Vancouver, British Columbia--(Newsfile Corp. - December 1, 2023) - Delivra Health Brands Inc. (TSXV: DHB) (OTCQB: DHBUF) ("Delivra Health" or the "Company"), a consumer packaged goods company uniquely positioned in the health and wellness sector, is pleased to announce a non-brokered private placement (the "Offering") of up to 60,000,000 units (the "Units") at a price of $0.015 per Unit for aggregate gross proceeds of up to $900,000. Each Unit is comprised of one common share of the Company ("Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share (each, a "Warrant Share") at a price of $0.05 (the "Exercise Price") per Warrant Share for 36 months following the completion of the Offering.
The Company intends to use the net proceeds of the Private Placement for working capital and general corporate purposes and to support its ongoing marketing initiatives to support its distribution and customer acquisition strategy. All securities issued pursuant to the Offering are subject to a hold period of four months plus a day from the date of issuance prescribed by the TSX Venture Exchange (the "Exchange") and the resale rules of applicable securities legislation.
The Company may pay certain finders (the "Finders") a cash finder's fee of up to 7% of the proceeds generated by such Finder. It is anticipated that the closing of the Offering will occur on or about December 8, 2023. Completion of the Offering is subject to, among other things, acceptance by the Exchange.
Certain insiders of the Company ("Insiders") will be participating in the Offering. Such subscriptions by the Insiders will constitute a related party transaction under Multilateral Instrument 61-101 - Protection of Security Holders in Special Transactions ("MI 61-101"). However, any such purchase would be exempt from the formal valuation and minority approval requirements of MI 61-101 by virtue of the exemptions contained in sections 5.5(b) and 5.7(1)(b) of MI 61-101, and where there is no other requirement, corporate or otherwise, to hold a meeting to obtain any approval of the holders of any class of affected securities.
The Company did not file a material change report more than 21 days before the expected closing date of the Offering as required by MI 61-101 because the timing of the announcement the closing date is expected to be less than 21 days apart.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Delivra Health Brands Inc.
Helping people take control of their health with alternative wellness solutions is what energizes the Delivra Health team! The Delivra Health portfolio features innovative brands like Dream Water® and LivRelief, which deliver relief from common everyday issues like chronic pain, anxiety, and sleeplessness. Delivra Health products have allowed millions of customers to reclaim their mobility, energy, and in turn, quality of life. The websites of the Company's two subsidiaries are Dream Water® and LivReliefTM. For more information, please visit www.delivrahealthbrands.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates, and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements include, among other things, statements with respect to the Offering and the approval of the Exchange.
These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to materially differ from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: fluctuations in general macroeconomic conditions; fluctuations in securities markets; expectations regarding the size of the cannabis markets where the Company operates; changing consumer habits; the ability of the Company to successfully achieve its business objectives; plans for expansion; political and social uncertainties; inability to obtain adequate insurance to cover risks and hazards; employee relations and the presence of laws and regulations that may impose restrictions on cultivation, production, distribution, and sale of cannabis and cannabis-related products in the markets where the Company operates. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Additional information regarding this and other risks and uncertainties relating to the Company's business are contained under the heading "Risk Factors" in the Company's annual information form dated March 2, 2021, and under the heading "Risks and Uncertainties" in the Company's management's discussion and analysis dated October 18, 2023 for fiscal 2023 filed under the Company's profile on SEDAR+ at www.sedarplus.ca.
Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accept responsibility for the adequacy or accuracy of this release.
Investor Relations:
Jack Tasse
Chief Financial Officer
IR@delivrahealth.com
1-877-915-7934
54866566.6
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