Not for distribution to United States newswire services or for dissemination in the United States
TORONTO, Ontario (November 3, 2020) – PharmaCielo Ltd. (“PharmaCielo” or the “Company”) (TSXV: PCLO, OTCQX: PCLOF) is pleased to announce that, due to high demand, it has increased the size of its previously announced private placement offering from $5.0 million to $10.0 million (the “Upsized Offering”). Pursuant to the Upsized Offering, the Company will issue 20,000,000 units (“Units”) of the Company at a price of $0.50 per Unit.
Each Unit will be comprised of (i) one common share (a “Common Share”) of the Company; and (ii) one half of one Common Share purchase warrant (each whole warrant, a “Warrant”) of the Company. Each Warrant entitles the holder thereof to purchase one Common Share (a “Warrant Share”) at a price of $0.65 for a period of 24 months.
“The immediate market demand for this issue has been very positive and is a clear statement of confidence in the continued progress of PharmaCielo,” said David Attard, CEO.
Closing of the Upsized Offering is expected to occur on or about November 20, 2020 (the “Closing Date”). Closing of the Upsized Offering is subject to regulatory approval including that of the TSX Venture Exchange (the “TSXV”).
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.
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.
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.
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 the expected Closing Date and 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 information in this news release to change or to be inaccurate include, but are not limited to, that necessary regulatory approvals, including the approval of the TSXV, may not be obtained in a timely manner or at all in relation to the Offering, that the Closing Date may be later than anticipated due to unforeseen market events, and additional risks described in the Company’s Annual Information Form for the year ended December 31, 2019 filed with the Canadian securities regulatory authorities under the Company’s SEDAR profile at www.sedar.com. 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.