/ NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES /
KELOWNA, BC, May 13, 2020 /CNW/ - Panorama Capital Corp.
(TSX.V: PANO.P) (the "Company" or "Panorama"), a
capital pool company ("CPC"), is pleased to announce it has
entered into a non-binding letter of intent dated May 12, 2020 (the "LOI") to enter into an
arm's length business combination transaction (the "Proposed
Transaction") with Avisa Pharma Inc. ("Avisa").
Established in 2010, Avisa is a private medical device company
with its head office in Santa Fe, New
Mexico and incorporated under the laws of the State of Delaware. Avisa has developed a
quantitative, point-of-care diagnostic breath test known as the
Avisa BreathTest ("ABT") for rapidly detecting bacterial
pneumonia and pulmonary infections in approximately 10
minutes. The ABT has the potential to be a more accessible,
faster and cost-effective detection method than presently used in
the healthcare sector. The ABT is a validated clinical stage test
with existing technology. Avisa currently has an intellectual
property portfolio of 11 patents issued and registered and 3
patents pending. Avisa has raised approximately US$16 million to date.
Upon completion of the Proposed Transaction, the combined entity
(the "Resulting Issuer") will be a, healthcare and medical
device company, which will leverage the proprietary ABT
platform, listed on the TSX Venture Exchange (the
"Exchange").
In connection with the Proposed Transaction, Avisa has entered
into an engagement letter with Haywood Securities Inc. (the
"Agent") pursuant to which the Agent has agreed to act as
lead agent in connection with a concurrent financing (the
"Concurrent Financing") for gross proceeds of approximately
CDN$7,000,000. The Concurrent
Financing will be undertaken as a "commercially reasonable efforts"
brokered private placement of up to 10,937,500 subscription
receipts of Avisa (the "Subscription Receipts") at a price
of CDN$0.64 (US$0.46) per Subscription Receipt (the "Issue
Price").
In addition to proceeds from the Concurrent Financing, Avisa has
also entered into a share subscription facility agreement with GEM
Yield Bahamas Ltd. and GEM Global Yield LLC SCS ("GEM
Global"), a New York-based
US$3.4bn private equity firm, dated
January 23, 2020 (the "GEM
Agreement"). The GEM Agreement establishes a
CDN$52 million share subscription
facility which is expected to be available, subject to the
satisfaction of the conditions set forth in the GEM Agreement, to
Avisa and the Resulting Issuer. The terms of the GEM Agreement are
subject to Exchange approval in connection with the Proposed
Transaction. Concurrent with the closing of the Proposed
Transaction, the Resulting Issuer will issue, subject to Exchange
approval, warrants to GEM Global to purchase up to 9.9% of the
issued and outstanding common shares in the capital of the
Resulting Issuer (the "Resulting Issuer Shares"), on a fully
diluted basis.
Panorama intends that the Proposed Transaction will constitute
its Qualifying Transaction, as such term is defined under Policy
2.4 of the Exchange and will be listed as a Tier 2 technology
issuer on the Exchange. Upon completion of the Proposed
Transaction, the Company expects that the Resulting Issuer will be
named "Avisa Holdings Inc." or such other name as acceptable to
Avisa and will continue to carry on the business of Avisa as
currently constituted.
Summary of the Qualifying Transaction
The LOI contemplates Panorama and Avisa undertaking an arm's
length business combination transaction, currently proposed to be
completed by way of a statutory merger under the Delaware General Corporation Law. Following
completion of the Proposed Transaction, the current security
holders of Avisa would own a majority of the issued and outstanding
Resulting Issuer Shares and Avisa Pharma Inc. will become a
wholly-owned subsidiary of the Resulting Issuer.
In connection with the Proposed Transaction, it is anticipated
that Panorama will consolidate its common shares (the "Panorama
Shares") on the basis of 1 (new) Panorama Share for every 3
(old) Panorama Shares (the "Consolidation"). It is
also anticipated that Avisa will split its common shares (the
"Avisa Shares") on the basis of 1.75 (new) Avisa Shares for
every 1 (old) Avisa Shares (the "Split").
