Nugen Medical Devices Announces Closing of Private Placement of Units and Convertible Debentures

Nugen Medical Devices Announces Closing of Private Placement of Units and Convertible Debentures

TORONTO, ON / ACCESSWIRE / September 8, 2022 / NuGen Medical Devices Inc. (TSXV:NGMD) (the “Company“) is pleased to announce, further to its press releases of July 22, 2022 and August 10, 2022, it has closed the second tranche of its previously announced non-brokered private placement (the “UnitOffering“) through the issuance of 2,285,763 units (each, a “Unit“) at a price of $0.10 per Unit for gross proceeds of $228,576.30. Each Unit is comprised of one common share (each, a “Common Share“) in the capital of the Company and one Common Share purchase warrant (each, a “Warrant“). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.30 per Common Share for a period of two (2) years from the closing of the Unit Offering. The aggregate gross proceeds raised pursuant to the Unit Offering was $640,376.30 through the issuance of an aggregate of 6,403,763 Units. The proceeds from the Unit Offering will be used by the Company for corporate and general working capital purposes.

In connection with the closing of the second tranche of the Unit Offering, the Company paid certain eligible persons (the “Finders“) a cash commission of $600.00 and issued 6,000 broker warrants (each, a “Broker Warrant“). Each Broker Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.30 per Common Share for a period of two (2) years from the closing of the Unit Offering.

All securities issued in connection with the Unit Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. The Unit Offering remains subject to the final approval of the TSX Venture Exchange (the “TSXV“).

The Unit Offering constituted a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101“), as insiders of the Company acquired an aggregate of 400,000 Units. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Unit Offering, which the Company deems reasonable in the circumstances in order to complete the Unit Offering in an expeditious manner.

Additionally, the Company has applied to the TSXV for an extension of a further 30 days price protection in order to complete further subscriptions. The Company intends to close up to $859,623.70 under the next tranche of the Unit Offering and intends to close in the next couple weeks.

Further closing of the Unit Offering is subject to receipt of further subscriptions and all necessary corporate and regulatory approvals, including the approval of TSXV. All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. Certain insiders of the Company may participate in the third tranche of the financing.

Further, the Company is also pleased to announce that is has completed a non-brokered private placement of 10% unsecured convertible debentures (each, a “Debenture“) for aggregate gross proceeds of $740,000 (the “Debenture Offering“). The Debentures mature on September 8, 2024 and will bear interest at an interest rate of 10% per annum. The Debentures are convertible into common shares of the Company at the option of the holder at a conversion price per share equal to $0.25 (the “Conversion Price“). The Company may at any time after the day that is three (3) months from the issuance of the Debentures force the conversion of the principal amount of the then outstanding Debentures at the Conversion Price.

All securities issued in connection with the Debenture Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. The Debenture Offering remains subject to the final approval of the TSXV.

Additionally, the Company has applied to the TSXV for an extension of a further 15 days until September 25, 2022, in order to complete further subscriptions. The Company intends to close up to $260,000 under the next tranche of the Debenture Offering and intends to close in the next couple weeks.

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 NuGen Medical Devices

NuGen is an emerging specialty medical device company developing the next generation of needle-free technologies and other innovative medical delivery products. The company’s products, which include the InsuJet™ and PetJet™ needle-free injection systems, are designed to improve the lives of millions of people and animals. NuGen continues to receive approval in numerous countries, including Canada. NuGen’s products are designed for use in several important fields including, but not limited to, diabetes, veterinary medicine, and vaccines.

For further information, please visit:

Website: www.nugenmd.com
Twitter: @NuGenMD
LinkedIn: https://www.linkedin.com/company/nugenmd/

For further information, please contact:

Michael Wright
President and CEO
NuGen Medical Devices Inc.
mw@nugenmd.com
1-833-285-2666

Investor Relations Contact:

Kin Communications Inc.
NGMD@kincommunications.com
(604) 684-6730

Notice Regarding Forward-Looking Information:

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

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