/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Jan. 18, 2018 /CNW/ - Nuuvera Inc. (TSXV:
NUU) (the "Company") is pleased to announce today that, due
to strong demand, it has agreed with Clarus Securities Inc.
("Clarus") and Canaccord Genuity Corp. ("Canaccord",
and collectively with Clarus the "Co-Lead Underwriters") on
behalf of a syndicate of underwriters (collectively, the
"Underwriters"), to increase the size of its previously
announced C$35,000,020 "bought deal"
offering. Pursuant to the upsized deal terms, the Underwriters have
agreed to purchase, on a "bought deal" basis 8,181,820 units of the
Company (the "Units") at a price of C$5.50 per Unit (the "Offering Price") for
aggregate gross proceeds to the Company of C$45,000,010 (the "Offering"). Each Unit
will be comprised of one common share of the Company (a "Unit
Share") and one half of one common share purchase warrant (each
whole common share purchase warrant, a "Warrant").
Each Warrant will entitle the holder thereof to purchase one common
share of the Company (a "Warrant Share") at a price of
C$7.20 for a period of 24 months
following the Closing Date (as defined below).
The Company has also agreed to grant the Underwriters an
over-allotment option to purchase an additional 1,227,273 Units at
the Offering Price, exercisable in whole or in part, for a period
ending 30 days from and including the Closing Date. In the event
the over-allotment option is exercised in full, the aggregate gross
proceeds of the Offering will be approximately C$51,750,002.
The Units will be offered in the provinces of British Columbia, Alberta and
Ontario by short form prospectus, and in those jurisdictions
outside of Canada which are agreed
to by the Company and the Underwriters, where the Units can be
issued on a private placement basis, exempt from any prospectus,
registration or other similar requirements.
The Offering is expected to close on or about February 9, 2018 (the "Closing Date") and
is subject to certain conditions, including but not limited to, the
receipt for all necessary approvals including the approval of the
TSX Venture Exchange (the "TSXV").
The Company intends to use the net proceeds from the Offering
for working capital and general corporate purposes.
In connection with the Offering, Delavaco Group has been
appointed as a special advisor to the Company.
Further to its earlier press release, Nuuvera would like to
clarify that it has entered into a definitive agreement to acquire
the Italian medical cannabis import licence and the transaction is
anticipated to close on or about January 31,
2018, subject to customary closing conditions, including the
approval of the TSX Venture Exchange. The purchase price for all of
the outstanding shares of FL Group, the holder of the licence, is
up to approximately 1,000,000 Euro
with approximately 850,000 Euro
payable upon closing of the transaction and up to approximately
150,000 Euro payable over two years,
subject to certain adjustments in accordance with the terms of the
definitive agreement.
The securities have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or any U.S. state securities laws, and may not be
offered or sold in the United
States without registration under the U.S. Securities Act
and all applicable state securities laws or compliance with the
requirements of an applicable exemption therefrom. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy securities in the
United States, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
About Nuuvera
Nuuvera is a global cannabis company founded on Canadian
principles, and built with the whole world in mind. Nuuvera is
currently working with partners in Germany, Israel and Italy, and is exploring opportunities in
several other countries, to develop commercial production and
global distribution of medical grade cannabis in legalized markets.
Through its subsidiaries, ARA – Avanti Rx Analytics Inc. and Avalon
Pharmaceutical Inc., Nuuvera holds a Dealer License (GMP) under the
Narcotic Control Regulations and Office of Controlled Substances.
Nuuvera is currently in the final stages of the Health Canada
review process to become a Licensed Producer of medical marijuana
under the ACMPR, and has recently received its "letter to build"
approval.
For more information, visit www.nuuvera.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This
release includes forward-looking statements regarding Nuuvera and
its business. Often, but not always, forward-looking statements can
be identified by the use of words such as "plans", "is expected",
"expects", "scheduled", "intends", "contemplates", "anticipates",
"believes", "proposes" or variations (including negative
variations) of such words and phrases, or state that certain
actions, events or results "may", "could", "would", "might" or
"will" be taken, occur or be achieved. Such statements are based on
the current expectations of the management of Nuuvera. The
forward-looking events and circumstances discussed in this release
may not occur by certain specified dates or at all and could differ
materially as a result of known and unknown risk factors and
uncertainties affecting Nuuvera, including risks regarding the
cannabis industry, failure to obtain regulatory approvals, economic
factors, the equity markets generally and risks associated with
growth and competition. Although Nuuvera has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in forward-
looking statements, there may be other factors that cause actions,
events or results to differ from those anticipated, estimated or
intended. No forward-looking statement can be guaranteed. Except as
required by applicable securities laws, forward-looking statements
speak only as of the date on which they are made Nuuvera undertakes
no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events,
or otherwise.
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. The TSX Venture Exchange has in no way
passed upon the merits of the transaction and has neither approved
nor disapproved the content of this press release.
SOURCE Nuuvera Inc.