Press release Communiqué de presse

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Press release Communiqué de presse

February 3, 2021 3 February, 2021

Sernova Corp. Announces C$10 Million Bought Deal Offering of Units

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

LONDON, ONTARIO – February 3, 2021 – Sernova Corp. (“Sernova” or the “Company”) (TSX-V: SVA) (OTCQB: SEOVF) (FSE: PSH), a leading clinical-stage regenerative medicine therapeutics company, is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. and Leede Jones Gable Inc., as the co-lead underwriters (together, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a bought-deal basis, 8,350,000 units of the Company (the “Units”) at a price of C$1.20 per Unit (the “Issue Price”) for gross proceeds to the Company of approximately C$10,020,000 (the “Offering”).

Each Unit will consist of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $1.70 (the “Exercise Price”) at any time up to 24 months following Closing Date (as defined below). The expiry date of the Warrants may be accelerated by the Company at any time if the volume weighted average price of the Common Shares on the TSX Venture Exchange (the “Exchange”) is greater than $3.05 for any ten (10) consecutive trading days, at which time the Company may accelerate the expiry date of the Warrants by providing notice to holders of Warrants, whereupon the Warrants will expire not less than 30 days after the date of such notice.

The Company has granted the Underwriters an option (the “Over-Allotment Option”), exercisable in part or in whole at the Underwriters’ discretion, at any time until thirty (30) days following the Closing Date, to purchase up to the number of additional Units equal to 15% of the aggregate number of Units sold in the Offering to cover over-allotments, if any.

The Offering will be completed (i) by way of a short form prospectus to be filed in those provinces of Canada other than Quebec as the Underwriters and the Company may designate pursuant to National Instrument 44- 101 – Short Form Prospectus Distributions, (ii) on a private placement basis in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and applicable U.S. state securities laws, and (iii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company’s securities under domestic or foreign securities laws.

The net proceeds of the Offering will be used to advance the Company’s clinical development program, including its US Phase I/II Cell Pouch clinical trial, expand Sernova’s research and development programs, including our local immune protection technologies for the Cell Pouch, as well as for working capital and general corporate purposes.

The Underwriters shall be paid (i) a commission (the “Cash Commission”) equal to 6.5% of the aggregate gross proceeds of the Offering payable in cash or Units, or any combination thereof, at the option of the Underwriters and (ii) warrants (the “Underwriters’ Warrants”) exercisable at any time up to 24 months following Closing Date to acquire the number of Units equal to 6.5% of the aggregate number of Units issued pursuant to the Offering, at an exercise price equal to the Issue Price, other than up to C$500,000 of Units subscribed for by investors introduced to the Offering by the Company, in which case both the Cash Commission and the Underwriters’ Warrants will be reduced to 2.0%. Additionally, the Company shall pay the Underwriter’s a corporate finance fee payable in Units equal to 2.0% of the aggregate number of Units issued pursuant to the Offering.

The closing of the Offering is expected to occur on or about February 24, 2021 (the “Closing Date”) and is subject to the Company receiving all necessary regulatory approvals, including the approval of the Exchange.

The securities referred to in this press release have not been, nor will they be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This press release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

About Sernova Corp.

Sernova is developing regenerative medicine therapeutic technologies using a medical device and immune protected therapeutic cells (i.e., human donor cells, corrected human cells, and stem cell-derived cells) to improve the treatment and quality of life of people with chronic metabolic diseases such as insulin-dependent diabetes, blood disorders including hemophilia, and other diseases treated through replacement of proteins or hormones missing or in short supply within the body. For more information, please visit www.sernova.com.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Dominic Gray

Sernova Corp

T: (519) 858-5126

dominic.gray@sernova.com

www.sernova.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Cautionary Statement Regarding Forward-Looking Information

This press release contains ‘forward-looking information’ within the meaning of applicable Canadian securities legislation. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “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 Sernova’s current belief or assumptions as to the outcome and timing of such future events. Forward looking information in this press release includes information with respect to the Offering, including the timing and ability of the Company to close the Offering, receipt of all regulatory and stock exchange approvals, the exercise of various convertible securities and the intended use of proceeds by the Company. Forward-looking information is based on reasonable assumptions that have been made by Sernova at the date of the information and is subject to known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking information. Examples of such risk factors include: the inability of the Company to close the Offering or to obtain all necessary Exchange and regulatory approvals; credit; market (including equity, foreign exchange and interest rate); liquidity; operational (including technology and infrastructure); reputational; insurance; strategic; regulatory; legal; environmental; capital adequacy; the general business and economic conditions in the regions in which the Company operates; the ability of the Company to execute on key priorities, including the successful development of its product candidates, and strategic plans and to attract, develop and retain key executives; the ability to implement business strategies and pursue business opportunities; disruptions in or attacks (including cyber-attacks) on the Company's information technology; the failure of third parties to comply with their obligations to the Company or its affiliates; the impact of new and changes to, or application of, current laws and regulations governing the Company’s business; dependence on key suppliers; granting of permits and licenses; increased competition; changes in foreign currency rates; increased funding costs and market volatility due to market illiquidity and competition for funding; the availability of funds and resources to pursue operations; critical accounting estimates and changes to accounting standards, policies, and methods used by the Company; the occurrence of natural and unnatural catastrophic events and claims resulting from such events; risks related to COVID-19 including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, nonessential business closures, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, economic activity, financing, supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession; as well as those risk factors disclosed under the heading “Risk and Uncertainties” in the Company’s annual MD&A (dated February 1, 2021) for the years ended October 31, 2020 and 2019, which has been filed on SEDAR and is available under the Company’s profile at www.sedar.com. Given these risks, uncertainties and assumptions, you should not unduly rely on these forward-looking statements. The forward-looking information contained in this press release is made as of the date hereof, and Sernova is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The foregoing statements expressly qualify any forward-looking information contained herein.