Panorama Capital Corp. announces LOI for qualifying transaction with U.S. based Avisa Pharma Inc.

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

KELOWNA, BC, May 13, 2020 /CNW/ - Panorama Capital Corp. (TSX.V: PANO.P) (the "Company" or "Panorama"), a capital pool company ("CPC"), is pleased to announce it has entered into a non-binding letter of intent dated May 12, 2020 (the "LOI") to enter into an arm's length business combination transaction (the "Proposed Transaction") with Avisa Pharma Inc. ("Avisa").

Established in 2010, Avisa is a private medical device company with its head office in Santa Fe, New Mexico and incorporated under the laws of the State of Delaware. Avisa has developed a quantitative, point-of-care diagnostic breath test known as the Avisa BreathTest ("ABT") for rapidly detecting bacterial pneumonia and pulmonary infections in approximately 10 minutes.  The ABT has the potential to be a more accessible, faster and cost-effective detection method than presently used in the healthcare sector. The ABT is a validated clinical stage test with existing technology. Avisa currently has an intellectual property portfolio of 11 patents issued and registered and 3 patents pending. Avisa has raised approximately US$16 million to date.

Upon completion of the Proposed Transaction, the combined entity (the "Resulting Issuer") will be a, healthcare and medical device company, which will leverage the proprietary ABT platform, listed on the TSX Venture Exchange (the "Exchange"). 

In connection with the Proposed Transaction, Avisa has entered into an engagement letter with Haywood Securities Inc. (the "Agent") pursuant to which the Agent has agreed to act as lead agent in connection with a concurrent financing (the "Concurrent Financing") for gross proceeds of approximately CDN$7,000,000.  The Concurrent Financing will be undertaken as a "commercially reasonable efforts" brokered private placement of up to 10,937,500 subscription receipts of Avisa (the "Subscription Receipts") at a price of CDN$0.64 (US$0.46) per Subscription Receipt (the "Issue Price"). 

In addition to proceeds from the Concurrent Financing, Avisa has also entered into a share subscription facility agreement with GEM Yield Bahamas Ltd. and GEM Global Yield LLC SCS ("GEM Global"), a New York-based US$3.4bn private equity firm, dated January 23, 2020 (the "GEM Agreement").  The GEM Agreement establishes a CDN$52 million share subscription facility which is expected to be available, subject to the satisfaction of the conditions set forth in the GEM Agreement, to Avisa and the Resulting Issuer. The terms of the GEM Agreement are subject to Exchange approval in connection with the Proposed Transaction.  Concurrent with the closing of the Proposed Transaction, the Resulting Issuer will issue, subject to Exchange approval, warrants to GEM Global to purchase up to 9.9% of the issued and outstanding common shares in the capital of the Resulting Issuer (the "Resulting Issuer Shares"), on a fully diluted basis.

Panorama intends that the Proposed Transaction will constitute its Qualifying Transaction, as such term is defined under Policy 2.4 of the Exchange and will be listed as a Tier 2 technology issuer on the Exchange.  Upon completion of the Proposed Transaction, the Company expects that the Resulting Issuer will be named "Avisa Holdings Inc." or such other name as acceptable to Avisa and will continue to carry on the business of Avisa as currently constituted.

Summary of the Qualifying Transaction

The LOI contemplates Panorama and Avisa undertaking an arm's length business combination transaction, currently proposed to be completed by way of a statutory merger under the Delaware General Corporation Law.  Following completion of the Proposed Transaction, the current security holders of Avisa would own a majority of the issued and outstanding Resulting Issuer Shares and Avisa Pharma Inc. will become a wholly-owned subsidiary of the Resulting Issuer. 

In connection with the Proposed Transaction, it is anticipated that Panorama will consolidate its common shares (the "Panorama Shares") on the basis of 1 (new) Panorama Share for every 3 (old) Panorama Shares (the "Consolidation").  It is also anticipated that Avisa will split its common shares (the "Avisa Shares") on the basis of 1.75 (new) Avisa Shares for every 1 (old) Avisa Shares (the "Split").

