/THIS NEWS RELEASE IS INTENDED FOR
DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR
DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES NOR FOR
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OAKVILLE, ON, May 13, 2020 /CNW/ - Cardiol Therapeutics
Inc. (TSX: CRDL; OTCQX: CRTPF)
("Cardiol" or the "Company"), a leader in the
production of pharmaceutical cannabidiol (CBD) and the development
of innovative cannabidiol products for heart diseases, is pleased
to announce that it has entered into an agreement with Canaccord
Genuity Corp. (the "Lead Underwriter") pursuant to which the Lead
Underwriter has agreed, on behalf of a syndicate of underwriters
(collectively, the "Underwriters"), to purchase, on a bought deal
basis pursuant to the filing of a short form prospectus, an
aggregate of 4,500,000 units (the "Units") at a price
of $2.50 per Unit (the "Offering Price") for aggregate
gross proceeds to the Company of $11,250,000 (the "Offering").
Each Unit shall consist of one Class A Common share (each a
"Unit Share") and one-half of one common share purchase warrant of
the Company (each whole warrant, a "Warrant"). Each Warrant shall
be exercisable to acquire one Class A common share of the Company
(a "Warrant Share") at an exercise price of $3.25 per
Warrant Share for a period of 24 months from closing of the
Offering, subject to a Warrant acceleration right exercisable by
the Company if the daily volume weighted average trading price of
the Company's Class A Common shares (the "Common Shares") on the
Toronto Stock Exchange (the "TSX") is greater than $4.50 per Common Share for the preceding 10
consecutive trading days.
The Company has granted the Underwriters an option (the
"Over-Allotment Option") to purchase up to an additional 675,000
Units (the "Additional Units" and collectively with the Units, the
"Offered Units") at the Offering Price, exercisable at any time,
for a period of 30 days after and including the Closing Date, which
would result in additional proceeds of $1,687,500. The
Over-Allotment Option is exercisable to acquire Additional Units,
Unit Shares, and/or Warrants (or any combination thereof) at the
discretion of the Lead Underwriter.
The Underwriters are to be paid a cash commission equal to 6% of
the gross proceeds of the Offering other than in connection with a
president's list of investors (the "President's List Investors"),
in which case the cash commission shall be 3% of the proceeds
raised from President's List Investors, and to receive Unit
purchase warrants of the Company (the "Underwriters' Warrants")
equal to 6% of the number of Units sold under the Offering (other
than in connection with President's List Investors, in which case
the number of Underwriters' Warrants shall be 3% of the number of
Units sold to President's List Investors), with each Underwriters'
Warrant being exercisable to acquire one Unit at the Offering Price
for a period of 24 months from the closing of the Offering.
The Offered Units will be offered by way of a short form
prospectus to be filed in all provinces
of Canada except Quebec. The Offering is expected to
close on June 4, 2020, and is subject to certain
conditions including, but not limited to, the receipt of all
necessary regulatory and stock exchange approvals, including the
approval of the TSX and the applicable securities regulatory
authorities. The Company will use best efforts to obtain the
necessary approvals to list the Common Shares and the Warrant
Shares on the TSX.
Cardiol intends to use the proceeds of the Offering to support
the commercialization of its pharmaceutical cannabidiol products,
its ongoing research and clinical development programs focused on
heart failure, additional product development, and for general
corporate purposes.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of the securities in
the United States. The securities
have not been and will not be registered under the U.S. Securities
Act of 1933 (the "U.S. Securities Act") or any state
securities laws and may not be offered or sold within the United States or to U.S. Persons (as
defined in Regulation S under the U.S. Securities Act) unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
About Cardiol Therapeutics
Cardiol Therapeutics Inc. (TSX: CRDL; OTCQX: CRTPF) is focused
on producing pharmaceutical cannabidiol (CBD) products and
developing innovative therapies for heart diseases, including acute
myocarditis and other causes of heart failure. The Company's lead
product, CardiolRx™, is formulated to be the most consistent
cannabidiol formulation on the market. CardiolRx is
pharmaceutically produced, manufactured under cGMP, and is THC free
(<5 ppm). The Company also plans to commercialize CardiolRx in
the billion-dollar market for medicinal cannabinoids in
Canada and is pursuing
distribution opportunities in Europe and Latin
America.
