PreveCeutical Announces Closing of Non-Brokered Private Placement
Vancouver, British Columbia--(Newsfile Corp. - February 12, 2019) - PreveCeutical Medical Inc. (CSE: PREV) (OTCQB: PRVCF) (FSE: 18H) (the "Company" or "PreveCeutical") announces the closing of a non-brokered private placement financing (the "Financing").
A total of 6,100,000 units (the "Units") were issued under the Financing at a price of $0.05 per Unit for gross proceeds of $305,000. Each Unit consists of one common share in the capital of the Company (each, a "Share") and one common share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder to acquire one additional Share at a price of $0.08 per Share for a period of 24 months, expiring on February 11, 2021. In the event that the closing price of the Shares on the Canadian Securities Exchange (the "CSE") is at least $0.12 per Share for a minimum of 10 consecutive trading days commencing four months and one day after the closing of the Financing, the Company may accelerate the expiry of the Warrants by providing notice to the shareholders thereof and, in such case, the Warrants will expire on the 30th day after the date on which such notice is given by the Company. Securities issued by the Company pursuant to the Financing will have a four month and one day hold period in Canada, as applicable.
In connection with the Financing, the Company paid aggregate finder's fees consisting of $15,200 in cash, 160,000 Shares (each, a "Finder's Share") and 384,000 non-transferrable finder's warrants (each, a "Finder's Warrant"). Each Finder's Warrant entitles the holder thereof to purchase one Share at a price of $0.08 per Share for a period of 24 months from the closing of the Financing. Mackie Research Capital Corporation received finder's fees consisting of 160,000 Finder's Shares and 160,000 Finder's Warrants, and Haywood Securities Inc. received finder's fees consisting of $11,200.00 cash and 224,000 Finder's Warrants and Canaccord Genuity Corp. received finder's fees consisting of $4,000 cash.
The Company also announces that it has drawn-down an additional $205,000 (the "Loan") from credit facilities with Kimberley Van Deventer and the Company's Chief Executive Officer and President, Stephen Van Deventer (collectively, the "Lenders"). Under the terms of the previously announced credit facilities (see news release dated April 27, 2018), the outstanding principal amount thereunder accrues interest at a simple interest rate of 5% per annum. The outstanding interest and accrued interest thereon are convertible, at the election of the Lenders, into common shares of the Company at the conversion price of $0.30 per share.
The net proceeds from the Financing and the Loan are intended to fund the Company's research and development programs and for general working capital purposes.
None of the foregoing securities have been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
PreveCeutical Medical Inc. is a health sciences company that develops innovative preventive therapies utilizing organic and nature identical products.
PreveCeutical aims to be a leader in preventive health sciences and currently has five research and development programs, including: dual gene therapy for curative and prevention therapies for diabetes and obesity; a Sol-gel platform for nose to brain delivery of medical compounds including cannabinoids; Nature Identical™ peptides for treatment of various ailments; non-addictive analgesic peptides as a replacement to highly addictive analgesics such as morphine, fentanyl and oxycodone; and a therapeutic product for treating athletes who suffer from concussions (mild traumatic brain injury).
PreveCeutical sells CELLB9®, an Immune System Booster. CELLB9 is an oral solution containing polarized and potentiated essential minerals extracted from a novel peptide obtained from Caribbean Blue Scorpion venom.
On Behalf of the Board of Directors
"Stephen Van Deventer"
Chairman, President & CEO
For further information, please contact:
Director of Corporate Communications & Investor Relations
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian and U.S. securities legislation, including the United States Private Securities Litigation Reform Act of 1995. All statements in this news release that are not purely historical are forward-looking statements and include any statements regarding beliefs, plans and expectations regarding the future, including, the intended use of proceeds from the Financing and the Loan, the possible conversion of the Loan, and the anticipated business plans and timing of future business activities of the Company. Often, but not always, forward-looking statements can be identified by words such as "pro forma", "plans", "expects", "may", "should", "budget", "schedules", "estimates", "forecasts", "intends", "anticipates", "believes", "potential" or variations of such words including negative variations thereof and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Actual results could differ from those projected in any forward-looking statements due to numerous factors including risks and uncertainties relating to investor interest in the Financing and the ability of the Company to, among other things, obtain any required governmental, regulatory or stock exchange approvals, permits, consents or authorizations required, including CSE acceptance of the Financing and any planned future activities, complete its research programs as planned, and obtain the financing required to carry out its planned future activities. Other factors such as general economic, market or business conditions or changes in laws, regulations and policies affecting the biotechnology or pharmaceutical industry, may also adversely affect the future results or performance of the Company. Although the Company believes that the statements, beliefs, plans, expectations, and intentions contained in this news release are reasonable, there can be no assurance that those statements, beliefs, plans, expectations, or intentions will prove to be accurate. Readers should consider all of the information set forth herein and should also refer to other periodic reports provided by the Company from time-to-time. These reports and the Company's Canadian continuous disclosure filings are available at www.sedar.com.
Readers are cautioned not to put undue reliance on forward-looking statements. These forward-looking statements are made as of the date of this news release and, unless required by applicable law, the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in these forward-looking statements.
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