Carrara closes RTO with PreveCeutical, $2M placement

2017-07-10 17:33 ET - News Release

Mr. Stephen Van Deventer reports
PREVECEUTICAL CLOSES PRIVATE PLACEMENT AND REVERSE TAKE-OVER TRANSACTION AND ANNOUNCES RESUMPTION OF TRADING
PreveCeutical Medical Inc., formerly Carrara Exploration Corp., has closed a non-brokered private placement of units in the gross aggregate amount of $2,038,000 and the previously announced acquisition of 1050962 B.C. Ltd., formerly PreveCeutical Medical Inc. (0962), by the company. The company also announces the appointment of new management and the resumption of trading of its common shares on the Canadian Securities Exchange on or about Wednesday, July 12, 2017, under the trading symbol PREV.

Non-brokered private placement
On June 29, 2017, the company closed a non-brokered private placement of 4,076,000 units at 50 cents per unit for gross aggregate proceeds of $2,038,000, which was previously announced on March 22, 2017. Each unit consists of one common share in the capital of the company and one common share purchase warrant. Each warrant entitles the holder to purchase one share at an exercisable price of $1 per share for a period of 12 months following the date of issue of the warrant, provided that in the event that the closing price of the shares trading on the CSE is at least $1.50 or more for 10 consecutive business days, the company will have the option of accelerating the expiration date for the exercise of the warrants by giving at least 14 business days notice to the holders of the warrants.

In connection with the private placement, the company paid finders' fees to Canaccord Genuity Corp., Leede Jones Gable Inc., Mackie Research Capital Corp. and Haywood Securities Inc. in the aggregate amount of $18,400 cash and 195,200 units. The net proceeds of the private placement are expected to be used by the company for general working capital and operations, to cover the expenses related to the transaction, and to finance research and development projects relating to Caribbean Blue Scorpion venom-derived peptides and nose-to-brain delivery of cannabinoids.

Transaction
Effective June 30, 1017, the company completed the acquisition of 0962. Pursuant to the terms of the transaction, 0962 became a wholly owned subsidiary of the company by way of a three-cornered amalgamation with 1110607 B.C. Ltd., a wholly owned subsidiary of the company. Prior to the transaction, the company completed a one-for-three consolidation of its issued and outstanding shares and the change of its name (see news release dated June 21, 2017). Following the transaction, all of the issued and outstanding shares of 0962 were cancelled, and the company issued an equal number of shares to the former shareholders of 0962, resulting in a reverse takeover of the company by 0962. The shareholders of 0962 hold 83 per cent (on a non-diluted basis) of the issued and outstanding common shares in the capital of the company.

About PreveCeutical Medical Inc.
The company is a Vancouver-based, innovative bio-pharma company with three proprietary technologies in development. The company plans to identify new nature identical peptides from Caribbean Blue Scorpion venom to assist with cancer-targeted treatments; a sol-gel, extended-release, delivery platform for local, systemic and nose-to-brain delivery of therapeutic compounds as well as a single-gene dual-therapy technology for the treatment and possible prevention of diabetes and obesity.

The company currently has one product available for sale, the CellB9 immune system booster. CellB9 is an oral solution containing polarized and potentiated essential minerals extracted from a novel peptide obtained from Caribbean Blue Scorpion venom. The active potentiated ingredients in the Blue Scorpion venom appear to support health at a deep cellular level, having been used for many years and in over 40 countries. The solution is colourless and odourless, and can be administered orally.

Changes in management
Upon completion of the transaction, the management of the company includes the following individuals.

Stephen Van Deventer, chairman of the board and chief executive officer
Mr. Van Deventer is an experienced businessman and corporate director. Over the last 25 years, he has specialized in international corporate relations and business development. He has focused on launching small-to-medium-sized companies into the public markets in Canada, the United States and Europe. He has also owned and operated many private companies, and is currently a co-owner of Cornerstone Global Partners Inc.

Shabira Rajan, CPA, CGA, chief financial officer and controller
Ms. Rajan is is a chartered professional accountant; holds an MBA from Laurentian University, and an advanced specialty certificate in forensic science technology, forensic and investigative accounting option from the British Columbia Institute of Technology; and is the owner of SHROF Financial Management and Accounting. Previously, she was the director of finance for Canada Line Rapid Transit Inc., a $2-billion P3 infrastructure project for which she was responsible for all financial aspects.

Ms. Van Deventer, president and director
Kimberly Van Deventer is an entrepreneur with a successful record. She is a co-owner of Cornerstone Global Partners Inc., and in 2009 she was ranked the third-highest grossing female business owner in British Columbia. She is a driving force behind PreveCeutical, and is steadfast in her commitment to raising awareness about disease prevention and health.

Brian Harris, vice-president of corporate development and director
Mr. Harris is the managing partner at Marketing Services International, a consulting company that provides professional services to early-stage private and public companies with a focus on science-based functional foods and natural health products. He is a director and interim chief executive officer of MedAgri Marihuana Labs Inc., and previously served as a director and CEO of TSX Venture Exchange-listed company Russell Breweries Inc., during which time, it was one of the fastest-growing companies in Canada. He was a founder of BASS (now known as TicketMaster) and of Smoke Free Pty. Ltd. While he was president of Smoke Free, it became South Africa's leading smoking cessation company.

Greg Reid, director
Mr. Reid is an entrepreneur, and the CEO of several successful corporations, in addition to being a filmmaker and best-selling author. He has dedicated his life to helping others achieve the ultimate fulfillment of finding and living lives of purpose. His work has been published in over 35 books and featured on nationally syndicated television programs across the United States. He is also the creator and producer on the internationally acclaimed films Pass It On and Three Feet From Gold.

Dr. Makarand Jawadekar, PhD, chief science officer
Dr. Jawadekar completed his PhD in pharmaceutics at the University of Minnesota. He is currently an independent pharma professional and the owner of pharmaceutical consulting company Melinda Consulting LLC. Previously, he worked as director of portfolio management at Pfizer Inc. for 28 years. He has extensive experience in creating and cultivating external partnerships and alliances for drug delivery technologies. He is an independent contractor to the company.

Dr. Harendra Parekh, PhD, chief research officer
Dr. Parekh completed his PhD in medicinal chemistry at the University of Nottingham. After working in community pharmacy in the United Kingdom, he moved to Australia and took a position as research officer in University of Queensland's School of Chemistry, and is currently a senior lecturer within the School of Pharmacy. He also holds adjunct positions at Manipal University (India) and the National University of Singapore's Nanoscience and Nanotechnology Institute. Dr. Parekh's work is widely published, and in 2004 he received Uniquest's Trailblazer Prize for commercialization potential of his work related to treatment of age-related macular degeneration. He is an independent contractor to the company.

Nicole Goncalves-Krysinski, Esq., chief legal officer
Ms. Goncalves-Krysinski is an attorney and a partner in her law firm Schwartz & Krysinski LLP in New York. She has a JD from St. John's University and BA from University of California, Los Angeles. Her practice areas include contract negotiations, business and transactional law, and corporate advisement. She is an independent contractor to the company.

Alicia Rebman, vice-president, marketing and advertising
Ms. Rebman is a marketing professional with a background in publishing technologies, communications and graphic design with a specialty in branding and communications for social enterprise and non-governmental organization start-ups. She ran a successful design services company for six years before becoming the head of the marketing department for international design and publishing company Hartley & Marks Group.

Further information
A copy of the transaction agreement and disclosure documents prepared in connection with same may be viewed on the company's SEDAR profile.

We seek Safe Harbor.