TORONTO, Feb. 10 /CNW/ -- TSX-V: BMR.H TORONTO, Feb. 10 /CNW/ -
Bradmer Pharmaceuticals Inc. ("Bradmer" or the "Company") today
announced its 2010 fourth quarter and fiscal year operational and
financial results. Operational Highlights The Company
announced today that it had entered into a letter of intent with P1
Energy Corp. dated February 9, 2011 to complete a business
combination. P1 Energy is a private company based in Calgary,
Alberta, with interests in 15 oil and gas properties located in
Colombia. Upon completion of the transaction, the combined entity
will carry on the business of P1 Energy, which is the exploration
for, and development and production of, oil and gas in Colombia. It
is currently contemplated that the transaction will be completed by
way of an amalgamation between Bradmer and P1 Energy (the
amalgamated entity being referred to herein as the "Resulting
Issuer"). The transaction is an arm's length transaction and will
constitute a reverse take-over under the policies of the TSX
Venture Exchange. It is anticipated that the Resulting Issuer will
be named "P1 Energy Corp." or such other name as may be determined
by P1 Energy. Bradmer currently has 19,659,726 common shares issued
and outstanding, as well as 499,000 stock options and 3,512,731
warrants (23,671,457 common shares on a fully-diluted basis). Under
the amalgamation, the common shares of Bradmer will be exchanged
for common shares of the Resulting Issuer on a 13.6364 for one
basis (i.e., one common share of the Resulting Issuer will be
issued in exchange for every 13.6364 common shares of Bradmer). The
exchange ratio is based on a deemed price of CDN$0.22 per common
share of Bradmer and a deemed price of CDN$3.00 per common share of
P1 Energy. P1 Energy currently has 146,413,171 common shares issued
and outstanding, as well as 9,600,621 options, 4,583,500
performance warrants, 2,977,929 warrants, convertible debentures
(convertible into 7,350,012 common shares, subject to adjustment
depending on the date of completion of the Transaction) and
obligations to issue up to 2,843,600 common shares pursuant to
asset acquisition agreements (173,768,834 common shares on a
fully-diluted basis). Under the amalgamation, each common share of
P1 Energy will be exchanged for one common share of the Resulting
Issuer. All outstanding convertible securities of Bradmer and P1
Energy (including all outstanding options and warrants) will be
exchanged, subject to regulatory approval, for convertible
securities of the Resulting Issuer having economically equivalent
terms and conditions. Following the completion of the transaction
(based on the outstanding share capital of each of Bradmer and P1
Energy as of the date hereof), approximately 147,854,880 common
shares will be issued and outstanding (175,504,734 common shares on
a fully-diluted basis). Bradmer shareholders will hold common
shares representing approximately 1% of the outstanding common
shares of the Resulting Issuer following the completion of the
Transaction. The letter of intent is non-binding with respect to
commercial terms, but includes binding obligations typical in the
circumstances, including those relating to a period of exclusive
dealing and confidentiality. The proposed transaction is subject to
a number of terms and conditions, including the entering into by
the parties of a definitive agreement with respect to the
transaction (such agreement to include representations, warranties,
conditions and covenants typical for a transaction of this nature),
the completion of satisfactory due diligence investigations, the
approval of the directors of each of Bradmer and P1 Energy, the
approval of the shareholders of Bradmer, the approval of the
shareholders of P1 Energy and the approval of the TSX-Venture
Exchange and other applicable regulatory authorities. Financial
Results Amounts in US dollars, unless specified otherwise, and
results expressed in accordance with Canadian Generally Accepted
Accounting Principles (Canadian GAAP). For the year ended December
31, 2010, the Company recorded a net loss of $467,000 or $0.03 per
common share based on the weighted average outstanding shares of
14,682,445 during the year, compared to a net loss of $5,476,000 or
$0.49 per common share for the year ended December 31, 2009 based
on the weighted average outstanding shares of 11,157,746. The
decreased loss in 2010 related to the dormancy of the Company in
2010 as well as the reduction in the Company's staffing and
administrative functions during 2009. Research and
development expenses totalled $121,000 in fiscal 2010, compared to
$2,326,000 in fiscal 2009. Patent maintenance expenses and related
legal fees amounted to $80,000 in 2010. The material
components of research and development expenses in 2009 were drug
manufacturing of $514,000 and clinical research organization
charges of $658,000. Compensation, severance and contractual
termination costs for ten employees, all of whom were terminated,
amounted to $754,000 in 2009. General and administrative expenses
were $386,000 in 2010 compared to $2,446,000 in the prior
year. There were no compensation costs in 2010 compared with
$1,208,000 in 2009. Compensation in 2009 included severance
and contractual termination costs for eight employees. The
Chief Executive Officer continues to serve on a consultancy basis
without cash compensation and the Chief Financial Officer continues
to serve on a consultancy basis and receives a per diem fee.
Major expenses in 2010 consisted of consultant's fees of $143,000,
legal fees of $69,000 and insurance premiums of $60,000. Fourth
Quarter Results For the three-month period ended December 31, 2010,
Bradmer recorded a net loss of $117,000, or $0.01 per common share
based on the weighted average outstanding shares of
19,659,726. This compares to a net loss of $800,000, or $0.13
per common share for the three months ended December 31, 2009 based
on the weighted average outstanding shares of 6,026,627.
Research and development expenses for the fourth quarter of 2010
were $72,000, compared with $36,000 in the same period of 2009.
