Panorama Capital Corp. Announces Completion of Avisa Pharma Inc. Subscription Receipt Financing

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

KELOWNA, BC, Sept. 8, 2020 /CNW/ - Panorama Capital Corp. (TSXV: PANO.P) (the "Company" or "Panorama"), a capital pool company, is pleased to announce that Avisa Pharma Inc. ("Avisa") has completed a first tranche of its previously announced private placement of subscription receipts (the "Subscription Receipts") for aggregate gross proceeds of approximately $1.4 million (the "Concurrent Financing"). The Concurrent Financing is required to be completed by Avisa in connection with the previously announced business combination between Panorama and Avisa (the "Proposed Transaction").

Avisa issued an aggregate of 2,206,525 Subscription Receipts at a purchase price of $0.64 per Subscription Receipt for aggregate gross proceeds of $1,412,176. Each Subscription Receipt entitles the holder thereof to receive, without payment of any additional consideration and without further action on the part of each subscriber, subject to adjustment, one common share in the capital of Avisa (an "Avisa Share") in accordance with the terms of a subscription receipt agreement entered into between Avisa, Haywood Securities Inc. ("Haywood"), the lead agent under the Concurrent Financing, and TSX Trust Company (the "Subscription Receipt Agreement"), including the satisfaction or waiver of the escrow release conditions described in the Subscription Receipt Agreement (the "Escrow Release Conditions"). Upon the closing of the Proposed Transaction, the Avisa Shares issued pursuant to the conversion of the Subscription Receipts will be automatically exchanged for shares of the Company pursuant to the merger agreement and plan of reorganization entered into between Avisa, the Company, and Panorama Capital USA Inc., a wholly-owned subsidiary of Panorama, on June 17, 2020 (the "Merger Agreement").

In accordance with the terms of an agency agreement dated September 8, 2020 among Haywood and Canaccord Genuity Corp. (collectively, the "Agents"), the Company and Avisa, the Agents were paid a cash commission of $112,974.08, being equal to 8% of the gross proceeds raised under the Concurrent Financing (the "Cash Fee") and were issued an aggregate of 176,522 share purchase warrants (the "Agent's Warrants"), being the number of warrants as is equal to 8% of the Subscription Receipts sold under the Concurrent Financing. Each Agent's Warrant entitles the holder to acquire a common share in the capital of the resulting issuer upon completion of the Proposed Transaction for a period of twenty-four months following the date of issuance.

The gross proceeds of the Concurrent Financing less: (i) 50% of the Cash Fee and (ii) the expenses of the Agents incurred in connection with the Concurrent Financing have been deposited in escrow pending the satisfaction of the Escrow Release Conditions. If (i) the Escrow Release Conditions are not satisfied on or before January 4, 2021 (being the escrow release deadline stipulated in the Subscription Receipt Agreement), or (ii) prior to such escrow release deadline, Panorama and/or Avisa advises the Agents 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.

Cautionary Note

The Proposed Transaction is subject to a number of conditions including, without limitation, approval of the Exchange. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

ON BEHALF OF THE BOARD OF DIRECTORS:

Michael G. Thomson
President, Chief Executive Officer, Corporate Secretary and Director

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 Proposed Transaction (including Exchange approval and the closing 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 subsequent tranches of the Concurrent Financing will be completed or as to the amount of 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; and
• there is no assurance that Panorama and Avisa will obtain all requisite approvals for the Proposed Transaction or fulfill all the conditions and obligations of the Merger Agreement, including the approval of the Exchange (which may be conditional upon amendments to the terms of the Proposed Transaction);

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; disruption of results of operation activities and development of projects of Avisa; unanticipated costs and expenses, 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.

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.