PharmaCielo Ltd. Prices $8 Million Offering; Closing Scheduled for April 14
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TORONTO, April 6, 2020 /CNW/ - PharmaCielo Ltd. ("PharmaCielo" or the "Company") (TSXV: PCLO, OTCQX: PCLOF) announced today that further to its April 1 release, it has received subscriptions and subscription commitments in excess of CAD$8 million for its previously announced best efforts private placement offering (the "Offering") of special warrants ("Special Warrants"). The Offering has been priced in the context of the market with each Special Warrant now being offered at a price of CAD$0.65 per Special Warrant. The Company also announced today that the $5 million lead subscriber of the Offering has agreed to lower its earlier condition for the minimum size of the Offering to gross proceeds of CAD$8 million.
The Offering is being conducted on a best efforts basis by Cormark Securities Inc. as lead agent along with Stifel Nicolaus Canada Inc. and Echelon Wealth Partners Inc. (collectively, the "Agents").
Each Special Warrant will entitle the holder thereof to receive one common share (each, a "Common Share") of the Company. 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 4:59 p.m. (EDT) on the date which is four months and a day following the Closing Date (as defined below).
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 automatic exercise of the Special Warrants (the "Prospectus Qualification") on or before 5:00 p.m. (EDT) on May 15, 2020 (the "Qualification Deadline"). If the Qualification Date does not occur before the Qualification Deadline, each holder of Special Warrants shall be entitled to receive, without payment of additional consideration, 1.1 Common Shares per Special Warrant.
Closing of the Offering is anticipated to occur on April 14, 2020 or such other date as the Company and the Agents may agree and is subject to regulatory approval including that of the TSX Venture Exchange (the "TSXV").
Neither the 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.
ABOUT PHARMACIELO
PharmaCielo Ltd. (TSXV: PCLO, OTCQX: PCLOF) is a global company, headquartered in Canada, with a focus on ethical and sustainable processing and supplying of all natural, medicinal-grade cannabis oil extracts and related products to large channel distributors. PharmaCielo's principal (and wholly owned) subsidiary is PharmaCielo Colombia, headquartered at its nursery and propagation centre located in Rionegro, Colombia.
The boards of directors and executive teams of both PharmaCielo and PharmaCielo Colombia are comprised of a diversely talented group of international business executives and specialists with relevant and varied expertise. PharmaCielo recognized the significant role that Colombia's ideal location will play in building a sustainable business in the medical cannabis industry, and the Company, together with its directors and executives, is executing on a business plan focused on supplying the international marketplace.
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 subscription indications under the Offering, 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, the estimated timing of the Closing Date and the approval of the Offering 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 the size of the Offering may change given current market uncertainties related to COVID 19 and other related factors, that necessary regulatory approvals including the approval of the TSXV may not be obtained in relation to the Offering, that the Closing Date may be later than anticipated due to unforeseen market events thereby requiring the Company to issue additional Common Shares to holders of the Special Warrants and further diluting current shareholders of the Company, 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 Colombia, risks associated with global economic instability relating to COVID 19 and the potential for it to disrupt global markets as well as the other risks and uncertainties applicable to cannabis producing companies.
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 PharmaCielo Ltd.
David Gordon, Chief Corporate Officer, +1.416.864.6116, [email protected]; Investor Inquiries: [email protected]; Media Relations: Gal Wilder, Cohn & Wolfe, +1.647.259.3261, [email protected]
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