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PharmaCielo Signs Binding Letter of Intent to Acquire Operations in Thailand; Announces $2 Million Non-Brokered Private Placement

April 10, 2024
  • The proposed acquisition of Siam Ventures, which provides contract manufacturing services through a subsidiary, will act as a gateway to large Asian markets for PharmaCielo product.
  • Experienced investor, businessman and lawyer Louis Desmarais, the current Chairman and CEO of Siam Ventures, will join the Company’s board of directors on closing.

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

All amounts expressed in Canadian dollars unless otherwise noted

Toronto, Ontario and Rionegro, Colombia-(April 10, 2024) – PharmaCielo Ltd. (TSXV: PCLO) (OTCQX: PCLOF) (“PharmaCielo” or the “Company”), the Canadian parent of Colombia’s premier cultivator and producer of dried flower and medicinal-grade cannabis extracts, PharmaCielo Colombia Holdings S.A.S., today announced that it has signed a binding Letter of Intent to enter a proposed transaction (the “Proposed Acquisition”) whereby it would acquire 100% of the issued and outstanding shares of Siam Ventures Corporation (“Siam Ventures”) in exchange for common shares of PharmaCielo (the “PharmaCielo Shares”), representing aggregate consideration value of $3,000,000 (the “Purchase Price”). The Purchase Price shall be payable on closing of the Proposed Acquisition by way of the issuance of 13,636,363 PharmaCielo Shares to the shareholders of Siam Ventures on a pro rata basis, representing the equivalent of $3,000,000 (the “Consideration Shares”). The number of Consideration Shares to be issued have been determined based on a price of $0.22 per Consideration Share, which is equal to the volume weighted average price of the PharmaCielo Shares traded on the TSX Venture Exchange (“TSXV”) for the twenty (20) trading days immediately preceding today. Completion of the Proposed Acquisition is subject to due diligence, regulatory approvals, and the satisfaction of other customary closing conditions.

PharmaCielo also announced that it is undertaking a non-brokered private placement of 9,090,909 units (“Units”) at a price of $0.22 per Unit (the “Offering Price”), under the Listed Issuer Financing Exemption (“LIFE”). Certain insiders of PharmaCielo and existing investors of Siam Ventures plan to participate in the Offering. Each Unit will be comprised of (i) one common share (a “Common Share”) of the Company and (ii) one Common Share purchase warrant (a “Warrant”) of the Company (the “Offering”), for gross proceeds of $2.0 million. The Company has the option to increase the size of the Offering to $3.0 million, or an additional 4,545,455 Units. Each Warrant entitles the holder thereof to purchase one Common Share (a “Warrant Share”) at a price of $0.30 for a period of 24 months. Closing of the Offering may take place in one or more tranches, provided that the final tranche closing will occur no later than May 25, 2024, being 45 days following the date hereof (the “Closing Date”). The Company intends to use the net proceeds from the Offering to finance general working capital requirements, expand international markets, and to facilitate the production of product based on the current demand of its customers. Closing of the Offering is subject to regulatory approval including that of the TSX Venture Exchange (the “TSXV”). For additional terms of the Offering, refer to the section titled Additional Terms of the Offering in this press release.

Management Commentary
Marc Lustig, Chairman and CEO of PharmaCielo commented, “This proposed acquisition will provide PharmaCielo with a ready pipeline for its high-quality product as large Asian markets begin to open to cannabinoids. On closing, Louis Desmarais will join our board of directors. Mr. Desmarais is a uniquely qualified and accomplished professional with deep ties in these markets and we expect to benefit from his guidance.”

Mr. Lustig continued, “PharmaCielo’s management team has worked relentlessly over the past two years to drive efficiencies while building our sales pipeline. Our strategy is longer term in nature, based on early adoption in newly opening markets and integration into development-stage products. This strategy takes time to work, but it is about to start paying off. The recent announcement of Ease Labs’ contract with the State Government of São Paulo in Brazil, relying on our proprietary API, is just the beginning. I am personally one of the Company’s largest investors and am confident that this strategy will create enormous shareholder value as markets continue to open, and product development pipelines that are currently early stage, go commercial.”

