PharmaCielo Announces the Issuance of Interest Shares
Rhea-AI Summary
PharmaCielo (OTC: PCLOF) will issue 12,153,937 common shares at an effective price of $0.08 per share to satisfy $972,317.12 of semi-annual interest on its 11% secured debentures. The issuance follows TSXV approval and is subject to any remaining four-month statutory hold.
The shares issued to L5 Capital, Marc Lustig, William Petron and Ian Atacan are a related party transaction; the company is relying on MI 61-101 exemptions because the transaction value does not exceed 25% of market capitalization. The company also announced its AGM on April 2, 2026 at 11:00 a.m. ET.
Positive
- Preserves $972,317.12 in cash by settling interest via shares
- Uses TSXV-approved share issuance process to meet obligations
Negative
- Issuance of 12,153,937 shares may dilute existing shareholders
- Related party recipients include named insiders, raising governance scrutiny
- Transaction relies on MI 61-101 exemptions rather than minority approval
News Market Reaction – PCLOF
In the Mar 17 session, PCLOF declined 14.73%, reflecting a significant negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
AI-generated analysis. How Rhea-AI works. Not financial advice.
All figures in Canadian dollars ($) unless otherwise specified
Toronto, Ontario and Rionegro, Colombia--(Newsfile Corp. - March 17, 2026) - PharmaCielo Ltd. (TSXV: PCLO) (OTC Pink: PCLOF) ("PharmaCielo" or the "Company"), the Canadian parent of Colombia's premier cultivator and producer of dried flower and medicinal-grade cannabis extracts, PharmaCielo Colombia Holdings S.A.S., today announced that, as approved by the TSX Venture Exchange (the "TSXV"), it is issuing 12,153,937 common shares of PharmaCielo ("Interest Shares"), at an effective price of
The effective price of the Interest Shares was determined by dividing the cash interest otherwise payable by the number of shares issuable under each Debenture, in accordance with the terms of the Debentures and TSXV Policy 4.3, section 3.3. The Interest Shares are subject to the balance, if any, of the 4-month statutory hold period.
The issuance of Interest Shares to L5 Capital Inc., Marc Lustig, William Petron and Ian Atacan constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the transaction does not exceed
Annual General and Special Meeting
The Company's next Annual General Meeting ("AGM") will be held on April 2, 2026, at 11:00 a.m. Eastern Time at 82 Richmond Street East, Toronto, Ontario, M5C 1P1. Shareholders will be asked to elect directors, appoint auditors, and consider other customary business. Shareholders may also participate in the meeting online or by dialing in at the below dial-in number approximately 5 to 10 minutes prior to the scheduled start time.
| Date and Time: | Thursday, April 2, 2026, at 11:00 a.m. (Toronto time) |
| On-line Meeting Link: | https://zoom.us/j/96949238343 |
| Dial-in Numbers: | +1 689 278 1000,,96949238343# |
| +1 719 359 4580,,96949238343# from Canada or the US | |
| Meeting ID: | 969 4923 8343 |
| Passcode: | 527692# |
About PharmaCielo
PharmaCielo Ltd. (TSXV: PCLO) (OTC Pink: PCLOF) is a global company, headquartered in Canada, with a focus on ethical and sustainable cultivating, processing and supply of all natural, pharmaceutical-grade medicinal and commercial dried cannabis flower and cannabis products to large channel distributors. PharmaCielo's principal (and wholly owned) subsidiary is PharmaCielo Colombia Holdings S.A.S., headquartered at its cultivation and processing center located in Rionegro, Colombia.
For further information
Ian Atacan, Chief Financial Officer
i.atacan@pharmacielo.com
Media and Investor Inquiries:
investors@pharmacielo.com
Forward-Looking Statements
This news release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as "expects", "is expected", "intends", "anticipates", "believes", or variations of such words and phrases or state that certain actions, events or results "may" or "will" be taken, occur or be completed or achieved.
Forward-looking statements can be affected by known and unknown risks, uncertainties and other factors, including changes to PharmaCielo's development plans, the failure to obtain and maintain all necessary regulatory approvals relating to the export of cannabinoid products and the import of these products into other countries, TSX Venture Exchange approval, the inability to export or distribute commercial products through sales channels as anticipated due to economic or operational circumstances, risks associated with operating in Colombia, fluctuation of the market price for the Company's products, risks associated with global economic and political instability or other developments, risks related to retention of key Company personnel, currency exchange risk, competition in PharmaCielo's market and other risks discussed or referred to under the heading "Risk Factors" in PharmaCielo's Annual Information Form for the financial year ended December 31, 2019, which is available at www.sedarplus.ca. Accordingly, readers should not place undue reliance on forward-looking statements. Except as required by law, PharmaCielo undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/288764