(via Thenewswire.ca)
VANCOUVER, British Columbia / TheNewswire / June 24, 2016 -- BioDE Ventures Ltd.
(“BioDE”) announces the closing of its previously announced Rights Offering (the “Rights Offering”). Under the Rights Offering, rights holders purchased an aggregate of
1,479,137 common shares of BioDE at a subscription price of $0.025 per common share for gross proceeds to BioDE of $36,978.
Additionally, in accordance with the terms of the Rights Offering, Partners’ Fund (“Partners’
Fund”), a trust managed by Pathfinder Asset Management Limited (“Pathfinder”) which is
controlled by Douglas Brian Johnson, purchased 2,326,241 common shares of BioDE at the same subscription price of $0.025 per
common share for gross proceeds to BioDE of $58,156 pursuant to a standby purchase agreement entered into between BioDE and
Partners’ Fund dated April 25, 2016. Partners’ Fund also received 190,000 BioDE common shares as a stand by fee pursuant to
the stand by purchase agreement. Of the 1,479,137 common shares purchased by rights holders under the Rights Offering,
Pathfinder, on behalf of its clients, purchased 999,600 common shares of BioDE for gross proceeds to BioDE of $24,990.
Partners’ Fund and Pathfinder acquired the BioDE Shares for investment purposes and may, depending on market and other
conditions, increase or decrease its beneficial ownership of the BioDE Shares or other securities of BioDE. Following the
acquisition of the BioDE Shares and closing of the rights offering, Partners’ Fund holds approximately 32.26% of the issued and
outstanding common shares of BioDE and Pathfinder manages approximately 57.93% of the issued and outstanding common shares of
BioDE. Pathfinder exercises control and direction over these common shares but disclaims beneficial ownership.
Partners’ Fund acquired the BioDE Shares in reliance on the Rights Offering - stand‑by commitment exemption pursuant to
section 2.1.1 of National Instrument 45‑106 Prospectus Exemptions. An early
warning report with additional information in respect of the foregoing matters was filed and is available on the SEDAR profile of
BioDE Ventures Ltd. at www.SEDAR.com. To obtain a copy of the early warning report you may contact Partners’ Fund or
Pathfinder at 604-682-7312.
Pursuant to the basic subscription privilege under the Rights Offering (the “Basic
Subscription Privilege”), 1,172,265 Common Shares were distributed. Of those Common Shares, 717,900 Common
Shares were distributed to persons who were insiders before the distributions under the Rights Offering or persons who became
insiders as a result of the distributions under the Rights Offering, and 454,365 Common Shares were issued to the remaining
subscribers under the Basic Subscription Privilege.
Pursuant to the additional subscription privilege under the Rights Offering (the “Additional Subscription Privilege”), 306,872 Common Shares were distributed. Of those Common Shares, none
were distributed to persons who were insiders before the distributions under the Rights Offering or persons who became insiders as
a result of the distributions under the Rights Offering, and 306,872 Common Shares were issued to the remaining subscribers
under the Additional Subscription Privilege.
Upon closing of the Rights Offering, a total of 7,800,756 common shares of BioDE were issued and outstanding, of
which approximately 32.26% are held by Partners’ Fund and 57.93% are under the control and direction of Pathfinder.
BioDE will use the net proceeds of the Rights Offering, as well as working capital on hand to fund and facilitate the
acquisition of assets and for general corporate purposes and working capital. BioDE will only reallocate funds for sound
business reasons.
This press release contains forward‑looking information based on current expectations, including
but not limited to our expectations in connection with the Rights Offering, including the use of proceeds and events which are
proposed to occur on closing. Forward‑looking information is often, but not always, identified by the use of the words
“contemplate”, “estimate”, “expect” and “anticipate” and statements that an event or result “may”, “will”, “should”, “could” or
“might” occur and any similar expressions or negative variations thereof.
In providing forward‑looking information in this
press release, we have made numerous assumptions regarding the Rights Offering, which we believe to be reasonable, including
assumptions relating to the expected use of proceeds. Forward‑looking information entails various risks and uncertainties however that could cause actual results to differ materially from those
reflected in the forward‑looking information. Specific risks that could
cause actual results to differ materially from those anticipated or disclosed in this press release include, but are not limited
to: (i) the amount of costs, fees and other expenses incurred in connection with the Rights Offering and working capital
requirements which can involve unknown or unexpected expenditures; (ii) the risk that the anticipated effects of the Rights
Offering, may not result in the outcomes expected by us; and (iii) fluctuations in the fair value of investments due to thinly
traded securities, issuer‑specific events that effect a company’s market value or general market conditions. In addition,
general risks relating to capital markets, economic conditions, regulatory changes, as well as the operations of our business may
also cause actual results to differ materially from those anticipated or disclosed in this press release.
Forward‑looking information are not guarantees of future performance, and
management’s assumptions upon which such forward‑looking information are based
may prove to be incorrect.
Accordingly, there can be no assurance that actual events or results will be consistent with
the forward‑looking information disclosed herein. In light of the
significant uncertainties inherent in forward‑looking information, any
such forward‑looking information should not be regarded as representations by us
that our objectives or plans relating to the Rights Offering or otherwise will be achieved. Investors are cautioned not to
place undue reliance on any forward‑looking information contained herein and that
such forward‑looking information are provided solely for the purpose of providing
information about our current expectations and plans relating to the future. Readers are cautioned that such information may
not be appropriate for other purposes. In addition, forward‑looking information relates to the date on which they are made.
We disclaim any intention or obligation to update or revise any forward‑looking information contained in this press release, whether as a result of new information,
future events or otherwise, except to the extent required by law.
For further information contact:
Chester Shynkaryk
Chief Executive Officer
BioDE Ventures Ltd.
#1320 - 885 West Georgia Street
Vancouver, B.C. V6C 3E8
Tel: (604) 722-9140
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