/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
RICHMOND, BC, March 29, 2017 /CNW/ - Liberty Biopharma
Inc. (TSX VENTURE: LTY) ("Liberty Biopharma" or "Company") is
pleased to announce that it has received a receipt for a
preliminary short form prospectus (the "Preliminary
Prospectus") in connection with a proposed offering of units
("Units") of Liberty Biopharma for gross proceeds of up to
$10 million (the
"Offering").
The Offering will be conducted on a "best efforts" basis with
Kernaghan & Partners Ltd. ("Kernaghan") acting as
agent. Kernaghan may form and manage a selling group of
investment dealers in connection with the Offering. The Offering
will be conducted in the provinces of British Columbia, Alberta, and Ontario.
The number of Units to be issued, the price of each Unit, and
the exercise price of each Warrant will be determined in the
context of the market at the time of pricing of the Offering. Each
Unit will consist of one common share of the Company ("Common
Share") and one Common Share purchase warrant
("Warrant"), with each Warrant entitling the holder to
purchase one additional Common Share for a period of five (5) years
from the first closing date.
The Warrants will be subject to an acceleration provision as
follows. In the event the closing price of the Company's
Common Shares on the TSX Venture Exchange is greater than a
specified price for a period of 10 consecutive trading days at any
time after six months from the closing of the Offering, the Company
may accelerate the expiry date of the Warrants by giving notice to
the holders thereof and, in such case, the Warrants will expire on
the 30th day after the date on which such notice is
given to the holder.
If the Offering is completed, the Company intends to use the net
proceeds from the Offering for ongoing expansion and execution of
worldwide sales and marketing plans, strategic acquisitions,
general purposes, working capital and reserve.
The Offering is subject to certain conditions including, but not
limited to, the receipt of all necessary 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.
In consideration for the services to be rendered by Kernaghan
and members of any selling group formed by Kernaghan in connection
with the Offering, Kernaghan and such selling group members will
receive a fee consisting of cash and broker warrants.
A copy of the Preliminary Prospectus, which was filed in each of
the provinces of British Columbia,
Alberta and Ontario, contains important information
relating to the Offering and the Units, and is available on SEDAR
at www.sedar.com or by contacting Kernaghan at 416-423-3251 or
mark@kernaghanpartners.com. 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 being offered have not been, nor will they be,
registered under the United States Securities Act of 1933 (the
"U.S. Securities Act"), as amended, or any U.S. state
securities laws and may not be offered or sold in the United States or to, or for the account or
benefit of, U.S. persons absent registration or an applicable
exemption from the registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws.
This news release does not constitute an offer to sell or a
solicitation to buy securities of Liberty Biopharma in the United States, in any province or
territory of Canada or in any
other jursidiction. The securities will only be offered for sale by
prospectus and only in those jurisdictions where such sales may
lawfully be made.
About Kernaghan & Partners Ltd.
Kernaghan & Partners Ltd. is a full service brokerage firm
offering advisory services on a global range of products to both
retail as well as Institutional investors.
About Liberty Biopharma Inc.
Liberty Biopharma is a clinical stage biopharmaceutical company
developing and commercializing regenerative stem cell technologies
and therapeutic solutions for independence and quality of
life. Our focus is on significant areas of unmet clinical
need, such as wound management, osteoarthritis, musculoskeletal
injury, cardiovascular diseases, and autoimmune diseases.
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.
Cautionary Statements
Certain statements contained in this press release constitute
forward-looking information. These statements relate to future
events or future performance. The use of any of the words "could",
"intend", "expect", "believe", "will", "projected", "likely",
"estimated" and similar expressions and statements relating to
matters that are not historical facts are intended to identify
forward-looking information and are based on current belief or
assumptions as to the outcome and timing of such future events.
Forward-looking information contained in this news release
includes, but is not limited to, information or statements about
the completion and expected timing of the Offering; whether the
terms of the Offering will be as described in this press release;
whether the Offering will be successful; the receipt of the
required regulatory approvals (including stock exchange) in respect
of the Offering, the net proceeds from the Offering, and the
Company's use of the net proceeds from the Offering.
The forward-looking statements contained in this news release
are expressly qualified in their entirety by this cautionary
statement: the "Forward-Looking Information" section contained in
the Preliminary Prospectus, the risks disclosed in the Preliminary
Prospectus and in the Annual Information Forms ("AIFs") and
Management Discussion and Analysis ("MD & A")
incorporated by reference therein. Actual future results and
developments may differ materially from those contemplated by these
statements depending on, among other things, the risks described in
the Company's Preliminary Prospectus, AIFs and MD & A, and the
risks that Liberty Biopharma may not receive regulatory approvals
(Including stock exchange) or otherwise satisfy the conditions to
the completion of the Offering and the funds thereof not being
available to the Company. Various assumptions or factors are
typically applied in drawing conclusions or making the forecasts or
projections set out in forward-looking information. Those
assumptions and factors are based on information currently
available to Liberty Biopharma, and include, but are not limited
to, the satisfaction of all conditions to completion of the
Offering, the receipt of required regulatory approvals (including
stock exchange) and the successful completion of the Offering on
the terms described in this press release, if at all, in the time
frame anticipated. Readers are cautioned that the above risk factor
is not exhaustive. As required by applicable securities
legislation, as a reporting issuer, it is Liberty Biopharma's
policy to update forward-looking information in its periodic
management discussions and analyses, as required from time to
time. Because of the risks, uncertainties and assumptions
contained herein, investors should not place undue reliance on
forward-looking information. The foregoing statements expressly
qualify any forward-looking information contained herein.
SOURCE Liberty Biopharma Inc.