Nepra Foods Announces Non-Brokered Private Placement

Rhea-AI Summary

Nepra Foods (NPRFF) has announced a non-brokered private placement offering to raise up to US$500,000 through the issuance of 8,333,333 units at US$0.06 per unit. Each unit comprises one common share and one share purchase warrant, with each warrant allowing the purchase of an additional share at US$0.12 for 24 months after issuance. The company plans to use the proceeds for general working capital purposes. The offering requires CSE approval and includes a four-month statutory hold period. The securities will be issued as restricted securities under U.S. Securities Act Rule 144(a)(3) and are not registered for U.S. distribution.

Positive

• Potential to raise up to US$500,000 in working capital
• Warrant exercise could provide additional future funding at US$0.12 per share

Negative

• Significant dilution for existing shareholders at a low price point of US$0.06 per unit
• Additional potential dilution from warrant exercises
• No minimum subscription amount requirement

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BRITISH COLUMBIA / ACCESS Newswire / June 16, 2025 / Nepra Foods Inc. (CSE:NPRA)(FSE:2P6)(OTCQB:NPRFF) ("Nepra Foods" or the "Company") is pleased to announce a non-brokered private placement of up to 8,333,333 units of the Company (the "Units") at a price of US$0.06 per Unit for gross proceeds of up to US$500,000 (the "Offering"). Each Unit will consist of one common share in the capital of the Company (a "Share") and one Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional Share (a "Warrant Share") at an exercise price of US$0.12 per Warrant Share for a period of 24 months following issuance.

The Company may pay finder's fees on the Offering within the amount permitted by the policies of the Canadian Securities Exchange (the "CSE"). The Company will use the proceeds from the Offering for general working capital purposes.

Closing of the Offering is subject to certain conditions, including receipt of all necessary corporate and regulatory approvals, including the CSE. 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 in accordance with applicable securities legislation and will be issued as "restricted securities" as defined in Rule 144(a)(3) under the United States Securities Act of 1933, as amended (the "1933 Act"). The Offering is not subject to a minimum aggregate amount of subscriptions.

The Shares, Warrants and Warrant Shares underlying the Warrants (collectively, the "Securities") being offered have not been, nor will they be, registered under the1933 Act, or any state securities laws, and may not be offered or sold in the United States or to, of for the account or benefit of, "U.S. persons" (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws. This press release will not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Nepra Foods

Nepra Foods is a specialty food company focused on innovative and proprietary allergen and gluten-free food ingredient technologies. The company supports food manufacturers globally with formulations, ingredients and technical support for the production of the next generation of healthy, nutritious foods. For more information on the company, visit www.neprafoods.com.

ON BEHALF OF THE BOARD OF DIRECTORS

William Hogan, CEO & Director
investors@neprafoods.com
720-933-9019

The CSE has neither approved nor disapproved the contents of this news release. The CSE does not accept responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains statements and information that, to the extent that they are not historical fact, constitute "forward-looking information" within the meaning of applicable securities legislation. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information, including, but not limited to, statements relating to the Company's financial performance, business development, results of operations, and those listed in filings made by the Company with the Canadian securities regulatory authorities (which may be viewed at www.sedarplus.ca). Accordingly, readers should not place undue reliance on any such forward-looking information. Further, any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for the Company's management to predict all of such factors and to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The Company does not undertake any obligation to update any forward-looking information to reflect information, events, results, circumstances or otherwise after the date hereof or to reflect the occurrence of unanticipated events, except as required by law including securities laws.

SOURCE: Nepra Foods Inc.

View the original press release on ACCESS Newswire

FAQ

What is the size and price of Nepra Foods (NPRFF) private placement offering?

Nepra Foods is offering up to 8,333,333 units at US$0.06 per unit to raise gross proceeds of up to US$500,000.

What are the terms of the warrants in NPRFF's private placement?

Each warrant allows the purchase of one additional share at US$0.12 per share for 24 months following issuance.

How will Nepra Foods use the proceeds from this offering?

The company will use the proceeds from the offering for general working capital purposes.

What is the hold period for securities issued in NPRFF's private placement?

The securities will have a statutory hold period of four months plus one day from the date of issuance.

Is there a minimum subscription amount for Nepra Foods' private placement?

No, the offering is not subject to a minimum aggregate amount of subscriptions.