/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
THE DISSEMINATION, DISTRIBUTION, RELEASE OR PUBLICATION, DIRECTLY
OR INDIRECTLY, IN OR INTO THE UNITED
STATES/
TORONTO, June 1, 2022
/CNW/ - Khiron Life Sciences Corp. ("Khiron" or the
"Company") (TSXV: KHRN) (OTCQX: KHRNF) is pleased to
announce that it has launched an underwritten overnight public
offering (the "Offering") of the Company's units (each, an
"Unit"). Each Unit will consist of one common share of the
Company (each, a "Unit Share") and one Common Share purchase
warrant of the Company (each, a "Unit Warrant"), with each
Unit Warrant being exercisable to acquire one Common Share (each, a
"Warrant Share") for a period of 24 months following the
closing date of the Offering.
The Offering will be led by Canaccord Genuity Corp. (the
"Lead Underwriter") with a syndicate of underwriters to be
formed (together with the Lead Underwriter, the
"Underwriters"). The Offering will be priced and sized in
the context of the market, with such terms including the offering
price of the Units and the exercise price of the Warrants to be
determined at the time of entering into an underwriting agreement
for the Offering.
The Underwriters will be granted an option (the
"Over-Allotment Option") to purchase up to an additional 15%
of the Units offered pursuant to the Offering on the same terms and
conditions for a period of 30 days following and including the
closing date of the Offering. The Over-Allotment Option may be
exercised by the Underwriters to acquire Units, Unit Shares and/or
Unit Warrants.
The Company will apply to list the Unit Shares and the Warrant
Shares to be issued upon exercise of the Unit Warrants on the TSX
Venture Exchange (the "TSXV"). Listing will be subject to
the Company fulfilling all of the requirements of the TSXV.
The net proceeds of the Offering will be used for general
corporate and working capital purposes. Closing of the Offering
will be subject to a number of customary conditions including, but
not limited to, receipt of all necessary regulatory approvals and
stock exchange approvals, including approval of the TSXV and the
entering into of an underwriting agreement with the
Underwriters.
The Offering is being made in each of the provinces and
territories of Canada except
Québec, and in the United States
on a private placement basis pursuant to exemptions from the
registration requirements of the United States Securities Act of
1933, as amended (the "U.S. Securities Act").The Units will
be offered in each such jurisdiction through those Underwriters or
their affiliates who are registered to offer the Units for sale in
such jurisdiction and such other registered dealers as may be
designated by the Underwriters. Subject to applicable law, the
Underwriters may offer the Units in such other jurisdictions
outside of Canada and the United States as agreed between the
Company and the Underwriters.
The Offering is expected to close on or about June 10, 2022, subject to the satisfaction of
customary closing conditions and the receipt of regulatory
approvals, including the approval of the TSXV. There can be no
assurance as to whether or when the Offering may be completed, or
as to the actual size or specific terms of the Offering.
The Offering will be conducted pursuant to a prospectus
supplement to the Company's existing Canadian base shelf prospectus
dated May 21, 2021 (the "Shelf
Prospectus") filed with the securities regulatory authority in
each of the provinces and territories of Canada.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the Units in the United States or to U.S. persons. The
Units to be issued in connection with the Offering have not been
and will not be registered under the U.S. Securities Act or any
state securities laws and may not be offered or sold within
the United States or to U.S.
persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
A copy of the Shelf Prospectus can be found on SEDAR at
www.sedar.com.
The securities offered in the Offering have not been and will
not be registered under the U.S. Securities Act 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 news 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.
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 Corporation has a sales presence in Colombia, Peru, Germany, United
Kingdom, and Brazil and is
positioned to commence sales in Mexico. The Corporation 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 Offering,
including that terms will be reached following overnight marketed
efforts, timing, potential completion and the use of proceeds of
the Offering.
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: uncertainty that overnight marketing efforts will lead
to definitive terms, the ability of Khiron to satisfy the
conditions to closing of the Offering, including obtaining approval
of the TSXV on a timely basis, or at all; that the Offering may not
be completed on the terms and timeline indicated, or at all; 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.
SOURCE Khiron Life Sciences Corp.