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Poda Closes CDN$15 Million Private Placement With US Institutional Investor
Canada NewsWire
VANCOUVER, BC, Aug. 5, 2021
VANCOUVER, BC , Aug. 5, 2021 /CNW/ - PODA LIFESTYLE AND WELLNESS LTD. ("Poda" or the "Company") (CNSX:PODA.CN) (FSE:99L) (OTCPINK:PODAF) is pleased to announce that it has closed its previously announced private placement of subordinate voting shares (" Common Shares ") and warrants to purchase Common Shares (" Warrants ") to a private U.S. institutional investor for aggregate gross proceeds to the Company of Cdn$15 million (settled in US dollars using the Bank of Canada exchange rate for July 29, 2021 of Cdn$1 = US$0.8032 ) (the " Private Placement "). Pursuant to the Private Placement, the Company issued 7,500,000 Common Shares and Warrants to purchase up to 7,500,000 Common Shares at a purchase price of Cdn$2.00 per Common Share and associated Warrant. Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of Cdn$2.50 per Common Share at any time on or before August 5, 2024 .
H.C. Wainwright & Co. acted as the exclusive placement agent for the Private Placement and received (i) a cash commission of Cdn$1,050,000 (equal to 7.0% of the gross proceeds of the Private Placement and settled in US dollars using the Bank of Canada exchange rate for July 29, 2021 of Cdn$1 = US$0.8032 ) and (ii) 525,000 compensation warrants (the " Agent Warrants "). Each Agent Warrant entitles the holder thereof to purchase one Common Share at an exercise price of Cdn$2.50 per Common Share at any time on or before August 5 , 2024.
The net proceeds of the Private Placement will be used by the Company for general working capital expenses and capital expenditure investments. The Common Shares and Warrants were offered and sold in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the " U.S. Securities Act ") and all applicable state securities laws. No securities were offered or sold to Canadian purchasers.
The securities issued under the Private Placement are subject to resale restrictions in the United States under applicable U.S. federal and state securities laws and subject to a four-month and one day hold period under applicable Canadian securities legislation. The Private Placement is subject to customary notices and deliveries to the Canadian Securities Exchange.
This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in Canada in connection with the offering.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States . The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
On Behalf of the Board,
Ryan Selby
CEO, Director, and Chairman of the Board
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