/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
TORONTO (July 3, 2020) – PharmaCielo Ltd. (“PharmaCielo” or the “Company“) (TSXV: PCLO) (OTCQX: PCLOF) is pleased to announce that it has closed its previously announced “bought deal” offering (the “Offering“) of common shares conducted by a syndicate of underwriters, co-led by Cormark Securities Inc. and Stifel GMP (collectively, the “Underwriters“). The Company issued 6,388,940 common shares at a price of $0.72 per common share (the “Offering Price“) for aggregate gross proceeds of $4,600,036.80, including proceeds from the exercise in full of the Underwriters’ over-allotment option to purchase 833,340 additional common shares.
The net proceeds of the Offering will be used for non-operational payroll expenses of PharmaCielo Colombia S.A.S. (“PharmaCielo Colombia“), non-operational payroll taxes of PharmaCielo Colombia, purchase of ethanol and CO2 to be used for extraction purposes, and other working capital and general corporate purposes.
The closing of the Offering is subject to regulatory approval including that of the TSX Venture Exchange (the “TSXV“). The TSXV has conditionally approved the listing of the offered common shares.
Additional Information Regarding the Offering
In satisfaction of a condition of the Offering, senior management and directors of the board of the Company have entered into a lock-up agreement for a period of 90 days from the date of closing prohibiting their disposition of securities of the Company subject to certain exceptions.
The Offering was conducted by way of a short form prospectus in each of British Columbia, Alberta, Ontario and Quebec. A copy of the (final) short form prospectus is available under the Company’s profile on the SEDAR website at www.sedar.com.
The offered common shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, persons in the United States or U.S. Persons, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer of common shares for sale, nor a solicitation for offers to buy such securities.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) 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 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). Forward-looking statements included in this press release include, but are not limited to, the use of proceeds of the Offering 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 statements in this press 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 relation to the Offering, 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. 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 press 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.