Upon completion of the Proposed Transaction, and assuming the
Concurrent Financing is fully subscribed and that the Agent's
Option (as defined below) is not exercised, holders of Panorama
Shares are anticipated to hold, in the aggregate, 2,933,333
Resulting Issuer Shares representing approximately 4.8% of the
outstanding Resulting Issuer Shares (3.9% on a fully diluted
basis). Former security holders of Avisa are expected to hold, in
the aggregate, 46,865,040 Resulting Issuer Shares, representing
approximately 77.2% of the outstanding Resulting Issuer Shares
(62.8% on a fully diluted basis). Investors under the
Concurrent Financing will hold, in the aggregate, 10,937,500
Resulting Issuer Shares, representing approximately 18.0% of the
outstanding Resulting Issuer Shares (14.6% on a fully diluted
basis).
Concurrent Private Placement Financing
Avisa has engaged the Agent to act as lead agent in connection
with a Concurrent Financing for gross proceeds of approximately
CDN$7,000,000. The Concurrent
Financing will be undertaken as a "commercially reasonable efforts"
brokered private placement of up to 10,937,500 Subscription
Receipts at the Issue Price. In addition, Avisa has granted
the Agent an option (the "Agent's Option") to purchase up to
an additional 15% of Subscription Receipts sold pursuant to the
Concurrent Financing.
Each Subscription Receipt shall entitle the holder thereof to
receive, without payment of any additional consideration and
subject to adjustment, one Avisa Share in accordance with the terms
of the subscription receipt agreement which will govern the
Subscription Receipts (the "Subscription Receipt
Agreement"), including the satisfaction or waiver of the escrow
release conditions which will be described in the Subscription
Receipt Agreement (the "Escrow Release Conditions"). Upon
the closing of the Proposed Transaction, the Avisa Shares issued
pursuant to the Subscription Receipts will be automatically
exchanged for one Resulting Issuer Share pursuant to the Proposed
Transaction.
The gross proceeds of the Concurrent Financing less: (i) 50% of
the Cash Fee (as defined below) and (ii) the expenses of the Agent
incurred in connection with the Concurrent Financing will be
deposited in escrow at closing pending the satisfaction of the
Escrow Release Conditions. If (i) the Escrow Release
Conditions are not satisfied on or before the escrow release
deadline to be stipulated in the Subscription Receipt Agreement, or
(ii) prior to such escrow release deadline, Panorama and/or Avisa
advises the Agent or announces to the public that it does not
intend to satisfy the Escrow Release Conditions, the escrowed funds
shall be returned to the holders of the Subscription Receipts in
accordance with the terms of the Subscription Receipt
Agreement.
The Agent will be paid a cash commission equal to 8% of the
proceeds raised under the Concurrent Financing (the "Cash
Fee") and be issued such number of share purchase warrants (the
"Agent's Warrants") as is equal to 8% of the Subscription
Receipts sold under the Concurrent Financing. Each Agent's
Warrant will entitle the holder to acquire a Resulting Issuer Share
at the Issue Price for a period of twenty-four months following the
date of issuance.
The Concurrent Financing is currently anticipated to close in
June 2020.
Each of Panorama and Avisa will bear their own costs in respect
of the Proposed Transaction.
Conditions to Closing
The completion of the Proposed Transaction is subject to the
satisfaction of various conditions that are customary for a
transaction of this nature, including but not limited to (i)
execution of a definitive agreement (the "Definitive
Agreement") on or prior to May 30,
2020; (ii) the completion of the Concurrent Financing; (iii)
the approval by the directors and shareholders (if required)
of Panorama and Avisa, (iv) receipt of all requisite regulatory,
stock exchange, or governmental authorizations and consents,
including the Exchange; and (v) the completion of satisfactory due
diligence by each of the parties. There can be no assurance that
the Proposed Transaction will be completed on the terms proposed
above or at all.
Subject to satisfaction or waiver of the conditions precedent
referred to herein and in the Definitive Agreement, Panorama and
Avisa anticipate the Proposed Transaction will be completed on or
before September 30, 2020.
As part of the LOI, Avisa and Panorama have agreed not to
solicit or negotiate with any other entities in regard to a
transaction similar to the Proposed Transaction. In addition,
the LOI contemplates that the directors and officers of Panorama
and the directors, officers and material shareholders of Avisa
would enter into support agreements whereby they will agree to vote
their Panorama Shares or Avisa Shares, as applicable, in favour of
the Proposed Transaction and matters ancillary thereto at any
meeting of the Panorama Shareholders (as defined below) or Avisa
shareholders called for such purpose.
