Claritas Pharmaceuticals, Inc. — Capital/Financing Update 2021

Jun 11, 2021

==> picture [189 x 53] intentionally omitted <==

Claritas Announces Private Placement of Convertible Debenture Units and Settlement of Debt Transaction

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

SAN FRANCISCO, CA and TORONTO, ON -- (June 11, 2021) – Claritas Pharmaceuticals, Inc. (TSX VENTURE EXCHANGE (TSXV): CLAS and OTC: KALTF) (the “ Company ” or “ Claritas ”) announced today that it has entered into agreements to sell $183,750 aggregate principal amount of convertible debenture units (the “Offering”). The convertible debenture units consist of an aggregate of $183,750 principal amount of convertible debentures (the “Convertible Debentures”) and an aggregate of 3,675,000 common share purchase warrants (each a “Warrant”). The Convertible Debentures will be convertible at the option of the holder into common shares of the Company (“Common Shares”) at any time prior to the close of business on the third business day prior to the one-year Maturity Date, at a conversion price of $0.05 per Common Share, subject to customary adjustments in certain events. Each Warrant will be exercisable to acquire one Common Share (a “Warrant Share”) at an exercise price of $0.05 per Warrant, subject to customary adjustments in certain events. Any unexercised Warrants shall thereafter automatically expire. The Convertible Debentures and the Warrants constituting the convertible debenture units and any Common Shares issuable upon conversion or exercise thereof, as applicable, will be subject to a statutory hold period lasting four months and one day following the closing date of the Offering.

The Company also announced that it has issued 6,120,060 Common Shares to a service provider in settlement of a debt for past services, based on the deemed share price of $0.035. The debt was in the amount of $214,202.10 and was owed to RacTech for various IT support services provided, including design and set up of the Company’s new website and other IT services.

The Company intends to use the proceeds of the Offering for general corporate purposes, during the current quarter. In addition to the proceeds of the Offering, the Company expects to receive during this quarter an Australian R&D expense refund of approximately AUD $700,000.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United State or to, of for the account or benefit of, U.S. persons absent registrations or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in which such offer, solicitation or sale would be unlawful.

About Claritas Pharmaceuticals

Claritas Pharmaceuticals, Inc. is a clinical stage biopharmaceutical company focused on developing and commercializing therapies for patients with significant unmet medical needs. Claritas focuses on areas of unmet medical need, and leverages its expertise to find solutions that will improve health outcomes and dramatically improve people's lives.

• Website Home: https://claritaspharma.com/

• News and Insights: https://claritaspharma.com/news/

• • Investors: https://claritaspharma.com/investors/

Cautionary Statements

Neither 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.

This press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation in respect of its product candidate pipeline, planned clinical trials, regulatory approval prospects, intellectual property objectives, and other statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that future clinical studies may not proceed as expected or may produce unfavorable results. Claritas undertakes no obligation to comment on analyses, expectations or statements made by third parties, its securities, or financial or operating results (as applicable). Although Claritas believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond Claritas’ control. The company’s name change has not yet been affected and the company believes that it will affect the name change subject to regulatory compliance as soon as practicable after this news release. The forward-looking information contained in this press release is expressly qualified by this cautionary statement and is made as of the date hereof. Claritas disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Contact Information

Robert Farrell President, CEO (888) 861-2008 info@claritaspharma.com