Aura Announces Closing of Non-Brokered Private Placement
12 January 2019 - 12:00AM
Aura Health Inc. (the "
Company" or
“
Aura”) (
CSE:BUZZ) is pleased to
announce that on January 10, 2019 (the “
Closing
Date”) it closed its previously announced non-brokered
private placement raising gross proceeds of $1,724,099.85 (the
“
Offering”). The Offering was upsized from
$1,500,000, as announced on January 8, 2019. The net proceeds from
the Offering shall be used for general working capital and to
advance the Company’s involvement in two Israeli cannabis
companies, HolyCanna and CannabiSendak.
Upon closing, the Company issued 11,493,999
units of the Company (each, a “Unit” and
collectively, the “Units”). Each Unit was sold at
a price of $0.15 and was comprised of one common share in the
capital of the Company (each a “Common Share”) and
one-half of one common share purchase warrant, exercisable at $0.25
for a period of 24 months from the Closing Date.
Finder’s Compensation
In connection with the Offering, the Company
issued 122,160 non-transferable finders warrants (each a
“Finder’s Warrant”) and paid a cash fee to finders
in the amount of $18,324. Each Finder’s Warrant is exercisable at a
price of $0.25 to purchase one Common Share for a period of 24
months from the Closing Date.
Related Party Participation in the
Offering
Daniel Cohen, Chief Executive Officer of Aura,
subscribed to 400,000 Units and Howard Brass, Chief Operating
Officer of Aura, subscribed to 100,000 Units (together, the
“Related Parties”). Such participation is
considered to be a related party transaction within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101”).
However, this related party transaction is exempt from minority
approval, information circular and formal valuation requirements
pursuant to Sections 5.5(c) and 5.7(b) of MI 61-101, since:
- the Offering was a distribution of securities for cash;
- neither the Company nor, to the knowledge of the Company after
reasonable inquiry, the Related Parties, have knowledge of any
material information concerning the Company or its securities that
has not been generally disclosed; and
- neither the fair market value of the Units distributed pursuant
to the Offering nor the consideration paid by the Related Parties
exceeded $2,500,000.
All securities issued in connection with the
Offering will be subject to a hold period of four months plus one
day from the Closing Date. The Offering remains subject to the
approval of the Canadian Securities Exchange.
About Aura Health Inc.
Aura is building an international network of
vertically integrated cannabis assets. The Company holds
convertible debt that converts to 54% equity of HolyCanna, a
cultivation and nursery license holder in Israel, and has an LOI in
place to acquire the majority of CannabiSendak, the builder of a
network of high-profile dispensaries in Israel. 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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