Sponsorship of the Qualifying Transaction
Sponsorship of a "Qualifying Transaction" of a CPC is required
by the Exchange unless exempt therefrom in accordance with the
Exchange's policies. Given the size and nature of the
Proposed Transaction, including the amount of the Concurrent
Financing, Panorama intends to apply for an exemption from the
sponsorship requirements pursuant to the policies of the Exchange.
If the exemption is not granted by the Exchange, then Panorama
would be required to engage a sponsor.
Trading Halt
At the Company's request, trading in Panorama's Shares has been
halted by the Exchange. Trading is expected to remain halted until,
at the earliest, the completion of the Proposed Transaction.
The Resulting Issuer
Assuming the Concurrent Financing is fully subscribed, it is
estimated that there will be approximately 60,735,874 Resulting
Issuer Shares issued and outstanding immediately following closing
of the Proposed Transaction (74,681,099 Resulting Issuer Shares on
a fully-diluted basis), with existing Panorama Shareholders holding
approximately 4.8% Resulting Issuer Shares (3.9% on a fully-diluted
basis), former Avisa Shareholders holding approximately 77.2%
Resulting Issuer Shares (62.8% on a fully-diluted basis) and
subscribers under the Concurrent Financing holding approximately
18.0% Resulting Issuer Shares (14.6% on a fully-diluted
basis).
Upon completion of the Proposed Transaction, in is anticipated
that all of the existing directors and officers of Panorama, other
than Michael Thomson, will resign
and the management and Board of Directors of the Resulting Issuer
will include the persons identified below:
David S. Joseph –
President, CEO, Co-Founder and Director – Santa Fe, NM
Mr. Joseph is a Co-Founder of Avisa and has 40 years of
healthcare and life science management experience. Mr. Joseph
has been the co-founder and CEO of five companies (including Avisa)
in medical technology, biomaterials and biopharmaceuticals. Mr.
Joseph served as Chairman and CEO of Othera Pharmaceuticals
(2003-2010) and co-founder of Orthovita Inc, a company where he
also served as President and CEO (1999-2002). Stryker Corporation
(NYSE:SYK) acquired Orthovita in 2012 for US$350 million. Prior to Orthovita, Mr.
Joseph co-founded two medical device companies: Surgical Laser
Technologies, Inc., which went public in 1989 and was acquired in
1992 by Photo Medix, and SITE Microsurgical Systems, which was
acquired by Johnson & Johnson Corporation (NYSE:JNJ) in 1983.
He also has over 15 years of executive healthcare management
experience. Mr. Joseph received the Greater Philadelphia Venture
Group's Raymond Rafferty Entrepreneurial Excellence Award in
May 2005 for having founded four
successful venture-backed companies and for his influence on the
ophthalmic and medical technology industries.
Mr. Joseph's past and present board appointments include two
successful acquisitions: Animas Corporation, a diabetes insulin
pump technology acquired by Johnson & Johnson for approximately
US$515 million in 2006; and Morphotek
Inc., a privately held biotechnology company acquired by Eisai
Pharmaceuticals for approximately US$325
million in 2007. Mr. Joseph is currently a director of
Allevi Inc, a 3D Bioprinting company. Past directorships include:
Aspire Bariatics Inc., an obesity technology company; Seamless
Medical Systems, a patient engagement and media company; HTH
Worldwide, a privately held internet travel health insurance and
information company; TLC Vision, a leader in Lasik surgery centers;
Managed Healthcare Services, Inc.; The Jackson Laboratory Board of
Governing Trustees; and King's College Board of Directors.
Mr. Joseph holds an MBA in Healthcare Administration degree from
Xavier University.
Matt Culler – Vice
President, Finance – San Diego,
CA
Prior to joining Avisa, Mr. Culler was Vice President, Finance
& Operations at xF Technologies, a venture-backed renewable
chemistry start-up. Before his work at xF Technologies, Mr. Culler
was a Principal at Sun Mountain Capital, one of the largest venture
capital firms headquartered in the Southwest United States. Prior to Sun Mountain
Capital, Mr. Culler participated in financings totaling over
$2 billion as a Senior Analyst in the
Private Equity Placements Group of Bank of America's investment
banking business in New York City.
