October 22, 2018, Vancouver, British Columbia – Vodis Pharmaceuticals Inc. (CSE: VP, FSE: 1JV1) (“Vodis” or the “Company”) is pleased to announce it has closed its previously announced non-brokered private placement financing (the “Private Placement”) and shares for debt transaction, issuing an aggregate total of 20,000,000 units (each, a “Unit”) for aggregate gross proceeds of $2,000,000. A total of 16,381,000 Units have been issued in the Private Placement at a price of $0.10 per Unit to raise $1,638,100 in proceeds, and the Company has settled $361,900 of debt by issuance of 3,619,000 Units at a deemed price of $0.10 per Unit to creditors of the Company, including an insider. Each Unit is issued at a price of $0.10 and consists of one common share in the capital of the Company (each, a “Common Share”) and one Common Share purchase warrant (each, a “Warrant”), whereby each Warrant will entitle the holder to purchase one common share in the capital of the Company for a period of five years from the date of issuance at an exercise price of $0.15 per Warrant Share.
The net proceeds from the Private Placement are to be used to further complete the issuer’s facilities in Bellingham, complete upgrades at its Delta facility to meet Health Canada licence requirements, equipment purchases and to fund working capital needs during the licencing and production phases.
The Private Placement is subject to all necessary regulatory approvals and all securities issued with the Private Placement will be subject to a four-month hold period from the date of closing of the Private Placement financing in accordance with applicable Canadian securities laws.
In connection with the Private Placement, the insiders of the Company subscribed to 4,705,000 Units and such subscriptions are considered related party transactions within the meaning of Multilateral Instrument 61-101 ("MI 61-101"). The Company is relying on an exemption from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of any insider participation in the Private Placement; at the time the transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value consideration for the transaction, as it related to insiders, exceeded 25% of the Company's market capitalization.
About Vodis Pharmaceuticals Inc.
Vodis is one of North America’s foremost brand names in the medical and recreational marijuana business with operations in both the United States and Canada. Its master grow teams have consistently won or placed at each Canadian competition they have entered with their “VIP” brand. The Company, with facilities in British Columbia and Washington State, is also actively looking into expansion opportunities in other countries and throughout the United States.
While Vodis and its subsidiaries cannot have any interest whatsoever in any proceeds as a result of production, processing or retail activities in the United States, it can license its brand, production and consulting services to approved Washington State licence holders to ensure that all products produced under the Vodis Pharmaceuticals program and/or associated under the VIP brand meet or exceed Vodis-brand quality standards.
For further information please contact:
Ivan Miliovski, Chief Executive Officer
Vodis Pharmaceuticals Inc.
Vodis Pharmaceuticals Inc.
8788 River Road
Delta, BC V4G 1B4
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.
This news release contains “forward-looking information” within the meaning of applicable securities laws including statements relating to the outlook of the business of the Company, the Company’s intention to complete the private placement financing, the potential granting of a cultivation licence by Health Canada, and planned expenditures for upgrades and other renovations at the Company’s Delta, BC, and Washington facilities. Although the Company believes considering the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them as the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements, depending on, among other things, the risks that the private placement financing may not close for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities) or that the terms of the private placement financing may differ from those that currently are contemplated. The statements in this news release are made as of the date of this release. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
- Page 1 of 72