Burnaby, British Columbia--(Newsfile Corp. - January 17, 2023) - Advanced Proteome Therapeutics Corporation (TSXV: APC) (FSE: 0E81) ("APC" or the "Company") is pleased to announce that the Supreme Court of British Columbia (the "Court") has issued an interim order (the "Interim Order") on January 16, 2023 in connection with the Company's proposed Plan of Arrangement (see below). The Interim Order, among other things, authorizes the holding of an annual and special meeting (the "Meeting") of the holders of common shares of the Company (the "APTC Shareholders") to consider and vote upon the Plan of Arrangement under the Business Corporations Act (British Columbia).
At the Meeting, the APTC Shareholders as of the record date of December 27, 2022, will be asked to consider and, if deemed advisable, pass a special resolution to approve the Transaction (see below) in accordance with the Plan of Arrangement. Pursuant to the Interim Order, the Meeting is scheduled to be held on February 22, 2023 at 10:00 am PST at 104 - 8337 Eastlake Drive, Burnaby, British Columbia, V5A 4W2. The notice of annual and special meeting and management information circular (the "Circular") relating to the Meeting will be mailed to APTC Shareholders in due course. A copy of the Circular will also be available under the Company's profile on SEDAR at www.sedar.com. Additional details of the Plan of Arrangement and the Meeting will be included in the Circular.
Under the proposed Plan of Arrangement, the Company proposes to assign (i)198,005,400 common shares of Advanced Proteome Therapeutics Inc. ("APTI") that it currently owns as well as other assets and liabilities of the Company to Linceis Capital Corp. ("Linceis"), its wholly-owned subsidiary, as more fully set forth in the Circular, resulting in Linceis owning approximately 76.02% of the outstanding shares of APTI, with 18.15% shares of APTI being owned by The Estate of Allen Krantz and certain other investors owning 5.83% percent of the shares of APTI and (ii) 1,145,189 common shares of Aether Catalyst Solutions, Inc. ("Aether") that it currently owns to Linceis (representing approximately 2.3% of the outstanding common shares of Aether) (collectively, the "LinceisAssets") in consideration for the Company and the APTC Shareholders that are U.S. Persons ("U.S. Shareholders) owning 100% of the outstanding common shares of Linceis prior to the final step of the Arrangement where the common shares of Linceis held by the Company will be distributed to non-U.S. Shareholders on a pro rata basis (collectively, the "Transaction"). After the completion of the Arrangement, it is anticipated that the APTC Shareholders will own the common shares of Linceis on the same pro rata basis as their ownership of the Company.
The Company will retain certain assets (as more fully set forth in the Circular) for working capital purposes and seek new business opportunities. The Company is expected to be moved to the NEX board of the TSX Venture Exchange following the Arrangement.
After the completion of the Arrangement, Linceis which will become a reporting issuer in the Provinces of British Columbia and Alberta upon completion of the Arrangement and will seek to list on the Canadian Securities Exchange (the "CSE").
FORWARD-LOOKING STATEMENTS
This press release includes and incorporates statements that are prospective in nature that constitute forward-looking information and/or forward-looking statements within the meaning of applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements include, but are not limited to, statements concerning the completion and proposed terms of, and matters relating to, the Arrangement and the expected timing related thereto, the expectation that: the Company will assign 198,005,400 common shares of APTI that it currently owns as well as other assets and liabilities to Linceis (as more fully set forth in the Circular), resulting in Linceis owning approximately 76.02% of the outstanding shares of APTI with 18.15% shares of APTI being owned by The Estate of Allen Krantz and certain other investors owning 5.83% percent of the shares of APTI; the Company will assign 1,145,189 common shares of Aether that it currently owns to Linceis (representing approximately 2.3% of the outstanding common shares of Aether); the Company and its U.S. Shareholders will own 100% of the outstanding common shares of Linceis, prior to the final step of the Arrangement; APTC Shareholders will own 100% of the outstanding common shares of Linceis based on their pro rata ownership of the Company after the final step of the Arrangement; the Company will be moved to the NEX board of the TSX Venture Exchange following the Arrangement; the expected operations, financial results and condition of the Company and Linceis following the Arrangement, each company's future objectives and strategies to achieve those objectives, the future prospects of each company as an independent company, the continued listing of the Company on the TSXV, any market created for either company's shares, the expected benefits of the Arrangement to, and resulting treatment of, Shareholders and each company, the anticipated effects of the Arrangement, the estimated costs of the Arrangement, the satisfaction of the conditions to consummate the Arrangement, as well as other statements with respect to management's beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue", or similar expressions suggesting future outcomes or events.
