June 2, 2021 (Source) — Element Nutritional Sciences Inc. (CSE: ELMT) (“Element” or the “Company”) is pleased to announce that the Company has entered into an engagement letter with Canaccord Genuity Corp. (the “Underwriter”), pursuant to which the Underwriter has agreed to purchase, on a “bought deal” private placement basis, 8,334,000 units (the “Units”) of the Company for gross proceeds of approximately C$5 million (the “Offering”). Each Unit shall consist of one common share of the Company and one half of one transferable common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant shall be exercisable into one common share of the Company for a period of 24 months from the closing date at an exercise price of C$1.00.
The Units will be offered by way of the “accredited investor” and “minimum amount investment” exemptions under National Instrument 45-106 in all Provinces of Canada except Quebec and other jurisdictions as mutually agreed, including offshore, at a price of C$0.60 per Unit.
The aggregate gross proceeds raised from the placement will be used for general corporate purposes.
The Offering is expected to close on or about June 17, 2021 and is subject to certain closing conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals. The Units issued under the Offering will be subject to a hold period in Canada expiring four months and one day from the closing date of the Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Element is an innovative and research driven Canadian nutraceutical company specializing in the development of science-based products for the global consumer packaged goods market, with a portfolio focused specifically on men and women over the age of 50. Element’s lead product, Rejuvenate, is a proprietary formulation that is clinically proven to assist in the rebuilding, restoration and rejuvenation of natural loss of muscle mass due to aging or other medical conditions. Element also offers JAKTRX, an elite brand of performance supplements. Element was founded in 2015 and is located in Burlington, Ontario.
On behalf of the Board of Directors
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to the closing of the Offering and use of proceeds, predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: fluctuations in the securities markets, fluctuations in general macroeconomic conditions; expectations regarding the size of the United States and Canadian health, nutraceutical and wellness markets and changing consumer habits; the viability of the Company’s products; availability of distribution channels for the Company’s product offerings; the ability of the Company to successfully achieve its business objectives; plans for expansion; successful development of the Company’s proposed products; the presence of laws and regulations that may impose restrictions or recalls on the sale of the Company’s products in the United States and Canada; customer and distributor relations; and the inability of the Company to obtain adequate insurance to cover risks and hazards. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.