Aura Closes $400,000 Convertible Debenture Offering
29 October 2018 - 11:21PM
Aura Health Inc. (the "
Company" or
“
Aura”) (
CSE: BUZZ) is very
pleased to announce that it has closed a non-brokered private
placement offering (the “
Offering”) on October
26th, 2018 (“
Closing Date”) of unsecured
convertible debentures bearing interest at a rate of 10% per annum,
payable quarterly in arrears (each a “
Debenture”,
and together the “
Debentures”), for gross proceeds
of CAD$400,000. The proceeds of the Offering will be used by the
Company for general working capital requirements and general
corporate purposes.
Each Debenture is convertible at the conversion
price of $0.365 (the “Conversion Price”) into
units (the “Units”) consisting of one common share
in the capital of the Company (each a “Common
Share”, and together the “Common Shares”)
and one-half of one common share purchase warrant (the
“Warrants”) exercisable at the conversion price of
$0.50 per Common Share for a period of 24 months from the date of
issuance.
The Debentures are exercisable until October 26,
2020, or until such time that the Common Shares of the Company
trade on the Canadian Stock Exchange for a period of 20 consecutive
trading days at a price of $0.60, upon which the Common Shares will
automatically convert into Units at the Conversion Price.
The Debentures and any securities which may
subsequently be issued in relation thereto are subject to a four
month and one day hold period.
Daniel Cohen, Chief Executive Officer of the
Company participated in the Offering, subscribing to a $200,000
Debenture. Such participation is considered a related party
transaction within the meaning of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). The related party transaction is
exempt from minority approval, information circular, and formal
valuation requirements pursuant to the exemptions contained in
Sections 5.7(a) and 5.5(a) of MI 61-101, as neither the fair market
value of the gross securities issued under the Offering nor the
consideration paid by Daniel Cohen exceed 25% of the Company’s
market capitalization.
About Aura Health Inc.
Aura is building an international network of
vertically-integrated cannabis assets. The company has LOIs in
place to acquire the majority of two Israeli assets: HolyCanna, a
cultivation and nursery license holder, and CannabiSendak, the
builder of a network of high-profile dispensaries. Aura also owns a
30% interest in four medical marijuana clinics in the U.S. Sun
Belt, with an option to increase its interest in three of the
clinics to 51%.
For further information, please contact:
Daniel Cohen, CEO Aura Health Inc. (647)
202-1824
David Posner, ChairmanAura Health Inc. (647)
985-6727
Caution Regarding Forward-Looking
Information:
THE CANADIAN SECURITIES EXCHANGE HAS NOT
REVIEWED NOR DOES IT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
This news release may contain forward-looking
statements and information based on current expectations. These
statements should not be read as guarantees of future performance
or results. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from those
implied by such statements. Such statements include submission of
the relevant documentation within the required timeframe and to the
satisfaction of the relevant regulators, completing the acquisition
of the applicable real estate and raising sufficient financing to
complete the Company's business strategy. There is no certainty
that any of these events will occur. Although such statements are
based on management's reasonable assumptions, there can be no
assurance that such assumptions will prove to be correct. We assume
no responsibility to update or revise them to reflect new events or
circumstances.
The Company's securities have not been
registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), or applicable state securities laws, and
may not be offered or sold to, or for the account or benefit of,
persons in the United States or "U.S. Persons", as such term is
defined in Regulation S under the U.S. Securities Act, absent
registration or an applicable exemption from such registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in the United States or any jurisdiction in
which such offer, solicitation or sale would be unlawful.
Additionally, there are known and unknown risk
factors which could cause the Company's actual results, performance
or achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking information contained herein. All forward-looking
information herein is qualified in its entirety by this cautionary
statement, and the Company disclaims any obligation to revise or
update any such forward-looking information or to publicly announce
the result of any revisions to any of the forward-looking
information contained herein to reflect future results, events or
developments, except as required by law.
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