PreveCeutical Announces Non-Brokered Private Placement Announces 2018 Annual General and Special Meeting Date
Vancouver, British Columbia–(Newsfile Corp. – April 9, 2018) – PreveCeutical Medical Inc. (CSE: PREV) (OTCQB: PRVCF) (FSE: 18H) (the « Company » or « PreveCeutical ») announces a non-brokered private placement of up to 16 million units (each, a « Unit ») at the price of $0.25 per Unit for aggregate gross proceeds of up to CAD$4,000,000 (the « Financing »). Each Unit will consist of one common share of the Company (each, a « Share ») and one warrant (each, a « Warrant »), with each Warrant entitling the holder thereof to purchase one common share of the Company at an exercise price of $0.50 per Share for a period of 24 months from the closing of the Financing (the « Closing »). The Units will be subject to an acceleration provision whereby if the closing price of the Shares on the Canadian Securities Exchange (the « CSE ») is $1.00 for a minimum of ten consecutive trading days, the Warrants will expire at 4.00 p.m. (Vancouver time) on the 30th day after the date on which the Company provides notice of such accelerated expiry to the holders of the Warrants. The Closing is expected to occur on or about May 15, 2018. The Shares and the Warrants comprising the Units will be subject to a hold period of four months and one day in Canada.
The proceeds of the Financing are intended to be used to fund the Company’s research & development programs and for general working capital purposes.
The Company may pay finder’s fees on a portion of the Financing consisting of a cash commission equal to 8% of the total gross proceeds raised and finder’s warrants equal to 8% of the total number of Units issued under the Financing, where each finder’s warrant will entitle the holder thereof to purchase one common share in the capital of the Company at a price of $0.50 per share for a period of 24 months from the closing of the Financing. The Financing is subject to CSE and other regulatory approval.
The Company also announces that the 2018 annual general and special meeting has been set for May 11, 2018 in Vancouver, British Columbia. In addition to the election of directors and other annual maintenance matters, shareholders will be asked to consider and, if thought advisable, to approve the forward split of the Company’s issued and outstanding common shares on the basis five (5) new shares for each one (1) old share (the « Foreward Stock Split »). If the Foreward Stock Split is approved prior to the closing of the Financing, the pricing of the Units and warrants being offered thereunder will be adjusted accordingly.
The Company also announces the resignation of Kimberly Van Deventer as the President and a director of the Company. In connection with Ms. Van Deventer’s resignation, Stephen Van Deventer has been appointed as President.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States, or in any jurisdiction in which such an offer or sale would be unlawful. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the « 1933 Act ») or any United States state securities laws, and may not be offered or sold in the United States or to the account or benefit of a « U.S. person » (as defined in Regulation S under the 1933 Act) or a person in the United States absent registration or an applicable exemption from the registration requirements.
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 »
CEO and President
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 closing and amount of the Financing, the use of proceeds from the Financing, shareholder approval of the Foreward Stock Split 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, shareholder approval of the Foreward Stock Split 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.
**NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES**