VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 25, 2013) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Technical Ventures RX Corp. (the "Technical") (TSX VENTURE:TIK.P) provides the following update in connection with its proposed Qualifying Transaction as previously announced on May 14, 2013. Technical has executed a definitive plan of arrangement agreement dated July 19, 2013 (the "Arrangement") with TheraVitae Inc., ("TVI") a private clinical-stage Canadian biotechnology company focused on developing, manufacturing and commercializing blood-derived autologous adult stem-cell therapies to treat severe medical disorders. The Arrangement is intended to constitute the Qualifying Transaction of Technical in accordance with Policy 2.4 of the TSX Venture Exchange (the "Exchange"), subject to the Exchange's approval.
The Arrangement is to be implemented by way of a court-approved plan of arrangement pursuant to the Business Corporations Act (Alberta). The implementation of the Arrangement will be subject to, among other things, board, shareholders, court and regulatory approvals, including Exchange acceptance of the Arrangement. In addition, the Arrangement shall be subject to the completion by Technical of a brokered private placement or prospectus offering of Technical common shares or securities convertible into Technical common shares at a price to be determined, for minimum gross proceeds of $4,000,000(Cdn.) (the "Offering"). The terms and conditions of the Offering are currently being negotiated and further details will be announced once a definitive term sheet has been executed. Additional disclosure regarding TVI's financial information will be provided in a subsequent news release.
Pursuant to the Arrangement, Technical and TVI will amalgamate to create a new company ("Amalco") under the name "Hemostemix Inc." or such other name as may be determined. Pursuant to the Arrangement, the Amalco securities to be issued pursuant to the Arrangement shall be exchanged for Technical and TVI securities as follows:
- Each outstanding Technical common share shall be exchanged for 0.20 of an Amalco share.
- Each outstanding Technical stock option shall be exchanged for 0.20 of an Amalco stock option.
- Each outstanding TVI common share shall be exchanged for 0.10 of an Amalco share.
- Each outstanding TVI stock option shall be exchanged for 0.10 of an Amalco stock option.
- Each outstanding TVI warrant shall be exchanged for 0.10 of an Amalco warrant.
After giving effect to the Arrangement but prior to giving effect to the securities to be issued under the Offering, Amalco is expected to have 50,723,819 common shares, 383,566 warrants (exercisable within 12 to 24 months of closing the Arrangement at exercise prices ranging from $7.50 to $10), and 4,740,000 stock options issued and outstanding.
The boards of Technical and TVI have approved the proposed Arrangement and recommended that securityholders vote in favour of the Amalgamation. All of the directors and officers of Technical and TVI are expected to enter into lock-up agreements whereby they have agreed to vote their respective common shares in favour of the Arrangement.
Technical and TVI must hold a special meeting of respective shareholders to approve the Arrangement. A joint management information circular containing a complete description of the Arrangement and a description of tax implications to shareholders is currently being prepared and will be sent to respective shareholders in connection with the special meetings to approve the Arrangement once the Exchange has conditionally approved the Arrangement. The Arrangement is is expected to close by October 31, 2013 but in any event no later than December 31, 2013 unless agreed to by the parties.
TVI Private Placement
TVI confirms that it has closed a brokered private placement of common shares on July 19, 2013 for gross proceeds of $1,070,746.
Reinstatement to Trading
The common shares of Technical will remain halted pending receipt by the Exchange 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 Arrangement is subject to a number of conditions, as noted above. There can be no assurance that the Arrangement 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.
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 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.
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" within the meaning of applicable securities laws relating to the proposal to complete the Arrangement and associated transactions, including statements regarding the terms and conditions of the Arrangement and associated transactions. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Arrangement and associated transactions, that the ultimate terms of the Arrangement and associated transactions will differ from those that currently are contemplated, and that the Arrangement and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties.