HAVN Life Announces CAD$2,000,000 Private Placement with U.S. Institutional Investors

/NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES./

VANCOUVER, BC, March 1, 2022 /CNW/ - HAVN Life Sciences Inc. (CSE: HAVN) (OTC: HAVLF) (FSE: 5NP) (the "Company" or "HAVN Life") a biotechnology company pursuing standardized extraction of psychedelic compounds for the creation of APIs that support brain health and cognitive function, is pleased to announce that it has entered into a securities purchase agreement with certain U.S. institutional investors for a private placement of 22,988,506 of its common shares ("Common Shares") (or Common Share equivalents), and warrants to purchase up to an aggregate of 22,988,506 Common Shares ("Warrants") at a purchase price of CAD$0.087 per Common Share and associated Warrant, for gross proceeds of approximately CAD$2,000,000 (the "Private Placement"). Each Warrant will entitle the holder to purchase one Common Share at an exercise price of CAD$0.125 for a period of five years following the issuance date.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the Private Placement.

The Common Shares (or Common Share equivalents) and Warrants to be issued under the Private Placement will be qualified by way of a prospectus supplement under the Company's short form base shelf prospectus dated October 4, 2021 (the "Prospectus Supplement") which will be filed in the Province of British Columbia. In the United States, the Common Shares (or Common Share equivalents), Warrants and the Common Shares issuable upon the exercise of the Warrants will be offered on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and certain other jurisdictions in accordance with applicable securities laws.

The net proceeds of the Private Placement will be used by the Company for general working capital purposes.  No securities were offered or sold to Canadian residents in connection with the Private Placement.  The Private Placement is expected to close on or about March 3, 2022, subject to the satisfaction of customary closing conditions.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in Canada in connection with the Private Placement.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities referred in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the "U.S. Securities Act"), or any U.S. state securities laws, and such securities may not be offered or sold within the United States or to any U.S. person absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements. "United States" and "U.S. person" have the respective meanings ascribed to them in Regulation S under the U.S. Securities Act.

On Behalf of The Board of Directors

Tim Moore

Chief Executive Officer

About HAVN Life Sciences Inc.

HAVN Life Sciences is a biotechnology company pursuing standardized extraction of psychedelic compounds for the creation of APIs, the development of natural health products, and innovative therapies to support brain health and cognitive function.

Through its research division, HAVN Labs, the company has developed an end-to-end supply chain of standardized, naturally derived psychedelic compounds for research that will define the future of modern medicine. With its new line of natural health products, HAVN Life offers a full range of high-quality mushroom and plant extracts that help boost immune function, reduce inflammation and support a healthy lifestyle.

Purchase our products and find out more at yourhavnlife.com, and follow us on Facebook, Twitter,  Instagram and Youtube.

Forward-Looking Information: This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. The "forward-looking information" herein may include, but is not limited to statements regarding: the Private Placement; the receipt of all necessary approvals for the Private Placement; the completion of the Private Placement; the amount and use of the net proceeds of the Private Placement; the anticipated closing date of the Private Placement; the qualification of the Common Shares and Warrants issued under the Private Placement and the filing of the Prospectus Supplement in British Columbia; and the satisfaction of the closing conditions for the Private Placement.

Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking information. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance and developments to differ materially from those contemplated by these statements depending on, among other things, risks and uncertainties relating to the Private Placement not closing as planned or at all or on terms and conditions set forth in the related securities purchase agreement; direct and indirect material adverse effects from the COVID-19 pandemic; inability to obtain future financing on suitable terms; failure to obtain required regulatory and other approvals; risks inherent in the biotechnology sector; changes in applicable laws and regulations; and failure to comply with applicable laws and regulations.

In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, HAVN Life has made certain assumptions. These assumptions include, but are not limited to: assumptions as to the time required to complete matters related to the Private Placement; the ability to complete the Private Placement; the ability of the parties to obtain, in a timely manner, the requisite regulatory, corporate and other third party approvals and the satisfaction of other conditions to the Private Placement on the proposed terms; the potential impact of the announcement or consummation of the Private Placement on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; and compliance with extensive government regulation.

Except as required by law, the Company expressly disclaims any obligation and does not intend to update any forward-looking statements or forward-looking information in this news release. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. The statements in this news release are made as of the date of this release.

The CSE has not reviewed, approved or disapproved the content of this press release 

SOURCE HAVN Life Sciences Inc.

Investor Relations: [email protected], 604 687-7130; Media: [email protected], 647 896-8078