Else Nutrition Announces US$2 Million Offering of Units Priced At-The-Market

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VANCOUVER, British Columbia, June 26, 2024 (GLOBE NEWSWIRE) -- ELSE NUTRITION HOLDINGS INC. (BABY) (BABYF) (0YL.F) ("Else" or the "Company"), the Plant-Based baby, toddler, and children nutrition company, today announced that it has entered into an agreement with a single, healthcare-focused institutional investor for the purchase and sale of 13,245,033 Units (the “Units”) of the Company (collectively, the “Offering”), which will be sold at an issue price of US$0.151 per Unit (the “Issue Price”), for aggregate gross proceeds of US$2 million. The Offering is scheduled to close on, or shortly after, June 28, 2024, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange. The Company plans to use the net proceeds from the Offering to fund research and development, fund sales and marketing, acquire inventory, and for general corporate purposes.

Each Unit will be comprised of one common share in the capital of the Company (a “Common Share”) and one Common Share purchase Warrant (a “Warrant”). Each Warrant will be exercisable immediately to acquire one Common Share at a price of US$0.151 per Common Share and will expire five years after issuance.

In connection with the Offering, the Company plans to file a prospectus supplement (the "Supplement") to its short form base shelf prospectus dated November 10, 2023 (the "Base Shelf Prospectus") with the securities commissions in each of the provinces of Canada, excluding Quebec.

The Preliminary Supplement and the Base Shelf Prospectus contain important detailed information about the Company and the proposed Offering. Prospective investors should read the Preliminary Supplement, the Base Shelf Prospectus and the other documents the Company has filed before making an investment decision. Copies of the Prospectus Supplement, following filing thereof, and the Base Shelf Prospectus will be available on SEDAR+ at www.sedarplus.com.

The Company has also agreed, subject to the receipt of Toronto Stock Exchange approval, that certain existing warrants issued in June 2022 (as amended in January of 2024) and November 2023 (together, the “Amended Warrants”) to purchase, collectively, up to an aggregate of 15,857,142 Common Shares at an exercise price of C$0.485 per Common Share, will be reduced so that the exercise price of such warrants will be US$0.151 per Common Share, effective upon the closing of the Offering or thereafter if required by the Toronto Stock Exchange. Additionally, the Amended Warrants shall expire five years from the closing of the Offering. All other terms of these warrants shall remain the same.