SAN DIEGO, Jan. 27, 2022 /CNW/ - Salona Global Medical
Device Corporation (the "Company" or "Salona")
(TSXV: SGMD), is pleased to announce that it has entered into an
agreement with a syndicate of underwriters (collectively the
"Underwriters") pursuant to which the Underwriters have
agreed to purchase for resale, on a bought deal private placement
basis an aggregate of 7,280,000 units ("Units") at a
price of $0.55 per Unit (the
"Issue Price") for aggregate gross proceeds to the Company
of $4,004,000 (the
"Offering"). In addition, the Company has granted the
Underwriters an option, to purchase up to an additional
1,092,000 Units, for additional gross proceeds of up to
$600,600, exercisable in whole or in
part at any time up to 48 hours prior to the closing date of the
Offering. The Units will be offered primarily to established
institutional investors with the intended purpose of engaging
capital market participants.
Each Unit will consist of one common share in the capital of the
Company (each, a "Common Share") and one Common Share
purchase warrant (each, a "Warrant"). Each Warrant
will be exercisable to acquire one common share for a period of 36
months following closing of the Offering at an exercise price of
$0.70 per share.
The Company intends to use the net proceeds of the Offering for
working capital and general corporate purposes.
The Offering is expected to close on or about February 15, 2022 and is subject to certain
conditions including, but not limited to, the receipt of all
necessary approvals, including the approval of the TSX Venture
Exchange.
The securities to be offered have not been registered under
the Securities Act of 1933, as amended, (the "Securities Act"), or
any state securities laws; and unless so registered, the securities
may not be offered or sold in the United
States absent an applicable exemption from, or a transaction
not subject to, registration requirements of the Securities Act and
applicable state securities laws. The Units are being offered and
sold only to qualified institutional buyers in the United States pursuant to an exemption
from the registration requirements of the Securities Act and
outside the United States in
compliance with Regulation S under the Securities Act.
This press release is being issued pursuant to Rule 135c
under the Securities Act and is neither an offer to sell nor a
solicitation of an offer to buy the Units or any other securities
and shall not constitute an offer to sell or a solicitation of an
offer to buy, or a sale of, the Units or any other securities in
any jurisdiction in which such offer, solicitation or sale is
unlawful.
Additional Information
There can be no assurance that any transaction (including the
Offering) will be completed or the timing of any transactions.
Completion of any transaction will be subject to completion of due
diligence, the negotiation and execution of definitive agreements,
the satisfaction or waiver of closing conditions, and applicable
director, shareholder and regulatory approvals.
Readers are cautioned that the financial information disclosed herein is unaudited
and derived as a result of the Company's due diligence, including a
review of historical
financial statements and other financial documents.
Neither the TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this release.
Certain statements contained in this press release constitute
"forward-looking information" within the meaning of the Private
Securities Litigation Reform Act of 1995 and applicable Canadian
securities laws. These statements can be identified by the use of
forward-looking terminology such as "expects" "believes",
"estimates", "may", "would", "could", "should", "potential",
"will", "seek", "intend", "plan", and "anticipate", and
similar expressions as they relate to the Company, including: the
size of the Offering, the timing for completion of the Offering and
the use of the proceeds of the Offering. All statements
other than statements of historical fact may be
forward-looking information. Such statements reflect the Company's
current views and intentions with respect to future events, and
current information available to the Company, and are subject to
certain risks, uncertainties and assumptions, including:
acquisitions by the Company achieving results at least as good as
their historical performances; the Company receiving all necessary
approvals for the Offering; all conditions to closing the Offering
being satisfied or waived; and the Company successfully
identifying, negotiating and completing acquisitions, including
accretive acquisitions. Salona cautions that the
forward- looking statements contained herein are qualified by
important factors that could cause actual results to differ
materially from those reflected by such statements. Such factors
include but are not limited to the general business and
economic conditions in the regions in which Salona operates; Salona
not receiving the necessary approvals to close any proposed
acquisition; the ability of Salona to execute on key priorities,
including the successful completion of acquisitions, business
retention, and strategic plans and to
attract, develop and retain key executives; difficulty integrating
newly acquired businesses; the ability
to implement business strategies and pursue business
opportunities; disruptions in or
attacks (including cyber-attacks) on
Salona's information technology, internet, network access or other
voice or data communications systems or
services; the evolution of various types of fraud or other criminal
behavior to which Salona is exposed; the failure of third parties
to comply with their obligations to Salona or its affiliates; the
impact of new and changes to, or application of, current laws and
regulations; granting of permits and licenses in a highly regulated
business; the overall difficult litigation environment, including
in the United States; increased
competition; changes in foreign currency rates;
increased funding costs and
market volatility due to market illiquidity and
competition for funding; the availability of funds and resources to
pursue operations; critical accounting estimates and changes to
accounting standards, policies, and methods used by Salona; the
occurrence of natural and unnatural catastrophic events and claims
resulting from such events; and risks related to COVID-19 including
various recommendations, orders and measures of governmental
authorities to try to limit the pandemic, including travel
restrictions, border closures, non- essential
business closures, quarantines,
self-isolations, shelters-in-place
and social distancing, disruptions to
markets, economic activity, financing, supply chains and sales
channels, and a deterioration of general economic conditions
including a possible national or global recession; as well as those
risk factors discussed or referred to in Salona's disclosure
documents filed with United States Securities and Exchange
Commission and available at www.sec.gov, and with the securities
regulatory authorities in certain provinces of Canada and available at www.sedar.com. Should
any factor affect Salona in an unexpected manner, or
should assumptions underlying the
forward-looking information prove
incorrect, the actual results or events may differ materially from
the results or events predicted. Any such forward- looking
information is expressly qualified in its entirety by
this cautionary statement. Moreover, Salona does not assume
responsibility for the accuracy or completeness of such
forward-looking information. The forward-looking information
included in the investor call is made as of the date of the
investor call and Salona undertakes no obligation to publicly
update or revise any forward-looking information, other than as
required by applicable law.
SOURCE Salona Global Medical Device Corporation
