THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY
AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED STATES.
Avivagen Inc. (TSXV:VIV) (“Avivagen” or the
“Company”), a life sciences innovation company with a series
of patent protected products that support and optimize human and
animal health, is pleased to announce its intention to complete a
private placement financing (the “Offering”) of secured
debentures (the “Debentures”) for gross proceeds of
approximately $5 million. It is expected that the Offering will
close on March 28, 2019, subject to satisfaction of closing
conditions.
Purchasers of Debentures will also receive common shares in the
capital of the Company equal to 20% of the principal amount of the
Debentures divided by $0.80 per share, being a premium to the
closing price of the common shares on the TSX Venture Exchange on
March 26, 2019.
The Debentures will bear interest at a rate of 10.0% per annum,
payable quarterly in arrears on the last day of January, April,
July, and October in each year and maturing three years from the
date of issue (the “Maturity Date”). On each anniversary of
the closing date (including the Maturity Date), the Company shall
also pay the Debenture holders a maintenance fee of 2% of the
outstanding principal amount. The Debentures will be secured by the
assets of the Company and will not be convertible. The Company
shall not be entitled to prepay the Debentures at any time prior to
the first anniversary of closing, other than in the case of a
change of control of Avivagen. If the Company prepays the
Debentures at any time prior to the second anniversary of closing
it will pay a fee equal to 2% of the outstanding principal amount
and if the Company prepays the Debentures at any time thereafter,
but prior to the Maturity Date, it will pay a fee equal to 1% of
the outstanding principal amount. Avivagen shall have the option of
paying all such fees by way of cash or common shares, subject to
approval of the TSX Venture Exchange.
The Offering is proposed to be completed by Bloom Burton
Securities Inc. as agent (the “Agent”). The Agent will
receive a cash fee of 6% of the gross proceeds (excluding certain
President’s list investors) and common share purchase warrants
equal to up to 6% of the gross proceeds (excluding certain
President’s list investors) divided by $0.80 per share, each
entitling the holder thereof to purchase one common share at $0.80
per share for a period of 2 years (the “Broker
Warrants”).
Approximately $2 million of the proceeds from the Offering will
be used by Avivagen to retire principal and interest outstanding
pursuant to an existing credit facility and the balance will be
used for working capital and general corporate purposes.
The Debentures, common shares and Broker Warrants issued,
including the common shares issuable on exercise of the Broker
Warrants, will be subject to restrictions on transfer, including a
hold period ending four months and one day from their date of
issuance under applicable Canadian securities laws.
Closing of the Offering will be subject to finalization and
execution of definitive agreements and satisfaction of customary
closing conditions including satisfaction of customary conditions
imposed by the TSX Venture Exchange.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities, including in the United
States, or for the account or benefit of U.S. persons (as such term
is defined in Regulation S under the United States Securities Act
of 1933, as amended (the “1933 Act”). The securities issued
by Avivagen have not been and will not be registered under the 1933
Act or the securities laws of any state of the United States, and
may not be offered or sold in the United States absent
registration, or an applicable exemption therefrom, under the 1993
Act and the securities laws of all applicable states.
About Avivagen
Avivagen is a life sciences corporation focused on developing
and commercializing products for livestock, companion animal and
human applications that, by safely supporting immune function,
promote general health and performance. It is a public corporation
traded on the TSX Venture Exchange under the symbol VIV and is
headquartered in Ottawa, Canada, based in partnership facilities of
the National Research Council of Canada and Charlottetown, Prince
Edward Island. For more information, visit www.avivagen.com. The
contents of the website are expressly not incorporated by reference
in this press release.
About OxC-beta™ Technology and OxC-beta™ Livestock
Avivagen’s OxC-beta™ technology is derived from Avivagen
discoveries about carotenoids, compounds that give certain fruits
and vegetables their bright colours, and is a non-antibiotic means
of maintaining optimal health and growth. OxC-beta™ Livestock is a
proprietary product shown to be effective and economic in replacing
the antibiotics commonly added to livestock feeds. OxC-beta™
Livestock is currently registered and available for sale in the
United States, Philippines, Taiwan, New Zealand and Thailand.
Avivagen’s OxC-beta™ Livestock product is safe, effective and
could fulfill the global mandate to remove all in-feed antibiotics
as growth promoters. Numerous international livestock trials with
poultry and swine using OxC-beta™ Livestock have proven that the
product performs as well as, and, sometimes, in some aspects,
better than in-feed antibiotics.
About Vivamune™ Health Chews (Vivamune™)
Vivamune™ is an all-in-one chew that can dramatically simplify a
pet’s supplement routine. Featuring a newly-discovered, novel
immune-supporting active ingredient, OxC-beta™, Vivamune™ targets
joints, skin and digestive health all in a single, tasty chew a pet
will love. Vivamune™ is available for sale in the United States,
Canada, Philippines and Taiwan. For more information, visit
www.vivamunehealth.com. The contents of the website are expressly
not incorporated by reference in this press release.
Forward Looking Statements
This news release includes certain forward-looking statements
that are based upon the current expectations of management.
Forward-looking statements involve risks and uncertainties
associated with the business of Avivagen and the environment in
which the business operates. Any statements contained herein that
are not statements of historical facts may be deemed to be
forward-looking, including those identified by the expressions
“aim”, “anticipate”, “appear”, “believe”, “consider”, “could”,
“estimate”, “expect”, “if”, “intend”, “goal”, “hope”, “likely”,
“may”, “plan”, “possibly”, “potentially”, “pursue”, “seem”,
“should”, “whether”, “will”, “would” and similar expressions.
Statements about OxC-beta’s ability to replace antibiotics commonly
added to livestock feeds or to fulfill the global mandate to remove
in-feed antibiotics as growth promoters, the possibility of closing
the proposed Offering, the terms of the proposed Offering including
the amount to be raised and the terms of the Debentures and the use
of proceeds of the Offering set out in this news release are
forward-looking statements. These forward-looking statements are
subject to a number of risks and uncertainties that could cause
actual results or events to differ materially from current
expectations. For instance, Avivagen’s products may not gain market
acceptance or regulatory approvals necessary to fulfill the global
mandate to remove in-feed antibiotics as growth promoters, Avivagen
may not be able to raise funds on the terms or amounts described,
Avivagen may not be able to fulfill applicable closing conditions
and circumstances may require that Avivagen apply the net proceeds
of the Offering differently than anticipated. Except as required by
law, Avivagen assumes no obligation to update the forward-looking
statements, or to update the reasons why actual results could
differ from those reflected in the forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
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version on businesswire.com: https://www.businesswire.com/news/home/20190327005380/en/
For more information:Avivagen Inc.Drew BasekDirector of
Investor Relations100 Sussex Drive, Ottawa, Ontario, Canada K1A
0R6Phone: 416-540-0733E-mail: d.basek@avivagen.com
Kym AnthonyInterim Chief Executive Officer100 Sussex Drive,
Ottawa, Ontario, Canada K1A 0R6Head Office Phone:
613-949-8164Website: www.avivagen.com
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