PharmaCielo Announces the Issuance of Interest Shares

Executive Summary

• PharmaCielo Ltd. is issuing 12,153,937 common “Interest Shares” at $0.08 per share to settle $972,317.12 of semi‑annual interest on its 11% secured debentures (“Shares for Debt Transaction”).
• The transaction is a related‑party issuance to L5 Capital Inc., Marc Lustig, William Petron and Ian Atacan and relies on exemptions under MI 61‑101 because the fair market value does not exceed 25 % of market capitalization.
• The company announced its upcoming Annual General Meeting for April 2, 2026, where shareholders will vote on directors, auditors and other customary matters.

Key Details

• Shares Issued: 12,153,937 common shares (“Interest Shares”).
• Effective Price: $0.08 per Interest Share (cash interest payable ÷ number of shares issuable).
• Total Debt Satisfied: $972,317.12 of semi‑annual interest on the Company’s 11 % secured debentures.
• Statutory Hold Period: Shares are subject to a 4‑month statutory hold period, if any balance remains.
• Related Parties Receiving Shares: L5 Capital Inc., Marc Lustig, William Petron and Ian Atacan.
• Regulatory Exemption: The issuance qualifies for exemptions from formal valuation and minority shareholder approval under MI 61‑101 sections 5.5(a) and 5.7(1)(a).
• Market Impact Threshold: Fair market value of the transaction is below the 25 % market‑cap trigger, allowing the exemption.
• Annual General Meeting (AGM): Scheduled for April 2, 2026 at 11:00 a.m. ET, 82 Richmond Street East, Toronto, Ontario; virtual participation via Zoom (Meeting ID 969 4923 8343, Passcode 527692).

Notable Quotes

No executive quotes were included in the release.