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Well Told Inc. announcement

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Well Told Inc. announced today that it has appointed Vincent Bélanger, CPA, CA as CFO. Bélanger is a chartered accountant with an established track record of success as CFO of public companies listed both in the US and Canada.

Additionally, Well Told is pleased to announce the appointment of Harjot Singh, global CSO at McCann; Linda Sawyer, co-founder and CEO of Skura Style; Simon Ashbourne, founder and partner at the Marketplace Capabilities Group and lecturer at the University of Toronto’s Rotman School of Business; Dr. Jill Shainhouse, a practitioner of integrative medicine and a Fellow of the American Board of Naturopathic Oncology; and Well Told Inc. founder and CEO Monica Ruffo to its board of directors, effective as of February 19, 2021.

“I am honoured to be surrounded by such a diverse and accomplished group, and delighted to have a board that shares our values and mission of making the world a healthier place with plants,” said Monica Ruffo, Well Told Inc. founder and CEO.

About Harjot Singh (London, UK)
An award-winning brand strategist, Harjot Singh is the global chief strategy officer of the leading global marketing network McCann Worldgroup. As global CSO, he leads strategy teams across 110 countries, advising some of the world’s most valuable CPG brands including Nestlé, L’Oréal, Reckitt Benckiser and Nespresso, to name a few. Innately curious and fascinated by the world, Singh has worked and lived in six countries across three continents.

About Linda Sawyer (New York City, USA)
Experienced in the world of start-up businesses, Linda Sawyer is the co-founder and CEO of Skura Style, a highly acclaimed, fast-growing and disruptive household products company. The former long-time North America CEO and chairman of Deutsch, Sawyer is a recipient of the NYC Matrix Award and has made appearances on CNBC and The Today Show as a business commentator.

About Simon Ashbourne (Toronto, Canada)
Simon Ashbourne is a founder and partner at The Marketplace Capabilities Group (MCG), a Toronto-based consulting group that specializes in CPG, pharmaceutical and retail industry segments. Additionally, Ashbourne has held management positions at Procter and Gamble and Cadbury Beverages, and since 2002, has been a part-time faculty member and award-winning instructor at the University of Toronto’s Rotman School of Management at the Executive MBA level. He has also taught in the Omnium Global EMBA program in Shanghai, Budapest, Buenos Aires, Toronto and Delhi.

About Dr. Jill Shainhouse (Toronto, Canada)
Acting as chief medical advisor of Well Told Inc. since its inception, Dr. Jill Shainhouse is a recognized authority and practitioner of integrative medicine. In addition to maintaining a private practice, Dr. Shainhouse was a clinical faculty member at the Robert Schad Clinic, where she helped begin the Integrative Cancer Centre, and since then has supervised a clinical observation program at the Louise Temerty Breast Cancer Centre and the Odette Cancer Centre at Sunnybrook Health Sciences Centre. Dr. Shainhouse is a member of the Oncology Association of Naturopathic Physicians, and since 2010 has been a Fellow of the American Board of Naturopathic Oncology.

About Monica Ruffo (Toronto, Canada)
Monica Ruffo is a serial entrepreneur and the award-winning leader of highly acclaimed advertising agencies. Throughout her career Ruffo has spearheaded countless initiatives for some of the world’s most valuable CPG and health brands including Unilever, J&J, Nestlé, Pfizer and The Heart and Stroke Foundation, to name a few. It was after undergoing treatment for breast cancer and deciding to take her health into her own hands that Monica discovered the lack of transparency and availability of clean, plant-based formulations in the wellness industry. As she continued her quest to better understand natural health products, she successfully completed a Certificate in Plant-Based Nutrition from Cornell University and decided to found Well Told Inc.

Croda Acquires Natural Active Ingredients Alban Muller

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With annual revenue of €18m for the year to 30 June 2020, Alban Muller is a leader in the creation and supply of natural and botanical ingredients for the global beauty industry. The acquisition expands Croda’s portfolio of sustainable active ingredients for customers in personal care markets.

Established in France in 1978 and now employing 90 people, Alban Muller is renowned for its eco-responsible approach to developing innovative botanical extracts, natural formulation ingredients and natural organic cosmetics. With a focus on locally sourced raw materials, the company is an excellent fit for Croda’s Beauty Actives business, principally comprising Sederma and Crodarom, also based in France. The acquisition provides Croda with access to some of the most innovative technology in the botanicals market, including Zeodration, a low-energy drying technology that preserves the most sensitive of active ingredients.

