- Well capitalized with a cash and short-term investments of
$33.2 million as of June 30, 2019
- Subsequent to quarter completed first commercial export of
CBD from Colombia to Europe
- Have cleared all regulatory hurdles to begin exporting CBD
isolate to multiple global markets
- Construction of Colombian processing facility nearing
completion, capable of processing 265 tonnes of dried flower per
year
All figures are in Canadian dollars ($) unless otherwise
specified
TORONTO and RIONEGRO,
Colombia, Aug. 27, 2019 /CNW/ - PharmaCielo Ltd.
("PharmaCielo" or the "Company") (TSXV:PCLO,
OTC:PHCEF), the Canadian parent of Colombia's premier cultivator and producer of
medicinal-grade cannabis oil, PharmaCielo Colombia Holdings S.A.S.,
today announced financial results for the second quarter ended
June 30, 2019.
"The first six months of 2019 have been incredibly productive
for PharmaCielo, as the team in Colombia nears completion of the key
foundational elements that will enable the Company to support the
sale and export of processed oil," said David Attard, Chief Executive Officer of
PharmaCielo Ltd. "Since January, we have scaled our low-cost
cultivation footprint to 12.1 hectares under active cultivation
(capable of annual cultivation in excess of 0.48 million kg),
increased oil processing capacity twelvefold to handle 265 tonnes
of dried flower per year, received the final permit necessary for
exporting CBD isolate from Colombia, and completed our first commercial
export to Europe. The next 12
months will be an exciting time to be a PharmaCielo shareholder as
we begin to leverage the platform in Colombia that has been built over the past six
years to drive first commercial revenue and a significant step-up
in growth during 2020."
"Over the past several months PharmaCielo has been transitioning
from our founding stage as we finalize the operational
infrastructure and are now entering into a more mature operational
phase with inventory, finished products (oils and isolate),
distribution channels, sales agreements and most recently, our
announcements of international sales relationships and successful
export."
Mr. Attard continued, "Our pending acquisition of Creso Pharma
will enable PharmaCielo to accelerate the development of global
sales channels and rapidly move up the value chain from bulk oil
sales to a mix of bulk oil sales and proprietary branded products.
PharmaCielo distribution in key South and Latin American markets,
and joint venture relationships are complimented by Creso Pharma
established sales channels in Europe and the Oceania region. This
acquisition represents a perfect union between PharmaCielo's world
class cultivation and processing expertise and facilities with
Creso Pharma's proven sales and product development capabilities.
The combined expertise and assets of both companies will bring
PharmaCielo closer than ever to achieving its vision of becoming
the world's preferred brand of naturally grown, sustainably
developed, medicinal-grade cannabis extracts & wellness-related
products."
Financial Highlights – Q2 – 2019
Operating
Results
All comparisons below are to the quarter ended
June 30, 2018, unless otherwise
noted
- Total operating expenses of $8.8
million as compared to $3.1
million
- Net loss of $10.7 million as
compared to $3.8 million
Balance Sheet
All comparisons below are to
December 31, 2018, unless otherwise
noted
- Cash and short-term investments of $33.2
million as compared to $45.9
million
- Total assets of $58.6 million as
compared to $66.3 million
- Total liabilities of $6.5 million
as compared to $3.0 million
Q2 Highlights and Recent Developments
For a more
comprehensive overview of these highlights and recent developments,
please refer to PharmaCielo's Management's Discussion and
Analysis of the Financial Condition and Results of Operations for
the Three and Six Months Ended June 30,
2019 (the "MD&A").
- On May 29, 2019, PharmaCielo
geared up for U.S. market demand and enlisted former congressman
and medical cannabis advocate, Dana
Rohrabacher as a Special Advisor.
- On June 6, 2019, PharmaCielo
entered into a scheme implementation agreement to acquire
international cannabis company, Creso Pharma for A$122 Million.
- On June 21, 2019, PharmaCielo
announced trading on the OTC Market.
- On July 22, 2019, PharmaCielo
Colombia Holdings S.A.S. appointed Andres
Felipe Botero as Chief Operations Officer.
- On July 25, 2019, PharmaCielo was
the first to receive Colombian government export approval for
commercial sale of CBD isolate.
- On July 26, 2019, PharmaCielo
completed acquisition of Ubiquo Telemedicina.
- On August 1, 2019, PharmaCielo
achieved twelvefold increase in dried cannabis processing capacity
to meet global demand for medicinal oil extracts.
- On August 2, 2019, subsidiary
firm PharmaCielo Colombia Holdings S.A.S. appointed a new and
diversified Board of Directors.
- On August 8, 2019, PharmaCielo
joined a Canadian market cannabis tracking and verification
initiative.
- On August 13, 2019, PharmaCielo
expanded further into Latin
America with a sales agreement to supply CBD extracts, oils
and veterinary products to Laboratorios Adler.
