PharmaCielo Ltd. Files Final Prospectus for $4 Million Bought Deal Offering

TORONTO , June 29, 2020 – PharmaCielo Ltd. (the “Company” or “PharmaCielo“) (PCLO.V) (PCLOF) is pleased to announce that it has filed a (final) short form prospectus with the securities regulatory authorities in British Columbia , Alberta , Ontario and Quebec in connection with its previously announced $4 million “bought deal” offering of common shares (the “Offering“), co-led by Cormark Securities Inc. and Stifel GMP. The Offering is expected to close on or about July 3, 2020 and is subject to regulatory approval including that of the TSX Venture Exchange. The net proceeds of the Offering will be used for non-operational payroll expenses of PharmaCielo Colombia S.A.S. (“PharmaCielo Colombia“), non-operational payroll taxes of PharmaCielo Colombia, purchase of ethanol to be used for extraction purposes and other working capital and general corporate purposes.

PharmaCielo Logo (CNW Group/PharmaCielo Ltd.)

PharmaCielo also announced that the Company has amended and refiled its previously issued unaudited condensed consolidated interim financial statements (“Q1 Financial Statements“) and management discussion and analysis (“Q1 MD&A“) for the three months ended March 31, 2020 following a review by its auditors, as further described in note 22 of the Q1 Financial Statements.

The amended Q1 Financial Statements and Q1 MD&A are available under the Company’s profile on SEDAR at www.sedar.com and supersede the respectively previously filed original Q1 Financial Statements and Q1 MD&A. Such previously filed original Q1 Financial Statements and Q1 MD&A should be disregarded.


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Exemptive Relief under Ontario Instrument 51-504

The Company is availing itself of the COVID-19 related exemptive relief under Ontario Instrument 51-504 – Temporary Exemptions from Certain Requirements to File or Send Securityholder Materials to delay the filing of its statement of executive compensation as otherwise required by subsections 9.3.1(2.2) of National Instrument 51-102 – Continuous Disclosure Obligations in reliance on. The Company expects to include its statement of executive compensation in its management information circular in connection with its upcoming annual general meeting of shareholders to be held on August 6, 2020 .

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

ABOUT PHARMACIELO

PharmaCielo Ltd. (TSXV:PCLO, OTCQX:PCLOF) is a global company, headquartered in Canada , with a focus on ethical and sustainable processing and supplying of all natural, medicinal-grade cannabis oil extracts and related products to large channel distributors. PharmaCielo’s principal (and wholly owned) subsidiary is PharmaCielo Colombia Holdings S.A.S., headquartered at its cultivation and processing centre located in Rionegro, Colombia .

The board of directors and executive team of PharmaCielo are comprised of a diversely talented group of international business executives and specialists with relevant and varied expertise. PharmaCielo recognized the significant role that Colombia’s ideal location plays in building a sustainable business in the medical cannabis industry, and the Company, together with its directors and executives, is executing on a business plan focused on supplying the international marketplace.

Forward-Looking Information Cautionary Statement

This press release contains “forward-looking statements” within the meaning of applicable securities laws, such as statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Use of words such as “may”, “will”, “expect”, “believe”, “intends”, “likely”, or other words of similar effect may indicate a “forward-looking” statement. Forward-looking statements included in this press release include but are not limited to those relating to the anticipated timing of closing the Offering, the use of proceeds of the Offering and the inclusion of the Company’s statement of executive compensation in its management information circular in connection with its upcoming annual general meeting of shareholders. These statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including those described in the Company’s publicly filed documents (available on SEDAR at www.sedar.com). Those risks and uncertainties include that closing of the Offering may not occur when anticipated, necessary approvals for the Offering including the approval of the TSXV may not be obtained, dilution to existing shareholders of the Company as a result of issuing Common Shares under the Offering, that the timing of the annual general meeting of shareholders may be disrupted by COVID 19 and other risks related to COVID 19 generally, that the market for the Company’s products may be subject to volatility, that there may be less than anticipated demand for the Company’s products, risks associated with the Company operating in Colombia , and the potential for it to disrupt global markets as well as the other risks and uncertainties applicable to cannabis producing companies. Many of these risks and uncertainties can affect the Company’s actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statement made by the Company or on its behalf. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All forward-looking statements in this press release are qualified by these cautionary statements. These statements are made as of the date of this news release and, except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, its financial or operating results or its securities. The Company does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by the Company or on the Company’s behalf, except as required by applicable law.

SOURCE PharmaCielo Ltd.

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