Some good 411 on T-Bird ________________________________________
T-BIRD PHARMA INC. ("TPI")
[formerly Firebird Energy Inc. ("FRD")]
BULLETIN TYPE: Reverse Takeover-Completed, Private Placement-Brokered, Name Change and Consolidation, Symbol Change, Resume Trading
BULLETIN DATE: September 8, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange (the 'Exchange') has accepted for filing Firebird Energy Inc. (the 'Company' - now 'T-Bird Pharma Inc.') Reverse Takeover (the 'RTO') and related transactions, all as principally described in its filing statement dated August 29, 2014 (the 'Filing Statement'). The RTO includes the following matters, all of which have been accepted by the Exchange.
1. Agreement:
Pursuant to a share exchange agreement, dated July 30, 2014, (the 'Agreement') among the Company and Thunderbird Biomedical Inc. ('Thunderbird') the Company issued 35,329,014 (post-consolidated) common shares to securityholders to acquire 100% of the issued capital of Thunderbird.
A finder's fee of an aggregate of 1,236,515 (post-consolidated) shares was paid equally to two parties, one of whom was appointed a director following the closing of the transaction
The Exchange has been advised that the RTO and the related transactions, as indicated below, have received approval from shareholders and have been completed. For additional information please refer to the Filing Statement available under the Company's profile on SEDAR and the Company's news release datedSeptember 5, 2014.
Private Placement-Brokered
Pursuant to the RTO, the Exchange has also accepted for filing documentation with respect to a Brokered Private Placement announced July 30, 2014:
| Number of Shares: | 7,500,000 shares |
| | |
| Purchase Price: | $0.40 per share |
| | |
| Warrants: | 3,750,000 share purchase warrants to purchase 3,750,000 shares |
| | |
| Warrant Exercise Price: | $0.80 for a one year period. If the volume weighted average trading price is greater than $1.20 for 10 consecutive trading days at any time after four months and one day after closing the Company may, upon giving notice to the warrantholder, shorten the expiry date of the warrants to 30 days from the date of notice. |
| | |
| Number of Placees: | 129 placees |
Insider / Pro Group Participation:
| | Insider=Y / | |
| Name | ProGroup=P | # of Shares |
| Frank Barr | Y | 50,000 |
| Agent's Fee: | $198,000 and 525,000 Warrants payable to Richardson GMP Limited. Each Warrant is exercisable at a price of $0.40 for a one year period. |
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
Name Change and Consolidation and Resume Trading
Pursuant to a resolution passed by shareholders on June 18, 2014, the Company has consolidated its capital on a fifteen (15) old for one (1) new basis. The name of the Company has also been changed as follows.
Effective at the opening on Tuesday, September 9, 2014, the common shares of T-Bird Pharma Inc. will commence trading on TSX Venture Exchange, and the common shares of Firebird Energy Inc. will be delisted. The Company is classified as a 'Life Sciences' company.
| Post - Consolidation | | | |
| Capitalization: | Unlimited | | shares with no par value of which |
| | 46,070,841 | | shares are issued and outstanding |
| Escrow: | 32,197,008 | | 27,129,498 escrowed shares subject to Tier 2 Surplus Escrow and 5,067,510 escrowed shares are subject to Tier 2 Value Escrow |
| | | | |
| Transfer Agent: | Computershare Trust Company of Canada |
| Trading Symbol: | TPI | | (new) |
| CUSIP Number: | 872239108 | | (new) |