Upon completion of the Proposed Transaction, and assuming the Concurrent Financing is fully subscribed and that the Agent's Option (as defined below) is not exercised, holders of Panorama Shares are anticipated to hold, in the aggregate, 2,933,333 Resulting Issuer Shares representing approximately 4.8% of the outstanding Resulting Issuer Shares (3.9% on a fully diluted basis). Former security holders of Avisa are expected to hold, in the aggregate, 46,865,040 Resulting Issuer Shares, representing approximately 77.2% of the outstanding Resulting Issuer Shares (62.8% on a fully diluted basis).  Investors under the Concurrent Financing will hold, in the aggregate, 10,937,500 Resulting Issuer Shares, representing approximately 18.0% of the outstanding Resulting Issuer Shares (14.6% on a fully diluted basis). 

Concurrent Private Placement Financing

Avisa has engaged the Agent to act as lead agent in connection with a Concurrent Financing for gross proceeds of approximately CDN$7,000,000.  The Concurrent Financing will be undertaken as a "commercially reasonable efforts" brokered private placement of up to 10,937,500 Subscription Receipts at the Issue Price.  In addition, Avisa has granted the Agent an option (the "Agent's Option") to purchase up to an additional 15% of Subscription Receipts sold pursuant to the Concurrent Financing.

Each Subscription Receipt shall entitle the holder thereof to receive, without payment of any additional consideration and subject to adjustment, one Avisa Share in accordance with the terms of the subscription receipt agreement which will govern the Subscription Receipts (the "Subscription Receipt Agreement"), including the satisfaction or waiver of the escrow release conditions which will be described in the Subscription Receipt Agreement (the "Escrow Release Conditions"). Upon the closing of the Proposed Transaction, the Avisa Shares issued pursuant to the Subscription Receipts will be automatically exchanged for one Resulting Issuer Share pursuant to the Proposed Transaction.

The gross proceeds of the Concurrent Financing less: (i) 50% of the Cash Fee (as defined below) and (ii) the expenses of the Agent incurred in connection with the Concurrent Financing will be deposited in escrow at closing pending the satisfaction of the Escrow Release Conditions.  If (i) the Escrow Release Conditions are not satisfied on or before the escrow release deadline to be stipulated in the Subscription Receipt Agreement, or (ii) prior to such escrow release deadline, Panorama and/or Avisa advises the Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the escrowed funds shall be returned to the holders of the Subscription Receipts in accordance with the terms of the Subscription Receipt Agreement.

The Agent will be paid a cash commission equal to 8% of the proceeds raised under the Concurrent Financing (the "Cash Fee") and be issued such number of share purchase warrants (the "Agent's Warrants") as is equal to 8% of the Subscription Receipts sold under the Concurrent Financing.  Each Agent's Warrant will entitle the holder to acquire a Resulting Issuer Share at the Issue Price for a period of twenty-four months following the date of issuance.

The Concurrent Financing is currently anticipated to close in June 2020.

Each of Panorama and Avisa will bear their own costs in respect of the Proposed Transaction. 

Conditions to Closing

The completion of the Proposed Transaction is subject to the satisfaction of various conditions that are customary for a transaction of this nature, including but not limited to (i) execution of a definitive agreement (the "Definitive Agreement") on or prior to May 30, 2020; (ii) the completion of the Concurrent Financing; (iii) the approval by the directors and  shareholders (if required) of Panorama and Avisa, (iv) receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the Exchange; and (v) the completion of satisfactory due diligence by each of the parties. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all.

Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Definitive Agreement, Panorama and Avisa anticipate the Proposed Transaction will be completed on or before September 30, 2020.

As part of the LOI, Avisa and Panorama have agreed not to solicit or negotiate with any other entities in regard to a transaction similar to the Proposed Transaction.  In addition, the LOI contemplates that the directors and officers of Panorama and the directors, officers and material shareholders of Avisa would enter into support agreements whereby they will agree to vote their Panorama Shares or Avisa Shares, as applicable, in favour of the Proposed Transaction and matters ancillary thereto at any meeting of the Panorama Shareholders (as defined below) or Avisa shareholders called for such purpose. 

Sponsorship of the Qualifying Transaction

Sponsorship of a "Qualifying Transaction" of a CPC is required by the Exchange unless exempt therefrom in accordance with the Exchange's policies.  Given the size and nature of the Proposed Transaction, including the amount of the Concurrent Financing, Panorama intends to apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange. If the exemption is not granted by the Exchange, then Panorama would be required to engage a sponsor. 

Trading Halt

At the Company's request, trading in Panorama's Shares has been halted by the Exchange. Trading is expected to remain halted until, at the earliest, the completion of the Proposed Transaction.

