ORLEANS, ON, Aug. 2, 2019
/CNW Telbec/ - Tetra Bio-Pharma Inc. ("Tetra" or the
"Corporation") is pleased to announce that it has completed
the non-brokered private placement offering (the "Private
Placement") announced on July 30, in
which some of the Corporation's directors, officers, consultants
and employees, as well as certain of their associates, purchased an
aggregate of 870,000 units ("Units") of the Corporation at a price
of $0.30 per Unit for aggregate gross
proceeds of $261,000.
Each Unit issued in the Private Placement consists of one common
share of the Corporation (a "Common Share") and one Common Share
purchase warrant (a "Warrant"), with each Warrant entitling the
holder thereof to purchase one Common Share at an exercise price of
$0.40 per Common Share for a period
of 36 months following the closing of the Private Placement.
The Corporation intends to use net proceeds of the Private
Placement to continue the development of its clinical trials and
for working capital purposes as stated in its final short form
prospectus filed on July 8, 2019.
Certain directors and senior officers of the Corporation or of
its subsidiaries have subscribed for Units as part of the Private
Placement. Their subscription as part of the Private Placement
constituted a "related party transaction" within the meaning of
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101") and Policy 5.9 of the
TSXV. Other than improving Tetra's working capital position and
increasing the number of Common Shares held by directors, officers
and employees, the Private Placement is not expected to have any
effect on Tetra's business and affairs.
The Private Placement was completed in reliance on (i) an
available exemption from the formal valuation requirement of
MI 61-101 provided in paragraph (a) of Section 5.5
of MI 61-101 and (ii) an available exemption from the
minority shareholder approval requirement of MI 61-101
provided in paragraph (a) of Section 5.7(1) of
MI 61-101. Neither the fair market value of the Units issued
nor the consideration paid for the Units pursuant to the portion of
the Private Placement subscribed for by related parties of the
Corporation exceeded 25% of the Corporation's market
capitalization.
Prior to the completion of the Private Placement, the "related
parties" owned an aggregate of 6% of Tetra's 211,969,411 issued and
outstanding Common Shares (not including Common Shares issuable on
the exercise of outstanding options). Further to the
completion of the Private Placement, the "related parties" own an
aggregate of 6% of the Corporation's issued and outstanding Common
Shares. Also, as part of the Private Placement, an aggregate of
398,900 Common Shares were issued to "related parties" of the
Corporation pursuant to the Private Placement which amounts to
approximately 0.19% of the Corporation's issued and outstanding
Common Shares as of the date of this news release. Assuming the
exercise of the Warrants issued to "related parties" under the
Private Placement, an aggregate of 398,900 additional Common Shares
would be issued to "related parties" of the Corporation pursuant to
the Private Placement which amounts to approximately 0.19% of the
Corporation's issued and outstanding Common Shares as of the date
of this news release.
The Private Placement was approved by Tetra's directors,
provided that each disclosed an interest in the resolutions
relating to the approval of the Private Placement in accordance
with Section 120 of the Canada Business Corporations
Act to the extent he was a participant in the Private Placement
as a purchaser of Units and abstained from voting solely with
respect to his purchase of Units but otherwise voted to approve the
transaction. In approving the Private Placement, the Board of
Directors took into account the following factors: (i) the
fact that the Private Placement would be completed above market
price with no discount, even though a discount would be permitted
under TSXV rules; (ii) Tetra's need for working capital to
fund on-going operations and strengthen its financial position; and
(iii) the participation in the Private Placement of management
and employees who are an important part of Tetra's business plan.
The Board of Directors subsequently approved the Private Placement
(subject to the disclosures of interest and abstentions noted
above) and there was no contrary view by any director on the
resolution approving the Private Placement.
The Private Placement was completed pursuant to subscription
agreements entered into between Tetra and each subscriber which
contain standard representations and warranties as to eligibility
to participate in the Private Placement under applicable Canadian
securities laws.
All Units issued to employees (who are not officers) and
consultants of Tetra were issued in reliance on the exemption from
the prospectus requirement contained in section 2.24 of National
Instrument 45-106 – Prospectus Exemptions and, therefore, will not
be subject to a hold period. All other Units issued as part of the
Private Placement, including Units issued to directors, officers
and their associates are subject to a hold period of 4 months and
one day from the closing date of the Private Placement.
The Corporation did not file a material change report more than
21 days before the closing of the Private Placement because the
Corporation wished to close the Private Placement on an expedited
basis for sound business reasons and in a timeframe consistent with
usual market practices for transactions of this nature.
About Tetra Bio-Pharma:
Tetra Bio-Pharma Inc. (TSX-V: TBP) (OTCQB: TBPMF) a
biopharmaceutical leader in cannabinoid-based drug discovery and
development with a Health Canada approved and FDA reviewed clinical
program aimed at bringing novel prescription drugs and treatments
to patients and their healthcare providers. Tetra Bio-Pharma has
subsidiaries engaged in the development of an advanced and growing
pipeline of Bio Pharmaceuticals, Natural Health and Veterinary
Products containing cannabis and other medicinal plant-based
elements. With patients at the core of its mission, Tetra
Bio-Pharma is focused on providing rigorous scientific validation
and safety data required for inclusion into the existing bio pharma
industry by regulators, physicians and insurance companies. For
more information visit: www.tetrabiopharma.com More information at:
www.tetrabiopharma.com Source: Tetra Bio-Pharma
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
For more information visit: www.tetrabiopharma.com
Forward-looking statements
Some statements in this release may contain forward-looking
information, including the intended uses of proceeds from the
Private Placement. All statements, other than of historical fact,
that address activities, events or developments that the Company
believes, expects or anticipates will or may occur in the future
(including, without limitation, statements regarding potential
acquisitions and financings) are forward-looking statements.
Forward-looking statements are generally identifiable by use of the
words "may", "will", "should", "continue", "expect", "anticipate",
"estimate", "believe", "intend", "plan" or "project" or the
negative of these words or other variations on these words or
comparable terminology. Forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond the
Company's ability to control or predict, that may cause the actual
results of the Company to differ materially from those discussed in
the forward-looking statements. Factors that could cause actual
results or events to differ materially from current expectations
include, among other things, without limitation, the inability of
the Company to obtain sufficient financing to execute the Company's
business plan; competition; regulation and anticipated and
unanticipated costs and delays, the success of the Company's
research and development strategies, the applicability of the
discoveries made therein, the successful and timely completion and
uncertainties related to the regulatory process, the timing of
clinical trials, the timing and outcomes of regulatory or
intellectual property decisions and other risks disclosed in the
Company's public disclosure record on file with the relevant
securities regulatory authorities. Although the Company has
attempted to identify important factors that could cause actual
results or events to differ materially from those described in
forward-looking statements, there may be other factors that cause
results or events not to be as anticipated, estimated or intended.
Readers should not place undue reliance on forward-looking
statements. The forward-looking statements included in this news
release are made as of the date of this news release and the
Company does not undertake an obligation to publicly update such
forward-looking statements to reflect new information, subsequent
events or otherwise unless required by applicable securities
legislation.
SOURCE Tetra Bio-Pharma Inc