With Alban Muller recognized as a sustainability leader in the market, the acquisition further enhances Croda’s significant portfolio of ingredients created from bio-based raw materials, in line with its commitment to be the most sustainable supplier of innovative ingredients.

The combination provides Croda’s customers with access to high-tech natural active ingredients whilst enhancing Alban Muller’s future growth through access to Croda’s international sales network and formulation expertise.

Maarten Heybroek, President of Croda’s new Consumer Care sector said: “We have admired Alban Muller’s sustainability focus and extensive know-how for many years and are delighted to welcome the team to the Croda family. The acquisition of Alban Muller enhances Croda’s position as a world leader in natural and botanical actives, helping us meet the increasing demand from customers looking for ingredients of natural origin to improve the sustainability profile of their products.”

Monsieur Alban Muller added: “I am pleased to pass on the baton to Croda to further expand the eco-responsible approach I have advocated for so many years. Croda is the ideal partner to increase the growth of natural products, enhancing our expertise and giving us access to new markets. I am sure the combination will drive future developments in natural ingredients that will be very beneficial for consumers.”
The transaction is subject to customary pre-closing conditions and is expected to close by the end of Q1 2021. 

Akshay Kumar has joined Ilevel Management

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Akshay has a shared passion for administration, marketing, sales and hospitality throughout his career. He is a graduate of Humber College, where he secured an advanced diploma in Mechanical Engineering. During his studies, he joined the events and food services team at Humber and coordinated a multitude of events with 1000+ attendees. Having a keen eye for hospitality and customer service, he acquired an opportunity to work at the CN Tower, where he connected with people from around the globe. Upon graduation, he joined a startup business and managed their administration, advertising and marketing handles while constantly adapting to new developments made to the business. Outside the office, he is a hobbyist photographer with a piqued interest in street and landscape photography. His personal goal is to lead a life that is sustainable and leave a minimal carbon footprint.

Danone jumps at the plant-based wave

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Danone unveiled Honest to Goodness, a line of plant-based coffee creamers, on Monday, hoping to capture some of the growing demand for nondairy products as more consumers brew coffee at home.

Gen Z coffee drinkers are guzzling about 28 billion cups of coffee per year, driving consumption in the category, according to Danone.

These younger consumers are seeking out brands that offer transparency into their product sourcing and are sensitive to environmental issues, according to Olivia Sanchez, Danone’s North America vice president of marketing for coffee creamers.

Millennials are also trying to use more sustainable products. Danone told CNBC that 75% of millennials shop with the environment in mind.

This is one factor that has been driving sales of dairy-free coffee creamers. In the 52 weeks ended Feb. 20, sales are up 32% from the same period a year ago, according to Nielsen data. That’s a faster pace than the coffee creamer category as a whole, which grew 18% during the same time period.

Danone currently sells brands such as International Delight and Silk. But the category has seen new entrants such as Chobani and Oatly.

Consumers are shifting to plant-based alternatives for many reasons, including lactose intolerance and environmental concerns. That’s driving up sales of plant-based dairy alternatives, which grew 21%. Almond milk, the ingredient in Honest to Goodness products, was the largest-growing dairy alternative, with sales up 16% in the same duration.

“We know that plant-based is a trend, and it has amazing growth in the marketplace, and flexitarianism is on the rise. We see those shoppers wanting to lean into newer propositions and exploring what is in the plant-based set, and so Honest to Goodness is really designed for that consumer in mind,” Sanchez said.

Flexitarian is a term describing people who consciously try to lessen their meat consumption for environmental or health reasons.

Another factor boosting creamer sales has been increased consumption of coffee at home, which could ease when workers return to the office as the health crisis abates.

“New routines mean Americans are drinking more of their coffee at home than ever, but many are also returning to coffee shops around the country or plan to do so soon,” said Bill Murray, president and CEO of the National Coffee Association.

Darren Seifer, a food industry analyst at market researcher NPD Group, said many consumers purchased new coffee devices during the pandemic and that brewing at home could linger even as people return to work.

Plant-based omega 3: Rothamsted Research partners on gene-edited camelina plants

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A study, published in Molecular Nutrition & Food Research, analyzed the associations of camelina oil, fatty fish and lean fish with lipid and glucose metabolism, and low-grade inflammation and concluded that Camelina oil is rich in alpha-linolenic acid, which is a plant-based omega 3 fatty acid.