Matt has a BBA in Finance with honors from the University of Texas at Austin.
Dr. Graham Timmins – Chief
Science Advisor – Albuquerque,
NM
Dr. Timmins is the Chief Science Officer and Founder of
SpinCeutica. Dr. Timmins is an Associate Professor of Medicinal
Chemistry, College of Pharmacy, at the University of New Mexico. Dr. Timmins is the
co-inventor of the Company's patent portfolio. He received his
Doctorate from the University of Leeds,
UK in 1990 in drug design and did his post-doctoral work in
free radical chemistry from 1991 to 1997 at the University of
York, UK. Dr. Timmins was a
Research Assistant Professor at the Dartmouth Medical School in
New Hampshire from 1997 to 1999
and also served two years, 1999 to 2001 in the Medical Microbiology
Department at the Medical School at the University of Cardiff, UK. He joined the faculty of the
University of New Mexico in 2001. He
has authored or co-authored over 50 publications, been awarded five
patents with many pending, and is a recipient of several federal
grants during his current tenure at the University of New Mexico.
David Karshmer – Senior
Vice President, Product Development – Santa Fe, NM
Mr. Karshmer is a biomedical engineer and designer with over
twenty years of experience in the development of innovative
products and services for the healthcare markets. He has worked on
products ranging from pediatric infusion pumps to bioreactors for
cell line growth. Mr. Karshmer brings a deep interest in
user-centered design and innovative technology to his work. He
founded the IDEO Healthcare practice and has developed medical
devices, products, and services for leading diversified healthcare
companies including Advanced Cardiovascular Systems, Medtronic,
Therox, Advanced Tissue Sciences, 3M
Healthcare, Inhale, Eli Lilly, IVAC, Abbott Laboratories, Baxter
Healthcare, Heartstream, Pfizer, Nellcor, Cerus and GlaxoWellcome.
His work has produced numerous patents and design awards in fields
ranging from insulin delivery to integrated cardiovascular health
management. Mr. Karshmer holds degrees from University College
London, and the University of California at
San Diego.
Dr. Lisa Danzig, MD - Director – San Francisco Bay Area, CA
Dr. Danzig is a Co-founder and Managing Partner of Amicitiam
Partners. Dr. Danzig served as Chief Medical Officer of
PaxVax, a company focused on specialty vaccines against existing
and emerging infectious diseases. Dr. Danzig joined PaxVax in
early 2015 as a Special Advisor for Clinical and Medical Affairs,
following 18 years with Novartis Vaccines and Diagnostics, most
recently as Global Head of Medical & Scientific Affairs,
Diagnostics (acquired by Grifols).
Dr. Danzig is an expert in vaccines. She has contributed
to the development of meningococcal vaccines (Menjugate®, Menveo®
and Bexsero®) and has worked in Siena, Italy,
Cambridge, MA and
Hangzhou, China.
During her two years as an
Epidemic Intelligence Officer with the
United States Centers for Disease Control and Prevention,
she investigated outbreaks of
healthcare associated infections and
taught epidemiology in Cote d'Ivoire to
district health officers in West Africa.
Dr. Danzig received her medical degree from
Oregon Health Sciences University and completed residency and
fellowship training in Internal Medicine and Infectious Diseases in
San Francisco. She is an independent director at OrSense, and
serves on the boards of the Sustainable Sciences Institute and the
Karuna Foundation and is an advisor to the Lemelson Foundation,
Kernal and Pocket Patient MD.
Brian Birk – Director –
Santa Fe, NM
Mr. Birk is currently Managing Partner at Sun Mountain Capital
and has over 20 years of experience as an operating executive and
investor. Mr. Birk co-founded Sun Mountain Capital in 2006, a
private equity firm focused on the Southwest and Rocky Mountain regions in the USA. Since that time Sun Mountain has grown to be one of the largest
private equity firms in the region, and currently manages direct
investment funds and fund of funds vehicles. Prior to forming Sun
Mountain Capital, Mr. Birk was a Vice President and Director of
Private Equity at Fort Washington Capital Partners where he helped
the firm establish and manage a number of private equity direct
investment funds, secondary investment funds, and fund of funds
programs. Mr. Birk also has previous experience at Boston
Consulting Group, General Electric and GE Capital. Mr. Birk has a
Master of Business Administration degree from the Kellogg School of
Management at Northwestern
University.
