October 30, 2020 Vancouver, British Columbia: Terra Nova Resources Inc. (CSE: TENO) (the “Company” or “Terra Nova“, and upon completion of the Proposed Transaction (as defined below), the “Resulting Issuer“), listed on the Canadian Securities Exchange (the “CSE“), is pleased to announce the closing of its oversubscribed private placement offering of an aggregate of 31,741,161 subscription receipts of the Company and the Company’s wholly-owned subsidiary 1259724 B.C. Ltd. (“Newco“) at a price of C$0.30 per subscription receipt for aggregate gross proceeds of C$9,522,348.30 (the “Concurrent Financing“). Canaccord Genuity Corp. (“Canaccord Genuity“) and Gravitas Securities Inc. (“Gravitas” and together with Canaccord Genuity, the “Co-Lead Agents“), served as Co-Lead Agents for the Concurrent Financing.
The Concurrent Financing consisted of an aggregate of 28,469,565 subscription receipts issued by Newco (the “Newco Subscription Receipts“) for gross proceeds of $8,540,869.50 and an additional 3,271,596 subscription receipts issued by the Company (the “Company Subscription Receipts“) for gross proceeds of $981,478.80. The total amount of the Concurrent Financing included the exercise by the Co-Lead Agents of their over-allotment option, increasing the size of the offering by $522,348 from the initial offering amount of up to $9,000,000. The gross proceeds of the Concurrent Financing, less 50% of the Agents’ cash commission (as described below) and certain expenses of the Agents, have been deposited in escrow until the satisfaction of certain release conditions, including the satisfaction of all conditions precedent to the Proposed Transaction (the “Release Conditions“).
Summary of the Private Placement
As previously announced on September 24, 2020, the Concurrent Financing was conducted in connection with the Company’s previously announced proposed acquisitions of WellteQ Ltd. (“WellteQ“) and CBDS Health Inc. (“CBDS“), which will constitute a fundamental change under the rules and policies of the CSE. As previously announced, the Proposed Transaction is expected to involve the acquisition by the Company of all of the outstanding shares of WellteQ by way of an off market takeover effected pursuant to the laws of Australia (the “WellteQ Acquisition“), and the acquisition by the Company of all of the outstanding shares of CBDS by way of a three cornered amalgamation among the Company, Newco and CBDS, effected pursuant to the laws of British Columbia (the “CBDS Amalgamation“, and together with the WellteQ Acquisition, the “Proposed Transaction“). Prior to completion of the Proposed Transaction, it is expected that the Company will complete a consolidation of its outstanding common shares on the basis of 0.3 post-consolidation shares for every one (1) pre-consolidation common share (the “Consolidation“). Completion of the Proposed Transaction remains subject to a number of conditions, including, but not limited to, the receipt of all required regulatory approvals, including the acceptance of the CSE.
Newco Subscription Receipts
As previously announced on September 24, 2020, upon satisfaction of the Release Conditions, each Newco Subscription Receipt will entitle the holder to receive, without any further action on the part of the holder, and without payment of any further consideration, one (1) unit of Newco (each a “Newco Unit“). Each Newco Unit will consist of one common share in the capital of Newco (a “Newco Share“) and one-half of one warrant (each whole warrant being a “Newco Warrant“), with each whole Newco Warrant entitling the holder thereof to purchase one additional Newco Share at a price of $0.45 per Newco Share for a period of 24 months from the date the Release Conditions are satisfied. Upon completion of the CBDS Amalgamation, each Newco Share will be automatically exchanged for one post-Consolidation common share of the Resulting Issuer (each such post-Consolidation common share being a “Resulting Issuer Share“), and each Newco Warrant will be exchanged for one whole share purchase warrant of the Resulting Issuer entitling the holder thereof to purchase one (1) additional Resulting Issuer Share on the same terms and conditions as the Newco Warrants.
The Company paid a cash fee to the Co-Lead Agents equal to 8% (4% for subscribers on the president’s lists) of the aggregate gross proceeds from the sale of Newco Subscription Receipts, plus compensation options (the “Newco Agent’s Compensation Options“) equal to 8% (4% for subscribers on the president’s list) of the total number of Newco Subscription Receipts issued. Each Newco Agent’s Compensation Option issued in connection with the sale of Newco Subscription Receipts is exercisable for one (1) Newco Unit at an exercise price of $0.30 per Newco Unit for a period of 24 months following the date the Release Conditions are satisfied. Upon the completion of the Proposed Transaction, each Newco Agent’s Compensation Option will be exchanged for one (1) compensation option of the Resulting Issuer entitling the holder thereof to purchase Resulting Issuer Shares and warrants to purchase Resulting Issuer Shares on the same terms and conditions as the Newco Agent’s Compensation Options. In addition, as a corporate finance fee, the Co-Lead Agents were issued that number of Newco Subscription Receipts equal to 5% of the total number of Newco Subscription Receipts issued.
