Ms. Jan D'Alvise reports

ACASTI PHARMA ANNOUNCES CLOSINGS OF CONCURRENT PUBLIC OFFERING OF UNITS AND PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES AND WARRANTS

Acasti Pharma Inc. has closed its previously announced public offering of units and its previously announced private placement of convertible debentures and warrants, for aggregate gross proceeds of approximately $7.7-million. Acasti intends to use the net proceeds from the offering and private placement to finance completion of its manufacturing scale-up and the clinical and regulatory planning and preparations necessary to be ready to enroll the first patient in the phase 3 clinical trial for CaPre (omega-3 phospholipid), Acasti's lead product candidate and for intellectual property expansion, business development activities, general and administration expenses, and working capital.

Public offering of units

Acasti issued a total of 3,930,518 units at a price of $1.45 per unit, for aggregate gross proceeds from the offering of approximately $5.7-million. Each unit consists of one Class A share in the capital of the corporation and half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at an exercise price of $2.15 per common share, subject to adjustment in certain circumstances, at any time prior to 5 p.m. (Montreal time) on Feb. 21, 2022, subject to the acceleration of the expiry date in certain circumstances.

Echelon Wealth Partners Inc. acted as sole bookrunner and lead agent for the offering, and Leede Jones Gable Inc. was appointed as a selling group member.

In consideration for the services rendered by Echelon and Leede under the offering, Echelon and Leede received a cash commission in an aggregate amount of approximately $340,000, corresponding to 7.0 per cent of the gross proceeds of the offering, excluding aggregate proceeds of approximately $831,550 from the sale of units sold to certain purchasers introduced by the corporation directly, including certain directors and officers of the corporation and of its parent company, Neptune Technologies & Bioressources Inc. (the "president's list"). Echelon and Leede also received broker warrants to purchase, in the aggregate, up to 234,992 common shares, corresponding to 7.0 per cent of the number of units issued under the offering, excluding units sold to purchasers on the president's list. Each broker warrant entitles the holder thereof to acquire one common share at an exercise price of $2.15 per common share, at any time prior to 5 p.m. (Montreal time) on Feb. 21, 2018.

MI 61-101 disclosure

As part of the offering, certain directors and senior officers of Acasti and of its parent company, Neptune Technologies & Bioressources Inc., namely: Jan D'Alvise, John Canan, Pierre Fitzgibbon and Linda O'Keefe purchased units directly or through corporations controlled by them, for an aggregate investment amount equal to approximately $180,500, such investments being "related party transactions" for the purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The corporation has relied on the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 from the valuation and minority shareholder approval requirements of MI 61-101 in respect of the insider investors' participation in the offering, since neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the insider investments, exceeds 25 per cent of the corporation's market capitalization.

The aggregate number of common shares issuable to each of the insider investors pursuant to their acquisition of units (including upon the exercise of the warrants forming part of the units) is set forth in the table, and the change in the percentage of the outstanding shares of the corporation held by each of them as a result of their subscription is not material.

 
Name of insider investor    Aggregate number of common shares issuable

Jan D'Alvise                52,500                 
John Canan                  52,500                 
Pierre Fitzgibbon           51,724                 
Linda O'Keefe               30,000                 

The number of common shares held by or issuable to, each of the insider investors pursuant to their acquisition of units (including upon the exercise of the warrants forming part of the units) will represent in the aggregate less than 1 per cent of all the common shares then outstanding.

The insider investments were approved by the board of directors of the corporation, excluding directors of the corporation who participated in the offering.

Private placement of convertible debentures and warrants

In addition, Acasti issued today $2-million aggregate principal amount of unsecured convertible debentures and warrants to acquire up to 1,052,631 common shares as part of the private placement. The convertible debentures were issued at a discount of 3.5 per cent to the principal amount thereof, for aggregate gross proceeds from the private placement of $1.93-million.

As previously announced, Leede received a finder's fee of $19,300 from the corporation, corresponding to 1.0 per cent of the aggregate gross proceeds received by the corporation from the private placement.

The securities issued in connection with the private placement are subject to a four-month-and-one-day hold period, in accordance with applicable securities laws, which will expire on June 22, 2017.

Acasti intends to use the net proceeds from the offering and private placement as outlined above. However, the above projections are based on management estimates and judgments, and financing requirements may vary significantly depending on results of and the further preparation for Acasti's clinical trials and subsequent discussions with regulatory authorities. The actual amount that the corporation spends in connection with each of the intended uses of proceeds will depend on a number of factors, including those listed under "Risk Factors" in or incorporated by reference in the corporation's short form prospectus dated Feb. 10, 2017, or unforeseen events.

About Acasti Pharma Inc.

Acasti Pharma is a biopharmaceutical innovator advancing a potentially best-in-class cardiovascular drug, CaPre (omega-3 phospholipid), for the treatment of hypertriglyceridemia, a chronic condition affecting an estimated one-third of the U.S. population. The corporation's strategy is to initially develop and commercialize CaPre for the three million to four million patients in the United States with severe hypertriglyceridemia.

We seek Safe Harbor.