Voyageur Pharmaceuticals Ltd. (TSX-V: VM) announced the closing of its non-brokered private placement, raising aggregate gross proceeds of $5,005,278.32. The offering, which consisted of 30,935,000 units at $0.10 per unit and 15,931,486 flow-through units at $0.12 per FT unit, represents the final closing, with no further tranches expected. Each unit includes one common share and one warrant, while each FT unit includes one flow-through common share and one warrant. Warrants are exercisable at $0.20 per share for 36 months, subject to an acceleration clause triggered if the share price exceeds $0.40 for 10 consecutive trading days after six months.
The net proceeds will be used for FDA licensing of the company's barium contrast product suite, regulatory approvals for the Frances Creek bulk sample extraction, exploration and feasibility work at Frances Creek, U.S. iodine project development, and general corporate purposes. The offering was conducted under the Listed Issuer Financing Exemption (LIFE), and the securities are not subject to a hold period under Canadian securities laws, though they may be subject to TSX Venture Exchange requirements. Finders received cash commissions totaling $337,842.25 and 3,135,419 broker warrants.
Insiders subscribed for 900,000 units, representing 1.92% of the securities issued, increasing their non-diluted ownership to 0.41%. This participation constitutes a related party transaction under MI 61-101, but the company is exempt from formal valuation and minority approval requirements as the transaction's fair market value does not exceed 25% of market capitalization. The offering was unanimously approved by the board of directors, including disinterested directors.
Voyageur is developing barium and iodine active pharmaceutical ingredients (APIs) for medical imaging contrast media. The company owns a 100% interest in the Frances Creek barium sulfate project, which contains high-grade mineral suitable for pharmaceutical use. Voyageur aims to become the first vertically integrated company in the radiology contrast media market, controlling raw material sourcing to final production, with a motto of "From the Earth to the Bottle." The company has five barium contrast products licensed by Health Canada and plans to partner with GMP manufacturers to generate cash flow before transitioning to domestic manufacturing.
Forward-looking statements in the release are based on assumptions including regulatory approvals, market conditions, and the company's ability to execute its business plan. Risks include potential delays in approvals, commodity price fluctuations, and competition. The TSX Venture Exchange has not yet accepted the offering, and final acceptance remains pending.
