On November 5, 2020 ProMIS Neurosciences, Inc. (TSX: PMN) (OTCQB: ARFXF), a biotechnology company focused on the discovery and development of antibody therapeutics targeting toxic oligomers implicated in the development of neurodegenerative diseases, reported that it has completed the first closing of its previously announced private placement offering (the "Offering") of special warrants of the Company ("Special Warrants") at a price of $0.12 per Special Warrant, raising gross proceeds of $1,658,349.72 (Press release, ProMIS Neurosciences, NOV 5, 2020, View Source [SID1234570106]). A second closing (the "Final Closing") of the Offering is expected to be completed within a week.

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Each Special Warrant shall be exercisable, without payment of any additional consideration by the holder, into one common share of the Company and one transferable Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.20 per Warrant Share for a period of 60 months until November 4, 2025, subject to acceleration of the expiry date as described below.

If at any time after the expiry of the four month hold period applicable to the Warrants, the twenty-day volume-weighted average trading price of the Shares on the TSX, or such other exchange on which the Shares may be listed, is greater than $0.60, the Company may deliver a notice to the holders of Warrants accelerating the expiry date to a date that is not less than 30 days following the date of such notice.

The net proceeds raised under the Offering will be used for general corporate purposes.

As soon as reasonably practicable after the Final Closing, the Company will take reasonable commercial steps to prepare and file with each of the securities regulatory authorities in each of the provinces of Canada, other than Quebec, in which the of Special Warrants are sold and obtain a receipt for, a final short form prospectus (the "Final Prospectus"), qualifying the distribution of the Shares and Warrants issuable upon exercise of the Special Warrants.

Each Special Warrant will be automatically exercised, without the payment of any additional consideration, into a Share and a Warrant on the date (the "Qualification Date") that is the earlier of (i) four (4) months and a day following Closing, and (ii) the 3rd business day after a receipt is issued for the Final Prospectus qualifying the distribution of the Shares and Warrants issuable upon the exercise of the Special Warrants. For greater certainty, except with the consent of the Company (such consent not to be unreasonably withheld), no Special Warrants may be exercised by the holder thereof prior to the Qualification Date.

In connection with the first tranche of the Offering, the Company has paid cash finder’s fees in the amount of $50,064 and issue a total of 417,200 compensation warrants (the "Compensation Warrants") equal to 7% of the number of Special Warrants issued under the Offering. The Compensation Warrants have the same terms as the Warrants.

The Offering is subject to receipt of the final approval of the TSX.

Five insiders of the Company participated in the Offering and subscribed for total of 1,097,915 Special Warrants. Such participation is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of any securities issued to nor the consideration paid by such persons exceeded 25% of the Company’s market capitalization.

This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.