Voyageur Announces Closing Of Non-Brokered Private Placement Pursuant To Listed Issuer Financing Exemption

Executive Summary

• Voyageur Pharmaceuticals Ltd. has closed the final tranche of its non-brokered private placement, raising approximately $5.0 million in aggregate gross proceeds.
• The offering consists of 30,935,000 regular units at $0.10/unit and 15,931,486 flow-through units at $0.12/unit, each bundled with warrants exercisable at $0.20 per share.
• Net proceeds will be directed toward FDA licensing for barium contrast products, regulatory approvals and exploration for the Frances Creek project, U.S. iodine project development, and general corporate purposes.

Key Details

• Total Gross Proceeds: $5,005,278.32 ($3,093,500 from regular units + $1,911,778.32 from flow-through units).
• Units Issued: 30,935,000 regular units at $0.10 per unit; 15,931,486 flow-through units at $0.12 per unit.
• Warrant Terms: Each unit includes one warrant exercisable at $0.20/share for 36 months; warrants are not exercisable until 70 days post-issuance.
• Warrant Acceleration Clause: If the TSXV closing price reaches or exceeds $0.40 for 10 consecutive trading days (after 6 months), the company may accelerate warrant expiry to 60 days from notice.
• Finder’s Commissions & Broker Warrants: Paid $192,040 cash + issued 1,920,400 broker warrants ($0.10 exercise price, 12-month term) for regular units; paid $145,802.25 cash + issued 1,215,019 broker warrants ($0.12 exercise price, 12-month term) for flow-through units.
• Regulatory Exemption: Issued under the Listed Issuer Financing Exemption (LIFE Exemption) per NI 45-106 Part 5A; no hold period under Canadian securities laws (subject to TSXV legending requirements).
• Use of Proceeds: FDA licensing for barium contrast product suite, regulatory approvals for Frances Creek bulk sample extraction, Frances Creek project exploration and feasibility work, U.S. iodine project development, and general corporate purposes.
• Related Party Participation: Insiders subscribed for 900,000 units ($0.10 each), representing 1.92% of the securities issued, increasing insider ownership to 0.41% on a non-diluted basis. The transaction is exempt from MI 61-101 formal valuation and minority shareholder approval requirements.
• Final Closing Status: This marks the final closing of the offering; the company will not complete further tranches or issue additional securities under this placement.