/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO and RIONEGRO,
Colombia, March 4, 2021 /CNW/ - PharmaCielo
Ltd. (TSXV: PCLO) (OTCQX: PCLOF) ("PharmaCielo" or the
"Company"), is pleased to announce the pricing of its
previously announced overnight marketed offering (the
"Offering") of common shares (the "Common Shares")
from the treasury of the Company, at a price of $2.15 per Common Share (the "Offering
Price"). The Company also announced that the size of the
Offering has been increased to reflect gross proceeds of
$12,000,010 (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 sold in 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.
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.
An amended and restated preliminary short form prospectus (the
"A&R Preliminary Prospectus") will be filed today with
the securities regulatory authorities in each the provinces of
Alberta, British Columbia, Ontario and Quebec in connection with the Offering. A copy
of the A&R Preliminary Prospectus, following filing thereof,
will be available on SEDAR at www.sedar.com. The Common Shares
may also 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.
The net proceeds of the Offering shall be used for growth
initiatives and for general working capital purposes.
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.
About PharmaCielo
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 completion of the minimum offering size, 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, 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.