AgeChem Venture Fund L.P.

November 24, 2009 16:59 ET

AgeChem Venture Fund L.P.: Announcement

MONTREAL, QUEBEC--(Marketwire - Nov. 24, 2009) - AgeChem Venture Fund L.P., acting by acting by its general partner, AgeChem Financial Inc. ("AgeChem") announced today that it executed, on November 20, 2009, a subscription agreement with Advitech Inc. ("Advitech") for the private placement (the "Private Placement") of 7,812,500 units (the "Units") at a price of $0.16 per Unit and a redemption agreement with Advitech for the redemption of the common shares purchase warrants held by AgeChem prior to the completion of the Private Placement (the "Redemption of the AgeChem Warrants") through the issuance of 781,250 common shares in the share capital of Advitech (the "Common Shares").

Each Unit issued as part of the Private Placement is composed of Common Share and one common share purchase warrant (a "Warrant"). Each Warrant entitles its holder to purchase one additional post-Consolidation common share at a price of (i) $0.17 until the date that is one (1) year after the date of issuance of the Warrants (the "Closing Date"); (ii) $0.19 until the date that is two (2) years after the Closing Date; (iii) $0.21 until the date that is three (3) years after the Closing Date; (iv) $0.23 until the date that is four (4) years after the Closing Date; and (v) $0.253 until the date that is five years after the Closing Date.

The Common Shares, the Warrants and the Common Shares underlying the Warrants issued to AgeChem as part of the Private Placement and the Redemption of the AgeChem Warrants are subject to a statutory four-month.

The gross proceeds of the Private Placement, as well as the certificates representing the common shares and Warrants issued as part of the Private Placement and the Redemption of the warrants are held in escrow until receipt of the approval of the TSX Venture Exchange Inc. in connection with the acquisition of all of the issued and outstanding shares of Botaneco Specialty Ingredients by Advitech (the "Acquisition"). The Private Placement and the Redemption of the AgeChem Warrants are also subject to obtaining the final approval of the TSX Venture Exchange Inc. for the listing of the securities upon fulfilment of customary conditions for this type of transaction.

Before the closing of the Acquisition, the Private Placement and the Redemption of the AgeChem Warrants, AgeChem held an equity interest of 25.51% in Advitech. After the completion of the Acquisition, the Private Placement and the Redemption of the AgeChem Warrants, AgeChem now has beneficial ownership and control over 15,854,167 common shares of Advitech, which represents approximately 21.70% of all issued and outstanding common shares of Advitech and over 7,812,500 Warrants. On a fully-diluted basis, the Offeror holds approximately 26.59% of the Reporting Issuer's common shares.

In the case of the Private Placement and the Redemption of the AgeChem Warrants, the securities are being distributed pursuant to an exemption from the prospectus requirements as set out in section 2.3 of Regulation 45-106 respecting Prospectus and Registration Exemptions.

An early warning report in respect of the above noted transactions will be filed on SEDAR.

About AgeChem

The AgeChem Venture Fund L.P. is currently investing in companies developing therapeutics targeting age-related diseases. The range of diseases and chronic conditions associated with aging provides a breadth of attractive investment opportunities. AgeChem's principals have been active in the healthcare sector for over 15 years having made investments in several private and public entities. In addition to AgeChem, some of the principals are also managing the GeneChem Technologies Venture Fund L.P. and the GeneChemTherapeutics Venture Fund L.P. (http://www.genechem.com/).

This press release contains forward-looking statements, which reflect AgeChem's current expectations regarding future events. The forward-looking statements involve risks and uncertainties. Actual results could differ materially from those projected herein.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • AgeChem Financial Inc.
    Maxime Pesant, CMA
    Finance Director
    514-849-4692
    514-849-5191 (FAX)