Form 9 just filed by BIOV on the CSE FilingsWe are about to go on a rocket journey in my opinion. Please read "Provide full details of the use of the proceeds". below. Going to be interesting next week.
FORM 9
NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES
(or securities convertible or exchangeable into listed securities)
Name of Listed Issuer: Symbol(s):
BioVaxys Technology Corp. (formerly Lions Bay Mining Corp.) (the “Issuer”). BIOV
Date: February 9, 2024 Is this an updating or amending Notice: (X)Yes ()No
If yes provide date(s) of prior Notices: January 31, 2024 .
Issued and Outstanding Securities of Issuer Prior to Issuance: 152,278,488 .
Pricing
Date of news release announcing proposed issuance: or
Date of confidential request for price protection: December 22, 2023 .
Closing Market Price on Day Preceding the news release: or
Day preceding request for price protection: $0.02 .
Closing
Number of securities to be issued: 53,499,973 .
Issued and outstanding securities following issuance: 205,778,461 .
Instructions:
For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form.
Complete Table 1A – Summary for all purchasers, excluding those identified in Item 8.
Complete Table 1B – Related Persons only for Related Persons
If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please proceed to Part 2 of this form.
An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10 – Notice of Proposed Transaction
Post the completed Form 9 to the CSE website in accordance with Policy 6 – Distributions. In addition, the completed form must be delivered to listings@thecse.com with an appendix that includes the information in Table 1B for ALL placees.
Part 1. Private Placement
Table 1A – Summary
Each jurisdiction in which purchasers reside Number of Purchasers Price per Security Total dollar value (CDN$) raised in the jurisdiction
Ontario 21 0.03 $961,500
Alberta 4 0.03 $120,000
BC 1 0.03 $45,000
Nova Scotia 1 0.03 $25,000
USA 9 0.03 $366,000
New Zealand 1 0.03 $20,000
UK 1 0.03 $67,500
Total number of purchasers: 38 0.03
Total dollar value of distribution in all jurisdictions: $1,605,000
Table 1B – Related Persons
Full Name &Municipality of Residence of Placee
Number of Securities Purchased or to be Purchased
Purchase price per Security (CDN$)
Conversion
Price (if
Applicable)
(CDN$)
Prospectus Exemption
Total Securities Previously Owned, Controlled or Directed
Payment Date(1)
Describe relations-hip to Issuer (2)
1An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10.
1. Total amount of funds to be raised: $1,605,000 .
2. Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material. The issuer has executed a non-binding Letter of Intent (“LOI”) to acquire the core platform technology and entire immunotherapeutics intellectual property portfolio of discovery, preclinical development, and Phase II clinical study stage assets in oncology and other immunological fields, including active licenses with several pharma companies. Under the terms of LOI, BioVaxys has been granted exclusivity while the parties work in good faith on the negotiation and drafting of a definitive purchase agreement.
On January 31, 2024, the Issuer closed the Offering in the amount of 53,499,973 Units, for aggregate gross proceeds of $1,605,000. .
1. Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer: N/A .
2. If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange the debt for securities.
3. Description of securities to be issued:
(a) Class: Common Shares .
(b) Number: 53,499,973 .
(c) Price per security: $0.03 .
(d) Voting rights: 1 vote per Common Share.
1. Provide the following information if warrants, (options) or other convertible securities are to be issued:
Number: 53,499,973 .
a. Number of securities eligible to be purchased on exercise of warrants (or options): One common share .
(c) Exercise price $0.05 .
(d) Expiry date: 24 month following the date of closing .
1. Provide the following information if debt securities are to be issued: N/A
(a) Aggregate principal amount .
(b) Maturity date .
(c) Interest rate .
(d) Conversion terms .
(e) Default provisions .
1. Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.):
Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer.
(b) Cash: $57,400 .
(c) Securities: N/A .
(d) Other: N/A .
(e) Expiry date of any options, warrants etc.: N/A .
(f) Exercise price of any options, warrants etc.: N/A .
1. State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship N/A .
2. Describe any unusual particulars of the transaction (i.e. tax “flow through” shares, etc.).
N/A .
1. State whether the private placement will result in a change of control.
No .
1. Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders. N/A
1. Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities.
Part 2. Acquisition Not applicable
1. Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material: The issuer has executed a non-binding Letter of Intent (“LOI”) to acquire the core platform technology and entire immunotherapeutics intellectual property portfolio of discovery, preclinical development, and Phase II clinical study stage assets in oncology and other immunological fields, including active licenses with several pharma companies. Under the terms of LOI, BioVaxys has been granted exclusivity while the parties work in good faith on the drafting and negotiation of a definitive agreement.
2. Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material: The issuer has executed a non-binding Letter of Intent (“LOI”) with an arms-length third party to acquire the core platform technology and entire immunotherapeutics intellectual property portfolio of discovery, preclinical development, and Phase II clinical study stage assets in oncology and other immunological fields, including active licenses with several pharma companies, Under the terms of LOI, BioVaxys has been granted exclusivity while the parties work in good faith on the drafting and negotiation of a definitive purchase agreement. As the definitive purchase agreement is still to be negotiated and drafted, no closing date has been set. The issuer is subject to a confidentiality agreement that precludes it from disclosing the name of the vendor at this point in time.
Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments:
The issuer is subject to a confidentiality agreement that precludes it from disclosing the purchase terms and conditions at this point in time. It is also believed by management that disclosure of this information would materially prejudice the Issuer and create undue jeopardy to the successful completion of the transaction proposed.
a. Total aggregate consideration in Canadian dollars: .
b. Cash: .
c. Securities (including options, warrants etc.) and dollar value:
.
a. Other: .
b. Expiry date of options, warrants, etc. if any: .
c. Exercise price of options, warrants, etc. if any: .
d. Work commitments: .
State how the purchase or sale price was determined (e.g. arm’s-length negotiation, independent committee of the Board, third party valuation etc). The Issuer is only at the Letter of Intent stage and no definitive purchase agreement has been negotiated and drafted. All negotiations have been between bona fide arm’s length third parties. No third party valuation has been or will be obtained.
Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: As the parties are arm’s length parties to each other, the negotiated valuation represents the fair market value of the IP being purchased. No appraisal or other valuation is or will be obtained by the Purchaser.
The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of securities to be issued are described as follows:
To be determined in the definitive agreement.
Name of Party (If not an individual, name all insiders of the Party)
Number and Type of Securities to be Issued
Dollar value per Security (CDN$)
Conversion price (if applicable)
Prospectus Exemption
Total Securities, Previously Owned, Controlled or Directed by Party
Describe relationship
to Issuer(1)
Indicate if Related Person
Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired: No steps have been taken but once a definitive purchase agreement is negotiated and drafted, lawyers will confirm that the vendor has good title to the assets and appropriate representations and warranties will be obtained.
Provide the following information for any agent’s fee, commission, bonus or finder’s fee, or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.):
(a) Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): .
(b) Cash .
(c) Securities .
(d) Other .
a. Expiry date of any options, warrants etc.
b. Exercise price of any options, warrants etc. .
State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship.
If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months.
.
Certificate Of Compliance
The undersigned hereby certifies that:
1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer.
1. As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed.
1. the Issuer has obtained the express written consent of each applicable individual to:
(a) the disclosure of their information to the Exchange pursuant to this Form or otherwise pursuant to this filing; and
(b) the collection, use and disclosure of their information by the Exchange in the manner and for the purposes described in Appendix A or as otherwise identified by the Exchange, from time to time
1. The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CSE Policy 1).
2. All of the information in this Form 9 Notice of Issuance of Securities is true.
Dated February 9, 2024.
James Passin
Name of Director or Senior Officer
“James Passin”
Signature
CEO
Official Capacity
Appendix A
PERSONAL INFORMATION COLLECTION POLICY REGARDING FORM 9
The Canadian Securities Exchange and its subsidiaries, affiliates, regulators and agents (collectively, “CSE or the “Exchange”) collect and use the information (which may include personal or other information) which has been provided in Form 9 for the following purposes:
•
• To determine whether an individual is suitable to be associated with a Listed Issuer;
• To determine whether an issuer is suitable for listing;
• To determine whether allowing an issuer to be listed or allowing an individual to be associated with a Listed Issuer could give rise to investor protection concerns or could bring the Exchange into disrepute;
• To conduct enforcement proceedings;
• To ensure compliance with Exchange Requirements and applicable securities legislation; and
• To fulfil the Exchange’s obligation to regulate its marketplace.
The CSE also collects information, including personal information, from other sources, including but not limited to securities regulatory authorities, law enforcement and self-regulatory authorities, regulation service providers and their subsidiaries, affiliates, regulators and agents. The Exchange may disclose personal information to these entities or otherwise as provided by law and they may use it for their own investigations.
The Exchange may use third parties to process information or provide other administrative services. Any third party will be obliged to adhere to the security and confidentiality provisions set out in this policy.
All personal information provided to or collected by or on behalf of The Exchange and that is retained by The Exchange is kept in a secure environment. Only those employees who need to know the information for the purposes listed above are permitted access to the information or any summary thereof. Employees are instructed to keep the information confidential at all times.
Information about you that is retained by the Exchange and that you have identified as inaccurate or obsolete will be corrected or removed.
If you wish to consult your file or have any questions about this policy or our practices, please write the Chief Privacy Officer, Canadian Securities Exchange, 220 Bay Street – 9th Floor, Toronto, ON, M5J 2W4.