NurExone Biologic Announces Corporate Updates including Israel Patent Grant and Private Placement Closing - Seite 2

Terms of the Offering

Each Unit consisted of (i) one common share in the capital of the Company (each, a “Common Share”), and (ii) one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.88 per Common Share for a period of 36 months, subject to acceleration. If the daily volume weighted average trading price of the Common Shares on the TSXV for any period of 20 consecutive trading days equals or exceeds C$1.70, the Company may, upon providing written notice to the holders of the Warrants (the “Acceleration Notice”), accelerate the expiry date of the Warrants to the date that is 45 days following the date of the Acceleration Notice. If the Warrants are not exercised by the accelerated expiry date, the Warrants will expire and be of no further force or effect.

Closing of the Offering is subject to receipt of all necessary regulatory approvals, including the TSXV, and all securities issued under the Offering are subject to a statutory hold period of four months and one day from the closing of the Offering.

Related Party Transaction

Jay Richardson, a director of the Company, participated in the Offering and acquired 24,854 Units. The participation of Mr. Richardson in the Offering constituted a “related party transaction” and such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction (“MI 61-101”) and would have required the Company to receive minority shareholder approval for and obtain a formal valuation for the subject matter of the Offering in accordance with MI 61-101, prior to the completion of the Offering. However, in completing the Offering, the Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of Mr. Richardson’s participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involved insiders, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101).