Else Nutrition Announces Closing of US$2 Million Offering of Units

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Not for distribution to United States newswire services or dissemination in the United States

VANCOUVER, British Columbia, July 05, 2024 (GLOBE NEWSWIRE) -- ELSE NUTRITION HOLDINGS INC. (BABY) (BABYF) (0YL.F) (“Else” or the “Company”), the Plant-Based baby, toddler, and children nutrition company, today announces that it has closed its previously announced offering of Units (the “Units”) of the Company (the “Offering”). Pursuant to the Offering, the Company issued a total of 13,245,033 Units at a price of US$0.151 per Unit for gross proceeds of US$2,000,000.

Each Unit is comprised of one common share in the capital of the Company and one common share purchase warrant. Each warrant is exercisable to acquire one common share at a price of US$0.151 until July 5, 2029.

The Company plans to use the net proceeds from the Offering to fund research and development, fund sales and marketing, acquire inventory, and for general corporate purposes.

In connection with the Offering, the Company paid a cash fee of US$140,000 and issued 927,152 common share purchase warrants to an arms-length advisor of the Company. The warrants issued to the advisor are exercisable to acquire one common share at a price of US$0.151 until July 5, 2029.

In connection with the Offering, the Company filed an amended and restated prospectus supplement, amending and restating the prospectus supplement dated June 28, 2024, to its short form base shelf prospectus dated November 10, 2023 with the securities commissions in each of the provinces of Canada, excluding Quebec. Copies of the supplement and the base shelf prospectus are available on SEDAR+ at www.sedarplus.com.

As previously announced on June 26, 2024, the Company will amend certain existing warrants issued in June 2022 (as amended in January 2024) and November 2023 (together, the “Amended Warrants”) to purchase, collectively, up to an aggregate of 15,857,142 common shares. The exercise price of the Amended Warrants will be reduced from C$0.485 to US$0.151 per common share and the expiry date of the Amended Warrants will be extended from November 21, 2028 to July 5, 2029. All other terms of the Amended Warrants shall remain the same. The effective date of the amendments to the Amended Warrants will be July 12, 2024.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities to be offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or under any securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. “United States” and “U.S. persons” are as defined in Regulation S under the U.S. Securities Act.