Widespread contamination of microplastics may lead to internalization in fish. This literature review from March 2019 to March 2020 details that a median of 60% of fish, belonging to 198 species captured in 24 countries, contain microplastics in their organs. Carnivore species ingested more microplastics than omnivores. Only 14% of fish were from aquaculture. Most studies focused on digestive systems, with presence in other organs currently being insufficiently assessed. Based on this assessment, knowledge gaps that should be addressed in future studies were identified.

Microplastics are just one of many marine pollutants. Heavy metals such as mercury and toxins such as PCBs and dioxin further present “long-standing concerns.”

The omega 3 camelina oil used at Rothamsted Research already matches – or exceeds – EPA and DHA levels found in a Northern Hemisphere fish oil, such as mackerel or cod liver.

According to Napier, it is also the only seed oil that contains significant levels of both EPA and DHA. “Other efforts to produce fish oil in oilseeds such as rapeseed or canola result in the seed making either EPA or DHA but not both, so those are not a particularly good solution,” he notes.

In future research strides, Rothamsted Research and Yield10 Bioscience are looking to replicate the omega 3 fatty acid composition of Southern Hemisphere fish oil.

Considered the “gold standard for aquafeed,” Southern Hemisphere fish oil contains up to 30 percent EPA and DHA. Napier affirms his research team is “close to achieving that.”

SOurce: nutrition insight

PlantX Announces Filing of Final Prospectus and Repricing

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The company has filed a final short form prospectus (the “Final Prospectus”) with securities regulators in British Columbia, Ontario and Alberta (the “Offering Jurisdictions”), relating to the Company’s marketed public offering of units (the “Units”) at a price of $1.05 per unit (the “Offering Price”) for minimum gross proceeds of $10 million and maximum gross proceeds of $20 million (the “Offering”). The Company has also entered into an Agency Agreement with Mackie Research Capital Corporation (the “Agent”), as the lead agent and sole bookrunner for the Offering, pursuant to which the Agent will offer the Units for sale on a “best efforts” agency basis in the Offering Jurisdictions. The Company has also granted the Agent an option, exercisable at the Offering Price, for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Units issued to cover over-allotments, if any (the “Over-Allotment Option”). The Over-Allotment Option is exercisable to acquire additional Units, Common Shares and/or Warrants (or any combination thereof) at the discretion of the Agent.

PlantX Announces Filing of Final Prospectus and Repricing of the Units (CNW Group/PlantX Life Inc.) In connection with the Final Prospectus, the Company has also amended the price of the Units and the Warrants (hereafter defined) as follows in order to reflect current market conditions: (i) the purchase price of the Units of the Offering has been reduced from $1.25 to $1.05 per Unit; (ii) the exercise price of each Warrant has been reduced from $1.45 to $1.25; and (iii) the Warrant acceleration price has been reduced from $2.50 to $2.00. All other material terms of the previously announced Offering remain the same.

Each Unit will consist of one (1) common share of the Company (“Common Share”) and one (1) Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to purchase one additional Common Share for a period of two (2) years from the closing of the Offering (the “Closing”), provided that, if, at any time, the daily volume-weighted average trading price (or closing price on trading days when there are no trades) of the Common Shares on the Canadian Securities Exchange (the “CSE”) or, if the Common Shares are not listed on the CSE, then on such other recognized Canadian stock exchange on which the Common Shares are then listed, equals or exceeds $2.00 per Common Share over any 10 consecutive trading days, the Company shall be entitled, at its option, within 10 business days following such 10-day period, to accelerate the exercise period of the Warrants through the issuance of a press release (the “Acceleration Notice”) specifying the new expiry date and, in such case, the Warrants will expire on the 30th day following the issuance of the Acceleration Notice. From and after the new expiry date specified in such Acceleration Notice, no Warrants may be issued or exercised, and all unexercised Warrants shall be void and of no effect following the new expiry date (the “Acceleration Provision”).

