NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH UNITED STATES NEWSWIRE SERVICES
TORONTO, ON–(Marketwired – October 29, 2015)
PharmaCan Capital Corp. (TSX VENTURE: MJN) (“PharmaCan” or the “Company”) is pleased to announce the closing of additional tranches of the previously announced non-brokered private placement offering (the “Offering”) with the issuance of an additional 2,629,296 common share units (the “Units”) for gross proceeds of $749,350. The first tranche of the Offering closed on October 8, 2015 with gross proceeds of $1.5 million, for aggregate gross proceeds of $2,249,350.
Each Unit is priced at $0.285 per Unit and consists of one common share of the Company and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one common share at a price of $0.31 per share for a period of five years following the closing of the Offering.
Two insiders of the Company subscribed for a total of 701,754 Units, for aggregate subscription proceeds of $200,000, each constituting a “related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101″). The Company is relying on the exemptions from the formal valuation and minority approval requirements under MI 61-101. The Company is exempt from the formal valuation requirement of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company’s market capitalization, and no securities of the Company are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Company is exempt from minority shareholder approval relying on sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the Units nor the consideration received in respect thereof from interested parties exceeds $2,500,000, (ii) the Company has one or more independent directors who are not employees of the Company, and (iii) all of the independent directors have approved.
A material change report was not filed 21 days prior to the closing of the Offering as insider participation had not been established at that time.
Closing of the Offering is subject to customary conditions, including the acceptance of the TSX Venture Exchange.
The proceeds of the Offering will be used for general working capital purposes.
All securities issued in connection with the Offering are subject to a regulatory hold period of four months and a day in accordance with the rules and policies of the TSX Venture Exchange and applicable Canadian securities laws, and such further restrictions as may apply under foreign securities laws. Completion of the financing is subject to final approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to sell 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.
About PharmaCan Capital Corp.
PharmaCan is a company in the business of investing in companies either licensed, or actively seeking a license, to produce medical marihuana pursuant to Canada’s MMPR. PharmaCan has a diversified portfolio of investments including investments in 5 of the 26 companies licensed by Health Canada to produce medical marihuana.
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 release.