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PharmaCielo Announces Intention to Issue Interest Shares

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PharmaCielo (OTC: PCLOF) intends to issue 11,145,999 common shares as Interest Shares at an effective price of $0.08 per share to satisfy $891,681.85 of accrued semi‑annual interest on its 11% secured debentures, subject to TSX Venture Exchange approval.

The effective price was calculated under the debenture terms and TSXV Policy 4.3, section 3.3; issued shares will remain subject to any statutory hold period under Canadian securities laws.

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AI-generated analysis. Not financial advice.

Positive

  • Avoids immediate cash outflow of $891,681.85
  • Conforms to TSXV Policy 4.3 section 3.3 calculation

Negative

  • Issues 11,145,999 new common shares, creating dilution risk
  • Interest accrual remains $891,681.85 until converted by shareholders

News Market Reaction – PCLOF

+6.44%
1 alert
+6.44% News Effect

On the day this news was published, PCLOF gained 6.44%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

All figures in Canadian dollars ($) unless otherwise specified

Toronto, Ontario and Rionegro, Colombia--(Newsfile Corp. - April 17, 2026) - PharmaCielo Ltd. (TSXV: PCLO) (OTC Pink: PCLOF) ("PharmaCielo" or the "Company"), the Canadian parent of Colombia's premier cultivator and producer of dried flower and food and medicinal grade cannabis extracts for the natural pharmaceuticals and consumer products market, PharmaCielo Colombia Holdings S.A.S., today announced that it intends to issue, subject to the approval of the TSX Venture Exchange, 11,145,999 common shares of PharmaCielo ("Interest Shares"), at an effective price of $0.08 per Interest Share, in satisfaction of an aggregate of $891,681.85 in accrued semi annual interest payments due to holders of the Company's 11% secured debentures (the "Debentures").

The effective price of the Interest Shares was determined by dividing the cash interest otherwise payable by the number of shares issuable under each Debenture, in accordance with the terms of the Debentures and TSX Venture Exchange Policy 4.3, section 3.3.

The Interest Shares are subject to the balance, if any, of the applicable statutory hold period under Canadian securities laws.

About PharmaCielo

PharmaCielo Ltd. (TSXV: PCLO) (OTC Pink: PCLOF) is a global company, headquartered in Canada, with a focus on ethical and sustainable cultivating, processing and supply of all natural, pharmaceutical-grade medical dried cannabis flower and cannabis extracts for the natural pharmaceuticals and consumer products market. PharmaCielo's principal (and wholly owned) subsidiary is PharmaCielo Colombia Holdings S.A.S., headquartered at its cultivation and processing center located in Rionegro, Colombia.

For further information

Ian Atacan, Chief Financial Officer
i.atacan@pharmacielo.com

Media and Investor Inquires:
investors@pharmacielo.com

Forward-Looking Statements

This news release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as "expects", "is expected", "intends", "anticipates", "believes", or variations of such words and phrases or state that certain actions, events or results "may" or "will" be taken, occur or be completed or achieved. Forward-looking statements in this news release include, without limitation, statements regarding potential financing transactions, and the possible conversion of debentures.

The forward-looking statements in this news release are necessarily based on assumptions, including assumptions with respect to PharmaCielo's ability to obtain necessary approvals for the issuance of the interest shares.

Forward-looking statements can be affected by known and unknown risks, uncertainties and other factors, including changes to PharmaCielo's development plans, the failure to obtain and maintain all necessary regulatory approvals relating to the export of cannabinoid products and the import of these products into other countries, TSX Venture Exchange approval, the inability to export or distribute commercial products through sales channels as anticipated due to economic or operational circumstances, risks associated with operating in Colombia, fluctuation of the market price for the Company's products, risks associated with global economic and political instability or other developments, risks related to retention of key Company personnel, currency exchange risk, competition in PharmaCielo's market and other risks discussed or referred to under the heading "Risk Factors" in PharmaCielo's Annual Information Form for the financial year ended December 31, 2019, which is available at www.sedar.com. Accordingly, readers should not place undue reliance on forward-looking statements. Except as required by law, PharmaCielo undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/292896

FAQ

What did PharmaCielo (PCLOF) announce about issuing Interest Shares on April 17, 2026?

They plan to issue 11,145,999 common shares at $0.08 per share to satisfy accrued interest. According to PharmaCielo, this issuance would satisfy $891,681.85 of semi‑annual interest on the company's 11% secured debentures, subject to TSXV approval and statutory hold periods.

How was the $0.08 effective price for PharmaCielo PCLOF Interest Shares determined?

The effective price was set by dividing cash interest by shares issuable under each debenture. According to PharmaCielo, the method follows the debenture terms and TSX Venture Exchange Policy 4.3, section 3.3, to calculate the per‑share conversion price.

What is the total interest amount being satisfied by PharmaCielo PCLOF's share issuance?

The issuance would satisfy $891,681.85 in accrued semi‑annual interest on the debentures. According to PharmaCielo, that aggregate amount will be settled by issuing 11,145,999 Interest Shares at the stated effective price, pending TSXV approval.

Will PharmaCielo PCLOF Interest Shares be subject to resale restrictions after issuance?

Yes, the Interest Shares are subject to any remaining statutory hold period under Canadian securities laws. According to PharmaCielo, issued shares will remain bound by the applicable hold period and any TSXV conditions on the issuance.

Does PharmaCielo PCLOF need regulatory approval to issue the Interest Shares?

Yes, the issuance is subject to approval by the TSX Venture Exchange before proceeding. According to PharmaCielo, the share issuance must receive TSXV approval and will comply with exchange policy and statutory hold requirements.