At the Closing, the Company will pay to the Agent a cash commission of 6% of the aggregate gross proceeds arising from the Offering (including proceeds raised as a result of the exercise of the Over-Allotment Option, if any) other than in connection with a president’s list of investors (the “President’s List Investors”), in which case the cash commission shall be 4% of the proceeds raised from President’s List Investors. In addition, and subject to regulatory approval, the Agent will receive compensation options (the “Compensation Options”) exercisable at any time up to 24 months following Closing to purchase Common Shares in an amount equal to 6% of the number of Units sold in connection with the Offering, including Units sold pursuant to the exercise of the Over-Allotment Option, if any (other than in connection with President’s List Investors, in which case the number of Compensation Options shall be 4% of the number of Units sold to President’s List Investors).

The Company intends to use the net proceeds from the Offering to fund expansion, to continue to develop a user app, to evaluate and pursue potential strategic acquisitions, and for working capital and general corporate purposes.

The Closing is currently expected to be on or about March 18, 2021, or such other date as agreed upon between the Company and the Agent. The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including the final approval of the CSE. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size of the Offering.

The Units are to be sold on a “best efforts” basis through the Agent in the provinces of British Columbia, Alberta and Ontario, and such other jurisdictions as the Agent and the Company may agree other than Quebec, and in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and all applicable U.S. state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in the United States or to, or for the account or benefit of, U.S. persons. The securities described herein have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

One Year into the Pandemic: High Levels of Anxiety and Increased Fatigue Among Physicians

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On the one-year declaration of the COVID-19 global pandemic, a new survey by the Canadian Medical Association (CMA) shows high levels of anxiety and fatigue among physicians.

The survey explored the impact of the ongoing pandemic on the health of physicians, noting respondents’ fatigue has increased by 69% over the last year, with 64% experiencing anxiety around the pandemic.

“Like all health care professionals, physicians are feeling the stress of the last 365 days. And while they’re suffering, very few are seeking help. Suffering in silence is so detrimental; we have more work to do to break down the barriers preventing physicians and other health care workers from seeking support when they need it,” says Dr. Ann Collins, CMA president.

Canada’s poor vaccine rollout among the top contributing factors
When asked what is contributing negatively to their mental health, respondents indicated that longer time with social restrictions (64%), continued uncertainty about the future (63%) and concerns about vaccine rollout (62%).

Overall, 81% of respondents consider an efficient vaccine distribution strategy to be a key priority in responding to the pandemic with over half giving the current rollout poor marks. Physicians surveyed point to key challenges in vaccine rollout, including vaccine supply (93%), clear direction on priority groups that should be prioritized for vaccination (52%), and engagement of physicians in vaccine rollout and delivery (39%).

“The vaccine rollout is the light at the end of the tunnel for Canadians, including doctors, whose mental health has been battered by this pandemic,” adds Dr. Collins. “Despite the heroic efforts and guidance from our public health colleagues and health workers, we’re off to a rocky start with the rollout — not getting this right is not an option.”

The survey also explored governments’ handling of the pandemic. Over half of respondents rated provincial and territorial governments poorly in managing the vaccine rollout and 61% rated the federal government’s vaccine supply strategy as poor or very poor.

Ex-Fresh Market Investors Reach $27.5M Deal In Merger Suit

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Former public stockholders of specialty grocery chain The Fresh Market reached a $27.5 million deal in Delaware Chancery Court late Thursday to settle a long-running suit over a purportedly unfair, $1.4 billion take-private sale of the business to affiliates of Apollo Global Capital in 2016.

According to court filings, class attorneys will be eligible to apply for up to 25% of the settlement, plus expenses, if stockholders approve the deal and the court approves the fee. Insurers or indemnifying parties will pick up the tab for all of those sued other than JPMorgan Chase & Co., the financial adviser for the deal. “For the avoidance of doubt,” the proposed settlement said, the settlement amount will not be paid by defendants.”

In the case, former Fresh Market CEO and chairman Ray Berry were accused of acting disloyally in concealing or lying about his private communications on terms of Apollo’s acquisition of the gourmet grocer to Apollo as well as an agreement on rollover of Berry’s equity as part of the deal.

Former company president and CEO Richard Anicetti, who succeeded Berry, and former chief legal officer and senior vice president Scott Duggan were accused of fiduciary duty breaches and are parties to the settlement as well. Eventually dismissed were the remaining outside director members of Fresh Market’s entire board, Apollo, and Cravath Swaine & Moore LLP. A Cravath lead partner represented The Fresh Market in the Apollo acquisition.

The settlement stipulation said lead stockholder Elizabeth Morrison “continues to believe that her claims have legal merit, but nevertheless recognizes and acknowledges the risk and uncertainty of prosecuting this action and collecting any damages from defendants.”

