RISE Life Science Corp. (formerly Luminor Medical Technologies Inc.) (CSE: RLSC) is pleased to announce that, further to it press release dated March 29, 2018, it has closed tranches of its previously announced non-brokered private placement through the issuance of an aggregate of 7,366,166 units at a price of $0.30 per Unit for gross proceeds of $2,209,849.80. Each Unit is comprised of one common share of the Company and one-half of one Common Share purchase warrant. Each Warrant entitles the holder thereof to purchase one Common Share for a period of twenty-four months from the date of closing of the Tranche at a price of $0.45 per Common Share. The proceeds of the Offering will be used for general working capital purposes. The Company may be closing additional tranches of the Offering until May 11, 2018.
Anton Mattadeen, CEO and a RISE founder comments on the progress: “This first raise as RISE represents another step in a carefully constructed plan to enable the launch of our California operations in June. We are right on track to introduce our initial suite of sexual health and wellness products to the largest, and one of the most sophisticated cannabis consumer markets in the world. The time and effort we have spent in California will inform how RISE commercializes our sexual health and wellness formulations in other legalized jurisdictions around the globe.”
Further news on our brand and specific product line up will be disclosed on or before 5/20, and then our official California product launch on 6/20, so May 20th and June 20th respectively.”
Certain eligible persons were paid a commission equal to 8% of the gross proceeds raised from subscribers introduced to the Company by such Finders and issued non-transferable broker warrants equal to 8% of the Units issued pursuant to the Offering. Each Broker Warrant entitles the holder thereof to purchase one Common Share for a period of twenty-four months from the date of closing of the Offering at a price of $0.30 per Common Share.
A portion of the Offering was completed pursuant to Multilateral CSA Notice 45-318 – Prospectus Exemption for Certain Distributions through an Investment Dealer (“CSA 45318”) and the corresponding blanket orders and rule implementing CSA 45- 318 in the participating jurisdictions in respect thereof (collectively with CSA 45-318, the “Investment Dealer Exemption”). As at the date hereof, the Investment Dealer Exemption is available in each of British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick. Pursuant to CSA 45-318, each subscriber relying on the Investment Dealer Exemption must obtain advice regarding the suitability of the investment from a registered investment dealer. In accordance with the requirements of CSA 45-318, there is no material fact or material change of the Company that has not been disclosed.
In addition to conducting the Offering pursuant to the Investment Dealer Exemption, the Offering was also conducted pursuant to other available prospectus exemptions.
The Offering constituted a related party transaction within the meaning of Multilateral Instrument 61-101 as an insider of the Company subscribed for an aggregate of 33,333 Units pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Offering by the insider does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.
The Company has also issued an aggregate of 83,333 common shares in settlement of an aggregate of $30,307 of indebtedness with a vendor at a price of $0.30 per common share.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 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 the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
About RISE Life Science Corp.
RISE Life Science Corp. develops cutting-edge cannabis consumer products for both medical and adult-use markets around the world in jurisdictions that have legal regulatory frameworks in place. All products are based on patent-pending formulations and processes to produce specifically targeted effects. A key area of focus for RISE is evidence-based formulations to address adult sexual health and wellness for both women and men.
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