NEWU Newtopia Inc

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

TORONTO, Feb. 29, 2024 /CNW/ - Newtopia Inc. ("Newtopia" or the "Company") (TSXV: NEWU) (OTCQBL NEWUF), a tech-enabled habit change provider focused on preventing, slowing and reversing chronic disease, is pleased to announce that it has closed a brokered private placement offering of 14,430,000 units of the Company (the "Units") at a price of $0.05 per Unit (the "Offering Price") for aggregate gross proceeds of $721,500 (the "Brokered Offering"). The Offering was conducted through Bloom Burton Securities Inc. (the "Agent"). Each Unit is comprised of one common share in the capital of the Company (each a "Common Share") and one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable to acquire one Common Share at an exercise price of $0.10 per Common Share, subject to adjustments in certain events, until March 1, 2027.  

The Company also concurrently closed a non-brokered private placement of 500,000 Units, at the Offering Price for gross proceeds of $25,000 (the "Non-Brokered Offering", and together with the Brokered Offering, collectively, the "Offerings") on the same terms as the Brokered Offering. No fees or commissions are payable to the Agent in connection with the Non-Brokered Offering. A finder acting in connection with the Non-Brokered Offering received a finder's fee in the aggregate total amount of $1,250 and an aggregate of 25,000 finder's warrants exercisable for Common Shares on substantially the same terms as the Broker Warrants (defined below).

The net proceeds of the Offerings will be used to fund general working capital and for general corporate purposes.

In consideration for the services provided by the Agent in connection with the Brokered Offering, the Agent received: (i) a cash fee in the aggregate amount of $38,675; and (ii) 721,000 non-transferable broker warrants (the "Broker Warrants"). Each Broker Warrant is exercisable for one Common Share at the Offering Price, subject to adjustments in certain events, until March 1, 2026.

All securities issued in connection with the Offerings are subject to a hold period which will expire on June 30, 2024, the date that is four months and one day from the closing of the Offerings.  The Offerings are subject to final acceptance of the TSX Venture Exchange ("TSXV"). The TSXV has conditionally accepted the Offerings.

The Units were sold in reliance on exemptions from the prospectus requirements in the Province of Ontario.

The securities referred to in this news release 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 within the United States or to, or for ‎the account or benefit of, U.S. persons absent United States registration or an applicable exemption from the United States ‎registration requirements.  This news release does not constitute an offer for sale of securities, nor a solicitation ‎for offers to buy any securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful.  Any public offering of securities in the United States must be made by means of ‎a prospectus containing detailed information about the Company and management, as well as financial ‎statements.‎

As part of the Brokered Offering, Jeff Ruby, Chief Executive Officer of the Company, Roger Poirier, a director of the Company, and Hugh G. McCauley, an insider of the Company, subscribed for an aggregate of 1,110,000 Units ($55,500) (collectively, the "Insiders"). Such participation of the Insiders in the Brokered Offering constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The related party transaction is exempt from the formal valuation requirements of MI 61-101 as none of the securities of the Company are listed on a prescribed stock exchange. The related party transaction is exempt from the minority shareholder approval requirements of MI 61-101 as, at the time the related party transaction was agreed to, neither the fair market value of, nor the fair market value of the consideration for, the related party transaction, insofar as it involves interested parties, exceeded 25% of the Company's market capitalization. The Company did not file a material change report with respect to the participation of the Insider at least 21 days before the closing of the Offering as the details of the Insider's participation in the Offering had not been settled and the Company wished to complete the Offering in an expeditious manner.

Newtopia is a personalized whole health platform helping people create positive lifelong habits that prevent, slow, or reverse chronic disease while reducing healthcare costs. The platform leverages genetic, social and behavioral insights to create individualized prevention programs with a focus on metabolic disease, diabetes, mental health challenges, hypertension, weight management and musculoskeletal disorders. With a person-centered approach that combines virtual care, digital tools, connected devices and actionable data science, Newtopia delivers sustainable clinical and financial outcomes. Newtopia serves some of the largest nationwide employers and health plans and is currently listed in Canada on the Toronto Stock Exchange (TSXV: NEWU) and is quoted in the US on the OTCQB^® Venture Market (OTCQB: NEWUF). To  learn more, visit newtopia.com, LinkedIn or X.

This news release contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, and forward looking statements, within the meaning of applicable United States securities legislation (collectively, "forward-looking statements"), which reflects management's expectations regarding Newtopia's future growth, results from operations (including, without limitation, future production and capital expenditures), performance (both operational and financial) and business prospects and opportunities. Wherever possible, words such as "predicts", "projects", "targets", "plans", "expects", "does not expect", "budget", "scheduled", "estimates", "forecasts", "anticipate" or "does not anticipate", "believe", "intend" and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. All statements other than statements of historical fact may be forward-looking ‎information. Such statements reflect Newtopia's current views and intentions with respect to future ‎events, based on information available to Newtopia, and are subject to certain risks, uncertainties and ‎assumptions. Material factors or assumptions were applied in providing forward-looking information. While forward-looking statements are based on data, assumptions and analyses that Newtopia believes are reasonable under the circumstances, whether actual results, performance or developments will meet Newtopia's expectations and predictions depends on a number of risks and uncertainties that could cause the actual results, performance and financial condition of Newtopia to differ materially from its expectations. These forward-looking statements include, among other things, statements with respect to the Offerings, the use of proceeds and the timing and ability of the Company to obtain the final approval of the TSXV. Forward-looking statements are not a guarantee and are based on a number of estimates and assumptions management believes to be relevant and reasonable, whether actual results, performance or developments will meet Newtopia's expectations and predictions depends on a number of risks and uncertainties that could cause the actual results, performance and financial condition of Newtopia to differ materially from its expectations. Certain of the "risk factors" that could cause ‎actual results to differ materially from Newtopia's forward-looking statements in this news release ‎include, without limitation: 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; and other general economic, market and business conditions and factors, including the risk factors discussed or referred to in Newtopia's disclosure documents, filed with the securities ‎regulatory authorities in certain provinces of Canada and available at www.sedar.com, including Newtopia's final long form prospectus dated March 30, 2020.

For more information on these risks please see the "Risk Factors" in Newtopia's final long-form prospectus dated March 30, 2020. Should any factor affect Newtopia 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, Newtopia does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release, and Newtopia undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE Newtopia Inc.