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Pascal Biosciences closes private placements

2018-03-12 20:29 ET - News Release

Mr. Patrick Gray reports

PASCAL ANNOUNCES CLOSING OF ITS PRIVATE PLACEMENT

Pascal Biosciences Inc. has closed its non-brokered private placement announced on Feb. 23, 2018, and March 8, 2018. The company has issued a total of 12,875,000 units at a price of 40 cents per unit, for gross proceeds of $5,150,000. Each unit consists of one common share and one full common share purchase warrant. Each warrant entitles the holder to purchase one additional common share of the company at a price of 60 cents per share for a period of 12 months up to, and including, March 12, 2019, subject to an exercise acceleration clause. Under the exercise 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 80 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 via a news release.

The company paid a finder's fee to the following parties: Haywood Securities Inc. (comprising $328,480 and 821,200 finder warrants), Regents Park Securities (comprising $31,200 and 70,000 finder warrants), Colin Wilson (comprising $26,400 and 66,000 finder warrants), Canaccord Genuity Corp. (comprising $10,560 and 26,400 finder warrants) and Leede Jones Gable (comprising $1,200 and 3,000 finder warrants) on a portion of the financing. Each finder warrant entitles the holder to purchase one common share of the company at a price of 60 cents per share for a period of 12 months up to, and including, March 12, 2019, subject to an exercise acceleration clause.

In addition, the company has closed its private placement previously announced on Jan. 4, 2018. The company has issued a total of 387,594 units at a price of 32 cents per unit, for gross proceeds of $124,030. Each unit consists of one common share and one full common share purchase warrant. Each warrant entitles the holder to purchase one additional common share of the company at a price of 40 cents per share for a period of 24 months, subject to an exercise acceleration clause. Under the exercise acceleration clause, which the company may exercise once the January units are free of resale restrictions, and if the company's shares are trading at or above a volume-weighted average price of 50 cents for 10 consecutive trading days, the January warrants will expire upon 30 days from the date the company provides notice in writing to the January warrantholders via a news release. Certain insiders of the company subscribed to a total of 387,594 January units. As a result, this part of the private placement is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101. The transaction is 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 exceeded 25 per cent of the company's market capitalization. No commissions were paid in respect to this financing.

All securities issued are subject to a hold period of four months and one day expiring on July 13, 2018. The net proceeds from the sale of units have been added to working capital in furtherance of the company's business.

We seek Safe Harbor.

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