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TORONTO and RIONEGRO, Colombia, March 3, 2021 /CNW/ - PharmaCielo Ltd. (TSXV: PCLO) (OTCQX: PCLOF) ("PharmaCielo" or the "Company"), is pleased to announce that it has filed a preliminary short form prospectus in connection with an overnight marketed offering (the "Offering") of common shares (the "Common Shares") from the treasury of the Company, at a price per Common Share to be determined in the context of the market (the "Offering Price") for minimum gross proceeds of $10,000,000 (the "Minimum Offering"). The Offering will be conducted through a syndicate of agents led by Cormark Securities Inc. and including Stifel GMP (collectively the "Agents").
The Company has granted the Agents an option (the "Over-Allotment Option") to purchase up to an additional 15% of the Common Shares of the Offering on the same terms exercisable at any time up to 30 days following the closing of the Offering, for market stabilization purposes and to cover over-allotments, if any.
Henning von Koss, CEO of PharmaCielo, commented, "PharmaCielo is one of the few global cannabis suppliers in the market today with both the scale and flexibility to enable innovation throughout a sophisticated B2B supply chain. 2021 is an important year for the Company, as we focus on leveraging a fully built-out operational foundation, including one of the largest extraction platforms available anywhere in the world, into commercial success. This Offering will enable us to accelerate our business development and commercialization activities in key markets and with targeted customers globally. We have already made significant progress in the first two months of the year and expect to achieve key milestones over the next several months on our way to building PharmaCielo into an industrial-scale global provider of medicinal-grade cannabinoid extracts to pharmaceuticals, cosmetics, health & wellness and CPG players."
Provided the Minimum Offering is subscribed for, closing of the Offering is expected to occur on or about March 18, 2021 and is subject to certain conditions, including regulatory approval, including that of the TSX Venture Exchange and the entry into of a definitive agency agreement between the Company and the Agents.
The net proceeds of the Offering shall be used for growth initiatives and for general working capital purposes.
The Common Shares to be issued under the Offering will be offered by way of a short form prospectus in British Columbia, Alberta, Ontario and Quebec, 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, 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 securities 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. This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
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.
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.
Cautionary and Forward-Looking Statements
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. Forward-looking statements include those related to determining the Offering Price for the Common Shares, the potential exercise of the Over-Allotment Option, the Company leveraging its operational foundation, acceleration of business development and commercialization, the anticipated closing date of the Offering, use of proceeds of the Offering and obtaining necessary regulatory approvals related to the Offering. 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). Those risks and uncertainties include that closing of the Offering may not occur when anticipated, necessary approvals for the Offering including the approval of the TSX Venture Exchange may not be obtained, that the Offering Price may be subject to change, dilution to existing shareholders of the Company, 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 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.Many of these risks and uncertainties can affect the Company's actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statement made by the Company or on its behalf. 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. The Company does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by the Company or on the Company's behalf, except as required by applicable law.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
SOURCE PharmaCielo Ltd.
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