In heart failure, Cardiol is planning an international clinical
study of CardiolRx in acute myocarditis, a condition caused by
inflammation in heart tissue, which remains the most common cause
of sudden cardiac death in people less than 35 years of age. The
Company is also developing proprietary nanotechnology to uniquely
deliver pharmaceutical cannabidiol and other anti-inflammatory
drugs directly to sites of inflammation in the heart associated
with heart failure. Heart failure is the leading cause of death and
hospitalization in North America
with associated annual healthcare costs in the U.S. alone exceeding
$30 billion. For further information
about Cardiol Therapeutics, please visit cardiolrx.com.
Cautionary statement regarding forward-looking
information:
This news release contains "forward-looking information"
within the meaning of applicable Canadian securities laws. All
statements, other than statements of historical fact, that address
activities, events, or developments that Cardiol Therapeutics Inc.
("Cardiol") believes, expects, or anticipates will, may, could or
might occur in the future are "forward- looking information".
Forward-looking information is frequently identified by the use of
words such as "plans", "expects", "projects", "intends",
"believes", "anticipates", "forecasts", and other similar
words and phrases, including variations (and negative variations)
of such words and phrases, or may be identified by statements to
the effect that certain actions, events or conditions "may",
"could", "should", "would", or "will" be taken, occur or be
achieved. Forward-looking information contained herein may include,
but is not limited to, statements with respect to: the anticipated
closing date for the Offering; the future performance or the
intended business strategy of Cardiol, including, but not limited
to, the plan to commercialize CardiolRx and the planning of an
international clinical study of CardiolRx in acute myocarditis; the
potential for Cardiol's licensed drug encapsulation and delivery
technologies to enhance the bioavailability of pharmaceuticals;
management's expectations regarding estimated future pharmaceutical
research and development opportunities, collaborations and
prospects; the success and proposed timing of Cardiol's product
development activities; the ability of Cardiol to develop its
product candidates; Cardiol's plans to research, discover, evaluate
and develop additional products; Cardiol's proposed future
collaborations to advance Cardiol's lead nanoformulations into
clinical development; and the potential for Cardiol's
cannabinoid-based products to provide sources of future revenue.
Forward-looking information contained herein reflects the current
expectations or beliefs of Cardiol based on information currently
available to it and is subject to a variety of known and unknown
risks and uncertainties and other factors that could cause the
actual events or results to differ materially from any future
results, performance or achievements expressed or implied by the
forward-looking information. These risks and uncertainties and
other factors include that the success of Cardiol's product
candidates will require significant capital resources and years of
clinical development efforts; the results of clinical testing and
trial activities of Cardiol's products; Cardiol's ability to obtain
regulatory approval and market acceptance of its products;
Cardiol's ability to raise capital and the availability of future
financing; Cardiol's lack of operating history; unforeseeable
deficiencies in the development of Cardiol's product candidates;
uncertainties relating to the availability and costs of financing
needed in the future for Cardiol's research and development
initiatives; Cardiol's ability to manage its research, development,
growth and operating expenses; the potential failure of clinical
trials to demonstrate acceptable levels of safety and efficacy of
Cardiol's product candidates; Cardiol's ability to retain key
management and other personnel; risks related to fluctuations in
medicinal cannabinoid markets in Canada and worldwide; uncertainties regarding
Cardiol's ongoing collaborative and manufacturing partnerships;
uncertainties regarding results of researching and developing
products for human use; Cardiol competes in a highly competitive
and evolving industry; Cardiol's ability to obtain and maintain
current and future intellectual property protection; and other
risks and uncertainties and factors. These risks, uncertainties and
other factors should be considered carefully, and investors should
not place undue reliance on the forward-looking information. Any
forward-looking information speaks only as of the date on which it
is made and, except as may be required by applicable securities
laws, Cardiol disclaims any intent or obligation to update or
revise such forward-looking information, whether as a result of new
information, future events or results or otherwise. Although
Cardiol believes that the expectations reflected in the
forward-looking information are reasonable, they do involve certain
assumptions, risks, and uncertainties and are not (and should not
be considered to be) guarantees of future performance. It is
important that each person reviewing this news release understands
the significant risks attendant to the operations of
Cardiol.
SOURCE Cardiol Therapeutics Inc.