Dr. Patrick Gray reports

PASCAL AMENDS WARRANT TERMS OF NON-BROKERED PRIVATE PLACEMENT

Pascal Biosciences Inc. has amended the terms of the non-brokered private placement previously announced on Nov. 2, 2020, and amended on Jan. 19, 2021. The new terms provide for the issuance of up to 7.5 million units at a price of 10 cents per unit for gross proceeds of up to $750,000. Each unit will consist of one common share and one common share purchase warrant. Each warrant will entitle the holder to purchase one additional common share of the company at a price of 15 cents for a period of 24 months from the date of closing, subject to an acceleration clause, which the company may exercise once the units are free of resale restrictions and if the company's shares are trading at or above a volume-weighted average price of 40 cents for 10 consecutive trading days. The warrants will expire upon 30 days from the date the company provides notice in writing to the warrantholders through a news release. Proceeds of the private placement may be subject to 7-per-cent finders' fees.

Certain directors and officers of the company intend to acquire the units under the private placement. Any such participation would be considered a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to, nor the consideration paid by such persons will exceed 25 per cent of the company's market capitalization.

The proceeds from the sale of units will be added to working capital in furtherance of the company's business. The securities to be issued under the placement will be subject to a four-month hold period, and the private placement is subject to the acceptance of the TSX Venture Exchange.

About Pascal Biosciences Inc.

Pascal is a biotechnology company, targeting innovative therapies for serious diseases, including COVID-19. Pascal is also developing treatments for cancer with targeted therapies for acute lymphoblastic leukemia and cannabinoid-based therapeutics. Pascal's leading portfolio also comprises small-molecule therapeutics, PAS-403, that is advancing into clinical trials for the treatment of glioblastoma, and PAS-393, an immuno-stimulatory cannabinoid to be used in combination with checkpoint inhibitor therapy, which is being developed collaboratively with SoRSE Technology.

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