- On August 19, 2019, PharmaCielo
completed its first commercial export of CBD from Colombia to Europe.
Discussion of Operations
The Company's net loss
totaled $10.7 million and
$18.4 million for the three and six
months ended June 30, 2019,
respectively (compared to $3.8
million and $13.9 million for
the three and six months ended June 30,
2018, respectively), with a basic loss per share of
$0.11 and $0.19 for the three and six months ended
June 30, 2019, respectively versus a
basic loss per share of $0.05 and
$0.18 for the three and six months
ended June 30, 2018,
respectively.
This net loss was primarily due to Share-based expense of
$4.8 million and $6.2 million for the three and six months ended
June 30, 2019, respectively (compared
to $394,810 and $8.0 million in the three and six months ended
June 30, 2018, respectively),
Agricultural pre-operational costs of $1.4
million and $2.3 million for
the three and six months ended June 30,
2019, respectively (compared to $529,389 and $861,155 in the three and six months ended
June 30, 2018, respectively),
Salaries and wages of $987,750 and
$1.8 million for the three and six
months ended June 30, 2019,
respectively (compared to $206,415
and $378,478 in the three and six
months ended June 30, 2018,
respectively), and Professional fees of $600,652 and $1.3
million for the three and six months ended June 30, 2019, respectively (compared to
$1.2 million and $1.8 million in the three and six months ended
June 30, 2018, respectively).
Clarification of RSU Grant Vesting Terms
On April 17, 2019 the Company
issued a press releasing accouncing the grant of Restricted Share
Units ("RSUs") as follows (i) 20,000 to Doug Bache, a director of the Company; half of
which vest six months from the grant date and half of which vest
one year from the grant date; (ii) 75,000 to Carlos Manuel Uribe, a director of the Company;
half of which vest six months from the grant date and half of which
vest one year from the grant date; and (iii) 913,000 to employees
and consultants of the Company; half of which vest one year from
the grant date and half of which vest two years from the grant date
(collectively, the "April RSUs"). Each April RSU entitles
the holder thereof to receive one common share of the Company. The
RSU's are governed by the RSU plan of the Company.
Effective August 22, 2019, the
Board clarified and ratified that each of the April RSUs vest at
their specified times tracked from the date of commencement of
their employment, directorship, or consultancy arrangement with the
Company as opposed to commencing from the date of grant as was
stated in the April 17, 2019 press
release.
About PharmaCielo
PharmaCielo Ltd. (TSXV:PCLO, OTC:PHCEF) 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 boards of directors and executive teams of both PharmaCielo
and PharmaCielo Colombia Holdings 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
Forward Looking Statements:
Certain statements contained in this news release, such as
those relating to anticipated commercial sales in 2019, growing
sales channels, expansion of sales in 2020, product development,
the completion of the Colombian processing facility and progressing
toward production, the U.S. market as a prospective market for CBD
products in the near-term, the acquisition of Creso Pharma by
PharmaCielo, and the vesting of the April RSUs may contain
"forward-looking information" as such term is used in applicable
Canadian securities laws. Forward-looking information is based on
plans, expectations and estimates of management at the date the
information is provided and is subject to certain factors and
assumptions, including the ability to obtain all necessary
governmental regulatory and TSXV approval related to the
exportation of PharmaCielo CBD products from Colombia, that the Company's financial
condition and development plans do not change as a result of
unforeseen events, and the ability of PharmaCielo and Creso Pharma
to satisfy or waive the conditions precedent to the acquisition of
Creso Pharma. 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, the
risk that any of the assumptions referred to prove not to be valid
or reliable, that occurrences such as those referred to above are
realized and result in delays, or cessation in planned work, that
the Company's financial condition and development plans change,
failure to obtain necessary TSXV approval, the acquisition of Creso
Pharma may not be able to be completed, or that anticipated
synergies for the combined entity will not be as anticipated, risks
associated with operating in Colombia, and currency exchange risk, as well
as the other risks and uncertainties applicable to cannabis
producing companies and to the Company. The Company undertakes no
obligation to update these forward-looking statements, other than
as required by applicable law.
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.
