PharmaCielo Announces Results of AGM

TORONTO, Canada and RIONEGRO, Colombia (May 24, 2019) – PharmaCielo Ltd. (“PharmaCielo” or the “Company”) (TSXV:PCLO), the Canadian parent of Colombia’s premier cultivator and producer of medicinal-grade cannabis oil, PharmaCielo Colombia Holdings S.A.S., is pleased to announce the results of the Company’s annual general and special meeting (the “AGM”) held on May 23, 2019, in Toronto, Ontario.

Votes For

Fix the number of directors to be elected at six (6)

99.70%

Election of Directors
   Simon Langelier

99.71%

   David Attard

99.71%

   Douglas Bache

99.71%

   Henning von Koss

99.71%

   Matteo Pellegrini

99.71%

   Carlos Manuel Uribe

99.99%

 

Appointment of MNP LLP, Chartered Professional Accountants, as the Company’s auditors.

99.37%

Approve the amendment of the stock option plan of the Company (the “Stock Option Plan”) to fix the number of Common Shares issuable upon exercise of stock options at 15,693,957 common shares of the Company (“Common Shares”).

93.90%

Approve the amendment to the restricted share unit (“RSU”) plan of the Company (the “RSU Plan”) to fix the number of Common Shares issuable upon the vesting of RSUs at 3,531,125 Common Shares.

99.68%

Approve the amendment to the restricted share unit (“DSU”) plan of the Company (the “DSU Plan”) to fix the number of Common Shares issuable upon the vesting of DSUs at 0 Common Shares.

99.68%

 

A total of 35,576,695 Common Shares were present in person or by proxy at the AGM, which constituted a quorum of shareholders, and represented 37.01% of the 96,125,419 issued and outstanding Common Shares entitled to vote as of April 17, 2019, the record date for the AGM.

For more information on the matters approved by shareholders at the AGM, please refer to the Company’s Management Proxy Circular that is available on SEDAR (www.sedar.com).

RSU Grant
The RSUs are governed by the RSU Plan. The RSU Plan was approved by shareholders on May 23, 2019. The number of Common Shares that may be reserved for issuance pursuant to awards granted under the RSU Plan is 3,531,125, and together with the number of Common Shares issuable under the grant of Stock Options under the Stock Option Plan and DSUs under the DSU Plan may be up to 19,225,082 Common Shares, being 20% of the 96,125,419 issued and outstanding Common Shares as at April 17, 2019, the record date for the AGM.

On May 23, 2019 the Board granted 250,000 RSUs to Scott Laitinen, the Chief Financial Officer of the Company that vest two years from the date of grant. Each RSU entitles the holder to receive one Common Share upon vesting. After this issuance of RSUs to Mr. Laitinen, there are 1,258,000 RSUs issued and outstanding.

About PharmaCielo

PharmaCielo Ltd. (TSXV:PCLO) 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 SAS, headquartered at its nursery and propagation centre located in Rionegro, Colombia.

The boards of directors and executive teams of both PharmaCielo and PharmaCielo Colombia Holdings SAS 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.

For further information:
www.PharmaCielo.com

Media Relations:
International: Gal Wilder, Cohn & Wolfe
+1.647.259.3261
gal.wilder@cohnwolfe.ca

Colombia: María Paula Peña Fdz., SPR GROUP S.A.
PBX: 57-1 2877234
mariapaula.pena@sprgroup.biz

Investor Inquiries:
Investors@PharmaCielo.com

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

Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as, “expects”, “is expected”, “intends”, “believes”, or variations of such words and phrases or state that certain actions, events or results “may” or “will” be taken, occur or be achieved. Forward-looking statements include statements with respect to the vesting of RSUs. Such forward-looking statements are based on assumptions, including compliance with the RSU Plan enabling the RSUs to vest. Forward-looking statements can be affected by known and unknown risks, uncertainties and other factors, including, but not limited to, the equity markets generally, risks associated with early stage companies, risks associated with the regulation of cannabis and cannabinoid derivatives, failure to obtain necessary TSXV approval, competition for PharmaCielo’s planned products, risks associated with operating in Colombia, and currency exchange risk. 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.