PreveCeutical Announces Debt Settlement and Conversion Debt Vancouver, British Columbia--(Newsfile Corp. - March 12, 2021) - PreveCeutical Medical Inc. (CSE: PREV) (OTCQB: PRVCF) (FSE: 18H) (the "Company" or "PreveCeutical") announces that it has agreed to issue 19,554,201 common shares without par value in its capital (each, a "Share") to two non-arm's length creditors and an arm's length creditor of the Company at a deemed issuance price of $0.032 per Share.
The Company entered into shares for debt settlement agreements with a current director and a company controlled by a current director (each a "Creditor"), pursuant to which the Company agreed to issue to each Creditor, and each Creditor agreed to accept 1,640,625 Shares (the "Settlement Shares") at a price of $0.032 per Share in full and final settlement (the "Debt Settlement") of accrued and outstanding indebtedness in the amount of $52,500 for directors' fees (the "Debt") owing to each such Creditor (the "Debt Settlement").
The issuance of the Settlement Shares to each Creditor will be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"); however, the issuances are exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101.
The Settlement Shares will be subject to a statutory hold period of four months from the date of issuance, in accordance with applicable policies of the Canadian Securities Exchange.
The Company also entered into an assignment agreement, whereby a certain arm's length assignee (the "Assignee") acquired all of Stephen Van Deventer and Kimberly Van Deventer's right, title, interests and obligations in and under a convertible credit facility agreement dated effective December 9, 2016, as amended, as to the aggregate principal amount of $475,637.50 and the accrued interest thereon in the aggregate amount of $45,096.93 (collectively, the "Assigned Amount"). The Assignee has elected to convert the Assigned Amount into an aggregate of 16,272,951 Shares (the "Conversion Shares"). The Conversion Shares will not be subject to a hold period in Canada.
None of the foregoing securities have been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any applicable 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 (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About PreveCeutical
PreveCeutical is a health sciences company that develops innovative options for preventive and curative therapies utilizing organic and nature identical products. The Company aims to be a leader in the preventive health sciences sector.
With the completion of four of its research programs, the Company is actively working on the development, clinical trials, and commercialization of its products; and has filed a number of provisional patent applications to protect the intellectual property from its research programs.
For more information about PreveCeutical, please visit our website www.PreveCeutical.com or follow us on Twitter and Facebook.
On behalf of the Board of Directors of PreveCeutical
Stephen Van Deventer, Chairman and Chief Executive Officer
For further information, please contact:
Stephen Van Deventer: +1 604 306 9669
Or Investor Relations ir@preveceutical.com
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accept responsibility for the adequacy or accuracy of this release.