William Miller –
Director – Santa Fe,
NM
Mr. Miller is President of Miller Strategic Consulting, LLC, a
consulting practice that invests in and actively participates in
the management and development of start-up companies. He has
co-founded some fifteen start-up companies, including Technicare
Corporation where he served as Executive VP, CFO and Board Member,
as well as Hitatchi Medical Systems of America where he was both on
the Board of Directors and the Executive Steering Committee. He is
currently a member of the board of InLight Solutions and Lumidigm
Inc. in addition to SITE Santa Fe, Wasatch New Mexico Fund, Avalon
Trust Company and the Santa Fe Art Institute. Mr. Miller received a
BA in Philosophy from Ohio Wesleyan
University and an MBA in Finance from the Booth School of
Business at the University of Chicago,
where he also serves on the school's Entrepreneurial Advisory
Board.
J. Chuck Morrison –
Director – Boston,
MA
Mr. Morrison is a Global Business Development Executive with a
successful track record negotiating and executing acquisitions,
licensing deals, partnerships, and distribution deals. Mr. Morrison
has 40 years of experience in Life Science, Biotechnology and
Diagnostics, including 20 years of Corporate Business Development
and 20 years of Operations Management. While at PerkinElmer Chuck
managed numerous acquisitions and technology deals which drove the
strategic growth of PerkinElmer's Life Science and Diagnostic
businesses. As a senior member of the Diagnostic leadership team,
that business grew from $70M to
$400M in 7 years. Mr. Morrison has
continued his career as an independent consultant, providing
business development and management experience to small biotech
companies. Mr. Morrison is also a Board member for GenePOC Inc., a
privately owned company (part of the Debiopharm Group), that has
developed a molecular diagnostic platform. Board duties include
being active member of the Strategic Committee and the Audit
Committee. Mr. Morrison has an MBA in Finance and Marketing
from Boston University and a BA degree
in Chemistry from the College of the Holy
Cross in Worcester, MA,
USA.
Thomas Morse – Director
– Philadelphia,
PA
Mr. Morse is a Managing Partner of Liberty Venture Partners,
which he founded in 1996 following several years as a partner at
Philadelphia Ventures. He brings a proven track record of
successfully managing the growth of early stage medical technology
and healthcare IT companies. Mr. Morse has acted as a director of
numerous portfolio companies, including Animas, Nellcor, Acoustic Imaging Technologies
Corporation, Ultracision, Coalescent Surgical, Adhezion BioMedical,
Xanitos, and MEDecision. He received his BS in Mechanical
Engineering from the United States Naval
Academy and then served as a nuclear submarine officer
before earning an MBA in finance from the Wharton School at the
University of Pennsylvania. Mr. Morse
is a CFA charterholder.
Michael G. Thomson –
Director – Ottawa, ON
Mr. Thomson has nearly 40 years of experience in the securities
industry, as a lawyer, regulator, investment banker, Vice President
with two securities dealers and an entrepreneur. Mr. Thomson has
been the President and principal of Independent Capital Partners
Inc., a corporate finance consulting and advisory company, since
May 1998. Mr. Thomson has been the
founder or co-founder of a number of capital pool companies that
have completed arm's length business combinations and Qualifying
Transactions with various private companies. Mr. Thomson is
currently a director of Panorama Capital Corp. (TSXV: PANO.P), good
natured Products Inc. (TSXV: GDNP), VR Resources Ltd. (TSXV: VRR)
and GR Silver Mining Ltd. (TSXV: GRSL). Mr. Thomson obtained a
Bachelor of Law degree from the University of
Ottawa in 1983.
New Incentive Stock Option Plan
Following completion of the Transaction, the Resulting Issuer is
expected to implement a new incentive stock option plan, the terms
and conditions of which will be implemented and determined by the
board of directors of the Resulting Issuer.
