NOT FOR DISTRIBUTION TO
Each Special Warrant shall be exercisable, without payment of any additional consideration by the holder, into one common share of the Company and one transferable Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of
If at any time after the expiry of the four month hold period applicable to the Warrants, the twenty-day volume-weighted average trading price of the Shares on the TSX, or such other exchange on which the Shares may be listed, is greater than
The net proceeds raised under the Offering will be used for general corporate purposes.
As soon as reasonably practicable after the Final Closing, the Company will take reasonable commercial steps to prepare and file with each of the securities regulatory authorities in each of the provinces of
Each Special Warrant will be automatically exercised, without the payment of any additional consideration, into a Share and a Warrant on the date (the “Qualification Date”) that is the earlier of (i) four (4) months and a day following Closing, and (ii) the 3rd business day after a receipt is issued for the Final Prospectus qualifying the distribution of the Shares and Warrants issuable upon the exercise of the Special Warrants. For greater certainty, except with the consent of the Company (such consent not to be unreasonably withheld), no Special Warrants may be exercised by the holder thereof prior to the Qualification Date.
In connection with the first tranche of the Offering, the Company has paid cash finder’s fees in the amount of
The Offering is subject to receipt of the final approval of the TSX.
Five insiders of the Company participated in the Offering and subscribed for total of 1,097,915 Special Warrants. Such participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of any securities issued to nor the consideration paid by such persons exceeded 25% of the Company’s market capitalization.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in
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The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. This information release contains certain forward-looking information. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by statements herein, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on the Company's current beliefs as well as assumptions made by and information currently available to it as well as other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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