The Resulting Issuer

Assuming the Concurrent Financing is fully subscribed, it is estimated that there will be approximately 60,735,874 Resulting Issuer Shares issued and outstanding immediately following closing of the Proposed Transaction (74,681,099 Resulting Issuer Shares on a fully-diluted basis), with existing Panorama Shareholders holding approximately 4.8% Resulting Issuer Shares (3.9% on a fully-diluted basis), former Avisa Shareholders holding approximately 77.2% Resulting Issuer Shares (62.8% on a fully-diluted basis) and subscribers under the Concurrent Financing holding approximately 18.0% Resulting Issuer Shares (14.6% on a fully-diluted basis).  

Upon completion of the Proposed Transaction, in is anticipated that all of the existing directors and officers of Panorama, other than Michael Thomson, will resign and the management and Board of Directors of the Resulting Issuer will include the persons identified below:

David S. Joseph – President, CEO, Co-Founder and Director – Santa Fe, NM

Mr. Joseph is a Co-Founder of Avisa and has 40 years of healthcare and life science management experience.  Mr. Joseph has been the co-founder and CEO of five companies (including Avisa) in medical technology, biomaterials and biopharmaceuticals. Mr. Joseph served as Chairman and CEO of Othera Pharmaceuticals (2003-2010) and co-founder of Orthovita Inc, a company where he also served as President and CEO (1999-2002). Stryker Corporation SYK acquired Orthovita in 2012 for US$350 million.  Prior to Orthovita, Mr. Joseph co-founded two medical device companies: Surgical Laser Technologies, Inc., which went public in 1989 and was acquired in 1992 by Photo Medix, and SITE Microsurgical Systems, which was acquired by Johnson & Johnson Corporation JNJ in 1983. He also has over 15 years of executive healthcare management experience. Mr. Joseph received the Greater Philadelphia Venture Group's Raymond Rafferty Entrepreneurial Excellence Award in May 2005 for having founded four successful venture-backed companies and for his influence on the ophthalmic and medical technology industries.

Mr. Joseph's past and present board appointments include two successful acquisitions: Animas Corporation, a diabetes insulin pump technology acquired by Johnson & Johnson for approximately US$515 million in 2006; and Morphotek Inc., a privately held biotechnology company acquired by Eisai Pharmaceuticals for approximately US$325 million in 2007. Mr. Joseph is currently a director of Allevi Inc, a 3D Bioprinting company. Past directorships include: Aspire Bariatics Inc., an obesity technology company; Seamless Medical Systems, a patient engagement and media company; HTH Worldwide, a privately held internet travel health insurance and information company; TLC Vision, a leader in Lasik surgery centers; Managed Healthcare Services, Inc.; The Jackson Laboratory Board of Governing Trustees; and King's College Board of Directors.  Mr. Joseph holds an MBA in Healthcare Administration degree from Xavier University.

Matt Culler – Vice President, Finance – San Diego, CA

Prior to joining Avisa, Mr. Culler was Vice President, Finance & Operations at xF Technologies, a venture-backed renewable chemistry start-up. Before his work at xF Technologies, Mr. Culler was a Principal at Sun Mountain Capital, one of the largest venture capital firms headquartered in the Southwest United States. Prior to Sun Mountain Capital, Mr. Culler participated in financings totaling over $2 billion as a Senior Analyst in the Private Equity Placements Group of Bank of America's investment banking business in New York City. Matt has a BBA in Finance with honors from the University of Texas at Austin.

Dr. Graham Timmins – Chief Science Advisor – Albuquerque, NM

Dr. Timmins is the Chief Science Officer and Founder of SpinCeutica. Dr. Timmins is an Associate Professor of Medicinal Chemistry, College of Pharmacy, at the University of New Mexico. Dr. Timmins is the co-inventor of the Company's patent portfolio. He received his Doctorate from the University of Leeds, UK in 1990 in drug design and did his post-doctoral work in free radical chemistry from 1991 to 1997 at the University of York, UK. Dr. Timmins was a Research Assistant Professor at the Dartmouth Medical School in New Hampshire from 1997 to 1999 and also served two years, 1999 to 2001 in the Medical Microbiology Department at the Medical School at the University of Cardiff, UK. He joined the faculty of the University of New Mexico in 2001. He has authored or co-authored over 50 publications, been awarded five patents with many pending, and is a recipient of several federal grants during his current tenure at the University of New Mexico.

