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PharmaCielo Raises $3.3 Million under Previously Announced Non-Brokered Private Placement

October 6, 2023

PharmaCielo Raises $3.3 Million under Previously Announced Non-Brokered Private Placement

  • Today the Company closed the latest tranche consisting of 1,500 units for aggregate proceeds of $1,500,000.
  • The Company also announced that it has agreed to issue shares and debt in settlement of certain amounts owing.

TORONTO, Canada and RIONEGRO, Colombia (October 5, 2023) – PharmaCielo Ltd. (“PharmaCielo” or the “Company”) (TSXV: PCLO, OTCQX: PCLOF), the Canadian parent of Colombia’s premier cultivator and producer of dried flower and medicinal-grade cannabis extracts, PharmaCielo Colombia Holdings S.A.S. (“Holdings”), today announced that it has closed another tranche of the non-brokered private placement (the “New Offering”) that was announced on June 29, 2023. Under the New Offering, to date, PharmaCielo issued 3,900 debenture units (each a “Unit”), for aggregate proceeds of $3,300,000, while 600 Units have been issued to satisfy amounts owing to certain previous service providers and employees. The Company is continuing to issue the Units in multiple closings and using the proceeds from the sale of the Units for operations, working capital and the build-out of its international sales program.


Management Commentary

“Our team continues to make steady progress against our internal sales objectives and efficiency targets,” said Marc Lustig, Chairman and CEO of PharmaCielo. “While the equity markets remain challenging, the non-dilutive capital we continue to raise is a sign of support from current and new investors. I am confident that the team’s consistent work to ensure PharmaCielo is in discussions with the right producers in key global markets, combined with our scalable production base will continue to move us closer to an inflection point in both sales and cash flow.”

Shares for Settlement of Certain Amounts Owing

Today, the Company also announced that it intends to issue, subject to the approval of the TSX Venture Exchange (the “TSXV”), up to 2,272,727 common shares of the Company (“Settlement Shares”), in satisfaction of an aggregate of up to $500,000 debt owed to certain former service providers and former employees of the Company. The deemed price of the common shares to be issued have been approved by TSXV to be C$0.22, being the higher of the price of common shares at market close, or 10-day Volume Weighted Average Price on the date the board of directors of the Corporation approved issuance of shares, (the “Deemed Price”).

The Settlement Shares  will be subject to a four-month hold period under applicable Canadian securities laws, starting from the date of issuance of the Settlement Shares.

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, pharmaceutical-grade medical cannabis 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 center 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.

For further information

Ian Atacan, Chief Financial Officer

+1 416-562-3220

i.atacan@pharmacielo.com

 Media and Investor Inquires:

investors@pharmacielo.com

Forward-Looking Statements

This news release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as “expects”, “is expected”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or state that certain actions, events or results “may” or “will” be taken, occur or be completed or achieved.

Forward-looking statements can be affected by known and unknown risks, uncertainties and other factors, including changes to PharmaCielo’s development plans, the failure to obtain and maintain all necessary regulatory approvals relating to the export of cannabinoid products and the import of these products into other countries, TSX Venture Exchange approval, the inability to export or distribute commercial products through sales channels as anticipated due to economic or operational circumstances, risks associated with operating in Colombia, fluctuation of the market price for the Company’s products, risks associated with global economic instability relating to COVID-19 or other developments, risks related to retention of key Company personnel, currency exchange risk, competition in PharmaCielo’s market and other risks discussed or referred to under the heading “Risk Factors” in PharmaCielo’s Annual Information Form for the financial year ended December 31, 2019, which is available at www.sedar.com. Accordingly, readers should not place undue reliance on forward-looking statements. Except as required by law, PharmaCielo    undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.