newsClaritas to issue shares for $17,944 (U.S.) in services 2021-09-30 23:50 ET - News Release Mr. Robert Farrell reports CLARITAS ANNOUNCES SHARES FOR SERVICES AGREEMENT & PROPOSED SHARE ISSUANCE Claritas Pharmaceuticals Inc. has submitted the company's service agreement containing shares for services agreements with its legal counsel Nox Law Corp. to the TSX Venture Exchange for its approval and wishes to issue shares for payment of services provided to the company. The Company and its US subsidiary Kalytera Therapeutics (Delaware), Inc. entered into legal services agreements with Nox effective since April 2020 and July 2020, respectively, under which the Company and its subsidiary received and continue to receive US and Canadian legal services from Nox at hourly rates comparable to other corporate/securities boutique law firms minus a discount. Such other comparable industry hourly rates range from $300 to $500. Similar to other agreements for legal services, there are no specific terms for these agreements, however, either party can terminate the agreements by providing notice to the other. Under these agreements, payment of accounts due to Nox for services rendered can be paid in cash or securities of the Company as decided between the parties from time to time. Claritas wishes to be able to pay Nox in the securities of the Company and had submitted the mentioned services agreements and supporting documents to the TSXV for its review and approval in June, July and August 2021. Company and Nox intend to have US$17,944.68 plus any accrued interest be paid by the issuance of shares and warrants to Nox and have submitted their agreement with respect of the same to the TSXV. Should the TSXV approve the agreements this will enable the Company to pay Nox in shares and other securities of the Company from time to time, including for the proposed payment in shares and warrants described below, in accordance with TSXV policies. The Company will provide additional updates after TSXV approval of the relevant agreements and with respect of the issuance of any securities. Each issuance of securities to Nox by the Company for the payment of its accounts for services rendered will be subject to TSXV approval. The Company proposes to pay US$17,944.68 plus any accrued interest at the date of payment in common shares and 100,000 common share purchase warrants of the Company to Nox to pay for certain previous services rendered from July 2020 onward and for fees previously deferred for prior services. The amount payable includes taxes. The Company proposes to effect the issuances on the date of the TSXV's approval for the proposed issuances. The warrants will have a term of 2 years and an exercise price per share that is 10% premium to the prior trading day's closing market price of the Company's common shares before the date of TSXV's approval of the issuance. The number of common shares to be issued to Nox shall be calculated by: Dividing US$17,944.68 plus any accrued interest as of the date of payment by the closing price of the common shares (as adjusted into US dollars for the exchange rate on the day of issuance) on the trading day prior to the TSXV's approval of the issuance minus a discount of 10%. By reference to the last closing price of the common shares on the TSXV on closing date of September 30, 2021 being CAD$0.285/share , the deemed price set for the issuance, should the issuance be approved by the exchange, is 10% discounted closing price of CAD$0.2565/share. At the current exchange rate of $1.2741 CAD to $1 USD per Bank of Canada's daily reported rate, the deemed price per share in USD is currently $0.2013/share amounting to approximately 89,144 shares to be issued, subject to adjustment with respect of accrued interest and exchange rate determination on the date of issuance. By way of reference to the current closing price of the shares, the exercise of the proposed warrants would be CAD $0.3135/share. Exchange rates are and will be calculated with reference to the Bank of Canada's rate. There will be no holds on the securities issued to Nox. The deemed price per share to be issued to Nox shall be the price in such mentioned formula. For administrative ease, Nox may request that any securities be issued to its designated account holder on its behalf. Nox is not a party to any escrow, voting or pooling arrangement. Should the Company receive TSXV approval for the issuance, it will announce TSXV's approval of the share payment and the issuance of the shares to Nox in a subsequent press release and will provide details confirming the deemed price and the number of shares being issued. The Company and its US subsidiary continue to have an active engagement with Nox. The Company thanks Nox and lead counsel Arash Farahmand for their services. About Claritas Pharmaceuticals Inc. Claritas Pharmaceuticals, Inc. is a clinical stage biopharmaceutical company focused on developing and commercializing therapies for patients with significant unmet medical needs. Claritas focuses on areas of unmet medical need, and leverages its expertise to find solutions that will improve health outcomes and dramatically improve people's lives. We seek Safe Harbor. 2021 Canjex Publishing Ltd. All rights reserved.