RISE Life Science Corp. (CSE:RLSC) (formerly Luminor Medical Technologies Inc.) (the “Company”) announces that it intends to complete a non-brokered private placement of up to 10,000,000 units (“Units”) at a price of $0.30 per Unit (the “Issue Price”) for gross proceeds of up to $3,000,000 (the “Offering”). Each Unit will be comprised of one common share (“Common Share”) of the Company and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share for a period of twenty-four (24) months from the closing of the Offering at a price of $0.45 per Common Share. The Company may complete one or more additional tranches of the Offering. The first tranche of the Offering is expected to close on or before April 13, 2018, or on such other date as determined by the Company. The proceeds of the Offering will be used for general working capital purposes.
A portion of the Offering will be completed pursuant to Multilateral CSA Notice 45-318 — Prospectus Exemption for Certain Distributions through an Investment Dealer (“CSA 45-318”) and the corresponding blanket orders and rule implementing CSA 45- 318 in the participating jurisdictions in respect thereof (collectively with CSA 45-318, the “Investment Dealer Exemption”). As at the date hereof, the Investment Dealer Exemption is available in each of British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick. Pursuant to CSA 45-318, each subscriber relying on the Investment Dealer Exemption must obtain advice regarding the suitability of the investment from a registered investment dealer. In accordance with the requirements of CSA 45-318, there is no material fact or material change of the Company that has not been disclosed.
In addition to conducting the Offering pursuant to the Investment Dealer Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions.
Closing of the Offering is subject to receipt of all necessary corporate and regulatory approvals, including the approval of the Canadian Securities Exchange. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance and the resale rules of applicable securities regulation.
The Company will pay a commission to certain eligible persons (the “Finders”) equal to 8% of the gross proceeds of the Offering and issue non-transferable broker warrants (“Broker Warrants”) equal to 8% of the Units issued pursuant to the Offering. Each Broker Warrant will entitle the holder thereof to acquire one Unit at the Issue Price for a period of twenty-four (24) months following the closing date of the Offering.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
About RISE Life Science Corp.
RISE Life Science Corp. develops cutting-edge cannabis consumer products for both medical and adult-use markets around the world in jurisdictions that have legal regulatory frameworks in place. All products are based on patent-pending formulations and processes to produce specifically targeted effects. A key area of focus for RISE is evidence-based formulations to address adult sexual health and wellness for both women and men.
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President & CEO
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in Luminor’s (now RISE) periodic filings with Canadian securities regulators. When used in this news release, words such as “will, could, plan, estimate, expect, intend, may, potential, believe, should,” and similar expressions, are forward- looking statements. Forward-looking statements may include, without limitation, statements including the Company’s expectations with respect to pursuing new opportunities and its future growth and other statements of fact.
Although RISE has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects which have limited or no operating history and are engaged in activities currently considered illegal under US Federal Laws; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry and; regulatory or political change. There can be no assurance that such information will prove to be accurate or that management’s expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. RISE disclaims any intention or obligation to update or revise such information, except as required by applicable law, and RISE does not assume any liability for disclosure relating to any other company mentioned herein.