Life Sciences Institute Inc.
TSX VENTURE : LSN

Life Sciences Institute Inc.

November 02, 2009 17:52 ET

Life Sciences Announces Change of Business and Close of TSX Venture Exchange Compliance Review

CALGARY, ALBERTA--(Marketwire - Nov. 2, 2009) - LIFE SCIENCES INSTITUTE INC. (TSX VENTURE:LSN) (the "Corporation" or "Life Sciences"), announces that the Compliance and Disclosure Department of the TSX Venture Exchange (the "Exchange") has completed its Compliance Review of the Corporation's affairs. The Corporation further announces that it will be seeking the ratification of the acquisition of certain oil and gas assets, along with the disposition of its current educational assets which is intended to constitute a change of business ("COB") in accordance with the policies of the Exchange ("Exchange Policies"). Along with the COB, the Corporation will be proposing a new management team to take over following completion of the COB, in addition Life Sciences intends prior to the completion of COB to close both a brokered offering by way of a Short Form Offering Document ("SFOD") and a non-brokered private placement and effect a share consolidation on a 3 to1 basis.

The Corporation's common shares ("Common Shares") are currently suspended from trading. The Exchange has informed the Corporation that reinstatement to trading of the Corporation's Common Shares will not occur until such time as all of the outstanding Exchange requirements ("Exchange Requirements") have been satisfied. To date, the Corporation has not satisfied these Exchange Requirements, therefore the Corporation's Common Shares will remain suspended and there is no assurance when reinstatement to trading of the Corporation's Common Shares will occur, if at all.

Results of the Compliance Review

On May 6, 2009 the Compliance and Disclosure Department of the Exchange, in response to the Corporation's request to have its Common Shares reinstated for trading on the Exchange, commenced a review of the Corporation's compliance with Exchange Policies and requirements (the "Compliance Review"). On August 31, 2009, after numerous exchanges between the Corporation and the Exchange, the Exchange concluded its review of the Corporation's affairs determining that the following contraventions of Exchange Policies had occurred:

1. Failure to File Closing Documents with the Exchange for two Private Placements

Background

On October 20, 2005, the Exchange issued conditional approval for the issuance of an aggregate of 11,640,000 Common Shares by way of private placements. On November 10, 2005 and August 23, 2007 the Corporation proceeded to close two private placements representing a total aggregate issuance of 9,283,188 Common Shares (the "Impugned Private Placements"). The Corporation did not file the specified closing documents as set out in the Exchange's conditional approval letters within the prescribed timeframe and therefore such Impugned Private Placements were closed without the required Exchange approval. As a result the Corporation failed to comply with the following Exchange Policies:

a. Section 1.14 of Exchange Policy 4.1 requires that the specified closing documents be submitted within 15 days of receipt the Exchange's conditional approval letter or the approval would be revoked.

b. As a result of the Corporation's above infraction, the issuance of the 9,283,188 Common Shares was completed without the receipt of final Exchange approval and therefore the 9,283,188 Common Shares were issued in contravention of section 2.4 of Form 2D Listing Agreement which requires the Corporation not to issue any securities without prior approval of the Exchange.

2. Acquisition of Assets without Prior Exchange Approval

Background

As provided in greater detail below, the Corporation entered into three separate agreements dated August 17, 2005, August 24, 2005 and June 10, 2005 (collectively the "Transaction Agreements"), wherein Life Sciences agreed to purchase certain oil and gas assets (the "Target Assets"). The Corporation made application for Exchange approval for two of the acquisitions of the Target Assets. However, the Corporation failed to make an application for Exchange approval for the third acquisition of Target Assets. Furthermore, the Exchange has not, as of the date herein, issued final approval for any the acquisitions of the Target Assets. Notwithstanding the lack of Exchange approval and the fact that only a portion of the consideration for the Target Assets had been paid pursuant to the Transaction Agreements, as set out in greater detail below, the Corporation proceeded to perform a portion of its obligations under the Transaction Agreements and proceeded to take possession of the Target Assets from an accounting perspective. As such, the Target Assets were acquired without Exchange approval. Therefore the Corporation contravened the following Exchange Policies:

a. Section 5.5 of Exchange Policy 5.3 states that the Corporation must not close any asset purchase transaction until it has received final Exchange approval. The Corporation proceeded to perform a portion of its obligations under the Transaction Agreements and proceeded to take possession of the Target Assets (as per the Corporation's balance sheet) without receiving final Exchange approval. Therefore, the Exchange has taken the position that the Corporation acted in contravention of the spirit and intent of section 5.5 of Exchange Policy 5.3.

b. The Corporation also did not make an application for Exchange approval of one of the acquisitions of Target Assets nor did the Corporation issue a news release regarding such acquisition. Therefore, the Corporation contravened section 5.2 of Exchange Policy 5.3 which requires that as soon as an agreement is reached, the Corporation must complete the Exchange filing and issue a news release disclosing the agreement.

