PanGenomic Health Signs Letter of Intent with Crescita Capital for $5 Million Equity Drawdown Facility

VANCOUVER, BC, Jan. 9, 2024 /CNW/ - PanGenomic Health Inc. ("PanGenomic Health" or the "Company") (CSE: NARA) (AQSE: NARA), is pleased to announce that it has entered into a non-binding letter of intent with Crescita Capital LLC ("Crescita Capital") for a $5 million equity drawdown facility ("Equity Drawdown Facility").

Under the proposed non-revolving Equity Drawdown Facility, PanGenomic Health will have three years to utilize the $5 million for general working capital purposes and strategic acquisitions. PanGenomic Health can draw down funds from the Equity Drawdown Facility from time to time during the three year term at PanGenomic Health's discretion by providing a notice to Crescita Capital.  In consideration for advances made by Crescita Capital under the Equity Drawdown Facility, PanGenomic Health will allot and issue units to Crescita Capital at an issue price equal to the greater of 85% of the average closing bid price of Pangenomic Health's Class A Common Shares (the "Common Shares") on the Canadian Securities Exchange ("CSE") during the 10 trading days immediately prior to the closing date of each drawdown and the minimum issue price permitted by the CSE (the "Issue Price"). Each unit issued under the Equity Drawdown Facility will be comprised of one Common Share and one- half of one Common Share purchase warrant (a "Warrant").  Each Warrant will be exercisable for three years from the date of issue at an exercise price equal to the greater of 125% of the Issue Price and the minimum exercise price permitted by the CSE.

Upon the execution of a definitive agreement for the Equity Drawdown Facility, Pangenomic Health will be required to pay a commitment fee to Crescita Capital equal to 6% of the total commitment  ($300,000), payable in cash or Common Shares at a deemed price equal to the greater of $0.04 per common share and the minimum price permitted by the CSE.  Pangenomic Health will also be required to pay the legal fees of Crescita Capital up to a maximum of $26,000. 

The proposed Equity Drawdown Facility is subject to the execution of a definitive agreement and the customary conditions precedent for transactions of this nature, including, the approval of the CSE if required under its rules and policies.

"We are very excited to work with Crescita Capital", said Maryam Marissen, CEO of PanGenomic Health. "We believe that access to their innovative equity financing platform and international business network will help grow our business by accelerating development and marketing initiatives for our MUJN, Nara and Mindleap products."

Crescita Capital is an investment and consultancy group that provides financing and corporate development services for growth-stage companies in markets around the world (www.crescitacapital.com).

PanGenomic Health is a precision health company that has developed a self-care digital platform to deliver personalized, evidence-based information about natural treatments. The Company's initial focus is to support mental health. Registered as a British Columbia benefit company, PanGenomic Health's mission is to promote and improve the health and wellness of people and society by providing a technology platform that identifies plant-based solutions tailored to the health profile of each individual.

This news release includes certain statements that may be deemed "forward-looking statements", including statements respecting the services to be provided by PanGenomic Health and the consideration to be paid to PanGenomic Health. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "would", "project", "should", "believe" and similar expressions are intended to identify forward looking statements. Although PanGenomic Health believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because PanGenomic Health can give no assurance that they will prove to be correct. In particular, there can be no assurance that the Company will be able to negotiate an acceptable definitive agreement for the Equity Drawdown Facility or one at all. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this News Release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in PanGenomic Health's disclosure documents which can be found under PanGenomic Health's profile on www.sedar.com.

The Canadian Securities Exchange has neither approved nor disapproved the information contained herein and does not accept responsibility for the adequacy or accuracy of this news release.

SOURCE PanGenomic Health Inc.