Leonovus Announces Bridge Loan
February 03 2023 - 3:41PM
Leonovus Inc., (“Leonovus” or the “Company”) (TSXV: LTV)
announces that it has entered into a loan agreement with two
directors of Leonovus, (the “Lenders”) for a secured loan in the
principal amount of CAD$100,000 (the “Loan”). The Loan will have a
term of eighteen months from the advance date and will bear
interest at the rate of 18% per annum and can be paid down at any
time with the penalty of the full annual interest. The Loan
will be secured by a general security agreement.
Subject to approval of the TSXV, the Lenders will receive a
bonus of 2,500,000 common share warrants (the “Warrants”) of the
Company, each Warrant have an exercise price of CAD$0.040 per share
and a term of eighteen months. No commission or finder’s fee were
paid in connection with the Loan. All bonus securities are subject
to a hold period of four months and one day from the date of
issuance. The number of common shares issued and outstanding
at this time is 20,900,996.
The Company intends to use the proceeds of the Loan for bridge
working capital and plans to search for a strategic partner,
investment, or acquisition. None of the proceeds will be used for
investor relations or paid to related parties other than in the
normal course of business operations. Advancement of proceeds under
the Loan, and the issuance of the Warrants, is subject to approval
of the TSXV and customary closing conditions.
Insider Participation in Loans
As two members of the board of directors of Leonovus, one being
the CEO, (together, the "Insiders") are participating in the Loan,
for the amounts of $50,000 and $50,000 respectively, and because
they are expected to receive 1,250,000 and 1,250,000 warrants
respectively, the Loan constitutes a "related party transaction"
under Multilateral Instrument 61-101 Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). Leonovus
has relied on the exemption under 5.5(b) of MI 61-101 for the
requirement to obtain a formal valuation for the Warrants issuable
to the Insiders, and the exemption under Section 5.7(1)(a) of MI
61-101 for the requirement to obtain minority approval as the total
value of the Loan, and the value of the Warrants, are not equal to
or greater than 25% of the market capitalization of the Company,
whether considered separately or together. The Company will file a
material change report with respect to the Loan. However, the
material change report will likely be filed less than 21 days prior
to the advancement of proceeds under the Loan.
To learn more, please visit www.leonovus.com.
This press release may contain forward-looking statements and
information, which may involve risks and uncertainties, including
statements relating to the expected use of proceeds , and
statements relating to TSXV approval for the Loan and the
Warrants. The results or events predicted in these statements
may differ materially from actual results or events. Factors that
might cause a difference include, but are not limited to,
competitive developments, risks associated with Leonovus’ growth,
the state of the financial markets, regulatory risks and other
factors. There can be no assurance or guarantees that any
statements of forward-looking information contained in this release
will prove to be accurate. Actual results and future events could
differ materially from those anticipated in such statements.
These and all subsequent written and oral statements containing
forward-looking information are based on the estimates and opinions
of management on the dates they are made and expressly qualified in
their entirety by this notice. Unless otherwise required by
applicable securities laws, Leonovus disclaims any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise. Readers should not place undue reliance on any
statements of forward-looking information that speak only as of the
date of this release. Further information on Leonovus’
public filings, including its most recent audited consolidated
financial statements, are available at www.sedar.com.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
For More Information, please
contact:
Michael GaffneyChief Executive
Officermgaffney@leonovus.com
LeoNovus (TSXV:LTV)
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