March 29, 2017, Richmond, British Columbia - Liberty Biopharma Inc. (TSX VENTURE: LTY) (“Liberty Biopharma" or “Company”) is pleased to announce that it has received a receipt for a preliminary short form prospectus (the “Preliminary Prospectus”) in connection with a proposed offering of units (“Units”) of Liberty Biopharma for gross proceeds of up to $10 million (the “Offering”).
The Offering will be conducted on a “best efforts” basis with Kernaghan & Partners Ltd. (“Kernaghan”) acting as agent. Kernaghan may form and manage a selling group of investment dealers in connection with the Offering. The Offering will be conducted in the provinces of British Columbia, Alberta, and Ontario.
The number of Units to be issued, the price of each Unit, and the exercise price of each Warrant will be determined in the context of the market at the time of pricing of the Offering. Each Unit will consist of one common share of the Company (“Common Share”) and one Common Share purchase warrant (“Warrant”), with each Warrant entitling the holder to purchase one additional Common Share for a period of five (5) years from the first closing date.
The Warrants will be subject to an acceleration provision as follows. In the event the closing price of the Company’s Common Shares on the TSX Venture Exchange is greater than a specified price for a period of 10 consecutive trading days at any time after six months from the closing of the Offering, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and, in such case, the Warrants will expire on the 30th day after the date on which such notice is given to the holder.
If the Offering is completed, the Company intends to use the net proceeds from the Offering for ongoing expansion and execution of worldwide sales and marketing plans, strategic acquisitions, general purposes, working capital and reserve.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.
In consideration for the services to be rendered by Kernaghan and members of any selling group formed by Kernaghan in connection with the Offering, Kernaghan and such selling group members will receive a fee consisting of cash and broker warrants.
A copy of the Preliminary Prospectus, which was filed in each of the provinces of British Columbia, Alberta and Ontario, contains important information relating to the Offering and the Units, and is available on SEDAR at www.sedar.com or by contacting Kernaghan at 416-423- 3251 or firstname.lastname@example.org. There will not be any sale or any acceptance of an offer to buy the Units until a receipt for the final short form prospectus has been issued.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933 (the “U.S. Securities Act”), as amended, or any U.S. 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 absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
About Kernaghan & Partners Ltd.
Kernaghan & Partners Ltd. is a full service brokerage firm offering advisory services on a global range of products to both retail as well as Institutional investors.
About Liberty Biopharma Inc.
Liberty Biopharma is a clinical stage biopharmaceutical company developing and commercializing regenerative stem cell technologies and therapeutic solutions for independence and quality of life. Our focus is on significant areas of unmet clinical need, such as wound management, osteoarthritis, musculoskeletal injury, cardiovascular diseases, and autoimmune diseases.
For further information, please contact:
Kernaghan & Partners Ltd.
Mark Van Remortel
CEO, Head of Equity Capital Markets
Telephone: (416) 423-3251
Liberty Biopharma Inc.
Alan Tam, CPA, CA
Chief Financial Officer
Telephone: (604) 604-377-7575
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 press release.
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