3. Change in Share Capital without Exchange Approval

Background

On December 10, 2004 the Corporation held an annual and special meeting of its shareholders, wherein, among other things the Corporation approved a consolidation of its Common Shares on a 6:1 basis (the "6:1 Consolidation"). On August 22, 2005 the Corporation made application to the Exchange for approval for the 6:1 Consolidation, the Exchange never granted approval of this 6:1 Consolidation. Despite shareholder approval for the 6:1 Consolidation the directors and officers of the Corporation did not elect to enact the 6:1 Consolidation at that time. It was not until February 13, 2008 that the 6:1 Consolidation was effected at Alberta Corporate Registries (the "Registry"). It is the Corporation's position that such action was taken in error and as such the Corporation has made an application to the Registry to reverse the 6:1 Consolidation, which application remains pending. There is no assurance that the application will be granted. Notwithstanding the fact that the 6:1 Consolidation was effected in error, the Exchange finds the Corporation violated Exchange Policy by proceeding to effect the 6:1 Consolidation without having received Exchange approval. Therefore the Corporation contravened the following Exchange Policies:

a. Section 7.1 of Exchange Policy 5.8 states that consolidations are "subject to both Exchange acceptance and shareholder approval". Notwithstanding the fact that shareholder approval for such consolidation has been received, the Corporation is in contravention of this requirement as the Exchange has never issued final approval for such consolidation.

4. Failure to Hold an Annual General Meeting

Background

The Corporation has not held an annual general meeting of its shareholders since December 10, 2004 and as such is violation of the Exchange Policies governing issuer's meeting requirement. Specifically the Corporation contravened Section 3.1 of the Exchange Policy 3.2, which requires that an issuer must hold an annual general meeting every 15 months.

In response to the Compliance Review the Corporation has established a compliance and disclosure policy and a compliance and disclosure committee of the Board or Directors to oversee the Corporation's compliance with such policies and the Corporation's activities in this regard. Additionally, on the management level the Corporation has appointed Mr. Robert C. Thomas as the Corporation's compliance officer ("Compliance Officer") to be charged with ensuring the Corporation's compliance with Exchange Requirements going forward. Following the completion of the COB, Mr. Leonard Van Betuw will be appointed the Compliance Officer for the Corporation.

Additional Information

A. Cease Trade Orders

On or about August 1, 2003 the Alberta Securities Commission ("ASC") and the British Columbia Securities Commission ("BCSC") issued Cease Trade Orders ("CTOs") relative to Life Sciences for failure to file its annual financial statements for the year ended December 31, 2002 within the prescribe period of time. The annual financial statements for the year ended December 31, 2002 were filed on November 26, 2004 and the CTOs was revoked on or about July 4, 2005.

On or about May 19, 2006 the ASC and the BCSC issued CTOs relative to Life Sciences for failure to file its annual financial statements for the year ended December 31, 2005 within the prescribe period of time. The annual financial statements for the year ended December 31, 2005 were filed, all relevant continuous disclosure requirements and all associated fees to the ASC and the BCSC were paid up to date and on or about January 12, 2007 the CTOs were revoked.

On May 7, 2007 the ASC and the BCSC issued CTOs relative to Life Sciences for failure to file annual financial statements for the year ended December 31, 2006 within the prescribe period of time. On or about July 24, 2007 the CTOs were revoked following the Corporation having met all the relevant continuous disclosure requirements, having paid all associated fees to the ASC and having filed the annual financial statements for the year ended December 31, 2006.

Any and all delays by the Corporation in filing its financial statements and or responding to the above noted CTOs were the direct result of the financial hardship of the Corporation during this period. The Corporation is not currently subject to any CTOs.

