Corazon Gold Corp. (TSX-V:CGW) (the “Company”) and NanoSphere
Health Sciences, LLC (“NanoSphere”) are pleased to announce the
closing of the Company’s private placement (the “Offering”) for
gross proceeds of $5,905,685, and the completion of the Company’s
acquisition (the “Acquisition”) of NanoSphere. Based upon the
CSE’s conditional listing approval, the Company will make its final
submission for CSE listing in short order, and concurrently with
its listing on the CSE will change its name to “NanoSphere Health
Sciences Inc.” and effect a de-listing from the TSX Venture
Exchange.
“The completion of this financing and merger
represents a significant step in unlocking the opportunity to
become a true market leader,” said David Sutton, President and COO
of the Company. For over two decades, NanoSphere’s scientists have
researched and developed the revolutionary NanoSphere Delivery
System™ to meet the needs of consumers, healthcare providers and
suppliers. The NanoSphere Delivery System™ employs
nanotechnology in the delivery of biological compounds for improved
bioavailability, efficacy and onset of effect. Under the
brand “Evolve”, Nanosphere has already launched its acclaimed
NanoSerum™ product for the recreational and medical cannabis
markets in Colorado. NanoSerum™ is the first
clinically-tested transdermal cannabis product to relieve pain in
minutes, and we intend to build on that success by opening new
markets for Evolve and developing new applications for
NanoSerum™.
About NanoSphereNanoSphere, a
wholly owned operating subsidiary of the Company, is a
biotechnology firm specializing in the creation of the NanoSphere
Delivery System™, a revolutionary platform using nanotechnology in
the biodelivery of supplements, nutraceuticals and over-the-counter
medications for the cannabis, pharmaceutical and animal health
industries, and beyond. The patent-pending NanoSphere
Delivery System™ represents one of the most important developments
for advancing the non-invasive and user-friendly delivery of
biological agents in over 25 years. For more information on
NanoSphere, please visit http://www.nanospherehealth.com.
About the Offering and
AcquisitionPursuant to the Offering, the Company issued
11,811,370 subscription receipts at a price of $0.50 per
subscription receipt for gross proceeds of $5,905,685. The
gross proceeds of the Offering have been placed in escrow, and will
be released to the Company upon, among other things, the Company’s
listing on the CSE (the “Escrow Release Conditions”). Upon
satisfaction of the Escrow Release Conditions, each subscription
receipt will, for no additional consideration, automatically
convert into a unit comprised of one common share and one-half of a
warrant. Each full warrant (a “Warrant”) entitles the holder
to purchase one common share at a price of $0.75 for a period of
two years following the satisfaction of the Escrow Release
Conditions, subject to accelerated expiry if the common shares
trade, at any time after four months and a day following issuance
of the respective subscription receipts, at a price of $1.00 or
more 15 consecutive trading days. In the event that the
Escrow Release Conditions are not satisfied within eight months of
the issuance of the respective subscription receipts, those
subscription receipts will be cancelled and the subscription funds
returned to the respective subscribers. 10,004,370 subscription
receipts and their underlying securities are subject to a hold
period expiring March 17, 2018; 1,370,000 subscription receipts and
their underlying securities are subject to a hold period expiring
March 18, 2018; and 437,000 subscription receipts and their
underlying securities are subject to a hold period expiring March
25, 2018. Aggregate finder fees of $146,025 will be paid upon
satisfaction of the Escrow Release Conditions, and 284,550
subscription receipt finder warrants were issued, each converting
upon the satisfaction of the Escrow Release Conditions into a
warrant having the same terms as the Warrants.
Pursuant to the Acquisition, an aggregate of
59,000,000 common shares were issued to NanoSphere’s members, and
1,000,000 common shares were issued as a finder fee for the
Acquisition. All of the foregoing shares are subject to a
pooling agreement with the following release dates: 10% on January
1, 2018; 10% on November 17, 2019; and the final 80% on November
17, 2020.
The Company currently has 84,259,176 common
shares issued and outstanding, of which 38,953,401 common shares
are subject to escrow as provided for under National Policy
46-201. 1,021,286 of the escrowed shares are previously
issued securities, and the balance of 37,932,115 escrowed shares
were issued pursuant to the Acquisition and will, as released from
escrow, be subject to the aforementioned pooling agreement.
The Board of Directors has been reconstituted
and is comprised of Robert Sutton (Chairman & CEO), David
Sutton (President), Richard Kaufman, Stephanie Hopper, Michael
Iverson and Toby Lim. Victor Goncalves resigned as a director
but will continue in the office of Executive Vice President.
The Company would like to thank Messrs. Bradley Scharfe, Fred
Tejada, Jason Scharfe and Jorge Orellana for their dedication and
service to the Company, and wishes them well in their future
endeavors.
PR Contact:Kate WellsChief Marketing Officer
NanoSphere Health Sciences, LLCDirect:
720-528-4437Mobile:
303-324-7358E-mail:
kwells@nanospherehealth.com
Investor Relations Contact:Victor
GoncalvesExecutive Vice President Mobile:
204-997-5517E-mail:
vgoncalves@corazonau.com
Forward Looking Statement Caution
This news release includes forward looking
statements that are subject to assumptions, risks and
uncertainties. Statements in this news release which are not
purely historical are forward looking statements, including without
limitation any statements concerning the Company's intentions,
plans, estimates, expectations or beliefs regarding the
future. Although the Company believes that any forward
looking statements in this news release are reasonable, there can
be no assurance that any such forward looking statements will prove
to be accurate. The Company cautions readers that all forward
looking statements, including without limitation those relating to
the Company's future operations and business prospects, are based
on assumptions none of which can be assured, and are subject to
certain risks and uncertainties that could cause actual events or
results to differ materially from those indicated in the forward
looking statements. Readers are advised to rely on their own
evaluation of such risks and uncertainties and should not place
undue reliance on forward looking statements. Any forward
looking statements are made as of the date of this news release,
and the Company assumes no obligation to update the forward looking
statements, or to update the reasons why actual events or results
could or do differ from those projected in the forward looking
statements, whether as a result of new information, future events
or otherwise.
TSXV Disclaimer
Neither the TSX Venture Exchange nor its
Regulation Services Provider accepts responsibility for the
adequacy or accuracy of this release.
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