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:
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(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.
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(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.
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(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.