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Liberty Biopharma Announces Prospectus Offering

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RICHMOND, BC , March 29, 2017 /CNW/ - Liberty Biopharma Inc. (TSX VENTURE: LTY) ("Liberty Biopharma" or "Company") is pleased to announce that it has received a receipt for a preliminary short form prospectus (the "Preliminary Prospectus") in connection with a proposed offering of units ("Units") of Liberty Biopharma for gross proceeds of up to $10 million (the "Offering").

The Offering will be conducted on a "best efforts" basis with Kernaghan & Partners Ltd. ("Kernaghan") acting as agent.  Kernaghan may form and manage a selling group of investment dealers in connection with the Offering. The Offering will be conducted in the provinces of British Columbia , Alberta , and Ontario .

The number of Units to be issued, the price of each Unit, and the exercise price of each Warrant will be determined in the context of the market at the time of pricing of the Offering. Each Unit will consist of one common share of the Company ("Common Share") and one Common Share purchase warrant ("Warrant"), with each Warrant entitling the holder to purchase one additional Common Share for a period of five (5) years from the first closing date.

The Warrants will be subject to an acceleration provision as follows.  In the event the closing price of the Company's Common Shares on the TSX Venture Exchange is greater than a specified price for a period of 10 consecutive trading days at any time after six months from the closing of the Offering, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and, in such case, the Warrants will expire on the 30th day after the date on which such notice is given to the holder. 

If the Offering is completed, the Company intends to use the net proceeds from the Offering for ongoing expansion and execution of worldwide sales and marketing plans, strategic acquisitions, general purposes, working capital and reserve.  

The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.  There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.

In consideration for the services to be rendered by Kernaghan and members of any selling group formed by Kernaghan in connection with the Offering, Kernaghan and such selling group members will receive a fee consisting of cash and broker warrants.

A copy of the Preliminary Prospectus, which was filed in each of the provinces of British Columbia , Alberta and Ontario , contains important information relating to the Offering and the Units, and is available on SEDAR at www.sedar.com or by contacting Kernaghan at 416-423-3251 or mark@kernaghanpartners.com.  There will not be any sale or any acceptance of an offer to buy the Units until a receipt for the final short form prospectus has been issued.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933 (the "U.S. Securities Act"), as amended, or any U.S. state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. 

This news release does not constitute an offer to sell or a solicitation to buy securities of Liberty Biopharma in the United States , in any province or territory of Canada or in any other jursidiction. The securities will only be offered for sale by prospectus and only in those jurisdictions where such sales may lawfully be made.

About Kernaghan & Partners Ltd.

Kernaghan & Partners Ltd. is a full service brokerage firm offering advisory services on a global range of products to both retail as well as Institutional investors. 

About Liberty Biopharma Inc.

Liberty Biopharma is a clinical stage biopharmaceutical company developing and commercializing regenerative stem cell technologies and therapeutic solutions for independence and quality of life.  Our focus is on significant areas of unmet clinical need, such as wound management, osteoarthritis, musculoskeletal injury, cardiovascular diseases, and autoimmune diseases.

Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the Policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Cautionary Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "likely", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on current belief or assumptions as to the outcome and timing of such future events. Forward-looking information contained in this news release includes, but is not limited to, information or statements about the completion and expected timing of the Offering; whether the terms of the Offering will be as described in this press release; whether the Offering will be successful; the receipt of the required regulatory approvals (including stock exchange) in respect of the Offering, the net proceeds from the Offering, and the Company's use of the net proceeds from the Offering.   The forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement: the "Forward-Looking Information" section contained in the Preliminary Prospectus, the risks disclosed in the Preliminary Prospectus and in the Annual Information Forms ("AIFs") and Management Discussion and Analysis ("MD & A") incorporated by reference therein. Actual future results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks described in the Company's Preliminary Prospectus, AIFs and MD & A, and the risks that Liberty Biopharma may not receive regulatory approvals (Including stock exchange) or otherwise satisfy the conditions to the completion of the Offering and the funds thereof not being available to the Company.  Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Liberty Biopharma, and include, but are not limited to, the satisfaction of all conditions to completion of the Offering, the receipt of required regulatory approvals (including stock exchange) and the successful completion of the Offering on the terms described in this press release, if at all, in the time frame anticipated. Readers are cautioned that the above risk factor is not exhaustive. As required by applicable securities legislation, as a reporting issuer, it is Liberty Biopharma's policy to update forward-looking information in its periodic management discussions and analyses, as required from time to time. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

SOURCE Liberty Biopharma Inc.


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