PHARMACIELO
LTD.
|
|
|
|
Condensed Interim
Consolidated Statements of Financial Position
|
|
(Expressed in
Canadian Dollars)
|
|
|
|
(Unaudited)
|
|
|
|
|
As
at
|
As
at
|
As
at
|
|
June
30,
|
December
31,
|
January
1,
|
|
2019
|
2018
|
2018
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
Cash and cash
equivalents
|
$
|
17,021,835
|
$
|
7,350,169
|
$
|
15,984,352
|
Restricted
cash
|
-
|
|
38,323,900
|
|
-
|
Short‑term
investments
|
|
16,215,000
|
|
215,001
|
|
-
|
Marketable
securities
|
|
228,000
|
|
153,000
|
|
12,500
|
Prepaid expenses and
other receivables
|
|
810,522
|
|
623,254
|
|
377,216
|
Supplies
|
|
245,326
|
|
84,580
|
|
-
|
Total current
assets
|
|
34,520,683
|
|
46,749,904
|
|
16,374,068
|
|
|
|
|
|
|
|
Non‑current
assets
|
|
|
|
|
|
|
Other
assets
|
|
-
|
|
-
|
|
8,169
|
Property, plant and
equipment
|
|
22,714,582
|
|
19,513,159
|
|
14,941,059
|
Right‑of‑use
assets
|
|
1,361,190
|
|
-
|
|
-
|
Total non‑current
assets
|
|
24,075,772
|
|
19,513,159
|
|
14,949,228
|
Total
assets
|
$
|
58,596,455
|
$
|
66,263,063
|
$
|
31,323,296
|
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
Accounts payable and
accrued liabilities
|
$
|
1,703,395
|
$
|
3,019,522
|
$
|
2,065,519
|
Lease
obligations
|
|
129,894
|
|
-
|
|
-
|
RSU
obligations
|
|
2,854,598
|
|
-
|
|
-
|
Total current
liabilities
|
|
4,687,887
|
|
3,019,522
|
|
2,065,519
|
|
|
|
|
|
|
|
Non‑current
liabilities
|
|
|
|
|
|
|
Lease
obligations
|
|
1,292,682
|
|
-
|
|
-
|
RSU
obligations
|
|
559,862
|
|
-
|
|
-
|
Total non‑current
liabilities
|
|
1,852,544
|
|
-
|
|
-
|
Total
liabilities
|
|
6,540,431
|
|
3,019,522
|
|
2,065,519
|
|
|
|
|
|
|
|
Shareholders'
equity
|
|
|
|
|
|
|
Share
capital
|
|
107,940,200
|
|
64,355,186
|
|
50,949,160
|
Shares to be
issued
|
|
88,831
|
|
35,556,574
|
|
3,464,686
|
Reserves
|
|
24,425,270
|
|
23,932,929
|
|
5,712,795
|
Other comprehensive
loss
|
|
867,454
|
|
2,244,032
|
|
349,055
|
Deficit
|
|
(81,269,476)
|
|
(62,845,180)
|
|
(31,217,919)
|
Total attributable to
parent
|
|
52,052,279
|
|
63,243,541
|
|
29,257,777
|
Non‑controlling
interest
|
|
3,745
|
|
-
|
|
-
|
Total
shareholders' equity
|
|
52,056,024
|
|
63,243,541
|
|
29,257,777
|
Total liabilities
and shareholders' equity
|
$
|
58,596,455
|
$
|
66,263,063
|
$
|
31,323,296
|
PHARMACIELO
LTD
|
|
Condensed Interim
Consolidated Statements of Loss and Comprehensive
Loss
|
|
(Expressed in
Canadian Dollars)
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three
Months
|
Six
Months
|
|
Ended
|
Ended
|
|
June
30,
|
June
30,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
Agricultural
pre‑operational costs
|
$
|
1,396,809
|
$
|
529,389
|
$
|
2,303,034
|
$
|
861,155
|
|
|
|
|
|
|
|
|
|
Selling, general
and administrative expenses
|
|
|
|
|
|
|
|
|
General and
administrative
|
|
|
|
|
|
|
|
|
Consulting
fees
|
|
640,897
|
|
375,040
|
|
964,240
|
|
816,144
|
Consulting fees ‑
Creso Pharma Acquisition
|
|
393,330
|
|
-
|
|
393,330
|
|
-
|
Office and
general
|
|
608,523
|
|
360,329
|
|
1,116,710
|
|
738,540
|
Professional
fees
|
|
600,652
|
|
1,169,126
|
|
1,307,820
|
|
1,793,631
|
Salaries and
wages
|
|
987,750
|
|
206,415
|
|
1,838,153
|
|
378,478
|
Travel and
accommodation
|
|
226,790
|
|
209,767
|
|
631,515
|
|
376,929
|
Rent and lease
payments
|
|
62,481
|
|
25,428
|
|
105,087
|
|
40,638
|
Share‑based
compensation
|
|
4,816,274
|
|
394,810
|
|
6,197,455
|
|
7,954,151
|
Selling, marketing
and promotion
|
|
244,719
|
|
326,603
|
|
647,742
|
|
452,011
