ESSA Announces Filing of Prospectus Supplement and an Update to Previously Announced Equity Offering

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ESSA Announces Filing of Prospectus Supplement and an Update to Previously Announced Equity Offering

PR Newswire

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.

ESSA Logo (CNW Group/ESSA Pharma Inc)

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

ESSA Announces Filing of Prospectus Supplement and an Update to Previously Announced Equity Offering

ESSA Announces Filing of Prospectus Supplement and an Update to Previously Announced Equity Offering

Canada NewsWire


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

HOUSTON, TX and VANCOUVER, Dec. 15, 2017 /CNW/ – 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.

ESSA Pharma Inc (CNW Group/ESSA Pharma Inc)

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 Bloom Burton Securities Inc. 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 H.C. Wainwright & Co., as exclusive U.S. placement 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.

About ESSA Pharma Inc.
ESSA is a pharmaceutical company focused on developing novel and proprietary therapies for the treatment of castrate resistant prostate cancer (“CRPC“) in patients whose disease is progressing despite treatment with current therapies. ESSA believes that its proprietary compounds can significantly expand the interval of time in which patients suffering from CRPC can benefit from hormone- based therapies, by disrupting the AR signaling pathway that drives prostate cancer growth and by preventing androgen receptor (“AR“) transcriptional activity by binding selectively to the N-terminal domain (“NTD“) of the AR.  A functional NTD is essential for transactivation of the AR. In preclinical studies, blocking the NTD has demonstrated the capability to overcome the known AR-dependent mechanisms of CRPC.  ESSA was founded in 2009.

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

View original content with multimedia: http://www.newswire.ca/en/releases/archive/December2017/15/c7963.html

Aurora Grants Options

Aurora Grants Options

Canada NewsWire

TSX: ACB

VANCOUVER, Dec. 15, 2017 /CNW/ - Aurora Cannabis Inc. (“Aurora”) (TSX: ACB) (OTCQB: ACBFF) (Frankfurt: 21P; WKN: A1C4WM) today announced that the Company has granted a total of 850,000 options to certain employees and directors of the Company, exercisable at $7.00 per common share. The options shall vest quarterly over a period of 36 months and shall expire 5 years following the date of granting.

About Aurora

Aurora’s wholly-owned subsidiary, Aurora Cannabis Enterprises Inc., is a licensed producer of medical cannabis pursuant to Health Canada’s Access to Cannabis for Medical Purposes Regulations (“ACMPR”). The Company operates a 55,200 square foot, state-of-the-art production facility in Mountain View County, Alberta, known as “Aurora Mountain”, a second 40,000 square foot high-technology production facility known as “Aurora Vie” in Pointe-Claire, Quebec on Montreal’s West Island, and is currently constructing an 800,000 square foot production facility, known as “Aurora Sky”, at the Edmonton International Airport, as well as is completing a fourth facility in Lachute, Quebec through its wholly owned subsidiary Aurora Larssen Projects Ltd.

In addition, the Company holds approximately 17.23% of the issued shares in leading extraction technology company Radient Technologies Inc., based in Edmonton, and is in the process of completing an investment in Edmonton-based Hempco Food and Fiber for an ownership stake of up to 50.1%. Furthermore, Aurora is the cornerstone investor with a 22.9% stake in Cann Group Limited, the first Australian company licensed to conduct research on and cultivate medical cannabis. Aurora also owns Pedanios, a leading wholesale importer, exporter, and distributor of medical cannabis in the European Union, based in Germany. The Company offers further differentiation through its acquisition of BC Northern Lights Ltd. and Urban Cultivator Inc., industry leaders, respectively, in the production and sale of proprietary systems for the safe, efficient and high-yield indoor cultivation of cannabis, and in state-of-the-art indoor gardening appliances for the cultivation of organic microgreens, vegetables and herbs in home and professional kitchens. Aurora’s common shares trade on the TSX under the symbol “ACB”.

On behalf of the Boards of Directors,                                    

AURORA CANNABIS INC.  
Terry Booth
CEO                                                                                        

This news release includes statements containing certain “forward-looking information” within the meaning of applicable securities law (“forward-looking statements”). Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

Neither TSX or CSE, nor their Regulation Services Provider (as that term is defined in the policies of Toronto Stock Exchange and the Canadian Securities Exchange) accept responsibility for the adequacy or accuracy of this release.

SOURCE Aurora Cannabis Inc.

View original content: http://www.newswire.ca/en/releases/archive/December2017/15/c5042.html