Vancouver, British Columbia
/ ACCESSWIRE / June 5, 2014 / Technical
Ventures RX Corp. ("Technical")
(TSX-V: "TIK.P")
announces the following updates in connection with its
Qualifying Transaction, as previously announced on May 14, 2013,
July 25, 2013, October 31, 2013, February 24, 2014, and March 10,
2014. Technical has entered into a letter of engagement with
Wolverton Securities Ltd. ("Wolverton"), in connection with a
proposed brokered equity financing (the "Offering"). The Offering is
expected to be completed pursuant to TSX Venture Exchange Policy
4.6 Public Offering by
Short Form Offering Document ("TSX-V Policy 4.6"). A short form
offering document will be prepared and filed by Technical pursuant
to TSX-V Policy 4.6 in due course. Under the Offering, Wolverton
will assist Technical on a commercially reasonable efforts basis,
to find subscribers for a minimum of 10,000,000 common shares and
up to a maximum of 20,000,000 common shares of Technical at a price
of $0.10 per common share (minimum of 2,000,000 common shares and a
maximum of up to 4,000,000 common shares at an issue price of $0.50
per common share after giving effect to the Consolidation described
below) for minimum gross proceeds of $1,000,000 and maximum gross
proceeds of $2,000,000.
In consideration for its
services under the Offering, Wolverton will receive a commission
equal to 8% of the gross proceeds received from the sale of the
common shares, payable in cash, common shares or any combination
thereof at the discretion of Wolverton. Technical will also grant
to Wolverton an agent's option entitling Wolverton to purchase such
number of common shares equal to 8% of the aggregate number of
common shares sold under the Offering at an exercise price of $0.10
per common share for a period of five years from the date of
closing of the Offering.
Wolverton will also be paid a
corporate finance fee and will also be reimbursed for all
reasonable expenses incurred with respect to the
Offering.
The Offering will be completed
immediately in advance of the plan of arrangement contemplated
under the Agreement below. All common shares and agents options to
be issued in connection with the Offering will be exchanged into
securities of the resulting issuer subject to the Consolidation, as
described below.
The net proceeds from the
Offering will be used by the resulting issuer primarily for the
purposes of launching a phase 2 clinical trial in
Canada of its lead product, ACP-01, in treating critical limb
ischemia and for general working capital purposes.
Qualifying
Transaction Update
Technical announces it has
executed an amendment to the original Plan of Arrangement Agreement
dated July 19, 2013 ("Agreement"), as
amended, whereby the outside closing date for the transaction
("Transaction") has
been extended to August 31, 2014. The Agreement was also amended to
reduce the concurrent financing to be completed by Technical from
$4,000,000, which was a condition precedent in the original
Agreement in favour of Theravitae Inc.
("TVI"), to a minimum
of $1,000,000. The financing was reduced as a result of TVI's
Private Placements, as described below, being oversubscribed in
that an aggregate of $4,020,696 was raised and which exceeds the
$1,000,000 financing referred to in Technical's news release dated
May 14, 2013.
The Agreement involves, among
other things, the consolidation of Technical's issued and
outstanding common shares on the basis of one post-consolidation
common share for every five common shares issued and outstanding
("Consolidation"),
resulting in an aggregate issuance of 1,000,000 common shares to
Technical shareholders. Each outstanding Technical
stock option or agents' option
shall also be subject to the Consolidation, resulting
in an aggregate issuance of 160,000 post-Consolidation
options to Technical option holders.
Under the Agreement, TVI shall
consolidate its outstanding securities on a one for ten basis
(the "Exchange
Ratio") and the following exchange of
securities with the resulting issuer
("Resulting
Issuer") will occur on the effective date
of the Transaction:
-
(a)Each
outstanding TVI common share shall be
exchanged pursuant to the Exchange Ratio, resulting in an aggregate
issuance of 55,662,119 post-Consolidation Resulting Issuer common
shares to TVI shareholders at a deemed issue price of $0.50 per
common share and resulting in a deemed transaction value of
$27,831,059 for TVI.