David Karshmer – Senior Vice President, Product Development – Santa Fe, NM

Mr. Karshmer is a biomedical engineer and designer with over twenty years of experience in the development of innovative products and services for the healthcare markets. He has worked on products ranging from pediatric infusion pumps to bioreactors for cell line growth. Mr. Karshmer brings a deep interest in user-centered design and innovative technology to his work. He founded the IDEO Healthcare practice and has developed medical devices, products, and services for leading diversified healthcare companies including Advanced Cardiovascular Systems, Medtronic, Therox, Advanced Tissue Sciences, 3M Healthcare, Inhale, Eli Lilly, IVAC, Abbott Laboratories, Baxter Healthcare, Heartstream, Pfizer, Nellcor, Cerus and GlaxoWellcome. His work has produced numerous patents and design awards in fields ranging from insulin delivery to integrated cardiovascular health management. Mr. Karshmer holds degrees from University College London, and the University of California at San Diego.

Dr. Lisa Danzig, MD - Director – San Francisco Bay Area, CA

Dr. Danzig is a Co-founder and Managing Partner of Amicitiam Partners.  Dr. Danzig served as Chief Medical Officer of PaxVax, a company focused on specialty vaccines against existing and emerging infectious diseases.  Dr. Danzig joined PaxVax in early 2015 as a Special Advisor for Clinical and Medical Affairs, following 18 years with Novartis Vaccines and Diagnostics, most recently as Global Head of Medical & Scientific Affairs, Diagnostics (acquired by Grifols).

Dr. Danzig is an expert in vaccines.  She has contributed to the development of meningococcal vaccines (Menjugate®, Menveo® and Bexsero®) and has worked in Siena, Italy, Cambridge, MA and Hangzhou, China. During her two years as an Epidemic Intelligence Officer with the United States Centers for Disease Control and Prevention, she investigated outbreaks of healthcare associated infections and taught epidemiology in Cote d'Ivoire to district health officers in West Africa.

Dr. Danzig received her medical degree from Oregon Health Sciences University and completed residency and fellowship training in Internal Medicine and Infectious Diseases in San Francisco.  She is an independent director at OrSense, and serves on the boards of the Sustainable Sciences Institute and the Karuna Foundation and is an advisor to the Lemelson Foundation, Kernal and Pocket Patient MD.

Brian Birk – Director – Santa Fe, NM

Mr. Birk is currently Managing Partner at Sun Mountain Capital and has over 20 years of experience as an operating executive and investor. Mr. Birk co-founded Sun Mountain Capital in 2006, a private equity firm focused on the Southwest and Rocky Mountain regions in the USA. Since that time Sun Mountain has grown to be one of the largest private equity firms in the region, and currently manages direct investment funds and fund of funds vehicles. Prior to forming Sun Mountain Capital, Mr. Birk was a Vice President and Director of Private Equity at Fort Washington Capital Partners where he helped the firm establish and manage a number of private equity direct investment funds, secondary investment funds, and fund of funds programs. Mr. Birk also has previous experience at Boston Consulting Group, General Electric and GE Capital. Mr. Birk has a Master of Business Administration degree from the Kellogg School of Management at Northwestern University.

William Miller – Director – Santa Fe, NM

Mr. Miller is President of Miller Strategic Consulting, LLC, a consulting practice that invests in and actively participates in the management and development of start-up companies. He has co-founded some fifteen start-up companies, including Technicare Corporation where he served as Executive VP, CFO and Board Member, as well as Hitatchi Medical Systems of America where he was both on the Board of Directors and the Executive Steering Committee. He is currently a member of the board of InLight Solutions and Lumidigm Inc. in addition to SITE Santa Fe, Wasatch New Mexico Fund, Avalon Trust Company and the Santa Fe Art Institute. Mr. Miller received a BA in Philosophy from Ohio Wesleyan University and an MBA in Finance from the Booth School of Business at the University of Chicago, where he also serves on the school's Entrepreneurial Advisory Board.

