HOUSTON, TX and
VANCOUVER, Dec. 15, 2017 /PRNewswire/ - ESSA Pharma Inc.
(TSXV: EPI; NASDAQ: EPIX) ("ESSA" or the "Company")
announces an update to its previously announced pricing press
release. The Company intends to issue up to 75,000,000 units
of the Company ("Units") at a price of US$0.20 per Unit (the "Offering Price")
for aggregate gross proceeds of up to US$15
million (the "Offering"). Each Unit will be
comprised of one common share of the Company (a "Common
Share") and one common share purchase warrant (a
"Warrant"). Each Warrant will be exercisable at a
price of US$0.22 and entitle the
holder thereof to acquire one common share of the Company (a
"Warrant Share") for a period of 18 months following the
closing of the Offering, subject to acceleration in certain
circumstances.
The Offering will be undertaken on a best efforts basis pursuant
to the terms and conditions of an agency agreement dated
December 15, 2017 between the Company
and the Canadian agent as the Company's sole agent for the Offering
in Canada (the "Canadian
Agent"). The price and the number of Units were determined
by negotiation between the Company and the Canadian Agent in the
context of the market.
The Company has granted to the Canadian Agent an over-allotment
option, exercisable at any time up to the 30th day
following the closing date of the Offering, to arrange for the
purchase from the Company of up to that number of additional Units
as is equal to 15% of the Units sold under the Offering on the same
basis as the Units to cover the Canadian Agent's over-allocation
position, if any, and for market stabilization purposes.
The Units may also be offered for sale in the United States through United States registered broker dealers
appointed by the Canadian Agent. The selling group will be: (a)
paid a cash commission equal to 7.0% of the gross proceeds of the
Offering (except in respect of Units issued in certain
circumstances to specified purchasers, in which case the cash
commission will be reduced to 3.5%); and (b) issued broker warrants
(the "Broker Warrants") representing 5% of the aggregate
number of Units issued and sold under the Offering. No Broker
Warrants will be issuable with respect to any Units purchased in
certain circumstances to specified purchasers. Each Broker Warrant
entitles the holder thereof to acquire one common share of the
Company (a "Broker Warrant Share") at the Offering Price for
a period of 60 months following the date of the Offering.
The Company intends to use the net proceeds of the Offering
primarily to continue the ongoing preclinical development of the
Company's next-generation Aniten compounds. The net proceeds will
also be used for the interest and principal payments on the
Company's outstanding debt and for working capital and general
corporate purposes.
The Company will apply to list the Common Shares, Warrant Shares
and the Broker Warrant Shares on the TSX Venture Exchange
("TSXV") and the NASDAQ Capital Market ("NASDAQ").
Listing will be subject to satisfying all of the requirements of
the TSXV and the NASDAQ. The Company expects to close the Offering
on or about December 21, 2017, or
such other date as may be mutually agreed to by the Company and the
Canadian Agent, subject to satisfaction of customary closing
conditions, including, but not limited to, the receipt of all
necessary stock exchange approvals, such as the conditional
approval of the TSXV and NASDAQ.
The Offering is to be effected in each of the provinces of
British Columbia, Alberta and Ontario by way of a prospectus supplement
dated December 15, 2017 to ESSA's
base shelf prospectus dated December 22,
2015 and elsewhere on a private placement basis.
The securities described herein have not been registered under
the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), or any state securities laws, and
accordingly, may not be offered or sold to, or for the account or
benefit of, persons in the United
States or "U.S. persons," as such term is defined in
Regulation S promulgated under the U.S. Securities Act ("U.S.
Persons"), except in compliance with the registration
requirements of the U.S. Securities Act and applicable state
securities requirements or pursuant to exemptions therefrom. This
press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the Company's securities to,
or for the account of benefit of, persons in the United States or U.S. Persons.
Forward-Looking Statement Disclaimer
This release
contains certain information which, as presented, constitutes
"forward-looking information" within the meaning of the Private
Securities Litigation Reform Act of 1995 and/or applicable Canadian
securities laws. Forward-looking information involves statements
that relate to future events and often addresses expected future
business and financial performance, containing words such as
"anticipate", "believe", "plan", "estimate", "expect", and
"intend", statements that an action or event "may", "might",
"could", "should", or "will" be taken or occur, or other similar
expressions and includes, but is not limited to, statements about
the timing of the closing of the Offering, the satisfaction and
timing of the receipt of required stock exchange approvals and
other conditions to closing of the Offering, the jurisdictions in
which the Units will be offered and the intended use of proceeds of
the Offering.
Forward-looking statements and information are subject to
various known and unknown risks and uncertainties, many of which
are beyond the ability of ESSA to control or predict, and which may
cause ESSA's actual results, performance or achievements to be
materially different from those expressed or implied thereby. Such
statements reflect ESSA's current views with respect to future
events, are subject to risks and uncertainties and are necessarily
based upon a number of estimates and assumptions that, while
considered reasonable by ESSA as of the date of such statements,
are inherently subject to significant medical, scientific,
business, economic, competitive, political and social uncertainties
and contingencies. In making forward looking statements, ESSA may
make various material assumptions, including but not limited to (i)
the accuracy of ESSA's financial projections; (ii) obtaining
positive results of clinical trials; (iii) obtaining necessary
regulatory approvals; and (iv) general business, market and
economic conditions.
Forward-looking information is developed based on assumptions
about such risks, uncertainties and other factors set out
herein and in ESSA's Annual Report on Form 20-F dated December 11, 2017 under the heading "Risk
Factors", a copy of which is available on ESSA's profile on the
SEDAR website at www.sedar.com, ESSA's profile on EDGAR at
www.sec.gov, and as otherwise disclosed from time to time on ESSA's
SEDAR profile. Forward-looking statements are made based on
management's beliefs, estimates and opinions on the date that
statements are made and ESSA undertakes no obligation to update
forward-looking statements if these beliefs, estimates and opinions
or other circumstances should change, except as may be required by
applicable Canadian and United
States securities laws. Readers are cautioned against
attributing undue certainty to forward-looking statements.
Neither the TSXV nor its Regulation Service Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this release.
SOURCE ESSA Pharma Inc