PHARMACIELO LTD. /NOT FOR DISTRIBUTION TO
"Against a backdrop of very challenging capital markets, we are very pleased to have successfully closed this nominal equity offering, in which both management team and board members participated. This round of funding provides
Each Special Warrant entitles the holder thereof to receive one common share (each, a "Common Share") of the Company on exercise thereof. Each Special Warrant will be automatically exercised on the earlier of: (i) the fifth business day after the Prospectus Qualification (as defined below) (the "Qualification Date"); and (ii) at
The net proceeds of the Offering shall be used to support the anticipated processing capacity expansion, commence ramping up the Company's contract growing operations, working capital and general corporate purposes.
The closing of the Offering is subject to regulatory approval including that of the
Additional Information Regarding the Offering
The Company has agreed to use commercially reasonable efforts to obtain a receipt for a final short form prospectus qualifying the distribution of the underlying Common Shares to be issued upon exercise of the Special Warrants (the "Prospectus Qualification") on or before
In consideration for their services, the Agents received a cash commission of $123,637.74, a portion of which was satisfied by the issuance of an aggregate of 181,812 Special Warrants at the Offering Price (the "Broker Special Warrants") and an aggregate of 190,212 broker warrants (the "Broker Warrants"). Each Broker Warrant is exercisable to purchase one Common Share at the Offering Price for two years from the date hereof.
The Company paid a finder's fee of 7%, in a combination of cash and securities of the Company, in consideration for certain placements in connection with subscriptions from certain subscribers introduced by finder's at arm's length to the Company.
In satisfaction of a condition of the Offering, certain members of senior management and the Board of the Company have entered into lock-up agreements for a period of 120 days from the date of closing prohibiting their disposition of securities of the Company subject to certain exceptions.
Subject to Prospectus Qualification, the Special Warrants and the Common Shares issuable thereunder are subject to a hold period in
The Offering constituted a related party transaction within the meaning of Multilateral Instrument 61-101 ("MI 61-101") as insiders of the Company subscribed for an aggregate of 600,973 Special Warrants. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The participants in the Offering and the extent of such participation were not finalized until shortly prior to the completion of the Offering. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the Offering pursuant to a material change report filed at least 21 days prior to the completion of the Offering.
Share for Debt Settlement
Neither the
About
The boards of directors and executive teams of both
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of applicable securities laws, such as statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Use of words such as "may", "will", "expect", "believe", "intends", "likely", or other words of similar effect may indicate a "forward looking" statement. These statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including those described in the Company's publicly filed documents (available on SEDAR at www.sedar.com). Forward looking statements in this press release include those relating to the global economic response to the effects of the COVID-19 pandemic, resuming commercial extraction, processing and delivery activities, the timing of the automatic exercise of the Special Warrants, obtaining a receipt for a final short form prospectus, that holders of Special Warrants may be entitled to receive, without payment of additional consideration, 1.1 Common Shares per Special Warrant in certain circumstances and the approval of the Offering and the Debt Settlement by the TSXV. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking statements in this news release to change or to be inaccurate include, but are not limited to, that necessary regulatory approvals including the approval of the TSXV may not be obtained in relation to the Offering and the Debt Settlement, that the market for the Company's products may be subject to volatility, that there may be less than anticipated demand for the Company's products, risks associated with the Company operating in
Given these risks and uncertainties, investors should not place undue reliance on forward looking statements as a prediction of actual results. All forward looking statements in this press release are qualified by these cautionary statements. These statements are made as of the date of this news release and, except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward looking statement, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, its financial or operating results or its securities.
SOURCE
© Canada Newswire, source
