Will history repeat itself?
Bio-Extraction Inc. (formerly Lifesciences Capital Corp.)
Bio-Extraction Inc. (the “Corporation”) was incorporated and organized as a Capital Pool
Company pursuant to Policy 2.4 of the TSX Venture Exchange Inc. (the “Exchange”).
The Corporation was incorporated on March 16, 2006 under the name Lifesciences
Capital Corp.
On incorporation, 800,000 common shares were acquired by the directors and officers of
the Corporation at a price of
.125 per share. Pursuant to a Prospectus dated July 14,
2006, the Corporation completed an initial public offering of 7,600,000 common shares
at
.25 per share for gross proceeds of $1,900,000. The common shares of the
Corporation were listed and posted for trading on the TSX Venture Exchange on
September 1, 2006. On October 10, 2006, the Corporation signed a Letter of Intent to
purchase all of the issued and outstanding securities of Bio-Extraction Ltd., as its
Qualifying Transaction under Policy 2.4 of the Exchange. On May 9, 2007, the
Qualifying Transaction was closed and the name of the Corporation was changed to Bio-
Extraction Inc. Pursuant to the terms of the Share Exchange Agreement entered into
with Bio-Extraction Ltd. and its shareholders, the Corporation issued 45,404,626
common shares to acquire 17,443,190 of the 17,926,523 outstanding common shares of
Bio-Extraction Ltd. The common shares of the Corporation were posted for trading on
the TSX Venture Exchange under the symbol BXI on May 16, 2007.
The Qualifying Transaction constituted a Reverse Take-Over (the “RTO”) of the
Corporation by Bio-Extraction Ltd. under the policies of the Exchange. The acquisition
of the shares of Bio-Extraction Ltd. has therefore been accounted for as a reverse
takeover transaction in accordance with guidance provided in Emerging Issues
Committee (“EIC”) Abstract No. 10. The Corporation did not qualify as a business for
accounting purposes, and accordingly the transaction has been accounted for as an
issuance of shares, warrants and options by Bio-Extraction Ltd. for the net monetary
assets of the Corporation of $1,736,185 (including cash of $1,334,424), accompanied by
a recapitalization of the Corporation.
Further to the RTO transaction described above, these consolidated financial statements
for the year ended December 31, 2007 reflect the assets, liabilities and results of
operations of Bio-Extraction Ltd., the legal subsidiary, prior to the reverse takeover and
the consolidated assets, liabilities and results of operations of the Corporation and Bio-
Extraction Ltd. subsequent to the reverse takeover. The consolidated financial
statements are issued under the name of the legal parent (Bio-Extraction Inc., or the
“Corporation”), but are deemed to be a continuation of the legal subsidiary (Bio-
Extraction Ltd.).