J. Chuck Morrison – Director – Boston, MA

Mr. Morrison is a Global Business Development Executive with a successful track record negotiating and executing acquisitions, licensing deals, partnerships, and distribution deals. Mr. Morrison has 40 years of experience in Life Science, Biotechnology and Diagnostics, including 20 years of Corporate Business Development and 20 years of Operations Management. While at PerkinElmer Chuck managed numerous acquisitions and technology deals which drove the strategic growth of PerkinElmer's Life Science and Diagnostic businesses. As a senior member of the Diagnostic leadership team, that business grew from $70M to $400M in 7 years. Mr. Morrison has continued his career as an independent consultant, providing business development and management experience to small biotech companies. Mr. Morrison is also a Board member for GenePOC Inc., a privately owned company (part of the Debiopharm Group), that has developed a molecular diagnostic platform. Board duties include being active member of the Strategic Committee and the Audit Committee. Mr. Morrison has an MBA in Finance and Marketing from Boston University and a BA degree in Chemistry from the College of the Holy Cross in Worcester, MA, USA.

Thomas Morse – Director – Philadelphia, PA

Mr. Morse is a Managing Partner of Liberty Venture Partners, which he founded in 1996 following several years as a partner at Philadelphia Ventures. He brings a proven track record of successfully managing the growth of early stage medical technology and healthcare IT companies. Mr. Morse has acted as a director of numerous portfolio companies, including Animas, Nellcor, Acoustic Imaging Technologies Corporation, Ultracision, Coalescent Surgical, Adhezion BioMedical, Xanitos, and MEDecision. He received his BS in Mechanical Engineering from the United States Naval Academy and then served as a nuclear submarine officer before earning an MBA in finance from the Wharton School at the University of Pennsylvania. Mr. Morse is a CFA charterholder.

Michael G. Thomson – Director – Ottawa, ON

Mr. Thomson has nearly 40 years of experience in the securities industry, as a lawyer, regulator, investment banker, Vice President with two securities dealers and an entrepreneur. Mr. Thomson has been the President and principal of Independent Capital Partners Inc., a corporate finance consulting and advisory company, since May 1998. Mr. Thomson has been the founder or co-founder of a number of capital pool companies that have completed arm's length business combinations and Qualifying Transactions with various private companies. Mr. Thomson is currently a director of Panorama Capital Corp. PANO, good natured Products Inc. GDNP, VR Resources Ltd. VRR and GR Silver Mining Ltd. GRSL. Mr. Thomson obtained a Bachelor of Law degree from the University of Ottawa in 1983.

New Incentive Stock Option Plan

Following completion of the Transaction, the Resulting Issuer is expected to implement a new incentive stock option plan, the terms and conditions of which will be implemented and determined by the board of directors of the Resulting Issuer.

General

Other than adjustments required to reflect the Consolidation, none of the terms of any outstanding securities of Panorama would be amended and the Resulting Issuer will honour all of Panorama's existing obligations to issue securities, including, without limitation, the share purchase warrants issued in connection with Panorama's initial public offering and all outstanding stock options.  In addition, Avisa share purchase warrants and incentive stock options outstanding immediately prior to the completion of the Proposed Transaction are expected to be adjusted for the Split and converted into similar securities of the Resulting Issuer.

The approval of the holders of Panorama Shares (the "Panorama Shareholders") is not anticipated to be required to approve the Proposed Transaction.  However, in connection with the Proposed Transaction, Panorama does anticipate seeking shareholder approval to, among other things, amend its notice of articles and articles to amend the special rights and restrictions applicable to the Panorama Shares and to create a new class of restricted voting securities required to be created in connection with Proposed Transaction.  A notice of meeting and information circular pertaining to such matters will be provided to Panorama Shareholders in due course.  It is currently anticipated that the meeting of Panorama Shareholders will be held in the third quarter of 2020.

About Panorama Capital Corp.

Panorama is a CPC that completed its initial public offering and obtained a listing on the Exchange in June 2019 (trading symbol: "PANO.P").  Prior to entering into the LOI, Panorama did not carry on any active business activity other than reviewing potential transactions that would qualify as Panorama's Qualifying Transaction.  As at November 30, 2019, Panorama had cash on hand of $547,892.

About Avisa Pharma Inc.

