Biotonix (2010) Inc.
TSX VENTURE : BTX
TSX CROISSANCE : BTX

Biotonix (2010) Inc.

July 21, 2009 23:59 ET

Capital Valmoris Inc. announces its proposed qualifying transaction with Biotonix Inc. and Mr. Sylvain Guimond

MONTREAL, July 21, Mr. Yves Morissette, President of
Capital Valmoris Inc. ("Valmoris") (TSX Venture: VMO.P), a capital pool
company, is pleased to announce that Valmoris has signed on July 20, 2009 an
Agreement in Principle for the acquisition, for a global amount of $3,896,000,
of certain assets held by Biotonix Inc. ("Biotonix") and Sylvain Guimond, the
President and Chief Executive Officer of Biotonix ("Guimond"). Valmoris
anticipates that this acquisition will constitute its qualifying transaction
(the "Qualifying Transaction") as such term is defined in Policy 2.4 of the
TSX Venture Exchange Inc. (the "Exchange").

The share capital of Valmoris consists of an unlimited number of common
shares of which 6,000,000 are currently issued and outstanding. Also, 950,000
options are currently issued and outstanding, entitling their holders to
purchase a maximum of 950,000 common shares of Valmoris. As of June 30, 2009,
Valmoris had available funds of $688,995.


About Biotonix


Biotonix is a private corporation incorporated in 1996 under the Canada
Business Corporations Act. Its principal shareholders are Sylvain Guimond of
Sorel, Québec, who owns 31.84% of the shares, Brian Edwards, of St-Lambert,
Québec, who owns 32.66% of the shares and Desjardins Capital de risque S.E.C.,
Desjardins Capital de Développement Montréal Métropolitain Ouest et Nord du
Québec Inc. et Desjardins Capital de Développement Centre du
Québec-Lanaudière-Mauricie-Richelieu-Yamaska Inc. (collectively Desjardins)
which owns 9.99% of the shares. Also, Mr. Yves Morissette, President and
Director of Valmoris and Mr. Christian Savard, Vice-President, Finance and
Director of Valmoris, each hold 7.5% of the shares of Biotonix.

Biotonix, based in Boucherville, Québec, is specialized in posture. It
owns a precise evaluation technology for posture called "Bioprint", which is
protected by three patents. Based on this specialized technology, Biotonix has
developed a business plan addressed primarily to the professionals active in
the fields of chiropractic, physiotherapy, osteopathy, sports therapy and
physical training.

Secondly, this technology is aimed at the general public with products
related to back pain problems, musculoskeletal disorders and finally postural
related problems based on different deviations or disorders of the foot which
influence an individual's posture.

Biotonix systems use the Internet technology for its evaluations and
corrective exercise prescriptions. Biotonix maintains on its server all the
various data of evaluation and exercise executed worldwide.

As of December 31, 2008, based upon its audited financial statements at
such date, Biotonix had revenues of $617,571 and working capital of $196,265.
Biotonix had assets of $237,705, short-term liabilities of $344,749 and
long-term debt of $692,490, for total liabilities of $799,534. The loss for
the year was $403,511. As of March 31, 2009, based upon its unaudited
financial statements at such date, Biotonix had revenues of $168,555 and
working capital of $162,665. Biotonix had assets of $241,301, short-term
liabilities of $301,329 and long-term debt of $678,333, for total liabilities
of $738,361. The loss for the quarter was $50,783.


Valmoris is not acquiring the shares of Biotonix but only the following
assets held by Biotonix, namely the patents and trademarks, the various
products, databases, source codes and software, the office equipments, the
computer equipments, the rights in various agreements executed by Biotonix,
the name Biotonix and the related Internet domains as well as the clients list
(collectively the "assets of Biotonix"). The assets of Biotonix have a deemed
value of $2,175,000.


About Guimond


Guimond holds the following assets: two (2) patent applications for the
back orthosis and the foot orthosis as well as rights in two (2) agreements
for the development and fabrication of those orthoses (the "assets of
Guimond"). The assets of Guimond have a deemed value of $1,000,000 and will be
acquired by Valmoris.

