CAV.P Chelsea Acquisition Corporation

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN
UNITED STATES


Chelsea Acquisition Corporation ("Chelsea") (TSX VENTURE:CAV.P) is pleased to
announce that the shareholders of Chelsea have approved the previously announced
proposed qualifying transaction of Chelsea involving the amalgamation (the
"Amalgamation") of Chelsea and Pediapharm Inc. ("Pediapharm"). Pursuant to the
Amalgamation, a new entity was formed on December 10, 2013 under the Canada
Business Corporations Act called "Pediapharm Inc." ("Amalco"). The Amalgamation
constituted the qualifying transaction (the "Qualifying Transaction") of Chelsea
in accordance with the requirements of the TSX Venture Exchange Inc. (the "TSX
Venture") Policy 2.4 - Capital Pool Companies. The Amalgamation is described in
further detail in the press releases of Chelsea dated July 15, 2013, October 17,
2013, and November 29, 2013 and in the management information circular of
Chelsea dated November 12, 2013, all of which are available on SEDAR at
www.sedar.com. Prior to the Amalgamation, Chelsea received conditional approval
of the Qualifying Transaction from the TSX Venture on November 8, 2013. The
completion of the Qualifying Transaction is subject to the final approval of the
TSX Venture which Chelsea expects to receive shortly. Upon receipt of final
approval from the TSX Venture, Amalco will begin trading on the TSX Venture
under the symbol "PDP".


The incoming board of directors of Amalco (the "Board") is comprised of Mr.
Sylvain Chretien, Mr. Pierre Lapalme, Mr. Angelo Botter, Mr. Pierre Desormeau,
Mr. Normand Chartrand and Mr. Douglas M. Stuve. In addition, the following
individuals have been appointed as the management of Amalco, Mr. Sylvain
Chretien as President and Chief Executive Officer, Mr. Roland Boivin as Chief
Financial Officer, Mr. Benoit Hebert as Vice-President, Business Development and
Licensing, Mr. Ashok Bhaseen as Vice-President, Marketing and Sales, Mr. Pierre
Lapalme as Chairman of the Board and Mr. Normand Chartrand as Corporate
Secretary. 


By completing the Amalgamation, Pediapharm met all of the conditions necessary
for the subscription receipts of Pediapharm (the "Subscription Receipts") issued
pursuant to the previously announced brokered private placement to automatically
convert into common shares in the capital of Amalco ("Common Shares"). As such,
on December 10, 2013, Amalco issued 21,254,968 Common Shares and received
$6,376,490.40 in gross subscription proceeds (the "Subscription Receipts
Proceeds") from Computershare Trust Company of Canada, as agent of the
Subscription Receipts.


In connection with the Amalgamation, Amalco paid a finder's fee to Richardson
GMP Limited ("Richardson") of $200,000 with $50,000 being paid in cash and the
balance paid by the issuance of 500,000 Common Shares. In addition, Amalco paid
a finder's fee to 9132-8757 Quebec Inc. of $130,000 with $32,500 paid in cash
and the balance paid by the issuance of the 325,000 Common Shares.


Chelsea is also pleased to announce that Pediapharm, through Amalco, has closed
its previously announced brokered private placement (the "QSSP Offering") of
Common Shares to a qualified mutual fund through the Quebec Stock Savings Plan
II. Pursuant to the QSSP Offering, Amalco issued 2,000,000 Common Shares at a
price of $0.30 per Common Share for gross proceeds of $600,000 (the "QSSP
Subscription Proceeds"). The QSSP Subscription Proceeds, when combined with the
Subscription Receipts Proceeds, have resulted in gross proceeds to Amalco of
$6,967,490.40.


Richardson and Laurentian Bank Securities Inc. (collectively, the "Agents")
acted as agents of Amalco pursuant to the QSSP Offering. The Agents were paid a
cash commission equal to 8% of the gross proceeds raised directly by the Agents,
for commissions of $48,000 (the "Agent's Commissions"). In addition, the Agents
were granted agent's options to purchase 160,000 Common Shares at a price at of
$0.30 per Common Share for a period of 24 months from the date the Common Shares
are listed on the TSX Venture.


It is intended that the net proceeds from the QSSP Offering and the Subscription
Receipts Offering will be used by Amalco to: launch new products; acquire
commercial product rights; pay expenses incurred in connection with the
Qualifying Transaction and QSSP Offering; and for general working capital
requirements.


The Qualifying Transaction and QSSP Offering are subject to the approval of the
TSX Venture and all other necessary regulatory approvals. 


About Pediapharm

Pediapharm is the only private Canadian specialty pharmaceutical company,
dedicated to serving the needs of the pediatric community. Its mission is to
bring to the Canadian market the latest innovative pediatric products with the
objective to improve the health and the well-being of children in Canada. Since
its debut in 2008, Pediapharm has entered into numerous commercial agreements
with partners from Canada and other countries around the world. 


As indicated above, completion of the Qualifying Transaction and QSSP Offering
are subject to TSX Venture approval. There can be no assurance that the
Qualifying Transaction or the QSSP Offering will be approved by the TSX Venture.


Investors are cautioned that, except as disclosed in the information circular of
Chelsea prepared in connection with the Qualifying Transaction, any information
released or received with respect to the Qualifying Transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of
Chelsea or Pediapharm should be considered highly speculative.


The TSX Venture has in no way passed upon the merits of the Qualifying
Transaction and has neither approved nor disapproved the contents of this press
release. Neither TSX Venture nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture) accepts responsibility for the
adequacy or accuracy of this press release.


This press release contains forward-looking statements. More particularly, this
press release contains statements concerning: the receipt of TSX Venture
approval of the Qualifying Transaction, the receipt of TSX Venture approval of
the QSSP Offering, and the use of proceeds by Amalco of the QSSP Offering. The
forward-looking statements are based on certain key expectations and assumptions
made by Chelsea and Pediapharm including the timing of receipt of required TSX
Venture approvals.


Although Chelsea and Pediapharm believe that the expectations and assumptions on
which the forward-looking statements are based are reasonable, undue reliance
should not be placed on the forward-looking statements because no assurance can
be provided that they will prove to be correct. Since forward-looking statements
address future events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These include, but
are not limited to, risks that the required TSX Venture approvals are not
obtained on terms satisfactory to the parties or at all.


The forward-looking statements contained in this press release are made as of
the date hereof and neither Chelsea nor Pediapharm undertake any obligation to
update publicly or revise any forward-looking statements or information, whether
as a result of new information, future events or otherwise, unless so required
by applicable securities laws.


This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
state in the United States in which such offer, solicitation or sale would be
unlawful. The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Chelsea Acquisition Corporation
Douglas Stuve
Director
(403) 234-3337


Pediapharm Inc.
Sylvain Chretien
Chief Executive Officer
(514) 239-7966

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