Foccini International Inc.
TSX VENTURE : FOI

January 20, 2010 11:41 ET

Foccini Acquires Options to Purchase Two Additional Biotech Companies

TORONTO, ONTARIO--(Marketwire - Jan. 20, 2010) - Foccini International Inc. ("Foccini" or the "Company")(TSX VENTURE:FOI) announces it has acquired options to purchase 100% ownership of two Alberta based biotechnology companies. Both options expire on April 30, 2010. These companies, named 1495628 Alberta Ltd. and 1502440 Alberta Ltd respectively, are in addition to the previously announced pending acquisition of Arch Biotech Inc. ("Arch"), a private company specializing in biomedical technology and drug development.

The Company announced on December 18, 2009 it has submitted a change of business/reverse takeover application ("Transaction") to the TSX Venture Exchange (the "TSXV") and pursuant to TSXV Policy 5.2 - Changes of Business and Reverse Takeovers. Foccini has notified the TSXV it intends to exercise the options to acquire the two new Alberta corporations and to include them in the Transaction as "Concurrent Acquisitions" to the Arch acquisition. 

The final closing of the Transaction will depend on all regulatory and shareholder approvals.

Terms of the Option to Acquire 1495628 Alberta Ltd

The Company has agreed to pay approximately $20,000 in legal and patent fees on behalf of 1495628 Alberta Ltd. in consideration for the option.

Upon exercise of the option and the receipt of all necessary approvals, the Company will issue a total of 2,146,000 common shares in the capital of the Company (each, a "Common Share") to the shareholders of 1495628 Alberta Ltd. at a deemed price of $0.50 per share for a total value of $1,073,000 in return for all of the issued and outstanding shares in the capital of 1495628 Alberta Ltd..

About 1495628 Alberta Ltd.

1495628 Alberta Ltd. is a private company and was incorporated under the ABCA in October, 2009 to hold legal and beneficial title to the intellectual property produced by Dr. Randall Irvin and colleagues at the University of Alberta in connection with a research project specializing in peptide chemistry. The principal asset of 1495628 Alberta Ltd. presently consists of a provisional patent filed with the United States Patent and Trademarks Office relating to intellectual property developed by Dr. Irvin, Dr. D.Y. Li and Elisabeth Davis in the area of interfacing biological compounds and solid surfaces. The foregoing provisional patent was transferred and assigned to 1495628 Alberta Ltd. pursuant to the terms of an intellectual property transfer agreement between 1495628 Alberta Ltd., Dr. Irvin, Dr. Li, Elisabeth Davis and the University of Alberta.

The proposed distribution of Common Shares pursuant to the terms of the 1495628 Alberta Option and Purchase Agreement is as follows:

Dr. Randall Irvin 1,500,000 Common Shares
Dr. D.Y. Li 186,700 Common Shares
Elisabeth Davis 186,700 Common Shares
University of Alberta 272,600 Common Shares
Total         2,146,000 Common Shares

Terms of the Option to Acquire 1502440 Alberta Ltd

The Company has agreed to pay approximately $20,000 in legal and patent fees on behalf of 1502440 Alberta Ltd. in consideration for the option.

Upon exercise of the option and the receipt of all necessary approvals, the Company will issue a total of 1,667,000 Common Shares to the shareholders of 1502440 Alberta Ltd. at a deemed price of $0.50 per share for a total value of $833,500 in return for all of the issued and outstanding shares in the capital of 1502440 Alberta Ltd.

About 1502440 Alberta Ltd.

1502440 Alberta Ltd. is a private company and was incorporated under the ABCA during January 2010 to hold legal and beneficial title to the intellectual property produced by Dr. Stephen Robbins, Dr. Donna Senger and colleagues at the University of Calgary in connection with a research project specializing in brain cancer stem cells. The principal asset of 1502440 Alberta Ltd. presently consists of a provisional patent filed with the United States Patent and Trademarks Office relating to intellectual property developed by Dr. Robbins, Dr. Senger and Dr. Jennifer Rahn in the area of brain cancer stem cells. The foregoing provisional patent was transferred and assigned to 1502440 Alberta Ltd. pursuant to the terms of an intellectual property transfer agreement between 1502440 Alberta Ltd. and Dr. Robbins, Dr. Senger and Dr. Rahn.

The proposed distribution of Common Shares pursuant to the terms of the 1502440 Alberta Option and Purchase Agreement is as follows:

Dr. Stephen Robbins 750,000 Common Shares
Dr. Donna Senger 750,000 Common Shares
Dr. Jennifer Rahn 167,000 Common Shares
Total 1,667,000 Common Shares

Current Status of the Company's Reverse Takeover Application

The Company currently awaits feedback from the TSXV on the application it submitted on December 18, 2009 regarding the proposed Transaction. The Company is seeking Conditional Approval from the TSXV before proceeding with a special meeting of shareholders wherein shareholders of Foccini will be asked to consider and vote on a securities exchange transaction between the Company, Arch Biotech Inc. ("Arch"), the University of Calgary and the shareholders of Arch (the "Arch Acquisition Transaction") whereby, among other things, the Company will acquire all of the issued and outstanding shares in the capital of Arch in exchange for a total of 15,776,000 Common Shares. The Company also intends to close: (i) the two separate acquisitions of 1495628 Alberta Ltd. and 1502440 Alberta Ltd. resulting in the issuance of an aggregate of 3,813,000 Common Shares (the "Concurrent Acquisitions"), and (ii) a non-brokered private placement of 10,000,000 Common Shares for gross proceeds of up to $5,000,000 (the "Concurrent Private Placement").

Foccini currently has 26,371,179 Common Shares issued and outstanding. Foccini proposes to issue an aggregate of 29,589,000 Common Shares in connection with the completion of the Arch Acquisition Transaction, Concurrent Acquisitions and Concurrent Private Placement. As a result, the current shareholders of Foccini will own, in the aggregate, approximately 47.12% of the issued and outstanding Common Shares on a non-diluted basis. Accordingly, the Company has proposed to the TSXV that the completion of the Arch Acquisition Transaction, the Concurrent Acquisitions and Concurrent Private Placement will constitute a reverse takeover of Foccini in as much as the former Arch shareholders, former shareholders of 1495628 Alberta Ltd. and 1502440 Alberta Ltd. and the new shareholders of Foccini who subscribed for Common Shares pursuant to the Concurrent Private Placement will own 52.88% of the issued and outstanding Common Shares on a non-diluted basis. Moreover, three of the four members of the board of directors of the Resulting Issuer and all members of the proposed scientific advisory board of the Resulting Issuer will be designees of Arch.

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The Transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in a Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of Foccini International Inc should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

For more information on the Company, please consult the other public documents including all press releases, financial statements and management discussion and analysis filed on SEDAR at www.sedar.com

Forward-Looking Statements
All statements, other than statements of historical fact, in this news release are forward looking statements that involve various risks and uncertainties, including, without limitation, statements regarding the future plans and objectives of the Company. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. The Company assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy of this release.

Contact Information

  • Foccini International Inc.
    Richard Muruve
    Director
    (647) 428 7031