With the support of Biotonix technology, Guimond has just completed the
conception and fabrication of the back orthosis prototype, which constitute a
worldwide premiere. This orthosis shall be for individuals suffering from back
pain or postural disorders. Guimond has also conceived a postural correction
table which may be sold to posture professionals (chiropractors, osteopaths,
physiotherapists, etc.)

Guimond has also conceived a foot orthosis. The technology held by
Guimond, coupled with the Biotonix Bioprint system, should allow the
fabrication of a foot orthosis on premises offering an instantaneous postural
correction for an individual.


Terms of the Qualifying Transaction


The Qualifying Transaction will be concluded between persons dealing at
arm's length and will be completed pursuant to asset purchase agreements to be
entered into between Valmoris and Biotonix and Guimond. The global purchase
price of the assets of Biotonix and the assets of Guimond will be $3,896,000
and will be paid by Valmoris in the following manner:



- A cash amount of $175,000 will be advanced by Valmoris to Biotonix in
order to protect the assets of Biotonix. An amount of $25,000 bearing
interest at the annual rate of 10% and reimbursable at the latest on
December 31, 2009 has already been paid and an additional amount of
$150,000 will be payable, upon the terms described in the paragraph
"Loan of Valmoris to Biotonix" hereafter;
- 5,000,000 shares of Valmoris will be issued to Biotonix, at a deemed
price of $0.40 per share, in consideration for the assets of Biotonix;
- 2,500,000 shares of Valmoris will be issued to Guimond, at a deemed
price of $0.40 per share, in consideration for the assets of Guimond;
- a cash amount of $100,000 will be paid to Desjardins and 1,250,000
shares of Valmoris will be issued to Desjardins, at a deemed price of
$0.40 per share, in consideration for the cancellation of the debenture
of a capital amount of $600,000 held by Desjardins in Biotonix;
- Valmoris will assume a debt of $50,000 contracted by Biotonix with
Desjardins, which debt will bear interest at the annual rate of 12% and
will be reimbursable over a 48 month period after the closing of the
Qualifying Transaction;
- Valmoris will assume a debt of $71,000 contracted by Biotonix with
Caisse Populaire Desjardins de Brossard, which debt will bear interest
at the annual rate of 4.07% and will be reimbursable over a 17 month
period after the closing of the Qualifying Transaction.



Concurrent Financing by Prospectus


The Qualifying Transaction will not be subject to the approval of the
shareholders of Valmoris but will be conditional upon the completion by
Valmoris of a public concurrent financing by prospectus in the province of
Québec only for an amount of $2,000,000. As part of such financing, 5,000,000
Units will be offered at a price of $0.40 per Unit. Each Unit will consist of
one (1) common share and one-half common share purchase warrant, each whole
warrant entitling to subscribe one (1) additional share of Valmoris at a price
of $1.00 for a period of 24 months following the closing. The filing of the
prospectus will entitle Valmoris to request from the Exchange an exemption
from the preparation of the filing statement required by Policy 2.4 of the
Exchange.


Outstanding Shares after the Qualifying Transaction


After the Qualifying Transaction and the completion of the concurrent
financing, there will be 19,750,000 shares of Valmoris issued and outstanding,
which will be held as to 30.38% by the current shareholders of Valmoris,
25.32% by Biotonix, 6.33% by Desjardins, 12.66% by Guimond and 25.32% by the
subscribers of the prospectus financing. Also, 950,000 options and 2,500,000
warrants will also be outstanding.


Change of name of Valmoris


At the closing of the Qualifying Transaction, Valmoris anticipates to
change its name to "Biotonix Inc."


Directors and Officers of Valmoris after the Qualifying Transaction


Upon the closing of the Qualifying Transaction, the board of directors of
Valmoris will be comprised of 7 directors. To that effect, it is anticipated
that Guimond will become President and Director of Valmoris and that all
current directors of Valmoris will be replaced by directors having more
experience in relation with the business plan of Biotonix. The names of the
new proposed directors will be disclosed in the prospectus that will be filed
in due course.

