/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
TORONTO, July 5, 2021 /CNW/ - Khiron Life Sciences Corp.
("Khiron" or the "Company") (TSXV: KHRN) (OTCQX:
KHRNF), announces that it has commenced an overnight marketed
offering (the "Offering") of the Company's units (each an
"Offered Unit") on a reasonable best-efforts agency basis,
with each Offered Unit comprising of one common share and one
common share purchase warrant (each a "Warrant") at a price
of $0.45 per Offered Unit. Each
Warrant will entitle the holder to purchase one common share of the
Company at an exercise price of $0.75
per share expiring on November 26,
2025.
A.G.P./Alliance Global Partners and ATB Capital Markets Inc.
have agreed to act as the lead placement agent and co-placement
agent, respectively, for the proposed Offering. The securities
offered under the Offering will be issued and sold only in
the United States in accordance
with applicable securities laws.
The Company intends to use the net proceeds of the Offering for:
(i) future acquisitions; (ii) capital expenditures; and (iii)
general corporate and working capital purposes. The proposed
Offering is expected to close on or about July 8, 2021, subject to the satisfaction of
customary closing conditions and the receipt of regulatory
approvals, including the approval of the TSX Venture Exchange (the
"TSXV"). There can be no assurance as to whether or when the
proposed Offering may be completed, or as to the actual size or
specific terms of the Offering.
The Offering is expected to be conducted on a private placement
basis to persons in the United
States who are "qualified institutional buyers", as such
term is defined in Rule 144A under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act"), who are
also "accredited investors", as such term is defined in Rule 501(a)
of Regulation D under the U.S. Securities Act ("Regulation
D"), and, in each case, in compliance with Rule 506(b) of
Regulation D and applicable United
States securities laws. The Company has agreed to file a
prospectus supplement (the "Prospectus Supplement") in
Canada to its existing Canadian
base shelf prospectus (the "Shelf Prospectus") filed with
the securities regulatory authority in each of the provinces and
territories of Canada that will
cover the resale of (i) the common shares issued in the Offering;
and (ii) the common shares issuable upon exercise of the
Warrants.
A copy of the Shelf Prospectus can be found on SEDAR at
www.sedar.com.
The securities offered in the Offering have not been and will
not be registered under the U.S. Securities Act or the securities
laws of any state of the United
States and may not be offered or sold absent such
registration or an applicable exemption from such registration
requirements. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any
sale of the Offered Units in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of that jurisdiction.
The securities referenced herein have not been approved or
disapproved by any regulatory authority.
About Khiron Life Sciences Corp.
Khiron is a leading
vertically integrated medical cannabis company with core operations
in Latin America and Europe. Leveraging wholly-owned medical health
centres and proprietary telemedicine platforms, Khiron combines a
patient-oriented approach, physician education programs, scientific
expertise, product innovation, and agricultural infrastructure to
drive prescriptions and brand loyalty with patients worldwide. The
Company has a sales presence in Colombia, Peru, Brazil,
Germany and the UK, and is
positioned to commence sales in Mexico in 2021. The Company is led by
Co-founder and Chief Executive Officer, Alvaro Torres, together with an experienced and
diverse executive team and Board of Directors.
Visit Khiron online at investors.khiron.ca and on Instagram
@khironlife.
Cautionary Notes
Forward-Looking Statements
This press release contains "forward-looking information" and
"forward-looking statements" within the meaning of applicable
Canadian and United States
securities laws (collectively, "forward-looking
information"). Forward-looking information are often, but not
always, identified by the use of words such as "seek",
"anticipate", "believe", "plan", "estimate", "expect", "likely" and
"intend" and statements that an event or result "may", "will",
"should", "could" or "might" occur or be achieved and other similar
expressions. Forward-looking information in this press release
includes, without limitation, statements relating to the Offering,
including the terms, timing, potential completion and the use of
proceeds of the Offering.
Developing forward-looking information involves reliance on
several assumptions and considerations of certain risks and
uncertainties, some of which are specific to Khiron and others that
apply to the industry generally.
The risk factors and uncertainties that could cause actual
results to differ materially from the anticipated results or
expectations expressed in this press release, include, without
limitation: the ability of Khiron to satisfy the conditions to
closing of the Offering, including obtaining approval of the TSXV
on a timely basis, or at all; that the Offering may not be
completed on the terms and timeline indicated, or at all; that the
Company's use of proceeds of the Offering may differ from those
indicated; additional financing requirements; adverse market
conditions; and other risk factors described from time to time in
Khiron's OTC and Canadian securities filings. For additional
information about assumptions and risks and uncertainties
applicable to Khiron, please refer to Khiron's Annual Information
Form which is available on Khiron's SEDAR profile at
www.sedar.com.
Readers are cautioned to consider these and other factors,
uncertainties and potential events carefully and not to put undue
reliance on forward-looking information. The forward-looking
information contained herein is made as of the date of this press
release and is based on the beliefs, estimates, expectations and
opinions of management on the date such forward-looking information
is made. The Company undertakes no obligation to update or revise
any forward-looking information, whether as a result of new
information, estimates or opinions, future events or results or
otherwise or to explain any material difference between subsequent
actual events and such forward-looking information, except as
required by applicable law.
Neither the TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this press release.
SOURCE Khiron Life Sciences Corp.