B. Suspension of Common Shares from trading on the TSX Venture Exchange

On June 3, 2003, the Exchange suspended the Corporations shares from trading for among other things failure to comply with disclosure requirements. The Corporation has completed the Compliance Review in an effort to have such suspension lifted.

Change of Business

Life Sciences is pleased to announce that pursuant to the Transaction Agreements, Life Sciences has agreed to purchase the Target Assets, following which the Corporation will become a "resource issuer" pursuant to the policies of the TSX Venture Exchange. As stated above, although only a portion of the consideration for the Target Assets has been paid pursuant to the Transaction Agreements, all of the Target Assets have been, from an accounting perspective, acquired and appear as assets starting on the December 31, 2007 audited financial statements of Life Sciences. As such, the ratification of the acquisition of the Target Assets, which are non-arm's length transactions, will require the ratification of a majority of the minority of Life Sciences shareholders.

Concurrently with, or immediately following, the completion of the ratification of the acquisition of Target Assets, Life Sciences will dispose of the assets and liabilities relating to the educational business currently carried on by Life Sciences (the "Education Assets") to the current management of Life Sciences at a price of $985,058, with the purchase price being paid entirely by way of the assumption of all indebtedness and liabilities of Life Sciences relating to the Education Assets.

Life Sciences intends that the acquisition of the Target Assets and the disposition of the Educational Assets will constitute a COB in accordance with the policies of the Exchange for which Life Sciences has made application to the Exchange for approval. Following the receipt of shareholder approval and ratification, completion of the COB, which includes the successful completion of both the Brokered Offering and Non-Brokered Private Placement, as hereafter defined, and the necessary regulatory and Exchange approvals, the Corporation will be reclassified as a resources issuer under the name "Quattro Exploration and Production Inc." and, assuming satisfactory completion of the Compliance Review, the Common Shares will be listed for trading on the Exchange. The acquisition of the Target Assets and the disposition of the Educational Assets are non-arm's length transactions, and therefore subject to the approval of a majority of the minority of Life Sciences shareholders. The closing of the COB will result in a change of management and the board of directors of the Corporation. The Corporation intends to amend its articles in conjunction with the COB to effect a consolidation of the Common Shares on a 3:1 basis (the "Share Consolidation"), such consolidation will require shareholder approval and will occur after the close of the Non-Brokered Private Placement, the Brokered Offering and the COB.

Description of the Target Assets and the Transaction Agreements being Ratified

The Target Assets are comprised of a 100% working interest in and to certain petroleum and natural gas leases issued by the Government of Saskatchewan and covering 6,400 acres of land in south-central Saskatchewan together with all available related and technical data (the "Saskatchewan Target Assets"), all data, working papers and interpretations approximately 71 kilometers of 2D high resolution seismic data, geological studies, interpretations, research and archives in respect of 67,000 hectares of lands in the Cobequid Region of Nova Scotia (the "Nova Scotia Target Assets") and certain seismic data relative to potential oil and gas properties located in North Central Alberta (the "Seismic Target Assets").

Pursuant to the agreement for the purchase of the Saskatchewan Target Assets (the "Saskatchewan Transaction Agreement"), Life Sciences agreed to purchase from Kinetex Multi-Component Inc. ("Kinetex"), a corporation incorporated pursuant to the Business Corporations Act (Alberta) ("ABCA"), a wholly owned subsidiary of Kinetex Resources Corporation, a corporation incorporated pursuant to the ABCA, the Saskatchewan Target Assets for the sum of $746,050. Life Sciences have, as of the date herein, paid Kinetex $225,000 in cash, pursuant to the Saskatchewan Transaction Agreement. The remaining $521,050 payable pursuant to the Saskatchewan Transaction Agreement will be paid at the close of the COB through the issuance of 525,000 Common Shares at an ascribed value of $0.60 per Common Share and an additional cash payment of $206,050 which will also payable at the close of the COB. Mr. Leonard Van Betuw, a prospective director of Life Sciences following closing, is a Control Person of Kinetex Resources Corporation as such terms is defined TSX Venture Exchange Policy 1.1. The successful ratification of the acquisition of the Saskatchewan Target Assets is conditional upon the receipt of shareholder ratification, on a majority of the minority basis, completion of the COB, which includes the successful completion of both the Brokered Offering and Non-Brokered Private Placement and the necessary regulatory and Exchange approvals.