General
Other than adjustments required to reflect the Consolidation,
none of the terms of any outstanding securities of Panorama would
be amended and the Resulting Issuer will honour all of Panorama's
existing obligations to issue securities, including, without
limitation, the share purchase warrants issued in connection with
Panorama's initial public offering and all outstanding stock
options. In addition, Avisa share purchase warrants and
incentive stock options outstanding immediately prior to the
completion of the Proposed Transaction are expected to be adjusted
for the Split and converted into similar securities of the
Resulting Issuer.
The approval of the holders of Panorama Shares (the "Panorama
Shareholders") is not anticipated to be required to approve the
Proposed Transaction. However, in connection with the
Proposed Transaction, Panorama does anticipate seeking shareholder
approval to, among other things, amend its notice of articles and
articles to amend the special rights and restrictions applicable to
the Panorama Shares and to create a new class of restricted voting
securities required to be created in connection with Proposed
Transaction. A notice of meeting and information circular
pertaining to such matters will be provided to Panorama
Shareholders in due course. It is currently anticipated that
the meeting of Panorama Shareholders will be held in the third
quarter of 2020.
About Panorama Capital Corp.
Panorama is a CPC that completed its initial public offering and
obtained a listing on the Exchange in June
2019 (trading symbol: "PANO.P"). Prior to entering
into the LOI, Panorama did not carry on any active business
activity other than reviewing potential transactions that would
qualify as Panorama's Qualifying Transaction. As at
November 30, 2019, Panorama had cash
on hand of $547,892.
About Avisa Pharma Inc.
Established in 2010 and based in Santa
Fe, New Mexico, Avisa Pharma Inc. is a clinical stage
medical device company that is developing a drug/device novel
biomarker technology platform that enables rapid point-of-care
detection of virulent bacterial pathogens within 10 minutes after
the patient inhales or ingests its proprietary drug substrates.
Avisa has sponsored investigator lead pilot clinical trials in
cystic fibrosis, tuberculosis and community acquired pneumonia with
positive safety and clinical efficacy results. Avisa will
seek two FDA Investigational Device Exemptions for its pivotal
trials in Community/Hospital Acquired Pneumonia (CAP/HAP) and
Ventilator Associated Pneumonia (VAP) upon completion of
manufacture of the AV-U13 drug product and the portable AVISAR™
laser spectrometer. The Company has recently been issued a US
patent for its new biomarker for detection of Clostridium difficile
(C.diff) infections which are often caused by the overuse of broad
spectrum antibiotics. Avisa currently has 11 patents issued
and registered and 3 patents pending. Avisa is led by an
experienced management team with a proven track record.
The principal equity shareholders of Avisa are (a) NMSIC Focused
LLC which owns approximately 15.9% and (b) Milagro Group LLC which
owns approximately 7.4%.
Disclosure of certain financial information concerning Avisa and
the Resulting Issuer will be available in the disclosure document
prepared by Panorama and Avisa in connection with the Proposed
Transaction.
All information in this Press Release relating to Avisa is
the sole responsibility of Avisa. Management of Panorama has not
independently reviewed this disclosure nor has Panorama's
management hired any third party consultants or contractors to
verify such information.
About Global Emerging Markets
Global Emerging Markets ("GEM") is a US$3.4 billion alternative investment group that
manages a diverse set of investment vehicles focused on emerging
markets across the world and have completed 370+ transactions in 70
countries. GEM's investment vehicles provide the group and its
investors with a diversified portfolio of asset classes that span
the global private investing spectrum. Its family of funds and
investment vehicles provide GEM and its partners with exposure to
Small-Mid Cap Management Buyouts, Private Investments in Public
Equities (PIPEs) and select venture investments. GEM's funds
include the CITIC-GEM Fund (matured in December 2015), Kinderhook Industries (GP and LP
non-voting stakes), GEM Global Yield LLC SCS, GEM India and VC Bank/GEM Mena Fund (GEM exited
both its GP and LP stakes in these funds in 2015 and 2010,
respectively).
All information in this Press Release relating to GEM and GEM
Global is the sole responsibility of GEM. Management of Panorama
has not independently reviewed this disclosure nor has Panorama's
management hired any third party consultants or contractors to
verify such information.