Those named in the suit entered into the settlement “solely because they consider it desirable that the action be settled and dismissed with prejudice in order to, among other things, eliminate the uncertainties, burden, inconvenience, distraction, and expense of further litigation,” the document said.

Terms of the deal provided releases from liability for those on both sides of the litigation.

Attorneys for the class, The Fresh Market and JPMorgan did not immediately respond to a request for comment.

The agreement potentially marks the final chapter in a tainted sale process and stockholder challenge dismissed by Vice Chancellor Sam Glasscock III in September 2017 but revived by a three-judge panel of Delaware’s Supreme Court in 2018.

The justices rejected the vice chancellor’s conclusion that stockholders were adequately informed about the deal’s terms during a tender offer, including about financial adviser JPMorgan’s alleged deception of the Fresh Market’s board about its communications with Apollo.

The decision was seen as refining Delaware’s standards for judging whether decisions by minority or independent stockholders can be viewed as fully informed, and when business judgment deference should give way to more plaintiff-friendly review standards.

A court filing detailing the proposed settlement noted that it was not an admission of liability, fault, wrongdoing or damages by those who remained in the suit.

Stockholder Elizabeth Morrison and the class are represented by Joel Friedlander, Jeffrey M. Gorris and Christopher P. Quinn of Friedlander & Gorris PA and Randall J. Barron and Christopher H. Lyons of Robbins Geller Rudman & Dowd LLP.

Ray Berry is represented by John L. Reed and Peter H. Kyle of DLA Piper (US) LLP.

JPMorgan Chase and J.P. Morgan Securities are represented by Kevin G. Abrams, J. Peter Shindel Jr. and Matthew L. Miller of Abrams & Bayliss LLP and Matthew A. Schwartz and Joshua S. Levy of Sullivan & Cromwell LLP.

Richard A. Anicetti is represented by Patricia L. Enerio of Heyman Enerio Gattuso & Hirzel LLP and Adam L. Sisitsky of Mintz Levin Cohn Ferris Glovsky and Popeo PC.

Scott Duggan is represented by William B. Chandler III, Bradley D. Sorrels and Lindsay K. Faccenda of Wilson Sonsini Goodrich & Rosati PC.

The case is Elizabeth Morrison et al. v. Ray Berry et al., case number 12808-VCG, in the Court of Chancery of the State of Delaware.

One in Four Canadians Report not Having Taken Medication Properly

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A national survey conducted in January by Pharmasave – Canada’s leading community pharmacy – shows that 26 percent of the more than 10,000 respondents admit to having taken medication differently than prescribed or stopping to take it without consulting their doctor or pharmacist.

In response to the survey results, Pharmasave has launched a public education campaign to raise awareness of the dangers of not taking medication as directed.

“The number of Canadians not adhering to medication is concerning and brings with it potentially serious consequences, especially for those with chronic conditions,” said Jaspreet Chager, Senior Manager, Pharmacy Innovation with Pharmasave. “This can include worsening medical conditions, complications and increased hospitalizations, which is especially concerning at a time when our health care system is already burdened with the pandemic.”

Even before COVID-19, the World Health Organization (WHO) declared that the rise of chronic illnesses such as diabetes, heart disease, chronic respiratory diseases and cancer was a “slow-motion” disaster contributing to about 70 percent of deaths globally. “Heading into the third wave of the pandemic, there’s concern about the disruption in usual chronic care treatment, so it’s more important than ever to be adherent with medications,” Chager said.

Of those surveyed, only 14 percent said they have been more diligent with taking their prescribed medications during the pandemic. Top reasons cited include wanting to be in top health since they are at greater risk if they contract COVID-19 due to a pre-existing condition (62 percent) and finding it easier to remember to take their medication since they are always at home (40 percent).

For respondents who reported not having taken their long-term medication properly, 38 percent said they occasionally forgot to take doses of their medication, while 21 percent forgot to take the medication altogether. Others indicated the medicine made them feel sick (24 percent) or were too expensive (11 percent), or that they felt better, so didn’t see the need to continue (14 percent).

Almost a quarter of those surveyed admitted to not having filled or refilled their prescription at some point, reasoning that the medicine was too expensive or not covered by their drug plan or insurance (38 percent), that they didn’t think it was necessary (33 percent), or that they were afraid of side effects (22 percent).

