Voyageur Announces Proposed Private Placement

Calgary, Alberta--(Newsfile Corp. - October 17, 2024) - Voyageur Pharmaceuticals Ltd. (TSXV: VM) (OTC Pink: VYYRF) ("Voyageur" or the "Corporation"), is pleased to announce a proposed non-brokered private placement of up to 16,666,667 units ("Units") at a price of $0.06 per Unit, for gross proceeds of up to CND$1,000,000 (the "Offering"). There is no minimum Offering. Each Unit shall be comprised of one common share in the capital of the Corporation (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"), each Warrant exercisable into one Common Share at a price of $0.10 per share for thirty-six months from the date of issuance. The Warrants will include an acceleration provision whereby if the Common Shares trade at a price greater than $0.25 for a period of 10 trading days, Voyageur may accelerate the expiry of the Warrants.

Voyageur may pay a cash commission or finder's fee to qualified non-related parties of up to 8% of the gross proceeds of the Offering (up to $80,000) and issue broker warrants (the "Broker Warrants") equal to up to 8% of the number of Units sold in the Offering (up to 1,333,333 Broker Warrants). Each Broker Warrant will entitle the holder to acquire one Common Share at a price of $0.06 per Broker Warrant for a period of one (1) year from the date of issuance.

The gross proceeds received by Voyageur from the Offering will be used to advance Voyageur's project in the following order:

The Offering is being offered to all of the existing shareholders of Voyageur who are permitted to subscribe pursuant to the Existing Shareholder Exemption. This offer is open until November 27, 2024, or such other date or dates as the Corporation determines and one or more closings are expected to occur, with the first closing anticipated for on or about November 5, 2024.

Any existing shareholders interested in participating in the Offering should contact the Corporation pursuant to the contact information set forth below.

The Corporation has set October 16, 2024, as the record date for determining existing shareholders entitled to subscribe for Units pursuant to the Existing Shareholder Exemption. Subscribers purchasing Units under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on or before the record date, a shareholder of the Corporation and still are a shareholder as at the closing date. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.

As the Corporation is also relying on the Exemption for Sales to Purchasers Advised by Investment Dealers, it confirms that there is no material fact or material change related to the Corporation which has not been generally disclosed. In addition to offering the Units pursuant to the Existing Shareholder Exemption and the Exemption for Sales to Purchasers Advised by Investment Dealers, the Units are also being offered pursuant to other available prospectus exemptions, including sales to accredited investors. Unless the Corporation determines to increase the gross proceeds of the Offering, if subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of CND$1,000,000, Units will be allocated pro rata among all subscribers qualifying under all available exemptions.

Completion of the Offering is subject to regulatory approval including, but not limited to, the approval of the TSX Venture Exchange. The Common Shares, Warrants and Broker Warrants issued will be subject to a four month and one day hold period from the date of issuance. Insiders of the Corporation may participate in the Offering.

About Voyageur Pharmaceuticals Ltd.

Voyageur, a Canadian public company trading under the symbol VM on the TSXV, is in development of barium and iodine Active Pharmaceutical Ingredients (API) and offers high-performance, cost-effective imaging contrast agents. With a strategic focus on vertically integrating the barium and iodine contrast market, Voyageur aims to become a key player by producing its own barium, iodine, and endo fullerenes.

Voyageur's business plan is expected to generate cash flow by partnering with established third-party GMP pharmaceutical manufacturers in Canada, ensuring the validation of its products by regulatory agencies worldwide. As Voyageur solidifies its presence in the market, it plans to transition into a high-margin domestic manufacturer of radiology drugs, further expanding its revenue streams.

Voyageur is committed to sustainability and environmental stewardship. Voyageur envisions a future where reducing carbon emissions is the norm, and to achieve this, it will build state-of-the-art carbon-capture infrastructure utilising the Rain Cage EDENTM system. By investing in carbon capture energy sources and sustainable manufacturing practices, Voyageur aims to generate revenue from carbon captured "advanced carbon production" to accelerate growth. Voyageur's unwavering commitment to the environment sets it apart as a pioneer in the industry.

At the core of its operations, Voyageur owns a 100% interest in the Frances Creek barium sulphate (barite) project. Currently, the worlds pharmaceutical barium sulphate is almost entirely synthetically produced resulting in a less effective imaging quality product. Voyageur's Frances Creek resource boasts a rare and exceptional grade mineral suitable for the pharmaceutical marketplace that is intended to replace the current synthetic products with higher quality imaging products.

Voyageur's ambitious vision is to become the first vertically integrated company in the radiology contrast media drug market. By controlling all primary input costs, from the sourcing of raw materials to the final production, Voyageur ensures quality and cost efficiency. With its approach, it embodies the motto of "From the Earth to the Bottle," highlighting Voyageur's commitment to responsible sourcing and manufacturing practices.

Neither the 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 news release.

Cautionary Statement Regarding "Forward-Looking" Information

This news release may contain certain forward-looking information and statements, including without limitation, the closing of the Offering, statements pertaining to the use of proceeds, and the Corporation's ability to obtain necessary approvals from the TSX Venture Exchange. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Corporation's disclosure documents on the SEDAR+ website at www.sedarplus.ca. Voyageur does not undertake to update any forward-looking information except in accordance with applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/226871