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Thermo Fisher Scientific - Chemical Products

Parnell Pharmaceuticals Holdings Ltd Announces Proposed Rights Offering

Saturday, December 03, 2022

Parnell Pharmaceuticals Holdings Ltd (OTC Pink® Open Market: PARNF) ("Parnell") announced its intention to raise US$4.0 million through a backstopped rights offering at no charge (the "Rights Offering") for qualifying shareholders of record as of December 6, 2022 (the "Record Date"). The Rights Offering will be fully backstopped by existing investors DW Healthcare Partners V, L.P. and DW Healthcare Affiliates V, L.P. (collectively, "DW Healthcare Partners") subject to the terms and conditions of the backstop agreement as more fully described in the offering circular issued in connection with the Rights Offering on December 6, 2022 (the "Offering Circular").

Under the proposed Rights Offering, Parnell plans to distribute to qualifying shareholders on the Record Date non-transferable subscription rights entitling the holder of such right to subscribe for a fixed number of Parnell's ordinary shares of common stock ("Ordinary Shares") at a subscription price per share of US$0.075. The subscription rights may be exercised only during the anticipated subscription period of Tuesday, December 6, 2022 through 5:00 PM (Eastern Time) on Thursday, January 5, 2023 (subject to any extension or cancellation on the terms of the Offering Circular).

Subject to the terms and conditions of the backstop agreement, DW Healthcare Partners will backstop the Rights Offering and has agreed to purchase all the Ordinary Shares that are not subscribed for by other shareholders of Parnell at the same subscription price under the Rights Offering, US$0.075.

The securities described above will be offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from such registration requirements.

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law or regulation.

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