Pursuant to the agreement for the purchase of the Nova Scotia Target Assets (the "Nova Scotia Transaction Agreement"), Life Sciences agreed to purchase the Nova Scotia Target Assets from Kinetex for the sum of $763,720. Life Sciences have, as of the date herein, paid Kinetex $75,000 of cash, pursuant to the Nova Scotia Transaction Agreement. The remaining $688,720 payable pursuant to the Nova Scotia Transaction Agreement will be paid at the close of the COB through the issuance of a 600,000 Common Shares at an ascribed value of $0.90 per Common Share and an additional cash payment of $148,720 will also payable at the close of the COB. The successful ratification of the acquisition of the Nova Scotia Target Assets is conditional upon the receipt of shareholder ratification, on a majority of the minority basis, completion of the COB, which includes the successful completion of both the Brokered Offering and Non-Brokered Private Placement and the necessary regulatory and Exchange approvals.

Pursuant to the agreement for the purchase of the Seismic Target Assets (the "Seismic Transaction Agreement"), Life Sciences agreed to purchase the Seismic Assets from Cacique Petroleum Ltd. ("Cacique"), a corporation incorporated pursuant to the ABCA, for $449,400. Life Sciences have, as of the date herein, paid Cacique $150,000 cash, pursuant to the Seismic Transaction Agreement. The remaining $299,400 payable pursuant to the Seismic Transaction Agreement will be paid at the close of the COB through the issuance of 200,000 Common Shares at an ascribed value of $0.90 per Common Share, the issuance of a promissory note by Life Sciences in the amount of $90,000 and an additional cash payment of $29,400, all also payable at the close of the COB. Mr. Leonard Van Betuw, a prospective director of Life Sciences following closing, is a Control Person of Cacique as such terms is defined TSX Venture Exchange Policy 1.1. The successful ratification of the acquisition of the Seismic Target Assets is conditional upon the receipt of shareholder ratification, on a majority of the minority basis, completion of the COB, which includes the successful completion of both the Brokered Offering and Non-Brokered Private Placement and the necessary regulatory and Exchange approvals.

An information circular in respect of the COB will be prepared in accordance with polices of the Exchange and filed on www.sedar.com and mailed to shareholders in advance of a meeting thereof that will be held for the purposes of approving the COB. The board of directors of Life Sciences has unanimously approved the terms of the COB, the acquisition and ratification of the Target Assets and the private placement described below. Wolverton Securities Ltd. ("Wolverton") has agreed to act as the Sponsor relative to the COB.

Additional Information relative to the Target Assets

A. Saskatchewan Target Assets

The Saskatchewan Target Assets, which comprise the Wood Mountain, Saskatchewan property contains prospective resources in three prospects as summarized below:



Before Risk

Best Estimates Corporation Gross Corporation Net
Oil MSTB Oil MSTB
Bakken 630 551
Madison South 1666 1301

Madison North 833 650
--------- ----------
Total 3129 2502

Low Estimates
Bakken 210 184
Madison South 555 433
Madison North 278 217
--------- ----------
Total 1043 834

High Estimates
Bakken 1890 1645
Madison South 4999 3870
Madison North 1944 1518
--------- ----------
Total 8833 7033

Arithmetic Averages
Bakken 910 793
Madison South 2407 1868
Madison North 1018 795
--------- ----------
Total 4335 3456


After Risk

Arithmetic Averages Corporation Gross Corporation Net
Oil MSTB Oil MSTB
Bakken 137 119
Madison South 241 187

Madison North 102 80
--------- ----------
Total 480 386


The report, dated effective August 1, 2008, was prepared by Chapman Petroleum Engineering Ltd., a firm of professional geologists and petroleum engineers which is completely independent of Life Sciences Institute Inc. The estimate of Prospective Resources has been prepared in accordance with NI 51-101 and COGE Handbook standards. The report has been prepared by and/or supervised by a "Qualified Reserves Evaluator and Auditor".

Prospective resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective resources have both an associated chance of discovery and a chance of development. Prospective resources are further subdivided in accordance with the level of certainty associated with recoverable estimates assuming their discovery and development and may be subclassified based on project maturity.

There is no certainty that any portion of the resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the resources. No reserves have been attributed to his property.

