Stockwatch

Pascal Biosciences Inc
Symbol	PAS
Shares Issued	65,594,769
Close 2022-12-05	C$ 0.015
Market Cap	C$ 983,922
Recent Sedar Documents

Pascal firms up acquisition of THC Essentials assets

2023-02-15 11:29 ET - News Release

McClusky Subject: Pascal Biosciences Inc. press release PDF Document File: Attachment Press Release Pascal Feb. 15, 2023.pdf Pascal Biosciences Formal Agreement to Acquire THC Essentials VANCOUVER, BRITISH COLUMBIA, February 15, 2023- Pascal Biosciences Inc. ("Pascal" or the "Company") (TSXV:PAS) (OTC:PSCBF) (FSE: 6PB-FF). On December 6, 2022, Pascal announced a reorganization, which includes shares for debt, a private placement, the arms-length acquisition of the assets of THC Essentials, a name change and consolidation on the basis of one new share for five old shares and a new board of directors and CEO. The reorganization also now includes delisting from the TSX.V and listing its common shares on the Canadian Securities Exchange (the "CSE"). The Company has now signed an asset purchase agreement dated February 10, 2023 (the "APA") with SoRSE Technologies Corporation ("SoRSE") to acquire from SoRSE the assets comprising THC Essentials (the "Transaction"). The purchase price is cash and shares: -U.S. $1,125,000 of which U.S. $625,000 is payable at closing of the Transaction and U.S. $500,000 is payable 12 months from the Closing Date. The U.S. $500,000 bears interest at 7.5% payable 13 months from the Closing Date. -SoRSE will be issued 3,555,000 consolidated Shares equal to 9.90% of the issued Shares on Closing at a deemed price of $0.10 per Share. The number of Shares may vary if there is an adjustment in the proposed financing of up to 18,000,000 units. The Company is required to have its shares listed on the CSE on the Closing Date of March 31, 2023. The Company will sign a promissory note and a security agreement, which secures the Company's assets until the U.S. $500,000 plus interest of 7.5%, is paid. In the event Shares are issued at a price of less than $0.05 per Share in the first year following Closing, the Company will issue Shares to SoRSE in an amount to provide SoRSE a 9.9% shareholding in the issued Shares. The parties have agreed to certain exclusivity of the SoRSE THC Emulsion for the product, Major, in certain markets, a supply agreement for pricing, a three year non-compete clause in the THC finished good markets and Pascal is to use the SoRSE THC Emulsion exclusively for three years. The products available for license by THC Essentials can be seen at www.thcessentials.com. De-listing and Listing on the CSE: The Company has filed an application letter to list on the CSE and paid the initial non-refundable list fee of $5,000 plus GST. De-listing from the TSX.V is subject to shareholder approval ( approval of a majority of the minority), TSX.V acceptance and receiving a conditional listing letter from the CSE. Completion of the transactions disclosed in this press release are subject to a number of conditions, including but not limited to: Exchange acceptance and, if applicable, disinterested shareholder approval. Where applicable the transactions cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transactions, any information released or received with respect to the transactions may not be accurate or complete and should not be relied upon. Trading in the securities of Pascal Biosciences Inc. should be considered highly speculative. The TSX.V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release. ABOUT PASCAL BIOSCIENCES INC. The Company has ceased investment in its biotechnology assets and closed its research lab. To learn more, visit: https://www.pascalbiosciences.com/. On Behalf of the Board of Directors Dr. Patrick Gray Company Contact: Dr. Patrick Gray Email: pgray@pascalbiosciences.com Investors: invest@pascalbiosciences.com Tel: (425) 380-2151 Forward-Looking Statements DISCLAIMER Certain statements in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 or forward-looking information under applicable Canadian securities legislation that may not be based on historical fact, including without limitation statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect" and similar expressions. Such forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause our actual results, events or developments, or industry results, to be materially different from any future results, events or developments express or implied by such forward-looking statements or information. Such factors include, among others, our stage of development, lack of any product revenues, additional capital requirements, risk associated with the completion of clinical trials and obtaining regulatory approval to market our products, the ability to protect our intellectual property, dependence on collaborative partners and the prospects for negotiating additional corporate collaborations or licensing arrangements and their timing. Specifically, certain risks and uncertainties that could cause such actual events or results expressed or implied by such forward-looking statements and information to differ materially from any future events or results expressed or implied by such statements and information include, but are not limited to, the risks and uncertainties that: products that we develop may not succeed in preclinical or clinical trials, or future products in our targeted corporate objectives; our future operating results are uncertain and likely to fluctuate; we may not be able to raise additional capital; we may not be successful in establishing additional corporate collaborations or licensing arrangements; we may not be able to establish marketing and the costs of launching our products may be greater than anticipated; we have no experience in commercial manufacturing; we may face unknown risks related to intellectual property matters; we face increased competition from pharmaceutical and biotechnology companies; and other factors as described in detail in our filings with the Canadian securities regulatory authorities at www.sedar.com. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements and information, which are qualified in their entirety by this cautionary statement. All forward-looking statements and information made herein are based on our current expectations and we undertake no obligation to revise or update such forward- looking statements and information to reflect subsequent events or circumstances, except as required by law. "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 release"