INVICTUS MD STRATEGIES CORP. is pleased to announce today that it has entered into an agreement with Canaccord Genuity Corp. and Eventus Capital Corp. as co-lead underwriters (collectively, the “Underwriters”) pursuant to which the Underwriters have agreed to purchase, on a bought deal private placement basis 9,100,000 units of the Company (the “Units”), at a price of $1.65 per Unit (the “Offering Price”) for aggregate gross proceeds to the Company of $15,015,000 (the “Offering”).

The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 1,365,000 Units at the Offering Price, exercisable in whole or in part at any time for a period of 48 hours prior to the closing of the Offering. In the event the over-allotment option is exercised in full, the aggregate gross proceeds of the Offering will be C$17,267,250.

Each Unit will be comprised of one common share of the Company and one half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will be exercisable to acquire one common share (a “Warrant Share”) for a period of 18 months following the closing date of the Offering at an exercise price of $2.35 per Warrant Share. In the event that the Company’s daily volume weighted average share price on the Canadian Securities Exchange (or such other stock exchange the Company may be trading on) is greater than $3.75 for 10 consecutive trading days, the Company shall, within 5 days thereafter, issue to the warrant holders a written notice advising of the accelerated expiry of the warrants, which shall not be more than 30 days after the mailing date of such notice. Net proceeds from the Offering will be used for expansion plans for the Company’s assets and for general working capital purposes.

Closing of the Offering is expected to occur on or about March 2, 2017. The Offering is in the form of a bought deal private placement (i) in Canada to “accredited investors” within the meaning of National Instrument 45-106 and other exempt purchasers in such provinces of Canada, as agreed upon by the Issuer and the Underwriters, (ii) in the United States in accordance with exemption to the registration requirement under applicable United States securities law, and (iii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the common shares, Warrants, Warrant Shares of the Company.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, 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. 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 any State in which such offer, solicitation or sale would be unlawful.

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