/NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, July 20, 2017 /CNW/ - ProMIS Neurosciences Inc. ("ProMIS" or the "Company") (TSX:PMN; OTCPK:ARFX.F; DB:23J) today announced that it has entered into an agreement with Mackie Research Capital Corporation (the "Agent") pursuant to which the Company will offer, on a private placement basis, up to 12,000,000 units (the "Units") at a price of $0.25 per Unit (the "Offering Price") for proceeds of up to $3,000,000 (the "Offering"). Noble Capital Markets, Inc. ("Noble") has been engaged to act as the exclusive placement agent for subscribers residing in the United States.
Each Unit will consist of one common share of the Company (each a "Share") and one-half of one share purchase warrant of the Company (each whole share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Share at an exercise price of $ 0.30 at any time up to 36 months following the Closing Date (as defined below). The expiry date of the Warrants is subject to acceleration such that if following the four month anniversary of the Closing Date, the volume weighted average trading price of the Shares on the Toronto Stock Exchange exceeds $0.90 for ten consecutive trading days, at which time the Company may accelerate the expiry date of the Warrants by issuing a press release announcing the reduced warrant term whereupon the Warrants will expire on the 30th calendar day after the date of such press release.
The Company has granted the Agent an option to offer up to that number of additional Units as is equal to 15% of the number of Units to be sold in the Offering, on the same terms and conditions as the Offering, increasing the size of the Offering up to a maximum of 13,800,000 Units and up to a maximum gross proceeds of $3,450,000.
Net proceeds from the Offering are intended to be used for working capital and general corporate purposes.
On closing of the Offering, the Company will pay to the Agent a cash commission (the "Agent's Fee") equal to 7% of the gross proceeds of the Offering placed by the Agent, in cash, and will issue such number of broker warrants (the "Broker Warrants") as is equal to 7% of the number of Units placed by the Agent. Each Broker Warrant is exercisable to acquire one Share at the Offering Price for a period of 36 months from the Closing Date. For all Units purchased by US investors, Noble will be entitled to 7% Agent's Fee and 7% Broker Warrants.
Closing of the Offering, which is subject to customary conditions, including TSX approval, is expected to occur on or about August 3, 2017 (the "Closing Date"). The Offering will be offered to qualified investors in the provinces of Alberta, British Columbia and Ontario, and otherwise in those jurisdictions where the Offering can lawfully be made including the United States under applicable private placement exemptions.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities issued, or to be issued, under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
About ProMIS Neurosciences Inc.
ProMIS Neurosciences is a TSX listed biotech company (trading symbol: PMN.TO), headquartered in Toronto, Ontario with offices in Cambridge, Massachusetts. The Company's mission is to discover and develop precision medicine therapeutics for effective treatment of neurodegenerative diseases, in particular Alzheimer's disease and ALS. ProMIS Neurosciences' proprietary target discovery engine is based on the use of two, complementary techniques. The Company applies its thermodynamic, computational discovery platform—ProMIS™ and Collective Coordinates — to predict novel targets known as Disease Specific Epitopes (DSEs) on the molecular surface of misfolded proteins. Using this unique "precision medicine" approach, ProMIS Neurosciences is developing novel antibody therapeutics and specific companion diagnostics for Alzheimer's disease and ALS. The company has also developed two proprietary technologies to specifically identify very low levels of misfolded proteins in a biological sample. In addition, ProMIS Neurosciences owns a portfolio of therapeutic and diagnostic patents relating to misfolded SOD1 in ALS, and currently has a preclinical monoclonal antibody therapeutic against this target.
The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. This information release contains certain forward-looking information, including about the timing and completion of the Offering, the receipt of TSX approval and the expected use of proceeds from the Offering. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by statements herein, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on the Company's current beliefs as well as assumptions made by and information currently available to it as well as other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE ProMIS Neurosciences Inc.
For further information: For media inquiries, please contact: Scott Santiamo, RussoPartners/LLC, Scott.Santiamo@russopartnersllc.com, Tel.718 344-5843; David Schull, RussoPartners/LLC, David.Schull@russopartnersllc.com, Tel. 858 717-2310; Dr. Elliot Goldstein, President and Chief Executive Officer, ProMIS Neurosciences Inc., Tel. 415 341-5783, Elliot.firstname.lastname@example.org