/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES/
KELOWNA, BC, Sept. 8, 2020 /CNW/ - Panorama Capital Corp.
(TSXV: PANO.P) (the "Company" or "Panorama"), a
capital pool company, is pleased to announce that Avisa Pharma Inc.
("Avisa") has completed a first tranche of its previously
announced private placement of subscription receipts (the
"Subscription Receipts") for aggregate gross proceeds of
approximately $1.4 million (the
"Concurrent Financing"). The Concurrent Financing is
required to be completed by Avisa in connection with the previously
announced business combination between Panorama and Avisa (the
"Proposed Transaction").
Avisa issued an aggregate of 2,206,525 Subscription Receipts at
a purchase price of $0.64 per
Subscription Receipt for aggregate gross proceeds of $1,412,176. Each Subscription Receipt
entitles the holder thereof to receive, without payment of any
additional consideration and without further action on the part of
each subscriber, subject to adjustment, one common share in the
capital of Avisa (an "Avisa Share") in accordance with the
terms of a subscription receipt agreement entered into between
Avisa, Haywood Securities Inc. ("Haywood"), the lead agent
under the Concurrent Financing, and TSX Trust Company (the
"Subscription Receipt Agreement"), including the
satisfaction or waiver of the escrow release conditions described
in the Subscription Receipt Agreement (the "Escrow Release
Conditions"). Upon the closing of the Proposed Transaction, the
Avisa Shares issued pursuant to the conversion of the Subscription
Receipts will be automatically exchanged for shares of the Company
pursuant to the merger agreement and plan of reorganization entered
into between Avisa, the Company, and Panorama Capital USA Inc., a wholly-owned subsidiary of
Panorama, on June 17, 2020 (the
"Merger Agreement").
In accordance with the terms of an agency agreement dated
September 8, 2020 among Haywood and
Canaccord Genuity Corp. (collectively, the "Agents"), the
Company and Avisa, the Agents were paid a cash commission of
$112,974.08, being equal to 8% of the
gross proceeds raised under the Concurrent Financing (the "Cash
Fee") and were issued an aggregate of 176,522 share purchase
warrants (the "Agent's Warrants"), being the number of
warrants as is equal to 8% of the Subscription Receipts sold under
the Concurrent Financing. Each Agent's Warrant entitles the holder
to acquire a common share in the capital of the resulting issuer
upon completion of the Proposed Transaction for a period of
twenty-four months following the date of issuance.
The gross proceeds of the Concurrent Financing less: (i) 50% of
the Cash Fee and (ii) the expenses of the Agents incurred in
connection with the Concurrent Financing have been deposited in
escrow pending the satisfaction of the Escrow Release Conditions.
If (i) the Escrow Release Conditions are not satisfied on or before
January 4, 2021 (being the escrow
release deadline stipulated in the Subscription Receipt Agreement),
or (ii) prior to such escrow release deadline, Panorama and/or
Avisa advises the Agents or announces to the public that it does
not intend to satisfy the Escrow Release Conditions, the escrowed
funds shall be returned to the holders of the Subscription Receipts
in accordance with the terms of the Subscription Receipt
Agreement.
Cautionary Note
The Proposed Transaction is subject to a number of conditions
including, without limitation, approval of the Exchange. There can
be no assurance that the Proposed Transaction will be completed as
proposed or at all.
ON BEHALF OF THE BOARD OF DIRECTORS:
Michael G. Thomson
President, Chief Executive Officer, Corporate Secretary and
Director
Disclaimer for Forward-Looking
Information
This press release contains forward-looking statements and
information that are based on the beliefs of management and reflect
Panorama's current expectations. When used in this press release,
the words "estimate", "project", "belief", "anticipate", "intend",
"expect", "plan", "predict", "may" or "should" and the negative of
these words or such variations thereon or comparable terminology
are intended to identify forward-looking statements and
information. The forward-looking statements and information in this
press release include information relating to the Proposed
Transaction (including Exchange approval and the closing of the
Proposed Transaction). Such statements and information reflect the
current view of Panorama. Risks and uncertainties that may cause
actual results to differ materially from those contemplated in
those forward-looking statements and information.
By their nature, forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or other future
events, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements.
Such factors include, among others, the following risks:
- there is no assurance that subsequent tranches of the
Concurrent Financing will be completed or as to the amount of gross
proceeds to be raised in connection with the Concurrent Financing.
In particular, the amount raised may be significantly less than the
amounts anticipated as a result of, among other things, market
conditions and investor behaviour; and
- there is no assurance that Panorama and Avisa will obtain all
requisite approvals for the Proposed Transaction or fulfill all the
conditions and obligations of the Merger Agreement, including the
approval of the Exchange (which may be conditional upon amendments
to the terms of the Proposed Transaction);
There are a number of important factors that could cause
Panorama's actual results to differ materially from those indicated
or implied by forward-looking statements and information. Such
factors include, among others: currency fluctuations; limited
business history of Panorama; disruptions or changes in the credit
or security markets; disruption of results of operation activities
and development of projects of Avisa; unanticipated costs and
expenses, and general market and industry conditions.
Panorama cautions that the foregoing list of material factors is
not exhaustive. When relying on Panorama's forward-looking
statements and information to make decisions, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. Panorama has assumed that the
material factors referred to in the previous paragraph will not
cause such forward-looking statements and information to differ
materially from actual results or events. However, the list of
these factors is not exhaustive and is subject to change and there
can be no assurance that such assumptions will reflect the actual
outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS
RELEASE REPRESENTS THE EXPECTATIONS OF PANORAMA AS OF THE DATE OF
THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER
SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON
FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS
INFORMATION AS OF ANY OTHER DATE. WHILE PANORAMA MAY ELECT TO, IT
DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR
TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
This press release is not an offer of the securities for sale
in the United States. The securities have not been registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United
States absent registration or an exemption from
registration. 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 securities in any state in which such offer,
solicitation or sale would be unlawful.
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.
SOURCE Panorama Capital Corp.