|
Amortization and
depreciation
|
|
193,078
|
|
84,975
|
|
335,033
|
|
160,000
|
Total selling,
general and administrative expenses
|
|
8,774,494
|
|
3,152,493
|
|
13,537,085
|
|
12,710,522
|
Other
expenses
|
|
|
|
|
|
|
|
|
Bank charges and
interest expense
|
|
22,319
|
|
30,144
|
|
50,508
|
|
30,960
|
Unrealized loss
(gain) on marketable securities
|
|
165,000
|
|
-
|
|
(75,000)
|
|
-
|
Exchange
loss
|
|
256,609
|
|
105,549
|
|
53,821
|
|
262,422
|
Other non‑operating
expenses
|
|
70,686
|
|
-
|
|
121,161
|
|
-
|
Listing
expense
|
|
-
|
|
-
|
|
2,433,687
|
|
-
|
Total other
expenses
|
|
514,614
|
|
135,693
|
|
2,584,177
|
|
293,382
|
|
|
|
|
|
|
|
|
|
Net loss for the
period
|
$
|
10,685,917
|
$
|
3,817,575
|
$
|
18,424,296
|
$
|
13,865,059
|
|
|
|
|
|
|
|
|
|
Other
comprehensive loss for the period:
|
|
|
|
|
|
|
|
|
Currency translation
adjustment for the period
|
|
782,755
|
|
774,558
|
|
1,376,578
|
|
(136,123)
|
Net comprehensive
loss for the period
|
$
|
11,468,672
|
$
|
4,592,133
|
$
|
19,800,874
|
$
|
13,728,936
|
|
|
|
|
|
|
|
|
|
Basic and diluted
net loss per common
|
|
|
|
|
|
|
|
|
share
|
$
|
(0.11)
|
$
|
(0.05)
|
$
|
(0.19)
|
$
|
(0.18)
|
Weighted average
number of common shares
|
|
|
|
|
|
|
outstanding ‑
basic and diluted
|
|
96,264,358
|
|
77,792,185
|
|
94,503,683
|
|
77,460,802
|
PHARMACIELO
LTD.
|
|
|
Condensed Interim
Consolidated Statements of Cash Flows
|
|
|
(Expressed in
Canadian Dollars)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
Six
Months
|
Six
Months
|
|
Ended
|
Ended
|
|
June
30,
|
June
30,
|
|
2019
|
2018
|
|
|
|
Operating
activities
|
|
|
Net loss for the
period
|
$
|
(18,424,296.00)
|
$
|
(13,865,059.00)
|
|
|
|
|
|
Items not affecting
cash:
|
|
|
|
|
Depreciation
|
|
688,247
|
|
160,000
|
Interest
expense
|
|
81,710
|
|
-
|
Share‑based
payments
|
|
6,197,455
|
|
7,954,151
|
Exchange
gain
|
|
(517,728)
|
|
(30,672)
|
Unrealized gain on
marketable securities
|
|
(75,000)
|
|
-
|
Listing
expense
|
|
2,098,638
|
|
-
|
Changes in non‑cash
working capital items:
|
|
|
|
|
Prepaid expenses and
other receivables
|
|
(187,268)
|
|
64,680
|
Supplies
|
|
(160,746)
|
|
39,050
|
Other
assets
|
|
-
|
|
-
|
Accounts payable and
accrued liabilities
|
|
(1,330,204)
|
|
(279,302)
|
Net cash and cash
equivalents used in operating activities
|
|
(11,629,192)
|
|
(5,957,152)
|
|
|
|
|
|
Investing
activities
|
|
|
|
|
Cash acquired on
RTO
|
|
183,729
|
|
-
|
Purchase of property,
plant and equipment
|
|
(4,655,507)
|
|
(2,279,114)
|
Purchase of
short‑term investments
|
|
(15,999,999)
|
|
-
|
Non‑controlling
interest
|
|
3,745
|
|
-
|
Net cash and cash
equivalents used in investing activities
|
|
(20,468,032)
|
|
(2,279,114)
|
|
|
|
|
|
Financing
activities
|
|
|
|
|
Options and warrants
exercised
|
|
4,046,798
|
|
181,469
|
Cash received for
shares to be issued
|
|
88,831
|
|
-
|
Share issue
costs
|
|
(577,302)
|
|
-
|
Lease
payments
|
|
(113,337)
|
|
-
|
Net cash and cash
equivalents provided by financing activities
|
|
3,444,990
|
|
181,469
|
|
|
|
|
|
Net change in cash
and cash equivalents
|
|
(28,652,234)
|
|
(8,054,797)
|
Cash and cash
equivalents, beginning of period
|
|
45,674,069
|
|
15,984,352
|
Cash and cash
equivalents, end of period
|
$
|
17,021,835
|
$
|
7,929,555
|
|
|
|
|
|
Cash and cash
equivalents
|
$
|
17,021,835
|
$
|
7,929,555
|
Restricted
cash
|
|
-
|
|
-
|
Cash and cash
equivalents for cash flow purposes
|
$
|
17,021,835
|
$
|
7,929,555
|
SOURCE PharmaCielo Ltd.