Company Subscription Receipts
Each Company Subscription Receipt will entitle the holder to receive, without any further action on the part of the holder, and without payment of any further consideration, one (1) unit of the Resulting Issuer, consisting of one Resulting Issuer Share and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one additional Resulting Issuer Share at a price of $0.45 per share for a period of 24 months from the date the Release Conditions are satisfied.
The Company paid a cash fee to the Co-Lead Agents equal to 8% (4% for subscribers on the president’s lists) of the aggregate gross proceeds from the sale of Company Subscription Receipts, plus compensation options (the “Company Compensation Options“) equal to 8% (4% for subscribers on the president’s list) of the total number of Company Subscription Receipts issued. Each Company Compensation Option issued in connection with the sale of Company Subscription Receipts is exercisable for one (1) unit of the Company (each a “Company Unit“) at an exercise price of $0.30 per unit for a period of 24 months following the date the Release Conditions are satisfied. Each Company Unit consists of one Resulting Issuer Share and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one (1) additional Resulting Issuer Share at a price of $0.45 per share for a period of 24 months from the date the Release Conditions are satisfied. In addition, as a corporate finance fee, the Co-Lead Agents were issued that number of Company Subscription Receipts equal to 5% of the total number of Company Subscription Receipts issued.
In the event that the Release Conditions have not been satisfied prior to 180 days following the closing of the Concurrent Financing, or the Company advises the Co-Lead Agents or announces to the public that it does not intend to satisfy the Release Conditions or that the Proposed Transaction has been terminated, the aggregate issue price of the Newco Subscription Receipts and the Company Subscription Receipts (plus any interest earned thereon) will be returned to the applicable holders, and such subscription receipts shall be automatically cancelled and be of no further force and effect, provided that no payment will be made in respect of Newco Subscription Receipts and Company Subscription Receipts issued to the Co-Lead Agents as part of the corporate finance fee.
All Subscription Receipts issued in connection with the Concurrent Financing are subject to a statutory hold period in Canada. The Company anticipates that following completion of the Proposed Transaction, the Resulting Issuer Securities issued in exchange for securities of Newco Units in connection with the CBDS Amalgamation will not be subject to a statutory hold period in Canada.
The Resulting Issuer will use the net proceeds from the Concurrent Financing for sales and marketing, software development, and for general working capital purposes.
“We are humbled and honoured by the level of investor interest in WellteQ, and the sector as a whole whose adoption has been accelerated by the onset of Covid-19. WellteQ will be differentiated as one of the few digital health and wellness companies that truly has a global footprint,” stated Mark Lawson, Terra Nova’s Chief Executive Officer and Director.
“WellteQ is different from many digital health companies in that we already operate in over 30 countries so we’re extremely excited to further accelerate our expansion with this growth capital. I’m very grateful for the teams of agents, partners and investors involved or supporting this financing which is a big step towards WellteQ becoming a truly global leader in digital health and wellness,” stated Scott Montgomery, WellteQ Chief Executive Officer.
Updates to Proposed Transaction
The Company, Newco and CBDS agreed to amend the terms of the amalgamation agreement entered into with respect to the CBDS Amalgamation, and the Company and WellteQ have agreed to amend the terms of the bid implementation agreement entered into with respect to the WellteQ Acquisition, to revise the terms of the Consolidation. As originally agreed to by each of the Company, CBDS and WellteQ, all of the outstanding common shares of the Company was to be consolidated on the basis of 0.2285 post-consolidation shares for every one (1) pre-consolidation share. As amended, all of the outstanding common shares of the Company are now expected to be consolidation on the basis of 0.3 post-consolidation shares for every one (1) pre-consolidation share.
wellteq Digital Health Inc. is a leading global provider of personalized digital health and wellness
solutions across the continuum of care.
To learn more, visit https://wellteq.co/
Download the wellteq Corporate Presentation:
wellteq Investor Contact:
Bristol Investor Relations
T: (905) 326-1888
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This news release contains information or statements that constitute “forward-looking statements.” Such forward looking statements
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may differ materially from those projected in any forward-looking statements. Examples of risks and factors that could cause actual
results to materially differ from forward-looking statements may include: the timing and unpredictability of regulatory actions; regulatory,
legislative, legal or other developments with respect to its operations or business; limited marketing and sales capabilities; early stage of
the industry and product development; limited products; reliance on third parties; unfavourable publicity or consumer perception; general
economic conditions and financial markets; the impact of increasing competition; the loss of key management personnel; capital
requirements and liquidity; access to capital; the timing and amount of capital expenditures; the impact of COVID-19; shifts in the demand
for Wellteq’s products and the size of the market; patent law reform; patent litigation and intellectual property; conflicts of interest; and
general market and economic conditions.
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