Patent maintenance expenses and related legal fees amounted to
$65,000 in the fourth quarter of 2010. General and administrative
expenses were $85,000 in the fourth quarter of 2010, compared with
$760,000 in 2009. At December 31, 2010, the Company had working
capital of $1,491,000, as compared to $810,000 at December 31,
2009. Available cash was $1,525,000 at December 31, 2010,
compared to $860,000 at December 31, 2009. The increase was
primarily due to the two private placement financings offset by the
operating loss incurred in the year. As at February 10, 2011, there
were 19,659,726 common shares, warrants to purchase 3,512,731
common shares and options to purchase 499,000 common shares
outstanding. Additional information about the Company, including
the MD&A and financial results may be found on SEDAR at
www.sedar.com. About Bradmer Pharmaceuticals Inc.
(www.bradmerpharma.com) Bradmer Pharmaceuticals' lead clinical
candidate, Neuradiab, was developed at Duke University Medical
Center as a proprietary therapy for a particularly aggressive form
of brain cancer, glioblastoma multiforme (GBM). Neuradiab was
granted Orphan Drug Status by both the U.S. Food and Drug
Administration and the European Medicines Agency. Bradmer
suspended enrolment of primary GBM patients in its Phase III
multi-center clinical trial of Neuradiab in the first quarter of
2009. The Company seeks a change in business during the
coming months. Bradmer Pharmaceuticals Inc.'s common shares have
not been registered under the Securities Act of 1933, as amended
(the "Securities Act") or any state regulatory agency in the United
States. The resale or transfer by a U.S. investor of such
common shares of Bradmer Pharmaceuticals Inc. is subject to the
requirements of Rule 904 of Regulation S of the Securities Act or
such other applicable exemption thereunder, and other applicable
state securities laws. Except for historical information, this news
release may contain forward-looking statements, which reflect the
Company's current expectation regarding future events. These
forward-looking statements involve risk and uncertainties, which
may cause but are not limited to, changing market conditions, the
establishment of corporate alliances, the impact of competitive
products and pricing, new product development, uncertainties
related to the regulatory approval process and other risks detailed
from time to time in the Company's ongoing quarterly and annual
reporting. Financial results are included below: Bradmer
Pharmaceuticals Inc. Balance Sheets US $ December 31, December 31,
2010 2009 Assets Current Cash $ 1,524,972 $ 860,460 Amounts
receivable 10,169 1,944 Prepaid expenses and other assets 7,530
14,246 $ 1,542,671 $ 876,650 Liabilities Current Accounts payable
and accrued $ 51,929 $ 66,225 liabilities Shareholders' Equity
Capital stock 2,176,685 1,076,755 Warrants 814,679 783,988
Contributed surplus 1,491,566 1,474,503 Deficit (2,992,188)
(2,524,821) 1,490,742 810,425 $ 1,542,671 $ 876,650 Bradmer
Pharmaceuticals Inc. Statements of Operations and Deficit US $
Three Months Ended Three Months Ended Year Ended Year Ended
December 31, 2010 December 31, 2009 December 31, 2010 December 31,
2009 Expenses Research & $ $ $ $ development 71,634 36,179
120,910 2,325,564 General & administration 85,040 760,041
386,216 2,445,979 Foreign exchange (39,253) 4,183 (38,741) 8,535
(gain)/loss 117,421 800,403 468,385 5,500,340 Interest income 225
247 1,018 24,164 Net loss (117,196) (800,156) (467,367) (5,476,176)
Deficit at beginning of (2,874,991) (1,724,665) (2,524,821)
(25,665,493) period Deficit at $ $ $ $ end of (2,992,188)
(2,524,821) (2,992,188) (2,524,821) period Basic and $ $ $ $
diluted net loss (0.01) (0.13) (0.03) (0.49) per share Weighted
average 19,659,726 number of shares 6,026,627 14,682,445 11,157,746
Bradmer Pharmaceuticals Inc. Statements of Cash Flows US $ Three
Months Three Months Ended Year Ended Year Ended Ended December 31,
December 31, 2009 December 31, December 31, 2009 2010 2010 Cash
flows from operating activities Net $ $ $ (5,476,176) loss for
(117,196) (800,156) (467,367) the period Add item not affecting
cash Stock-based 2,050 384,942 17,063 339,352 compensation
(115,146) (415,214) (450,304) (4,416,562) Changes in non-cash
working capital items Amounts 10,576 receivable (3,713) 3,704
(8,225) Prepaid 12,286 17,021 6,716 12,912 expenses Accounts
(1,528,353) payable and 34,005 (188,087) (14,296) accrued
liabilities (72,568) (582,576) (466,109) (5,921,427) Cash flows
from financing activities Issuance of 1,130,621 capital - - stock,
net of - share issue costs Repurchase of - - - (1,454,360) common
shares - 1,130,621 (1,454,360) - Increase / (582,576) (7,384,995)
(Decrease) in (72,568) 664,512 cash during the period Cash at
1,443,036 860,460 8,245,455 beginning 1,597,540 of period Cash at $
860,460 1,524,972 860,460 end of $ 1,524,972 $ $ period To view
this news release in HTML formatting, please use the following URL:
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tabletr valign="top"td align="left"Bradmer Pharmaceuticals Inc.br/
Alan Ezrin, PhDbr/ President & Chief Executive Officerbr/
Phone : (305) 929-3125br/ E-mail : a
href="mailto:aezrin@bradmerpharma.com"aezrin@bradmerpharma.com/abr/
Internet: a
href="http://www.bradmerpharma.com/"www.bradmerpharma.com/a/td td
align="left" valign="top"Investor Relationsbr/ Ross Marshallbr/ The
Equicom Group Inc.br/ Phone: (416) 815-0700 (Ext. 238)br/ Fax:
(416) 815-0080br/ E-mail: a
href="mailto:rmarshall@equicomgroup.com"rmarshall@equicomgroup.com/a/td/tr/table
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