PharmaCielo Announces Issuance of Shares for Settlement of Certain Amounts Owing

Rhea-AI Summary

PharmaCielo (TSXV: PCLO) (OTC: PCLOF), a Canadian company operating Colombia's premier cannabis cultivation and extraction facility, has announced two share issuances to settle outstanding obligations. The company has issued 2,000,000 common shares at $0.10 per share to settle $200,000 in debt owed to service providers. Additionally, 10,259,041 common shares were issued at $0.0953 per share to satisfy $977,689 in semi-annual interest payments due to holders of 11% secured debentures maturing in December 2024 and June 2026. Both share issuances are subject to a four-month hold period under Canadian securities laws.

Positive

• None.

Negative

• Company settling $200,000 debt through share issuance, indicating cash flow constraints
• Additional share issuance of 10.26M shares for interest payments, resulting in dilution
• High interest rate of 11% on secured debentures suggests expensive debt financing

All figures in Canadian dollars ($) unless otherwise specified

Toronto, Ontario and Rionegro, Colombia--(Newsfile Corp. - February 12, 2025) -  PharmaCielo Ltd. (TSXV: PCLO) (OTC: PCLOF) ("PharmaCielo" or the "Company"), the Canadian parent of Colombia's premier cultivator and producer of dried flower and medicinal-grade cannabis extracts, PharmaCielo Colombia Holdings S.A.S., today announced issuance of shares for settlement of certain amounts owing.

Settlement of Debt

Today, the Company announced that, as approved by TSX Venture Exchange ("TSXV"), it has settled $200,000 of debt owed to certain service providers of the Company, through the issuance of an aggregate amount of 2,000,000 common shares of the Company ("Settlement Shares"), at a deemed price of $0.10 per share. The Settlement Shares will be subject to a four-month hold period under applicable Canadian securities laws, starting from the date of issuance of the Settlement Shares.

Interest Shares

Today, PharmaCielo also announced that, as approved by TSXV, it has issued 10,259,041 common shares of PharmaCielo ("Interest Shares"), at an effective price of $0.0953 per Interest Share, in satisfaction of an aggregate of $977,689 in semi-annual interest payments due to holders of 11% secured debentures of the Company due December 24, 2024, and June 30, 2026 (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, as determined on December 1, 2024. in accordance with the terms of the Debentures. The Interest Shares are subject to the balance, if any, of the 4-month statutory hold period.

About PharmaCielo

PharmaCielo Ltd. (TSXV: PCLO) (OTC: 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 products to large channel distributors. 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.

The board of directors and executive team of PharmaCielo are comprised of a diversely talented group of international business executives and specialists with relevant and varied expertise. PharmaCielo recognized the significant role that Colombia's ideal location plays in building a sustainable business in the medical cannabis industry, and the Company, together with its directors and executives, is executing on a business plan focused on supplying the international marketplace.

For further information

Ian Atacan, Director and 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 the issuance of the debenture units, including the timing and completion of any future issuances thereof.

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 debenture units.

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 political or economic 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/240411

FAQ

How many shares did PharmaCielo (PCLOF) issue to settle its debt in February 2024?

PharmaCielo issued 2,000,000 common shares at $0.10 per share to settle $200,000 in debt owed to service providers.

What is the value of interest payments PharmaCielo (PCLOF) settled through share issuance?

PharmaCielo settled $977,689 in semi-annual interest payments through the issuance of 10,259,041 common shares at $0.0953 per share.

When do PharmaCielo's (PCLOF) secured debentures mature?

PharmaCielo's secured debentures have maturity dates of December 24, 2024, and June 30, 2026.

What is the hold period for PharmaCielo's (PCLOF) newly issued settlement shares?

The settlement shares are subject to a four-month hold period under Canadian securities laws from the date of issuance.