-
(b)Each
outstanding TVI stock option
shall be exchanged pursuant to the Exchange Ratio,
resulting in an aggregate issuance of 4,660,000 post-Consolidation
Resulting Issuer stock options.
-
(c)Each
outstanding TVI warrant shall be exchanged pursuant to the Exchange
Ratio, resulting in an aggregate issuance of 805,978
post-Consolidation Resulting Issuer warrants.
Subject to applicable regulatory
approval, the Resulting Issuer will be named Hemostemix Inc. on
completion of the Transaction.
Pro Forma Share
Capital of the Resulting Issuer
After giving effect to the
Transaction and completion of the minimum Offering, the Resulting
Issuer is expected to have approximately 58,662,119
post-Consolidation common shares outstanding. This figure may
change slightly if TVI issues additional common shares under the
Private Placements, as described below, prior to the closing date
of the Transaction.
Update Regarding Directors and Officers of the
Resulting Issuer
In addition to the other
directors and officers announced in Technical's news release dated
May 14, 2013, Technical also announces that Victor Redekop of
Calgary, Alberta will be appointed as a director of the Resulting
Issuer. Technical also announces that Bill Baker, currently a
director and officer of TVI and a proposed director, Chairman, and
Chief Executive Officer of the Resulting Issuer, will also serve as
the Corporate Secretary of the Resulting Issuer.
Victor Redekop, C.A., has over 35
years of international executive management experience. Mr. Redekop
is an Officer, Director and Principal of Simmons Group Inc., an oil
and gas drilling company with operations in Asia, Europe and
Africa. Mr. Redekop was a co-founder of a gas transmission company,
owned and operated for over 25 years. The transmission line
serviced the Alberta oil sands, particularly Syncrude and Suncor.
The line was subsequently sold to TransCanada Pipelines. Mr.
Redekop was a co-founder and principal in the privatization of the
Kazakhstan oil field which became the basis of Nations Energy Ltd.,
which was subsequently sold to a Chinese consortium. Most recently,
Mr. Redekop was a co-founder of Bankers Petroleum Ltd. Mr. Redekop
has been a Director of several public and private companies
including Simmons Group Inc., Nations Energy Ltd., Bankers
Petroleum Ltd. and BNK Petroleum Ltd.
TheraVitae Inc.
Operational Update
Theravitae Inc.
("TVI") is a
clinical-stage Canadian company developing and commercializing
innovative, autologous (patient's own), blood-derived cell
therapies to treat a variety of medical disorders not adequately
addressed by current treatments. TVI is preparing to launch a phase
2 clinical trial in Canada of its lead product, ACP-01, for the
treatment of critical limb ischemia.
Since July 2013, TVI has
closed multiple private placements (collectively, the
"Private
Placements") consisting of the issuance
of 80,413,920 common shares at an issue price of $0.05 per common
share (8,041,392 post-Consolidation common shares of the Resulting
Issuer at a price of $0.50 per common share after giving effect to
the Exchange Ratio) for gross proceeds to TVI of $4,020,696 (of
which $2,582,750 was raised in 2014). In connection with the
Private Placements, TVI paid an aggregate of $288,655 in cash
commissions to certain arm's length finders and agents who assisted
in raising the funds. TVI also issued 5,917,314 warrants to the
finders and agents entitling them to acquire an aggregate 5,917 314
common shares of TVI at $0.05, (591,731 post-Consolidation warrants
of the Resulting Issuer exercisable at $0.50 per warrant after
giving effect to the Exchange Ratio) within 60 months of closing
the Transaction.
After giving effect to Private
Placements, TVI currently has 556,621,193 common shares and
8,059,790 warrants outstanding. Each warrant is exercisable into
common shares of TVI at prices ranging from $0.05 to $1.00, on a
pre-Transaction basis, and expiring between one to five years from
closing date of the Transaction.
TVI Financial
Summary
The following table sets out
selected financial information from TVI's draft management prepared
financial statements as at December 31, 2013 and 2012 and reflects
its status as an emerging biotechnology company. The
information provided herein should be read in conjunction with
such financial statements, which have been prepared in
accordance with IFRS, and which will be updated
and included in the information circular being
prepared in connection with the Transaction, which
information circular will be sent to shareholders and filed on
Sedar.
