Mr. James Van Staveren reports
GLOW LIFETECH ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT OFFERING OF UNITS AND DEBT SETTLEMENT
Glow Lifetech Corp. has completed a non-brokered private placement offering of 18 million units at a price of five cents per unit, for total gross proceeds of $900,000, and has issued 11.82 million common shares in settlement of $591,000 in debt at a deemed price of five cents per share.
Each unit issued under the offering consists of one share and one-half of one common share purchase warrant. Each full warrant is exercisable to acquire one share for a period of 18 months following the closing of the offering, at an exercise price of seven cents per warrant share.
The company intends to use the proceeds of the offering for general working capital purposes. In addition, the board of directors of the company determined that it was in the best interests of the company to settle outstanding debts through the issuance of the shares in order to preserve the company's cash for working capital. All securities issued in connection with the offering and the debt settlement will be subject to a four-month-and-one-day hold as required under applicable securities laws.
Insiders of the company acquired an aggregate of 5.43 million units under the offering. As such, this participation constitutes a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101 in respect of such insider participation. The company did not file a material change report 21 days prior to the closing date of the offering as details of the respective participation of such insiders in the offering was unknown at such time.
Early warning reporting
Pursuant to the offering, Nova Capital Corp. acquired three million shares and 1.5 million warrants. Immediately prior to the completion of the offering, Nova owned or exercised control or direction over 24,036,167 shares and 23,666,667 common share purchase warrants, representing 19.78 per cent and 32.86 per cent of the outstanding Shares of the company on an undiluted and partially diluted basis, respectively. After completion of the offering, Nova owns or exercise control or direction over 27,036,167 shares and 25,166,667 common share purchase warrants, representing 17.86 per cent and 29.57 per cent of the outstanding shares of the company on an undiluted and partially diluted basis, respectively.
The acquisition of the securities described above was completed for investment purposes. Depending on market and other conditions, Nova may from time to time in the future increase or decrease the ownership, control or direction over securities of the company, through market transactions, private agreements or otherwise.
In satisfaction of the requirements of Multilateral Instrument 62-104, Take-Over Bids and Issuer Bids, and National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an early warning report regarding the acquisition of securities by Nova will be filed under the company's SEDAR+ profile. To obtain a copy of the early warning report filed by Nova, please contact Nova at 855-442-4569 or refer to the company's SEDAR+ profile. The company is located in 65 International Blvd., Suite 103, Etobicoke, Ont., M9W 6L9, Canada.
About Glow Lifetech Corp.
Glow Lifetech is a Canadian-based biotechnology company focused on producing nutraceutical and cannabinoid-based products with dramatically enhanced bioavailability, absorption and effectiveness. Glow has a groundbreaking, plant-based MyCell Technology delivery system, which transforms poorly absorbed natural compounds into enhanced water-compatible concentrates that unlock the full healing potential of the valuable compounds.
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