It is also anticipated that officers, employees and consultants of
Biotonix will become officers, employees and consultants of Valmoris, pursuant
to the same conditions that they currently benefit from.

A short description of the experience of the principal officers of
Biotonix is found hereinafter:


Sylvain Guimond, President and Chief Executive Officer, is a doctor in
osteopathic medicine. Graduated from McGill University in Exercise Physiology
as well as in Spinal Biomechanical Engineering from the Aragona Institute in
the United States, he also graduated from the Medical Exercise Therapy (MET)
of the Holten Institute in Norway. He studied in psychology at the State
University of New York (SUNY). He holds a specialization in posturology from
the Collège d'étude statique in Marseille, France. He also holds a clinical
training in biophysics from Dr. Harrison in the United States. He is a
certified fitness appraiser from the Canadian Society of Exercise Physiology
and a member of the American College of Sports and Medecine, of the American
Back Society as well as the National Academy of Sports and Medecine. He is a
member of The World Academy and Posture Associated Therapy and of the Society
of Weight-Training Injury Specialist. He is a member of the Association of
Osteopathic Medicine of Québec and of the International Osteopathic
Association. The University of Palermo in Italy has granted him an honorary
doctorate for its contribution and implication in the advancement of science
on posture. Mr. Guimond is a world class lecturer. He had the occasion to
evaluate and treat more than 1,000 athletes and personalities known around the
world. Due to its unique process, Mr. Guimond became a consultant for the NHL,
NBA and NFL and for many professional sport teams. Mr. Guimond is also
president of the advisory council of the sport and medicine faculty of McGill
University and director of Expert Médic, the foundation of the Institut
Nazareth Louis-Braille and the foundation Amis du Sport.


Nathalie Pelletier, Vice-President, Sales and Marketing, has a bachelor
in biochemistry from the University of Ottawa and a bachelor in nutrition from
McGill University. She is in charge of the sales and marketing department of
Biotonix since 1997.


Sébastien Lacoste, Vice-President, Technology, has graduated in software
engineering from Laval University. Member of the Ordre des ingénieurs du
Québec, he is leading Biotonix development team since 2000.


Jean-François Normandin, Vice-President, Research and Development,
graduated from Sherbrooke University with a degree in physical activity,
option wellness. Mr. Normandin is part of the Biotonix team since its
incorporation and is responsible for the research and development department.


Halt on the Transactions of Valmoris


Valmoris has requested a halt on the transactions of its shares, which
halt will continue until the completion of the Qualifying Transaction.


Loan of Valmoris to Biotonix


Valmoris has agreed to provide to Biotonix, within 10 days of the
approval by all parties of the necessary legal documentation and conditional
upon the approval of the Exchange, an advance of $150,000. Such amount will
bear interest at the annual rate of 10%, will be secured by an hypothec on the
assets of Biotonix and will be reimbursable at the latest on December 31,
2009. If the Qualifying Transaction is completed, such advance of $150,000 and
the loan of $25,000 already paid to Biotonix will not have to be reimbursed by
Biotonix.


Conditions to the Completion of the Qualifying Transaction


Completion of the Qualifying Transaction is subject to a number of
conditions, including but not limited to, regulatory approvals, the completion
of asset purchase agreements, the completion of the prospectus financing, the
approval of the board of directors of Valmoris and Biotonix, the approval of
the shareholders of Biotonix and the completion by the parties of a
satisfactory due diligence. Also, no adverse change must occur in the affairs
of Biotonix and Guimond until the closing of the Qualifying Transaction. There
can be no assurance that the Qualifying Transaction will be completed as
proposed or at all. Investors are cautioned that, except as disclosed in the
prospectus to be prepared in connection with the prospectus financing, any
information released or received with respect to the Qualifying 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.

Contact Information

  • Mr. Yves Morissette,
    President,
    Capital Valmoris Inc.,
    (450) 655-1887;

    Mr. Sylvain Guimond,
    President, Biotonix Inc.,
    (514) 915-5183;

    Mrs. Nathalie Pelletier,
    Assistant to the President,
    Biotonix Inc.,
    1-888-866-4988, ext. 229