02:52:16 EDT Sun 19 May 2024
Enter Symbol
or Name
USA
CA



Newtopia Inc
Symbol NEWU
Shares Issued 158,335,303
Close 2024-02-29 C$ 0.07
Market Cap C$ 11,083,471
Recent Sedar Documents

Newtopia raises $746,500 in private placements

2024-02-29 14:26 ET - News Release

Mr. Jeff Ruby reports

NEWTOPIA ANNOUNCES CLOSING OF $746,500 OFFERING

Newtopia Inc. has closed a brokered private placement offering of 14.43 million units of the company at a price of five cents per unit for aggregate gross proceeds of $721,500. The offering was conducted through Bloom Burton Securities Inc. Each unit comprises one common share in the capital of the company and one common share purchase warrant. Each warrant is exercisable to acquire one common share at an exercise price of 10 cents per common share, subject to adjustments in certain events, until March 1, 2027.

The company also concurrently closed a non-brokered private placement of 500,000 units, at the offering price for gross proceeds of $25,000 on the same terms as the brokered offering. No fees or commissions are payable to the agent in connection with the non-brokered offering. A finder acting in connection with the non-brokered offering received a finder's fee in the aggregate total amount of $1,250 and an aggregate of 25,000 finder's warrants exercisable for common shares on substantially the same terms as the broker warrants (defined herein).

The net proceeds of the offerings will be used to finance general working capital and for general corporate purposes.

In consideration for the services provided by the agent in connection with the brokered offering, the agent received: (i) a cash fee in the aggregate amount of $38,675; and (ii) 721,000 non-transferable broker warrants. Each broker warrant is exercisable for one common share at the offering price, subject to adjustments in certain events, until March 1, 2026.

All securities issued in connection with the offerings are subject to a hold period which will expire on June 30, 2024, the date that is four months and one day from the closing of the offerings. The offerings are subject to final acceptance of the TSX Venture Exchange. The TSX-V has conditionally accepted the offerings.

The units were sold in reliance on exemptions from the prospectus requirements in the Province of Ontario.

As part of the brokered offering, Jeff Ruby, chief executive officer of the company, Roger Poirier, a director of the company, and Hugh G. McCauley, an insider of the company, subscribed for an aggregate of 1.11 million units ($55,500) (collectively, the insiders). Such participation of the insiders in the brokered offering constitutes a related party transaction as defined under Multilateral Instrument 61-101. The related party transaction is exempt from the formal valuation requirements of MI 61-101 as none of the securities of the company are listed on a prescribed stock exchange. The related party transaction is exempt from the minority shareholder approval requirements of MI 61-101 as, at the time the related party transaction was agreed to, neither the fair market value of, nor the fair market value of the consideration for, the related party transaction, insofar as it involves interested parties, exceeded 25 per cent of the company's market capitalization. The company did not file a material change report with respect to the participation of the insider at least 21 days before the closing of the offering as the details of the insider's participation in the offering had not been settled and the company wished to complete the offering in an expeditious manner.

About Newtopia Inc.

Newtopia is a personalized whole health platform helping people create positive lifelong habits that prevent, slow or reverse chronic disease while reducing health care costs. The platform leverages genetic, social and behavioural insights to create individualized prevention programs with a focus on metabolic disease, diabetes, mental health challenges, hypertension, weight management and musculoskeletal disorders. With a person-centred approach that combines virtual care, digital tools, connected devices and actionable data science, Newtopia delivers sustainable clinical and financial outcomes. Newtopia serves some of the largest nationwide employers and health plans and is currently listed in Canada on the Toronto Stock Exchange and is quoted in the United States on the OTCQB Venture Market.

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