What can help ensure better adherence to prescriptions, regardless of the pandemic? Pharmasave offers these tips:

Rely on smart packaging. Ask your pharmacist to blister pack your medications for you. Blister packs are pre-made bubble packs with designated sealed compartments that sort medications by day or time of day, such as morning, noon, afternoon, and bedtime. You can also use dosettes, small containers with a window for each day or time of day. Both of these handy packages make it easy to tell which medications should be taken at what times, and let you keep track of your doses.

Use reminders. The alarm on your watch, mobile device, cell phone or clock can alert you when it’s time for your next dose. Many pharmacies, including Pharmasave, also have mobile apps you can use to set reminders, and some offer reminder services by phone or email. Keeping track of your doses on a chart or calendar can do the trick as well.

Keep it simple. If you’re taking pills more than once a day, talk to your pharmacist about a medication review. Explore if there’s a treatment you can use only once a day or see if you can switch to a combination product containing both medications in a single pill. Studies show it’s easier to remember your medication if you take it once a day rather than more frequently.  

Make it a habit. Take their medication at the same time as something else you do regularly, such as brushing your teeth in the morning or at night. Before you choose an activity, check with your pharmacist or doctor to see if your medication should be taken with or without food and whether it’s better taken at a certain time of day.
Speak to your pharmacist. As frontline healthcare professionals who specialize in medication, set up an appointment with your pharmacist – by phone, video or in-person – to review your prescriptions and come up with an adherence plan that’s best suited to your needs and lifestyle. Pharmasave, for example, has a MedAlign program that makes it easier for people to stick with their medications by synchronizing their prescriptions to be refilled on the same day, provide blister packaging to ensure no doses are missed and set medication reviews and reminders. Pharmacists can also suggest ways to minimize side effects and reduce costs of medication.

“In spite of the pandemic, pharmacies have made access to medication as easy as possible, including home deliveries and curbside pick-up – another step in pharmacists’ efforts to help people take their medications properly,” Chager said.

GreenSpace Announces Private Placement

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The company has engaged a syndicate of agents led by Canaccord Genuity Corp. (collectively, the “Agents“) on a commercially reasonable best-efforts basis in connection with a proposed brokered private placement (“Offering“). The Offering will consist of units (the “Units“) of the Company to raise gross proceeds of up to $3,000,000 and the Agents have an option to increase the size of the Offering by up to 15% at any time prior to the closing of the Offering.  The issue price per Unit will be determined in the context of the market.

Each Unit will consist of one common share in the capital of the Company (“Common Share“) and one-half of one common share purchase warrant (each whole warrant, a “Warrant“).  Each Warrant which will entitle the holder of the Warrant to purchase one Common Share at a price  to be determined in the context of the market (“Exercise Price“) for up to 24 months from the date of closing (“Expiry Date“), provided that if at any time between the date that is four months and one day from the closing of the Offering and the Expiry Date, the daily volume weighted average closing price of the Common Shares on the TSX Venture Exchange is greater than an amount to be determined in the context of the market for ten consecutive days, the Company shall have the option to accelerate the expiry of the Warrants by delivering notice to holders of the Warrants (the “Acceleration Notice“).  In such instances, the Warrants will be exercisable only until the 30th day following delivery of the Acceleration Notice.

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

PenderFund Capital Management Ltd., an insider and control person of the Company (“PenderFund“), will subscribe for 20% of the Units under the Offering.  PenderFund and its affiliates currently own Common Shares, representing 36.3% of the issued and outstanding Common Shares (not including the Warrants acquired as part of the private placement which closed on December 23, 2020).

In Connection with the Offering, the Agents are to receive as compensation: (i) a cash commission of 7% of the gross proceeds raised pursuant to the Offering; and (ii) a non-transferable broker warrants entitling the Agents to acquire in aggregate that number of Common Shares which is equal to 7% of the number of Units issued under the Offering, which broker warrants will have an exercise price at which the Units are priced under the Offering and a term of eighteen months from the closing of the Offering, subject to reduction to 3% in each case for certain agreed subscribers (collectively, the “Agents’ Fee“).

Closing of the Offering is expected to occur on March 31, 2021, or such other date as agreed upon by the Company and Agents, and is subject to receipt of all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange (“TSXV“). The Units and the securities issued thereunder will be subject to a statutory hold period of four months plus a day from the closing date in accordance with applicable securities legislation.