Cautionary Note
As noted above, completion of the Proposed Transaction is
subject to a number of conditions including, without limitation,
approval of the Exchange, approval of the shareholders of Avisa and
Panorama and completion of the Concurrent Financing. Where
applicable, the Proposed Transaction cannot close until the
required approvals have been obtained. There can be no
assurance that the Proposed Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
continuous disclosure document containing full, true and plain
disclosure regarding the Proposed Transaction, required to be filed
with the securities regulatory authorities having jurisdiction over
the affairs of the Company, any information released or received
with respect to the Proposed Transaction may not be accurate or
complete and should not be relied upon. The trading in the
securities of Panorama on the Exchange, if reinstated prior to
completion of the Proposed Transaction, should be considered highly
speculative.
ON BEHALF OF THE BOARD OF DIRECTORS:
Michael G. Thomson
President, Chief Executive Officer, Corporate Secretary and
Director
Email: cpc.thomson@icloud.com
Phone: (604) 312-4777
Disclaimer for Forward-Looking
Information
This press release contains forward-looking statements and
information that are based on the beliefs of management and reflect
Panorama's current expectations. When used in this press release,
the words "estimate", "project", "belief", "anticipate", "intend",
"expect", "plan", "predict", "may" or "should" and the negative of
these words or such variations thereon or comparable terminology
are intended to identify forward-looking statements and
information. The forward-looking statements and information in this
press release include information relating to the business plans of
Panorama, Avisa, and the Resulting Issuer, the Concurrent
Financing, the Proposed Transaction (including Exchange approval
and the closing of the Proposed Transaction) and the board of
directors and management of the Resulting Issuer upon completion of
the Proposed Transaction. Such statements and information reflect
the current view of Panorama. Risks and uncertainties that may
cause actual results to differ materially from those contemplated
in those forward-looking statements and information.
By their nature, forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or other future
events, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements.
Such factors include, among others, the following risks:
- there is no assurance that the Concurrent Financing will be
completed or as to the actual offering price or gross proceeds to
be raised in connection with the Concurrent Financing. In
particular, the amount raised may be significantly less than the
amounts anticipated as a result of, among other things, market
conditions and investor behaviour;
- there is no assurance that Panorama and Avisa will obtain all
requisite approvals for the Proposed Transaction, including the
approval of their respective shareholders (if required), or the
approval of the Exchange (which may be conditional upon amendments
to the terms of the Proposed Transaction);
- following completion of the Proposed Transaction, the Resulting
Issuer may require additional financing from time to time in order
to continue its operations. Financing may not be available when
needed or on terms and conditions acceptable to the Resulting
Issuer;
- new laws or regulations could adversely affect the Resulting
Issuer's business and results of operations; and
- the stock markets have experienced volatility that often has
been unrelated to the performance of companies. These fluctuations
may adversely affect the price of the Resulting Issuer's
securities, regardless of its operating performance.
There are a number of important factors that could cause
Panorama's actual results to differ materially from those indicated
or implied by forward-looking statements and information. Such
factors include, among others: currency fluctuations; limited
business history of Panorama; disruptions or changes in the credit
or security markets; results of operation activities and
development of projects; project cost overruns or unanticipated
costs and expenses, fluctuations in commodity prices, and general
market and industry conditions.
Panorama cautions that the foregoing list of material factors is
not exhaustive. When relying on Panorama's forward-looking
statements and information to make decisions, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. Panorama has assumed that the
material factors referred to in the previous paragraph will not
cause such forward-looking statements and information to differ
materially from actual results or events. However, the list of
these factors is not exhaustive and is subject to change and there
can be no assurance that such assumptions will reflect the actual
outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS
RELEASE REPRESENTS THE EXPECTATIONS OF PANORAMA AS OF THE DATE OF
THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER
SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON
FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS
INFORMATION AS OF ANY OTHER DATE. WHILE PANORAMA MAY ELECT TO, IT
DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR
TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
This press release is not an offer of the securities for sale
in the United States. The securities have not been registered
under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United
States absent registration or an exemption from
registration. 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.
Completion of the Proposed Transaction is subject to a number
of conditions, including but not limited to, Exchange acceptance.
There can be no assurance that the Proposed Transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
filing statement to be prepared in connection with the Proposed
Transaction, any information released or received with respect to
the Proposed Transaction may not be accurate or complete and should
not be relied upon. Trading in the securities of a capital
pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the Proposed Transaction and has neither approved nor
disapproved the contents of this press release.
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.
SOURCE Panorama Capital Corp.
