Enertopia Announces Intention to Complete a $300,000 Financing
November 3, 2014
Vancouver, BC—Enertopia Corporation (TOP) (the "Company" or "Enertopia") announces its intention to complete a non-brokered private placement financing, consisting of 5,000,000 units at $0.06 per unit (each, a “Unit”), to raise gross proceeds of up to CDN $300,000 (the "Private Placement").
Each Unit will consist of one common share of the Company and one (1) non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company (a “PP Warrant Share”) for a period of three years from the date of issuance, at a purchase price of US$0.10 per PP Warrant Share before the second anniversary and US$0.15 per PP Warrant Share after the second anniversary. Funds raised from the sale of the Units will be used for corporate development in the Medical Marijuana business and G&A.
The Company is offering the Units to existing holders of common shares in addition to subscribers who are accredited investors or are eligible investors pursuant to other legislation applicable in the jurisdiction in which such subscriber resides. Any existing shareholder of Enertopia as at Oct. 31, 2014, will be eligible to purchase Units pursuant to the recently adopted "existing securityholder" exemption in all Canadian jurisdictions other than Ontario and Newfoundland. Under the new exemption, there is no longer a need for an existing shareholder to qualify under the "accredited investor" exemption in order to participate in the offering, however existing shareholders who do not receive advice regarding the suitability of their investment from a registered investment dealer in the jurisdiction of their residence may not purchase more than $15,000 of securities under this exemption in any 12-month period.
In the event there is an oversubscription of units, the company reserves the right to either reject subscriptions at its discretion, allocate on a pro rata basis or increase the size of the offering.
The securities issued will be subject to a hold period in Canada of four months and one day, or for any resales into the United States pursuant to Rule 144 under the United States Securities Act of 1933, as amended, six months and one day. Proceeds of the Private Placement will be used for general working capital and project development. The Private Placement will be subject to normal regulatory approvals.
The Company could pay broker commissions or finder’s fees of up to 8.0% in cash and 8.0% in broker warrants in connection with the Private Placement. Certain directors, officers and insiders of the Company may participate in the Private Placement.
The Company also announces the granting of 2,100,000 stock options at 10 cents per share for five years to officers, directors and consultants to the Company.
The securities referred to herein will not be or have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Enertopia’s shares are quoted in Canada with symbol TOP and in the United States with symbol ENRT. For additional information, please visit www.enertopia.com
This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements which are not historical facts are forward-looking statements. The Company makes forward-looking public statements concerning the closing of the Private Placament and anticipated use of proceeds, including statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions that are forward-looking statements. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements., foreign exchange and other financial markets; changes of the interest rates on borrowings; hedging activities; changes in commodity prices; changes in the investments and exploration expenditure levels; litigation; legislation; environmental, judicial, regulatory, political and competitive developments in areas in which Enertopia Corporation operates. The reader should refer to the risk disclosures set out in the periodic reports and other disclosure documents filed by Enertopia Corporation from time to time with regulatory authorities.
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release