PreveCeutical Announces Closing of
Non-Brokered Private Placement
Tuesday, February 12, 2019, Vancouver, British Columbia: PreveCeutical Medical Inc.(the “Company” or “PreveCeutical”) (CSE: PREV, OTCQB: PRVCF, FSE: 18H) 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 is 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.
AI