--------------------------------------------
| |Year Ended |Year Ended |
| |December 31,|December 31,|
| |2013 |2012 |
| | | |
|------------------------------------------|
|TotalAssets |$816,598 |$510,594 |
|------------------------------------------|
|TotalLiabilities|$197,698 |$160,705 |
|------------------------------------------|
|Deficit |$14,334,027 |$12,849,671 |
|------------------------------------------|
|Working Capital |$423,730 |$185,373 |
|------------------------------------------|
|Revenues |Nil |Nil |
|------------------------------------------|
|Expenses |$1,455,793 |$1,106,646 |
|------------------------------------------|
|NetEarnings |($1,484,356)|($1,676,240)|
|(Loss) | | |
--------------------------------------------
Sponsorship of
Qualifying Transaction
Sponsorship of a qualifying
transaction of a capital pool company is required by the TSX-V
unless exempt in accordance with TSX-V policies. The Corporation
intends to apply for an exemption from the sponsorship
requirements. There is no assurance that the Corporation will
ultimately obtain an exemption from sponsorship
Reinstatement to
Trading
The common shares of Technical will
remain halted pending receipt by the TSX-V of certain required
materials from Technical and until Technical engages a sponsor or a
sponsorship exemption is granted.
Description of
Significant Conditions to Closing
Completion of the
Transaction is subject to a number of conditions, as noted above.
There can be no assurance that the Transaction will be completed as
proposed or at all.
Investors are cautioned that,
except as disclosed in the management information circular or
filing statement to be prepared in connection with the Transaction,
any information released or received with respect to the
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.
For further
information please contact:
Technical Ventures RX Corp.
David Wood,
President and Chief Executive
Officer
Phone: (604)
720-7307
Neither
the TSX Venture Exchange, Inc. nor its Regulation Service Provider
(as that term is defined under the policies of the TSX Venture
Exchange) has in any way passed upon the merits of the Arrangement
and associated transactions and has neither approved nor
disapproved of the contents of this press release.
Cautionary and Forward-Looking
Statements:
This news release contains
forward-looking statements and
forward-looking information within the
meaning of applicable securities laws. These statements relate to
future events or future performance. All statements other than
statements of historical fact may be forward-looking statements or information.
Forward-looking statements and information
are often, but not always, identified by the use of words such
as "appear",
"seek", "anticipate", "plan", "continue", "estimate",
"approximate", "expect", "may", "will", "project", "predict",
"potential", "targeting", "intend", "could", "might", "should",
"believe", "would" and similar expressions.
More particularly and without
limitation, this news release contains forward-looking statements and information
concerning the expected results of the Transaction; anticipated
closing dates of the Transaction; the closing of the Offering and
the anticipated timing thereof and the expected use of proceeds
from the Offering. The forward-looking statements and information
are based on certain key expectations and assumptions made by
management of Technical, including project development and overall
business strategy. Although management of Technical believes that
the expectations and assumptions on which such forward looking
statements and information are based are reasonable, undue reliance
should not be placed on the forward-looking statements and information
since no assurance can be given that they will prove to be
correct.
Forward-looking statements and
information are provided for the purpose of providing information
about the current expectations and plans of management of Technical
relating to the future. Readers are cautioned that reliance on such
statements and information may not be appropriate for other
purposes, such as making investment decisions. Since
forward-looking statements and information
address future events and conditions, by their very nature they
involve inherent risks and uncertainties. The
forward-looking statements and information
contained in this news release are made as of the date hereof and
no undertaking is given to update publicly or revise any
forward-looking statements or information,
whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws or the TSX Venture
Exchange. The forward-looking statements or information contained
in this news release are expressly qualified by this cautionary
statement.
THIS
PRESS RELEASE, PROVIDED PURSUANT TO APPLICABLE CANADIAN
REQUIREMENTS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN
OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO U.S. PERSONS ABSENT REGISTRATION OR APPLICABLE
EXEMPTION FROM REGISTRATION REQUIREMENTS.
SOURCE: Technical Ventures RX Corp.
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