VANC Pharmaceuticals Closed First Tranche of Non Brokered Private Placement
August 4, 2017 – VANC Pharmaceuticals Inc. (TSXV: VANC / OTCQB: NUVPF) (“VANC” or the “Company”), a pharmaceutical company focused on the Canadian generic drug and over-the-counter (the “OTC”) markets and point-of-care technologies announces today it has closed the first tranche of the non-brokered private placement for a total of 1,326,667 units (the “Units”) of the Company at a price of $0.15 per Unit for gross of approximately CDN$199,000.00.
Each Unit consists of one (1) common share (the “Common Share”) and one (1) transferrable share purchase warrant (the “Warrant”). Each Warrant entitles the holder thereof to purchase one (1) additional common share on or before August 3, 2022 at a price of CDN$0.20 per Common Share. Insiders of the Company subscribed for 166,667 Units. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“MI 61-101”) by virtue of the exemptions contain in section 5.5(b) and 5.7(1) (b) of MI 61-101.
The warrants are subject to an accelerated exercise provision whereby in the event the closing price of the Company’s common shares trades at $0.25 or higher for a period of 10 consecutive trading days, then the Company may, within five days of such event, provide notice by way of news release that the warrants shall expire on the date that is 30 days from the date notice is given. The securities issued are subject to a 4 month hold period that expires on December 4, 2017.
The proceeds will be used toward ongoing operational expenses and for general corporate purposes.
On behalf of:
VANC Pharmaceuticals Inc.
Director and CEO
Cautionary Note Regarding Forward-looking Statements: Information in this press release that involves VANC’s expectations, plans, intentions or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. VANC generally uses words such as “outlook,” “will,” “could,” “would,” “might,” “remains,” “to be,” “plans,” “believes,” “may,” “expects,” “intends,” “anticipates,” “estimate,” “future,” “plan,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming,” and similar expressions to help identify forward-looking statements. In this news release, forward-looking statements include our expectation to complete the financing on the terms and in the amounts contemplated, insider participation in the financing, the use of proceeds, that our distribution channels will continue to expand, that the financing will be sufficient to allow the Company to obtain operational profitability, or that the Company will reach operational profitability and the Company’s plans for technology acquisitions. Forward-looking statements reflect the then-current expectations, beliefs, assumptions, estimates and forecasts of our management.
Because forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors which are difficult to predict, our actual results, performance or achievements or the actual results or performance of the industries and markets in which we operate and intend to operate may be materially different from those anticipated in our forward-looking statements. Forward-looking statements involve significant uncertainties and risks, should not be read as a guarantee of future performance or results and will not necessarily be an accurate indication of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in our forward-looking statements, including the ability to obtain all necessary stock exchange and board approvals, our ability to negotiate and execute definitive documentation with subscribers and any finders and to fulfill any conditions precedent contained therein, the general level of interest to participate in the private placements and such other matters described in our public filings available on SEDAR at www.sedar.com. Accordingly, readers should exercise caution in relying upon our forward-looking statements and we undertake no obligation to publicly revise such statements to reflect subsequent events or circumstances, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that terms is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.