/NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
OTTAWA, June 19, 2019 /CNW Telbec/ - Tetra
Bio-Pharma Inc. ("Tetra" or the "Company"), a
biopharmaceutical multifaceted corporation with its primary focus
in cannabinoid‑based drug discovery and development (TSXV: TBP)
(OTCQB: TBPMF), is pleased to announce that it has filed and
received a receipt for a preliminary short form prospectus (the
"Preliminary Prospectus") in connection with a proposed
offering of units ("Units") for minimum gross proceeds of
C$3,500,000 and maximum gross
proceeds of C$7,000,000 (the
"Offering").
Echelon Wealth Partners Inc. (the "Lead Agent") and
Paradigm Capital Inc. (collectively with the Lead Agent, the
"Agents") will conduct the Offering on a commercially
reasonable best efforts basis as the Company's agents for the
Offering in each of the provinces of Canada, except Québec. The Units may also be
offered for sale in the United
States on a private placement basis pursuant to an exemption
from the registration requirements of the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act") and applicable state laws.
Each Unit will consist of one Class A common share (a "Common
Share") in the capital of the Company and one Common Share
purchase warrant (a "Warrant") of the Company. Each Warrant
will entitle the holder thereof to acquire one Common Share by
paying an exercise price for a period of 36 months from the date of
closing of the Offering. The number of Units to be distributed, the
price per Unit and the exercise price of the Warrants will be
determined by negotiation between the Company and the Lead Agent
prior to the filing of the final short form prospectus relating to
the Offering.
If the minimum Offering size is completed, the Company intends
to use the net proceeds of the Offering to (i) continue the
development of its clinical program, including Phase 3 clinical
trial expenses, manufacturing and other expenses related to PPP011,
(ii) development of products of Panag Pharma Inc., the Company's
wholly owned subsidiary, in connection with its acquisition
thereof, and (iii) for working capital and general corporate
purposes. If the maximum Offering size is completed, the Company
intends to use the net proceeds for, additionally, (i) optimizing
the manufacturing process related to PPP002, (ii) toxicology
relating to PPP003, (iii) API manufacturing (HU-308) related to
PPP003 and (iv) commercializing the hemp energy drink product of
its wholly-owned subsidiary, Tetra Natural Health Inc.
In consideration for the services to be rendered by the Agents
in connection with the Offering, the Agents shall be entitled to a
cash commission equal to 7% of the gross proceeds of the Offering,
which shall be payable on the Closing Date. The Agents shall also
be granted broker warrants ("Broker Warrants") to acquire
that number of Common Shares as is equal to 7% of the number of
Units sold in the Offering. Each Broker Warrant will entitle the
holder thereof to acquire one Common Share on payment of an
exercise price for a period of 24 months from the issuance date
thereof.
Closing of the Offering is expected to occur in July 2019. The Offering is subject to a number of
conditions, including, without limitation, the entering into of a
definitive agency agreement and receipt of all regulatory
approvals, including the approval of the TSX Venture Exchange.
There can be no assurance as to whether or when the Offering may be
completed, or as to the actual size or terms of the Offering.
A copy of the Preliminary Prospectus, which was filed in each of
the provinces of Canada, except
Québec, contains important information relating to the Offering and
the Units, and is available on SEDAR at www.sedar.com or by
contacting the Lead Agent at ecm@echelonpartners.com. The
Preliminary Prospectus is still subject to completion or amendment.
There will not be any sale or any acceptance of an offer to buy the
Units until a receipt for the final short form prospectus has been
issued.
The securities described herein have not been, and will not be,
registered under the U.S. Securities Act or any state securities
laws, and accordingly, may not be offered or sold within
the United States except in
compliance with the registration requirements of the U.S.
Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
any of the Company's securities to, or for the account or benefit
of, persons in the United States,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
About Tetra Bio-Pharma:
Tetra Bio-Pharma (TSX-V: TBP) (OTCQB: TBPMF) is a
biopharmaceutical multifaceted corporation with its primary focus
in cannabinoid-based drug discovery and development with a clinical
trial program aimed at bringing novel drugs and treatments to
patients and their healthcare providers. Tetra Bio-Pharma's
subsidiary, Tetra Natural Health, also focuses on the development
and commercialization of natural health and self-care products as
well as the sale of its hemp energy drinks.
For more information visit: www.tetrabiopharma.com and
www.tetranaturalhealth.com.
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 release.
Forward-looking statements
Some statements in this news release may contain
forward-looking information. All statements, other than of
historical fact, that address activities, events or developments
that the Company believes, expects or anticipates will or may occur
in the future (including, without limitation, statements relating
to the Offering generally, the terms thereof and the use of
proceeds of the Offering) are forward-looking statements.
Forward-looking statements are generally identifiable by use of the
words "may", "will", "should", "continue", "expect", "anticipate",
"estimate", "believe", "intend", "plan" or "project" or the
negative of these words or other variations on these words or
comparable terminology. Forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond the
Company's ability to control or predict, that may cause the actual
results of the Company to differ materially from those discussed in
the forward-looking statements. Factors that could cause actual
results or events to differ materially from current expectations
include, among other things, without limitation, the risk that the
Offering may not be completed on favorable terms or at all, the
risk that the Company may not be able to obtain all necessary
regulatory and stock exchange approvals, including the approval of
the TSX Venture Exchange, the risk that the Company may apply the
proceeds of the Offering differently than as stated herein
depending on future circumstances and other risks disclosed in the
Company's public disclosure record on file with the relevant
securities regulatory authorities. Reference is also made to the
risks and uncertainties disclosed under the heading "Risk Factors"
of the annual information form of the Company dated June 18, 2019 and of the Preliminary Prospectus,
both available under the Company's profile on www.sedar.com.
Although the Company has attempted to identify important factors
that could cause actual results or events to differ materially from
those described in forward-looking statements, there may be other
factors that cause results or events not to be as anticipated,
estimated or intended. Readers should not place undue reliance on
forward-looking statements. The forward-looking statements included
in this news release are made as of the date of this news release
and the Company does not undertake an obligation to publicly update
such forward-looking statements to reflect new information,
subsequent events or otherwise unless required by applicable
securities legislation.
SOURCE Tetra Bio-Pharma Inc