Outstanding Shares (FD) - 110 million The Resulting Issuer
Upon Completion of the Qualifying Transaction and subject to the approval of the TSXV, it is expected that the Resulting Issuer will be listed on the TSXV as a Tier 1 Issuer (as such term is defined in the Corporate Finance Manual of the TSXV). The Resulting Issuer will maintain its registered office at 82 Richmond Street East, Toronto, Ontario M5C 1P1. The head office of the Resulting Issuer will be 82 Richmond Street East, Toronto, Ontario M5C 1P1.
Upon Completion of the Qualifying Transaction:
(a) an aggregate of 93,976,962 Common Shares will be issued and outstanding, consisting of:
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81,747,811 Common Shares issued to existing holders of PharmaCielo Common Shares;
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11,815,416 Common Shares issued to holders of PharmaCielo Subscription Receipts;
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388,609 Common Shares currently held by AAJ Shareholders; and (iv) 25,126 Common Shares to be issued to Richardson GMP Limited (“Richardson GMP”) pursuant to the Introductory Fee Agreement (as defined herein).
(b) an aggregate of 15,693,957 Resulting Issuer Options and 802,660 Resulting Issuer Broker Warrants will be outstanding, consisting of:
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Resulting Issuer Options to purchase 38,777 Common Shares pursuant to the AAJ Options;
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Resulting Issuer Options to purchase 15,655,180 Common Shares to be issued to replace outstanding PharmaCielo Stock Options;
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Resulting Issuer Broker Warrants representing the right to acquire up to an aggregate of 802,660 Common Shares.