PharmaCielo Ltd. announced a non-brokered private placement of 5,000 debenture units at an issue price of CAD 1,000 per unit for gross proceeds of CAD 5,000,000 on June 29, 2023. The transaction may include participation from insiders, including directors and management. The company expects to issue the units on or about June 30, 2023, in one or more closings, subject to the approval of the TSX Venture Exchange.

Each unit will consist of CAD 1,000 principal amount of 11% secured debentures and 1,000 non-transferable common share purchase warrants. Each Debenture Warrant will entitle the holder for a period of 60 months from the initial closing date to acquire one common share of the company at an exercise price equal to higher of the price equal to the market price of the common shares or the 10-day VWAP at the time of the initial closing. The debentures will bear interest at a rate of 11.0% per annum, will mature 36 months from the date of initial closing date, and will be guaranteed by Holdings.

The company will have the right to redeem any or all of the debentures from time to time at the following percentages of face value 105% at any time prior to the first anniversary of the initial closing date; 103% at any time on or after the first anniversary of the initial closing date and prior to the second anniversary of the initial closing date; and 101% thereafter, in each case together with accrued and unpaid interest to, but not including, the date of redemption. The debentures, debenture warrants and any common shares issuable upon exercise of the debenture warrants will be subject to a four-month hold period under applicable Canadian securities laws, starting from the date of issuance of the corresponding units.