The Corporation is scheduled to complete a 3D/3C seismic survey comprising of 32 sq. miles in the fourth quarter of 2009, at a cost of $750,000, and upon completion of the analysis will be finalizing the location of two exploratory wells scheduled to be drilled in the first quarter of 2010, at a cost of $1,400,000.

B. Nova Scotia Target Assets

The Corporation intends to review the priority data owned by the Corporation over the next 12 months. The Corporation will be incorporating activities in the Maritimes region of the past 5 years by way of a geological field study of surface contacts and geophysical data to refine the targets previously identified by the seismic data. The budgeted expenditures on the Nova Scotia Target Assets are being limited to $5000 in 2010, due to the prospects being weighted towards natural gas and the current pricing of same.

C. Seismic Target Assets

The seismic data base owned in North Central Alberta provides the Corporation a position to evaluate lands that currently scheduled to expire in 2009 and 2010 and the Corporation is confident that by applying current processing and interpretation techniques it will be positioned to identify previously unidentifiable gas prospects. The budgeted expenditures relative to the Seismic Target Assets are being limited to $5000 in 2010, due to the prospects being weighted towards natural gas and the current pricing of same.

Offerings

The Corporation is also pleased to announce that it has engaged Wolverton to act as agent, on a commercially reasonable efforts basis, in connection with an offering by way of a SFOD for up to 20,000,000 units (each a "Brokered Unit") at a price of approximately $0.10 per Brokered Unit (the "Issue Price") for gross proceeds to Life Sciences of up to $2,000,000 (the "Brokered Offering"). The Brokered Offering is contingent upon the Corporation filing with the Exchange and the acceptance by the Exchange of among other things a SFOD and upon filing an Annual Information Form prepared by the Corporation in accordance with applicable securities regulatory requirements. Each Brokered Unit being comprised of one Common Share of Life Sciences and one half of one non-transferable Common Share purchase warrant entitling the holder thereof to acquire, for every whole warrant, one additional Common Share of Life Sciences at a price of $0.12, for a period of 24 months from the date of the closing of the Brokered Offering and additional one half of one non-transferable Common Share purchase warrant entitling the holder thereof to acquire, for every whole warrant, one additional Common Share of Life Sciences at a price of $0.18, for a period of 36 months from the date of the closing of the Brokered Offering. Wolverton will be paid a corporate finance fee of $27,000 plus GST, a commission equal to 8% of the amount raised pursuant to the Brokered Offering, plus expenses, and Wolverton will also receive an option to acquire Common Shares in an amount which equals up to 8% of the number of Brokered Units sold pursuant the Brokered Offering ("Broker's Warrants"), at the Issue Price, exercisable for 36 months from the close of the Offering.

The Corporation is further pleased to announce that it has arranged a non-brokered private placement (the "Non-Brokered Private Placement") of up to 10,000,000 units (each a "Non-Brokered Unit") at a price of $0.05 per Non-Brokered Unit for gross proceeds to Life Sciences of up to $500,000 which it intends to close prior to the Brokered Offering and the COB. Each Non-Brokered Unit consists of one Common Share of Life Sciences and one non-transferable Common Share purchase warrant (a "Non-Brokered Warrant"). Each Non-Brokered Warrant entitles the holder thereof to acquire one additional Common Share of Life Sciences at a price of $0.067, for a period of 24 months from the date of the closing of the Non-Brokered Private Placement. The Corporation has agreed to pay Wolverton a commission equal to 4% of the amount raised by Wolverton pursuant to the Non-Brokered Private Placement.

The Corporation intends to use the proceeds relative to both the Brokered Offering and the Non-Brokered Private Placement (the "Offering Proceeds") to initially cover certain general administrative expenses and certain expenses relative to maintaining the Target Assets. In addition, the Corporation intends to use the Offering Proceeds to run a 3D/3C seismic survey over the land which comprises the Saskatchewan Target Assets. Following analysis of the survey, three exploration wells are forecast to be drilled to evaluate the oil target formations and three additional shallow wells to evaluate the shallow gas targets. Depending on results of the exploratory work, up to 20 oil wells and 20 gas wells may be drilled to develop these prospects.

There are currently 21,565,746 Common Shares of Life Sciences issued and outstanding. Following the completion of the ratification of acquisition of the Target Assets, the COB, the maximum offering pursuant to the Non-Brokered Private Placement and the Brokered Offering and the Share Consolidation there will be 17,630,249 Common Shares of Quattro Exploration and Production Inc. issued and outstanding. It is expected that at such time Mr. Leonard Van Betuw, will be a Control Person of Quattro as such terms is defined TSX Venture Exchange Policy 1.1.