Established in 2010 and based in Santa Fe, New Mexico, Avisa Pharma Inc.  is a clinical stage medical device company that is developing a drug/device novel biomarker technology platform that enables rapid point-of-care detection of virulent bacterial pathogens within 10 minutes after the patient inhales or ingests its proprietary drug substrates. Avisa has sponsored investigator lead pilot clinical trials in cystic fibrosis, tuberculosis and community acquired pneumonia with positive safety and clinical efficacy results.  Avisa will seek two FDA Investigational Device Exemptions for its pivotal trials in Community/Hospital Acquired Pneumonia (CAP/HAP) and Ventilator Associated Pneumonia (VAP) upon completion of manufacture of the AV-U13 drug product and the portable AVISAR™ laser spectrometer. The Company has recently been issued a US patent for its new biomarker for detection of Clostridium difficile (C.diff) infections which are often caused by the overuse of broad spectrum antibiotics.  Avisa currently has 11 patents issued and registered and 3 patents pending. Avisa is led by an experienced management team with a proven track record.

The principal equity shareholders of Avisa are (a) NMSIC Focused LLC which owns approximately 15.9% and (b) Milagro Group LLC which owns approximately 7.4%.

Disclosure of certain financial information concerning Avisa and the Resulting Issuer will be available in the disclosure document prepared by Panorama and Avisa in connection with the Proposed Transaction.

All information in this Press Release relating to Avisa is the sole responsibility of Avisa. Management of Panorama has not independently reviewed this disclosure nor has Panorama's management hired any third party consultants or contractors to verify such information.

About Global Emerging Markets

Global Emerging Markets ("GEM") is a US$3.4 billion alternative investment group that manages a diverse set of investment vehicles focused on emerging markets across the world and have completed 370+ transactions in 70 countries. GEM's investment vehicles provide the group and its investors with a diversified portfolio of asset classes that span the global private investing spectrum. Its family of funds and investment vehicles provide GEM and its partners with exposure to Small-Mid Cap Management Buyouts, Private Investments in Public Equities (PIPEs) and select venture investments. GEM's funds include the CITIC-GEM Fund (matured in December 2015), Kinderhook Industries (GP and LP non-voting stakes), GEM Global Yield LLC SCS, GEM India and VC Bank/GEM Mena Fund (GEM exited both its GP and LP stakes in these funds in 2015 and 2010, respectively).

All information in this Press Release relating to GEM and GEM Global is the sole responsibility of GEM. Management of Panorama has not independently reviewed this disclosure nor has Panorama's management hired any third party consultants or contractors to verify such information.

Cautionary Note

As noted above, completion of the Proposed Transaction is subject to a number of conditions including, without limitation, approval of the Exchange, approval of the shareholders of Avisa and Panorama and completion of the Concurrent Financing.  Where applicable, the Proposed Transaction cannot close until the required approvals have been obtained.  There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the continuous disclosure document containing full, true and plain disclosure regarding the Proposed Transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of the Company, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.  The trading in the securities of Panorama on the Exchange, if reinstated prior to completion of the Proposed Transaction, should be considered highly speculative. 

ON BEHALF OF THE BOARD OF DIRECTORS:

Michael G. Thomson
President, Chief Executive Officer, Corporate Secretary and Director

Email:   cpc.thomson@icloud.com
Phone: (604) 312-4777

Disclaimer for Forward-Looking Information

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Panorama's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of Panorama, Avisa, and the Resulting Issuer, the Concurrent Financing, the Proposed Transaction (including Exchange approval and the closing of the Proposed Transaction) and the board of directors and management of the Resulting Issuer upon completion of the Proposed Transaction. Such statements and information reflect the current view of Panorama. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following risks:

• there is no assurance that the Concurrent Financing will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Concurrent Financing. In particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour;
  
  
• there is no assurance that Panorama and Avisa will obtain all requisite approvals for the Proposed Transaction, including the approval of their respective shareholders (if required), or the approval of the Exchange (which may be conditional upon amendments to the terms of the Proposed Transaction);
  
  
• following completion of the Proposed Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations. Financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer;
  
  
• new laws or regulations could adversely affect the Resulting Issuer's business and results of operations; and
  
  
• the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance.

There are a number of important factors that could cause Panorama's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of Panorama; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, fluctuations in commodity prices, and general market and industry conditions.

Panorama cautions that the foregoing list of material factors is not exhaustive. When relying on Panorama's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Panorama has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF PANORAMA AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE PANORAMA MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

This press release is not an offer of the securities for sale in the United States.  The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.  Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

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.

SOURCE Panorama Capital Corp.