Forward-looking statements reflect the Company's current beliefs, expectations and assumptions and are based on information currently available to the Company, its historical experience, perception of trends and current business conditions, expected future developments and other factors which management considers appropriate. With respect to the forward-looking statements included in or incorporated into this press release, the Company has made certain assumptions with respect to, among other things, the anticipated approval of the Arrangement by APTC Shareholders and the Court, the anticipated receipt of any required regulatory approvals and consents (including the final approval of the TSXV), that the various parties to the agreements comprising the Linceis Assets will consent to the assignment of the Linceis Assets, the expectation that each of the Company and Linceis will comply with the terms and conditions of the Arrangement, the expectation that no event, change or other circumstance will occur that could give rise to the termination of the Arrangement, that no unforeseen changes in the legislative and operating framework for the respective businesses of the Company and Linceis will occur, that each company will meet its future objectives and priorities, that each company will have access to adequate capital to fund its future projects and plans, that each company's future projects and plans will proceed as anticipated, as well as assumptions concerning general economic and industry growth rates, commodity prices, currency exchange and interest rates and competitive intensity.
Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Factors that could cause such differences include, but are not limited to: conditions precedent or approvals required for the Arrangement not being obtained; the potential benefits of the Arrangement not being realized; the risk of tax liabilities as a result of the Arrangement, and general business and economic uncertainties and adverse market conditions; the potential for the combined trading prices of the APTC Shares and the Linceis Shares after the Arrangement being less than the trading price of Shares immediately prior to the Arrangement; there being no established market for the APTC Shares or the Linceis Shares; the Company's ability to delay or amend the implementation of all or part of the Arrangement or to proceed with the Arrangement even if certain consents and approvals are not obtained on a timely basis; the reduced diversity of the Company and Linceis as separate companies; the costs related to the Arrangement that must be paid even if the Arrangement is not completed; obtaining approvals and consents, or satisfying other requirements, necessary or desirable to permit or facilitate completion of the Arrangement; global financial markets, general economic conditions, competitive business environments, and other factors may negatively impact the Company's and Linceis' financial condition; future factors that may arise making it inadvisable to proceed with, or advisable to delay, all or part of the Arrangement; and the potential inability or unwillingness of current APTC Shareholders to hold APTC Shares and/or Linceis Shares following the Arrangement. For a further description of these and other factors that could cause actual results to differ materially from the forward-looking statements included in or incorporated into this press release, see the risk factors discussed in the Circular as well as the risk factors included in the Company's management's discussion and analysis for the year ended July 31, 2022 and as described from time to time in the reports and disclosure documents filed by the Company with Canadian securities regulatory authorities, which are available under the Company's profile on SEDAR at www.sedar.com. This list is not exhaustive of the factors that may impact the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. As a result of the foregoing and other factors, there can be no assurance that actual results will be consistent with these forward-looking statements.
All forward-looking statements included in or incorporated by reference into this press release are qualified by these cautionary statements. The forward-looking statements contained herein are made as of the date hereof and, except as required by applicable law, neither the Company nor Linceis undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Readers are cautioned that the actual results achieved will vary from the information provided herein and that such variations may be material. Consequently, there are no representations by the Company or Linceis that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements.
ABOUT THE COMPANY:
Advanced Proteome Therapeutics Corporation, through its subsidiary, Advanced Proteome Therapeutics Inc., is developing a proprietary technology to directly target cancerous tumors and avoid destroying normal cells. This type of agent is capable of greater potency, higher specificity, and lower toxicity than other therapies that can also attack healthy cells. Advanced Proteome is working to streamline the process by which these agents are prepared, which to date, has been extremely cumbersome, limiting their potential. www.advancedproteome.com
FOR FURTHER INFORMATION PLEASE CONTACT:
Advanced Proteome Therapeutics Corporation
Paul Woodward
President and CEO
Tel: 604.690.3797
http://www.advancedproteome.com
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The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
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