Private Placement Financing
Vancouver, British Columbia, March 29, 2017: Carrara Exploration Corp. (CSE: CAA) ("Carrara") announces a non-brokered private placement of up to 10 million units (the "Units") for minimum gross proceeds of at least $1 million and maximum gross proceeds of up to $5 million (the "Financing"). The Financing is being conducted pursuant to a previously announced amalgamation agreement (see news release of Carrara dated March 22, 2017), which provides for the acquisition of PreveCeutical Medical Inc. ("PMI") by Carrara by way of a three cornered amalgamation and a reverse take-over of Carrara by PMI.
The Units will be issued pursuant to applicable prospectus and registration exemptions and in Canada will have a hold period of four months and one day from the closing of the Financing. Finder's fees are payable on a portion of the Placement. Each Unit will be offered at a price of $0.50 per Unit and consist of one common share in the capital of Carrara (the "Carrara Shares") and one transferable common share purchase warrant (each a "Warrant"), which Warrant will entitle the holder thereof to acquire one Carrara Share at an issue price of $1.00 per share.
It was previously announced that each Unit Warrant would be exercisable for a period of 12 months from the closing of the Financing. This period has now been amended and increase to 24 months from the closing of the Financing; provided that in the event that the closing price of the Carrara Shares trading on the Canadian Securities Exchange (the "CSE") is at least $1.50 or more for ten consecutive business days, Carrara will have the option of accelerating the expiration date for the exercise of the Warrants by giving at least 14 business days' notice.
The proceeds of the Financing will be held in escrow until the closing of the amalgamation transaction and the re-listing of the Carrara Shares on the CSE. Upon release, the proceeds will then be available for general corporate and working capital purposes by the resulting issuer. If the amalgamation transaction is not completed, no Units will be issued and the proceeds of the Financing will be returned to the subscribers thereunder, without interest or deduction. Carrara may pay finder's fees of up to 8% to any finder of the aggregate gross proceeds of the Financing raised by such finder, which finder's fees shall be payable by Carrara, in its discretion, in cash, Units or a combination of cash and Units
In anticipation of the Financing and the change of business of Carrara that will result from the completion of the amalgamation transaction, Carrara announces that it will be hosting a briefing for the investment community with PMI to provide an update on the status of PMI's business and its future plans and projects.
It is anticipated that Stephen Van Deventer (PMI's Chief Executive Officer), Dr. Makarand Jawadekar (PMI's Chief Science Officer) and Dr. Harendra (Harry) Parekh (PMI's Team Leader, Research) will make presentations regarding PMI's research projects, intellectual property strategy, business goals and scientific development plans. Further details regarding the presentations will be made available prior to the event.
Venue: The Fairmont Waterfront Hotel (900 Canada Place, Vancouver, British Columbia), Malaspina Room
Date: Thursday, April 27, 2017
Time: 1:30 p.m. to 6:00 p.m.
Confirm your attendance, register by clicking here: https://preveceutical-presentation- 2017.eventbrite.ca/
PMI is a private British Columbia health and wellness company focused on utilizing nature and science for the benefit of health-conscious consumers. PMI currently has one product available for sale, the CELLB9 immune-system booster. CELLB9 is an oral solution containing polarized and potentiated essential minerals extracted from a novel peptide, obtained from Blue Scorpion serum. The active potentiated ingredients in the Blue Scorpion serum appear to support health at a deep cellular level, having been used for many years and in over 40 countries. The solution is colorless and odourless and can be administered orally.
For further information about PMI, please visit http://www.preveceutical.com/, follow PMI on Twitter: https://twitter.com/preveceuticals, or on Facebook: http://www.facebook.com/Preveceutical.
Carrara is a reporting issuer in the Provinces of Alberta, British Columbia and Ontario and has its common shares listed on the CSE under the symbol "CAA". For further information about Carrara and the amalgamation transaction referenced above, readers are directed to Carrara's SEDAR profile at www.sedar.com.
On Behalf of the Board of Directors
Chief Financial Officer
For further information, please contact:
Chief Financial Officer
Stephen Van Deventer
Chairman and Chief Executive Officer
The CSE has in no way passed upon the merits of the amalgamation transaction or the listing of the common shares of the resulting issuer, and has neither approved nor disapproved the contents of this news release. Approval of the CSE for the listing of the common shares of the resulting issuer will be subject to, among other things, the resulting issuer satisfying the listing requirements of the CSE. There can be no assurance that the approval of the CSE regarding the listing of the common shares of the resulting issuer will be obtained.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States, or in any jurisdiction in which such an offer or sale would be unlawful. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any United States state securities laws, and may not be offered or sold in the United States or to the account or benefit of a "U.S. person" (as defined in Regulation S under the 1933 Act) or a person in the United States absent registration or an applicable exemption from the registration requirements
This news release includes certain statements that constitute "forward-looking information" within the meaning of applicable Canadian securities laws. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. Statements in this news release that are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations and orientations regarding the future. Often, but not always, forward-looking statements can be identified by words such as "pro forma", "plans", "expects", "may", "should", "budget", "schedules", estimates", "forecasts", "intends", "anticipates", "believes", "potential" or variations of such words including negative variations thereof and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Such forward-looking statements include, among others, statements as to the anticipated business plans and research projects of PMI, the terms and conditions of the amalgamation transaction and the Financing, the listing of the common shares of the resulting issuer on the CSE, the anticipated business plans and timing of future activities and the prospects of their success of Carrara, PMI, and the resulting issuer, including the use of the funds raised in the Financing, and PMI's ability and success in executing its proposed business plans. Actual results could differ from those projected in any forward-looking statements due to numerous factors including adverse market conditions, risks regarding protection of proprietary technology, the ability of PMI to develop and market its future products, risks regarding government regulation, risks and uncertainties relating to the inability of Carrara or PMI, as applicable, to obtain the requisite shareholder, regulatory and stock exchange approvals for the amalgamation transaction, lack of investor interest in the Financing and general economic, market or business conditions. These forward-looking statements are made as of the date of this news release and Carrara assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in these forward-looking statements. Although Carrara and PMI believe that the beliefs, plans, expectations and intentions contained in this news release are reasonable, there can be no assurance that those beliefs, plans, expectations or intentions will prove to be accurate. Readers should consider all of the information set forth herein and should also refer to other periodic reports filed from time-to-time with Canadian securities regulators. These reports and the Carrara's filings are available at www.sedar.com.