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MCF Energy Ltd. — Capital/Financing Update 2021
Jun 19, 2021
46345_rns_2021-06-18_e4802b46-19be-4430-9d93-d1514ac684cd.pdf
Capital/Financing Update
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NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES
PINEDALE ENERGY LIMITED ANNOUNCES CONDITIONAL APPROVAL, FILING OF FILING STATEMENT AND AMENDED TERMS OF PRIVATE PLACEMENT FINANCING
VANCOUVER, BRITISH COLUMBIA – June 18, 2021 - Pinedale Energy Limited (TSXV: MCF) (“ Pinedale ” or the “ Corporation ”), is pleased to announce that the TSX Venture Exchange (the “ TSXV ”) has conditionally accepted its proposed reverse take-over transaction (the “ Proposed Transaction ”) with Flavocure Biotech, Inc. (“ Flavocure ”), which, upon completion, will result in a reverse take-over of Pinedale by the shareholders of Flavocure. The Proposed Transaction was previously announced via news releases dated May 25, 2020, June 26, 2020, July 29, 2020 and October 6, 2020.
A filing statement has been prepared in respect of the Proposed Transaction in accordance with the requirements of the TSXV (the “ Filing Statement ”) and has been filed under Pinedale’s issuer profile at www.sedar.com. The Filing Statement includes additional information regarding Flavocure, the Proposed Transaction and the resulting issuer following completion of the Proposed Transaction (the “ Resulting Issuer ”), including financial information and updated pro forma capitalization information. Readers are encouraged to review the Filing Statement for full details of the Proposed Transaction.
Update Regarding Private Placement Financing
Further to its press releases dated May 25, 2020 and October 6, 2020, Pinedale announces that it is amending the terms of the previously announced private placement financing. Under the amended financing, the Corporation intends to complete a non-brokered and a brokered private placement in the aggregate of at least 9,500,000 common shares in the capital of the Corporation (“ Common Shares ”), at a price of $0.40 per Common Share, for aggregate gross proceeds of up to $3,800,000 (the “ Offering ”).
In connection with the Offering, Leede Jones Gable Inc. (the “ Agent ”) will be paid a cash commission equal to 7.0% of the proceeds raised under the brokered portion of the Offering, and will receive a $50,000 corporate finance fee, half of which was paid at the time the Corporation and the Agent signed the engagement letter in connection with the Offering (the “ Engagement Letter ”). The Agent will also be issued such number of compensation options as is equal to 7.0% of the aggregate number of Common Shares issued by the Corporation under the brokered portion of the Offering, exercisable for a period of 24 months from the closing of the Offering at a price of $0.40 per Common Share.
The Engagement Letter is generally non-binding, except for certain provisions with respect to expenses of the Agent. It is contemplated that the Agent must satisfactorily complete due diligence, at which time the parties intend to enter into a formal agency agreement on customary terms.
Closing of the Proposed Transaction and Offering remain subject to the satisfaction of all conditions precedent to the completion of the Proposed Transaction, including the receipt of all necessary TSXV and regulatory approvals. It is expected that the closing of the Proposed Transaction, including the Offering, will occur on or before July 9, 2021. All securities issued in connection with the Offering will be subject to a four month and one day statutory hold period from the closing date of the Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United
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States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Flavocure Biotech, Inc.
A privately held company, Flavocure Biotech, Inc. aims to be a leader in the transformation of medicinal properties from cannabis. The company, in collaboration with some of the most prestigious medical research institutions in the world, has discovered ground-breaking cannabis derived molecules and generated preliminary data indicating activity against therapeutically validated kinase mutation targets. Flavocure's patent filed technology has led to an FDA Orphan Drug designation, as well as allowed the company to begin IND enabling studies for Phase 1/2 human clinical trials.
For further information please contact:
Pinedale Energy Limited
Claus Andrup Interim Chief Executive Officer Email: [email protected] Contact: 604-341-4691
Flavocure Biotech, Inc.
Clark Swanson Executive Vice Chairman Email: [email protected] Contact: 424-228-3358
Cautionary Statements
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to Pinedale, Flavocure, their respective businesses, the Proposed Transaction and the ability of Pinedale and Flavocure to obtain regulatory approvals (including conditional approval of the TSXV) to implement the Proposed Transaction. Forward-looking information can be identified by the use of words such as "plans", "is expected", "expects", "intends", "contemplates, "anticipates", "believes, "proposes", "estimates", “aims” or variations of such words and phrases, or statements that certain actions, events, or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based upon the current expectations of the management of each company. The forward-looking events and circumstances discussed in this release, including the completion of the Proposed Transaction, the Offering and the agency agreement may not occur by certain specified dates or at all and the final terms of such actions or events could differ materially as a result of known or unknown risk factors or uncertainties affecting the companies, including the risk that Pinedale and Flavocure may not be able to obtain all required approvals for the Proposed Transaction, including the acceptance of the TSXV, the risk that Flavocure may not be able to raise the required capital by reason of the state of capital markets, economic conditions or otherwise, and risks related to the novel coronavirus disease 2019 (COVID-19) and its impact upon the business, operations, financings and completion of the Proposed Transaction. A more complete discussion of the risks and uncertainties is disclosed in the Filing Statement available on www.sedar.com. Although Pinedale and Flavocure have attempted to identify important factors that could cause actual actions, event or result to differ materially from those described in the forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or
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intended. No forward-looking information can be guaranteed. Except as required by applicable securities laws, forward-looking information speaks only as of the date of this press release, and Pinedale and Flavocure undertake no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise. The information about Flavocure contained in the press release has not been independently verified by Pinedale.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.