Louis Desmarais, Chairman and CEO of Siam Ventures added, “Asia represents a very large, long-term opportunity for international cannabis producers. We have spent the past five years establishing the networks required to provide robust distribution across the continent as individual markets begin to open. We have chosen to join with PharmaCielo, and to invest our own capital alongside Marc and other insiders, because we believe that PharmaCielo has all the key attributes required for success in international markets – a deep shelf of high-quality products, a proprietary genetics bank, in-house pharma-level formulation expertise, low incremental cost to scale, and a structural cost advantage. Siam Ventures’ team brings a plug and play manufacturing and distribution platform in a region that we expect will become a much larger part of the global cannabis conversation over the next decade. We look forward to working with Marc and the team to capture this opportunity for PharmaCielo shareholders.”

Siam Ventures Corporation
Siam Ventures, and its principals with over 20 years of business experience in Thailand, have built enduring networks at the intersection of business, government and politics across Asia.

Louis Desmarais
Louis Desmarais is currently the Chairman & CEO of Siam Ventures. Mr. Desmarais is also the Honorary Consul General – Montreal, as well as an Honorary Trade Advisor, for the Royal Kingdom of Thailand.

Prior to Siam Ventures, Mr. Desmarais was the Managing Partner of Darwin Financial Corporation and the founder and managing partner of St-Lawrence Capital, LP, an early-stage venture capital fund, whose main investors included The Caisse de Dépôt et Placement du Québec, the Quebec Solidarity Fund and Investment Quebec. Before that, he was a general partner of Skypoint Capital Corporation, where he led Skypoint’s fundraising efforts and ran the fund’s Quebec operations. Prior to this, he was a partner of Wynnchurch Capital, a $500 million private equity firm based in Chicago and Montreal, where he played a key role in fund raising, and sourcing and monitoring the fund’s early-stage ventures. Between 1987 and 1999, Mr. Desmarais managed Desmarais Capital Corporation.

Mr. Desmarais began his career as a Chartered Accountant at Deloitte & Touche, following which he studied law. In 1985, he was the law clerk for the Chief Judge of the Tax Court of Canada, following which he was the law clerk for Justice Jean Beetz at the Supreme Court of Canada. In 1986, he joined the law firm of McCarthy Tétrault as a securities lawyer.

Additional Terms of the Offering
The Offering is being completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 Prospectus Exemptions and therefore the securities issued in the Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document (the “Offering Document “) related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and at www.pharmacielo.com. Prospective investors should read the Offering Document before making an investment decision.

In connection with the Offering, the Company will pay a commission or finder’s fee to eligible persons from the gross proceeds raised under the Offering. The Units will be offered by way of private placement in Ontario and such other provinces and territories of Canada 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 (the “US Securities Act”), 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 Units 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 Units, Common Shares, Warrants and Warrant Shares issuable thereunder have not been, nor will they be, registered under the US Securities Act and such securities may not be offered or sold within the United States, or to or for the account or benefit of U.S. persons, absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements. This press release does not constitute an offer of Units, Common Shares and Warrants for sale, nor a solicitation for offers to buy such securities.

Financial and Legal Advisors
Bennet Jones LLP has acted as legal counsel and Cormark Securities Inc. as financial advisor for the Proposed Acquisition and Offering.

Grant of Stock Options, Restricted and Deferred Share Units
Effective April 9, 2024, PharmaCielo granted an aggregate of 3,050,000 stock options, 300,000 Deferred Share Units (“DSUs”), and 1,060,000 Restricted Share Units (“RSUs”) to directors, officers, and key employees. The Company also issued 1,545,948 DSUs to settle $340,109 director fees owed. The options and RSUs vest 50% immediately, 25% on the first-year anniversary and 25% on the second-year anniversary. The options are exercisable at $0.22 per share and expire five years from the date of grant. The RSUs, DSUs and options are granted pursuant to the Company’s RSU, DSU and stock option plans, respectively.

Shares for Settlement of Certain Amounts Owing
Today, the Company announced that as approved by TSXV, it issued 639,439 common shares of the Company (“Settlement Shares”), in satisfaction of $134,077 debt owed to certain former service providers of the Company.

The Company also announced that it intends to further issue, subject to the approval of TSXV, up to 1,323,960 Settlement Shares, in satisfaction of $291,270 debt owed to certain service providers of the Company. The deemed price of the common shares to be issued have been determined as C$0.22, being the 20-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 D. Atacan, Director & 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 2019, and the Management’s Discussion and Analysis for the financial year 2022 which are both 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.