Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
June 29, 2018 – Toronto, Ontario – POCML 4 Inc. (TSXV: POCM) (“POCML”) is pleased to announce that in connection with its proposed business combination (the “Transaction”) with MediPharm Labs Inc. (“MediPharm”), MediPharm has closed its previously announced private placement (the “Offering”) pursuant to which it has issued an aggregate of 2,070,571 units (the “Units”) at a price of C$10.778 per Unit for aggregate gross proceeds of approximately C$22,316,600. An aggregate of 432,275 Units were issued on June 1, 2018, with the balance issued on June 29, 2018. Each Unit consists of one class A common share of MediPharm (a “MediPharm Share”) and one half of one share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire an additional MediPharm Share at a price of C$15.216 until the date that is 24 months following the completion of the Transaction, subject to customary anti‐dilution provisions. The Units will be exchanged for post-consolidation common shares and share purchase warrants of POCML in connection with the Transaction based upon an exchange ratio that will result in the effective price paid per POCML common share and one half of one share purchase warrant after giving effect to the Transaction being C$0.85, with each whole share purchase warrant entitling the holder to acquire an additional POCML common share at C$1.20, all as previously announced on May 31, 2018 and June 28, 2018.
The Offering consisted of brokered and non-brokered tranches, with the brokered tranche being co-lead by Canaccord Genuity Corp. (“Canaccord”) and PowerOne Capital Markets Limited (“PowerOne” and together with Canaccord, the “Agents”). The Agents received an aggregate cash fee of $1,282,163 (the “Cash Commission”), together with an aggregate of 118,961 broker warrants (the “Broker Warrants”). Each Broker Warrant is exercisable to acquire one Unit at a price of C$10.778 until the date which is 24 months following the completion of the Transaction, subject to customary anti‐dilution provisions. The net proceeds from the Offering will be used to expand MediPharm’s business and for general corporate purposes.
POCML may be considered to be a related or connected issuer of PowerOne as a result of the following: (i) officers and directors of PowerOne are also serving as officers and/or directors of POCML; and (ii) an officer and director of PowerOne is also a controlling shareholder of POCML. The terms of the Offering were determined by MediPharm as agreed to by the Agents, and no proceeds from the Offering will be specifically applied for the benefit of PowerOne other than the Cash Commission. POCML will no longer be considered to be a related or connected issuer of PowerOne upon the closing of the Transaction.
For further information regarding the Offering, please refer to the press releases of POCML dated May 15 and 31, and June 28, 2018, all available on SEDAR at www.sedar.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may not be offered or sold in the United States unless registered under the 1933 Act and any applicable securities laws of any state of the United States or an applicable exemption from the registration requirements is available.
All information contained in this news release with respect to POCML and MediPharm was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
For further information regarding the Transaction, please contact:
David D’Onofrio, Chief Executive Officer, Chief Financial Officer, Secretary and Director, POCML 4 Inc.
Patrick McCutcheon, President, Chief Executive Officer and Director, MediPharm Labs Inc.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Transaction and the terms and conditions of the proposed Offering. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, POCML and MediPharm assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.