Disani Capital Corp.

NeutriSci International Inc.

December 01, 2014 09:00 ET

NeutriSci Oversubscribes Financing and Announces Closing of RTO

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 1, 2014) -


  • Upon closing company has in excess of $4.9M to execute sales strategy

  • Preparing Global Launch of NeuEnergy Energy Melts

  • Increasing Marketing Efforts of the NeutriSci line to Increase Sales

NeutriSci International Inc. (the "Company" or "NeutriSci"), formerly known as Disani Capital Corp. (formerly TSX VENTURE:DSN.H) is pleased to announce that it has closed its planned acquisition of NeutriSci International Corp. pursuant to the terms of an amalgamation agreement between the parties. The private placement that was completed in connection with the acquisition was priced at $0.75 per unit and closed oversubscribed at $4.3 million. With the private placement proceeds and funds from the exercise of all outstanding Disani warrants, which were exercised on closing, the Company has in excess of $4.9 million to further the execution of its business plan. Haywood Securities Inc. acted as sponsor in connection with the RTO transaction.

In connection with the acquisition, NeutriSci also completed a consolidation of its issued and outstanding common shares on a 3 to 1 basis and changed its name from Disani Capital Corp. to NeutriSci International Inc. Pursuant to the amalgamation, NeutriSci issued 9,792,622 common shares, 6,758,936 Series A preferred shares, 8,110,723 Series B preferred shares, 8,110,712 Series C preferred shares. Each Series A, B and C preferred share will automatically convert to common shares of NeutriSci on February 26, 2015, May 26, 2015 and August 26, 2015, respectively. 375,000 common shares were also issued as a finder's fee in connection to the amalgamation. NeutriSci currently has a total of 14,283,766 common shares issued and outstanding.

In addition the Company issued 3,634,238 common share purchase warrants, including 765,892 warrants which entitle the holders to acquire one common share of NeutriSci at an exercise price of $0.59 per share with varying expiry dates ranging from December 10, 2014 to March 25, 2016, while the balance of 2,868,346 warrants, issued to participants in the private placement, entitle the holder to acquire one common share of NeutriSci at an exercise price of $1.00 per share, until May 26, 2016, subject to acceleration in certain events.

Pursuant to escrow requirements of the TSX-V, a total of 10,290,520 securities of NeutriSci are subject to escrow and will be released over 36 months.

NeutriSci paid $201,251.75 in finder's fees in connection with the private placement, and also issued 221,669 broker warrant. Each broker warrant entitles the holder to acquire one NeutriSci common share on the same terms as the warrants issued as part of the private placement.

On closing of the acquisition each of Glen Rehman, Jeff Durno, Paula Rogers, Dana Montenegro and Anthony Hugens were appointed to the NeutriSci board of directors. NeutriSci thanks each of Scott Ackerman, Robert Chisholm, Craig Goldenberger and Rick Cox, each of whom has stepped down from the board of directors on closing, for their service to the Company.

Scott Ackerman and Robert Chisholm continue to serve as Chief Executive Officer and Chief Financial Officer of the Company, respectively. Glen Rehman has been appointed as Chief Executive Officer and Will Wagner has been appointed as Business Development Manager of the Company's operating subsidiary.

NeutriSci will graduate to Tier 2 of the TSX-V and it is anticipated that its shares will resume trading under the new symbol "NU" (CUSIP 64129Y107) at the open of the market on December 3, 2014.

Additional details about NeutriSci's RTO Transaction are set out in the filing statement filed by NeutriSci on www.sedar.com on November 7, 2014.

The Company also announces that it has granted 800,000 stock options to directors, officers and employees of the Company. The options have an exercise price of $0.75 per share and expire in five years.

Glen Rehman, President of NeutriSci states, "With the close of this transaction, we are very excited to expand our marketing efforts of the NeutriSci stable of products for both Retail and Online distribution. In addition, we have built an experienced management team to execute the global launch of NeuEnergy; a brand new alternative to popular high caffeine energy products, with global sales of over $20 Billion annually. NeutriSci plans to release detailed information regarding these initiatives in the coming weeks. We believe NeutriSci is positioned to grab market share in this very lucrative and growing market segment."

On Behalf of the Board of Directors of NEUTRISCI INTERNATIONAL INC.

Glen Rehman, President

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward-looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws.

About NeutriSci International Inc.: NeutriSci specializes in the innovation, production and formulation of nutraceutical products. Established in 2009, NeutriSci has focused on the development of several breakthrough nutraceutical products with an initial focus on areas such as heart and cholesterol health, sleep deprivation therapies, immune defense as well as men's prostate and sexual health. NeutriSci continues to build strong relationships and distribution channels for its BluScience and Neu Energy™ products with retailers throughout the United States. NeutriSci is focusing efforts in strengthening sustainable sales models with convenience and drugstore chain retailers such as Walgreens, CVS, Rite Aid, 7-11 and Circle K. For more information, visit: www.neutrisci.com.

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