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TORONTO, June 10,
2022 /CNW/ - Khiron Life Sciences Corp.
("Khiron" or, the "Company") (TSXV: KHRN),
(OTCQB: KHRNF), (Frankfurt: A2JMZC), is pleased
to announce that it has closed today its previously announced
underwritten overnight public offering of units of the
Company ("Units"), including the exercise in full of
the over- allotment option (the "Offering").
A total of 30,705,000 Units were sold at a price of $0.15 per Unit (the "Issue Price") for aggregate gross proceeds
of $4,605,750. The Offering was
completed by a syndicate of underwriters led by Canaccord Genuity
Corp., including ATB Capital Markets Inc. and Leede Jones Gable
Inc. (together, the "Underwriters").
Each Unit is comprised of one common share of the Company (each,
a "Common Share", and each Common Share comprising a Unit, a
"Unit Share") and one Common Share purchase warrant of the
Company (each, a
"Unit Warrant"). Each Unit Warrant entitles
the holder thereof
to purchase one Common Share
(each, a "Warrant Share") at an exercise price of
$0.20 for a period of 24 months
following the closing of the Offering.
In consideration for their services, the Underwriters received a
cash commission equal to 7.0% of the gross proceeds of the Offering
and non-transferable compensation options (the "Compensation
Options") equal to
7.0% of the Units sold in the Offering.
Each Compensation Option is exercisable at the Issue Price to acquire one
Unit for a period of 24 months following the closing of the
Offering.
The Offering, and the listing of the Unit Shares and the Warrant
Shares, is subject to TSX Venture Exchange ("TSXV") final
acceptance of all requisite regulatory filings.
The net proceeds of the Offering
will be used for general
corporate and working capital purposes.
Certain directors and officers of the Company (collectively, the
"Insiders") participated in the Offering for an aggregate
of 2,035,000 Units in the Offering for $305,250.00 (the "Insider Participation"). The participation of the
aforementioned Insiders in the Offering
constitutes a "related party transaction"
within the meaning of Multilateral
Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). The Company
is relying upon an exemption from
the formal valuation
and minority shareholder approval
requirements under MI 61-101 in respect of the Insider
Participation, in reliance on Sections 5.5(b) and 5.7(1)(a) of MI
61-101, respectively, as the Company is not listed or quoted on the
stock exchanges set out therein and the fair market value of the
Insider Participation does not exceed 25% of the Company's market
capitalization as determined in accordance with MI 61-101.
The Insider Participation was approved
by members of the board of directors
of the Company who are independent for
purposes of the Insider Participation. No special committee was
established in connection with the Insider Participation,
and no materially contrary view or
abstention was expressed or made by any director
of the Company in relation thereto.
About Khiron Life Sciences Corp.
Khiron is a leading vertically integrated international medical
cannabis corporation with core operations in Latin America and
Europe.
Leveraging medical health clinics and
proprietary telemedicine platforms, Khiron combines
a patient-oriented approach, physician education programs,
scientific, product innovation, and cannabis operations expertise
to drive prescriptions and brand loyalty with patients worldwide.
The Company has a sales presence in Colombia,
Peru, Germany, United Kingdom, and Brazil
and is positioned to commence sales in
Mexico. The Company is led by co-founder and Chief Executive
Officer, Alvaro Torres, together with an
experienced and diverse executive team and board of directors.
Visit Khiron online at https://investors.khiron.ca/corporate-information.
Linkedin
https://www.linkedin.com/company/khiron-life-sciences-corp/.
Cautionary Notes
Forward-Looking Statements
This press release contains
"forward-looking information" and "forward-looking statements" within the meaning
of applicable Canadian and United
States securities laws (collectively, "forward-looking
information"). Forward-
looking information are often,
but not always,
identified by the use of words such as "seek",
"anticipate", "believe", "plan", "estimate", "expect",
"likely" and "intend" and statements that an event or result "may",
"will", "should", "could" or "might" occur or be achieved and other
similar expressions. Forward-looking information in this press
release includes, without limitation, statements relating to the
use of Offering proceeds and the receipt of final TSXV
acceptance.
Developing forward-looking information involves reliance on
several assumptions and considerations of certain risks and
uncertainties, some of which are specific to Khiron and others that
apply to the industry generally.
The risk factors and uncertainties that could cause actual results
to differ materially from the anticipated results or
expectations expressed in this press release, include, without
limitation: that the Company's use of proceeds of the Offering may
differ from those indicated; additional financing requirements;
adverse market conditions; and other risk factors described from
time to time in Khiron's OTC and Canadian securities filings. For
additional information about assumptions and risks and
uncertainties applicable to Khiron, please refer to Khiron's Annual
Information Form which is available on Khiron's SEDAR profile at
www.sedar.com.
Readers are cautioned to consider these and other
factors, uncertainties and potential events carefully and not to
put undue reliance on forward-looking information. The
forward-looking information contained herein is made as
of the date of this press
release and is based on the beliefs,
estimates, expectations and opinions of management
on the date such forward-looking information is made. The Company
undertakes no obligation to update or revise
any forward-looking information, whether as a result of new
information, estimates or opinions, future events or results or
otherwise or to explain any material difference between subsequent
actual events and such forward- looking information, except as
required by applicable law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined
in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this press
release.
The securities offered in the Offering have not been and will
not be registered under the U.S. Securities Act of
1933, as amended, or the securities laws of any state
of the United States and may not
be offered or sold absent such registration or
an applicable exemption from such 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
Units in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under
the securities laws of that jurisdiction. The securities referenced
herein have not been approved or disapproved by any regulatory
authority.
SOURCE Khiron Life Sciences Corp.