/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO (June 10, 2020) – PharmaCielo Ltd. (TSXV: PCLO) (OTCQX: PCLOF) (the “Company” or “PharmaCielo”) is pleased to announce that it has entered into an agreement with a syndicate of investment dealers led by Cormark Securities Inc. and Stifel GMP (the “Lead Underwriters” and, collectively, the “Underwriters”) pursuant to which the Underwriters have agreed to purchase 5,555,600 common shares (the “Common Shares”) from the treasury of the Company, at a price of $0.72 (“the “Offering Price”) per Common Share and offer them to the public by way of short form prospectus for total gross proceeds of approximately $4,000,000 (the “Offering”).
In addition, the Company has granted the Underwriters an option (the “Over-Allotment Option”) to purchase up to an additional 15.0% of the Common Shares of the Offering on the same terms exercisable at any time up to 30 days following the closing of the Offering, for market stabilization purposes and to cover over-allotments, if any.
The net proceeds of the Offering shall be used for working capital and general corporate purposes.
Closing of the Offering is expected to occur on or about June 30, 2020 and is subject to regulatory approval including that of the TSX Venture Exchange.
The Common Shares to be issued under the Offering will be offered by way of a short form prospectus in each of British Columbia, Alberta, Ontario and Quebec, and may be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws, and certain other jurisdictions outside of Canada and the United States.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy 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. This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
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 LTD.
PharmaCielo Ltd. 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 Holdings S.A.S., headquartered at its cultivation and processing centre located in Rionegro, Colombia.
The board of directors and executive team of PharmaCielo 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 plays 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.
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). Those risks and uncertainties include that closing of the Offering may not occur when anticipated, necessary approvals for the Offering including the approval of the TSX Venture Exchange may not be obtained, that the Offering Price may be subject to change, dilution to existing 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.. Many of these risks and uncertainties can affect the Company’s actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statement made by the Company or on its behalf. 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. The Company does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by the Company or on the Company’s behalf, except as required by applicable law.