Vancouver, British Columbia (FSCwire) - Liberty Biopharma Inc.
(TSXV: LTY) (“Liberty" or the "Company") announces the
consolidation of the share capital of the Company on the basis of fifteen (15) pre-consolidation common shares to one (1) new
post-consolidated common share (the “Consolidation”). As of the date of this news release, the
Company has 161,554,263 common shares issued and outstanding. After giving effect to the Consolidation, the Company will
have approximately 10,770,284 common shares issued and outstanding.
The Consolidation will be effective when Liberty shares resume trading at the open of the market on July 23, 2018.
Following the Consolidation, Computershare Trust Company of Canada, the Company's transfer agent, will automatically adjust
their book-entry to reflect the Consolidation with no action required from the registered holders, non-registered holders or
depositary interests. A DRS statement will be dispatched to each registered holder, with no requirement to complete a
letter of transmittal. Depositary interests and non-registered holders are also not required to take any action in respect
of letters of transmittal.
The Consolidation will not materially affect any shareholder’s percentage ownership in the Company, even though such ownership
will be represented by a smaller number of common shares. No fractional shares will be issued in connection with the
Consolidation. If, as a result of the Consolidation, the holder becomes entitled to a fractional share, such fraction will
be rounded down to the nearest whole number.
Additionally, the number of common shares issuable pursuant to the Company’s stock option plan, warrants and performance share
agreements will be adjusted, such that the number of common shares issuable and the exercise price of the outstanding warrants or
performance shares will be adjusted by the Consolidation ratio. The Company will not be changing its name or trading symbol
in conjunction with the Consolidation.
HooXi Acquisition
Further to the news release on June 28, 2018, regarding the letter of intent to acquire HooXi (“LOI”), the Company
and HooXi has also executed today a Share Exchange Agreement, subject to customary closing conditions as set out in the
LOI. The Consolidation consideration for HooXi will be $2.25 per common share for a total consideration value
of $11,812,500 before taking into account a further 5,250,000 performance shares that may be earned.
About Liberty Biopharma Inc.
Liberty Biopharma is a medical digital technology and biopharmaceutical company active in global strategic partnerships and
in-licensing of technologies and assets for rapid growth and high value solutions.
Investors are cautioned that, except as disclosed in the management information circular 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 the Company should be considered highly speculative.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities to be issued in connection with the Transaction have not been and will not be registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not
be offered or sold within the United States or to U.S. Persons (as defined in Regulation S promulgated under the U.S. Securities
Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration
is available.
Forward Looking Statements:
Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs regarding
future events of management of Liberty. This information and these statements, referred to herein as
“forward‐looking statements”, are not historical facts, are made as of the date of this news release and
include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to
management’s expectations and intentions with respect to the agreements with HooXi. These statements generally can be identified
by use of forward-looking terms such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intends”, “believe” or “continue” or
the negative thereof or similar variations. These forward‐looking statements involve numerous risks and
uncertainties and actual results might differ materially from results anticipated in any forward-looking statements. Important
factors that may cause actual results with respect to the Transaction to differ from anticipated results include the ability of
the parties to fulfill conditions precedent to the Transaction, the willingness of the shareholders of Liberty and HooXi to
approve the Transaction, and whether or not the TSXV and other regulators approve the Transaction. In making the
forward‐looking statements in this news release, Liberty has applied several material assumptions, including
without limitation that the terms of the agreement with HooXi will be acceptable to the TSXV and the shareholders of the Company
and HooXi. Liberty does not assume any obligation to update the forward-looking statements, or to update the reasons why
actual results could differ from those reflected in the forward looking-statements, other than as required by applicable
securities laws.
For further information, please contact:
Alan Tam, CPA, CA
CFO, Liberty Biopharma Inc.
(604) 377-7575
To view the original release, please click here
Source: Liberty Biopharma Inc. (TSX Venture:LTY)
To follow Liberty Biopharma Inc. on your favorite social media platform or financial websites, please click on the icons
below.
Maximum News Dissemination by FSCwire. https://www.fscwire.com
Copyright © 2018 FSCwire