PreveCeutical closes RTO and private placement




News Release

PreveCeutical Closes Private Placement and Reverse Take-Over Transaction and Announces Resumption of Trading

FOR IMMEDIATE RELEASE…Vancouver, British Columbia: PreveCeutical Medical Inc., formerly Carrara Exploration Corp. (“PreveCeutical” or the “Company”) (CSE: CAA), announces the closing of a non-brokered private placement of units in the gross aggregate amount of $2,038,000 and the closing of 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 (the “CSE”) 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 (each a “Unit”) at $0.50 per Unit for gross aggregate proceeds of $2,038,000 (the “Private Placement”), which was previously announced on March 22, 2017. Each Unit consists of one common share in the capital of the Company (each a “Share”) and one common share purchase warrant (each a “Warrant”). Each Warrant entitles the holder to purchase one Share at an exercisable price of $1.00 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 finder’s fees to Canaccord Genuity Corp., Leede Jones Gable Inc., Mackie Research Capital Corporation, 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 fund 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 (the “Transaction”). 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 three (3) to one (1) 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 take-over of the Company by 0962.

The shareholders of 0962 hold 83% (on a non-diluted basis) of the issued and outstanding common shares in the capital of the Company.

About PreveCeutical

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 CELLB9TM 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

Stephen 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

Shabira 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.

Kimberly Van Deventer, President and Director

Kimberly Van Deventer is an entrepreneur with a successful track 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

Brian 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 CEO 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

Greg 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, Ph.D., Chief Science Officer

Dr. Makarand Jawadekar completed his Ph.D. 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.

Harendra Parekh, Ph.D., Chief Research Officer

Dr. Parekh completed his Ph.D. 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

Nicole Goncalves-Krysinski is an attorney and a partner in her law firm Schwartz & Krysinski, LLP in New York. She has a J.D. from St. John’s University and B.A. from U.C.L.A. 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 & Advertising

Alicia 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 NGO 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 at www.sedar.com.

Investors are cautioned that, except as disclosed in the disclosure documents provided in connection with the Transaction, any information released or received with respect to same may not be accurate or complete and should not be relied upon.

On Behalf of the Board of Directors
Stephen Van Deventer
Chairman and Chief Executive Officer

For further information, please contact:
Stephen Van Deventer
Chairman and Chief Executive Officer
(604) 306-9669

Neither the CSE nor its regulation services provider (as such term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this news release.