Voyageur Pharmaceuticals Ltd. (TSX-V: VM) announced the closing of its non-brokered private placement, raising total aggregate gross proceeds of $5,005,278.32. The offering, conducted under the Listed Issuer Financing Exemption (LIFE Exemption), consisted of 30,935,000 units at $0.10 per unit, generating $3,093,500, and 15,931,486 flow-through units at $0.12 per unit, adding $1,911,778.32. This final closing means no further tranches or additional securities will be issued under the offering.
Each unit includes one common share and one warrant; each flow-through unit comprises one common share issued on a flow-through basis under the Income Tax Act (Canada) and one warrant. Each warrant entitles the holder to purchase one common share at $0.20 for 36 months, with an acceleration clause allowing the company to shorten the warrant term if the share price reaches $0.40 for 10 consecutive trading days after six months. In connection with the offering, the company paid cash commissions of $192,040 and issued 1,920,400 broker warrants for the units, and $145,802.25 and 1,215,019 broker warrants for the flow-through units.
The net proceeds will be used for FDA licensing for Voyageur's barium contrast product suite, regulatory approvals for the Frances Creek bulk sample extraction, Frances Creek project exploration and feasibility work, U.S. iodine project development, and general corporate purposes. The company is a developer of pharmaceutical-grade barium and iodine for medical imaging contrast media, aiming to become a vertically integrated supplier in the radiology contrast market.
Insiders subscribed for 900,000 units, representing 1.92% of the securities issued, increasing their non-diluted ownership to 0.41%. This participation qualifies as a related party transaction under Multilateral Instrument 61-101, but the company is exempt from formal valuation and minority shareholder approval requirements as the fair market value of the insider participation does not exceed 25% of the company's market capitalization. The offering was unanimously approved by the board, including directors who did not subscribe.
Voyageur's business strategy focuses on partnering with established third-party GMP pharmaceutical manufacturers in Canada to validate its products with global regulatory agencies, with plans to transition into a domestic manufacturer of radiology drugs. The company owns a 100% interest in the Frances Creek barium sulfate (barite) project, which it believes offers a rare, high-grade mineral that could replace synthetic products with higher quality and lower cost imaging agents. By controlling primary input costs from raw materials to final production, Voyageur aims to ensure quality and cost efficiency.
The securities issued under the offering are not subject to a hold period under Canadian securities laws but may be subject to TSX Venture Exchange requirements. They have not been registered under the U.S. Securities Act and cannot be offered or sold in the United States absent registration or an exemption. A copy of the amended offering document under the LIFE Exemption is available on the company's website and on SEDAR+ at www.sedarplus.ca under Voyageur's issuer profile. Completion of the offering remains subject to final acceptance by the TSX Venture Exchange.
