Tickers: XCNQ:ARV
Tags: Mining
Vancouver, British Columbia / TheNewswire / November 28, 2017 - AREV Nutrition Sciences Inc. ("AREV" or the "Company") (CNSX - AREV), is pleased to announce they have closed their private placement announced on September 6, 2017 and further announced oversubscription November 13, 2017.
The Company has issued 5,191,600 units at a price of $0.25 per Unit, for gross proceeds of up to $1,250,000. Each Unit is comprised of one common share (the "Shares") of the Company and one-half of one common share purchase warrant (each whole one, the "Warrants") and with each Warrant being exercisable at $0.40 per Warrant Share. Subject to adjustment in certain events, each whole Warrant entitles the holder thereof to purchase one additional common share (the "Warrant Shares") of the Company at any time on or before 5:00 p.m. (Vancouver time) on the date that is 18 months from the date of issuance of the Warrants; except that, if over a period of 10 consecutive trading days between the date that is 4 months and a day from the date of issuance of the Warrants and the date that the Warrants would otherwise expire, the closing price of the Company's common shares on the Canadian Securities Exchange (or such other stock exchange where the majority of the trading volume for the Company's common shares occurs) is at or exceeds $0.60, then the Company may, at its option, provide written notice to the warrant holders to exercise their Warrants within 30 days of the date of the notice, failing which the Warrants will expire (the "Exercise Period").
The Company has entered into 2 securities for debt agreements: (i) 80,000 Units payable to Chateau Jing Capital Inc., a company under the direction of Mike Withrow, Chairman and Director of the Company, in regard of $20,000 in expenses incurred on behalf of the Company and (ii) 108,000 Units payable to Stephane Maher, CEO and Director of the Company, in regard of $27,000 in accrued salary.
The funds will be used for general working capital, product development and distribution.
In connection with the placement, the Company paid a commission of $41,000 in cash, representing 6.7 % of the number of units sold by the Agents in the placement. The Company also issued "broker warrants" to the Agents, entitling them to purchase 165,600 common shares, representing 6.7% of the number of shares sold by the Agents in the placement, at a price of $0.40 per share, until May 28, 2018.
The shares and warrants issued in the placement will be subject to a four-month "hold-period" under applicable Canadian securities legislation expiring on March 28, 2018.
Insiders of the Corporation purchased a total of 228,000 Units under the Private Placement, which is considered a related party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(a), respectively, of MI 61-101 in respect of such insider participation. No new insiders and no control persons were created in connection with the Private Placement.
For further information, contact Stephane Maher, CEO at stephane@arevnutrition.com.
On behalf of the Board,
Stephane Maher
Chief Executive Officer & Director
About AREV Nutrition Sciences Inc.
AREV Nutrition Sciences Inc. ("AREV"), produces and delivers functional ingredients from its world-class extraction system. AREV is revolutionizing the current delivery method of coconut oil, whey protein and nutrients through emulsification. These premium ingredients and products are targeted for the natural health, medical, functional food, nutraceutical, sport nutrition and bioceutical markets. AREV is also working with Pharmacy and Dispensary operators with an innovative emulsified base formula to disperse Cannabis oil extracts from specific selected genetic Cannabis strains that address 5 areas of health including Anxiety, Pain management, Insomnia, Central Nervous System Disorders & Sexuality.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
FORWARD LOOKING INFORMATION
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this release. This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws.This press release contains forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to a number of factors and risks various risk factors discussed in the Company's Management's Discussion and Analysis under the Company's profile on www.sedar.com.
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