Proposed Management

Life Sciences' current management will continue as officers and directors of the Corporation until the completion of the COB. At the meeting of Shareholders of Life Sciences the following individuals will be presented for election as the new board of directors of Life Sciences to carry the Corporation forward following completion of the COB:

Leonard Van Betuw - President, Chief Executive Officer, Corporate Secretary and Director. Leonard Van Betuw co founded Kinetex in 1998. On graduating with a BSc in Geophysics from the University of Saskatchewan in 1987, he began his career as a field service technician with Veritas Geophysical, currently known as Veritas DGC. Later he joined Western Geophysical in Western Canada and Venezuela where he was part of a regional management team in Venezuela with Pioneer Exploration. He also held a senior management position with Airborne Resource Development. From his management experience gained at Veritas, Western Geophysical, and Airborne, he founded NRG Services and served as President and COO for five years before selling the business to his partners. He has extensive field experience in over one hundred projects in numerous locations around the world. His technical background includes integrated quality control, 3D seismic survey design, data processing and seismic modeling. His extensive practical experience in economics and management provide a strong basis for Kinetex Inc.

Leonard A. Zaseybida - Vice President - Exploration, and Director. Mr. Zaseybida holds a degree in Geological Engineering from The Colorado School of Mines awarded in 1955. He is licensed to practice as a Professional Engineer in Alberta and is a member of The American Association of Petroleum Geologists. His past experience is geologist Hudson Bay Oil & Gas Co. Ltd, 1955 - 1957. Contract geologist Inter Mountain Petro Mining, 1957. Primary duties were to examine and initiate mining projects in Canada and the United States. Uranium exploration projects were managed in the Utah and Arizona regions. An exploration program for copper ores as well as lead-silver were undertaken as well as a mining and ore milling operation in the state of Washington. Leonard Zaseybida & Associates Ltd was formed in 1958. A corporation contracted work for the Petroleum industry in Western Canada. In 1971 Leonard Zaseybida became president of a privately owned subsidiary of a United States exploration company which managed Canadian and foreign efforts for the corporation. In 1990 Leonard Zaseybida became president of Beacon Energy which later was merged to form Consolidated Beacon Resources Ltd. He served as a director until 2004. Leonard Zaseybida currently operates as an independent consultant to the Petroleum industry as well operating his own oil and gas interests.

Benta Ackerman - Chief Financial Officer. Ms. Ackerman started her oil and gas career in 1985 at the Turbo Refinery in Balzac. She has worked with several accounting firms in Calgary and eventually started her own oil and gas consulting company in 1999. Her clients range in the small to mid size oil and gas companies and vary from well head distribution to well production.

Jeff Decter - Director. Mr. Jeff Decter was born in Weyburn, Saskatchewan and moved to Calgary, Alberta in 1986. He moved into an executive Management position within the automotive sector earning experience and recognition in the Rental and Sales divisions. Mr. Decter advanced towards an entrepreneurial role and eventually ventured into the realm of real estate where he became an Appraiser. Eventually he joined the Technology Industry through Moco (later evolved into Clearnet). Mr. Decter worked as an Account Executive for the firm earning a top 5 Nationwide Performance status for Canadian sales. Since that time, his expertise in the areas of sales, marketing and financing have established him as one of the forefathers in Alternative lending for the Automotive Industry. Mr. Decter brings with him an extensive social Network of individuals, enterprises and organizations.

Jeffery Standen - Director. Mr. Standen has a wealth of oil and gas experience with both small private companies and large public companies spanning more than 30 years. Mr. Standen is currently and has been since 1977 the president and director of Kinghorn Resources Ltd., a private resource consulting company. Mr. Standen co-founded the following TSX Venture Exchange listed companies; Ecanto Potash Corp., Canadian Phoenix Resources Corp. (formerly Arapahoe Energy Corporation) and Sentinel Rock Oilsands Corporation. Mr. Standen was from February 1997 to December 2004 the president, chief executive officer, director and founder of Extreme Energy Corporation, a company listed on the TSX Venture Exchange. From April 1997 to February 2004 Mr. Standen was the president, chief executive officer, director and founder of Charger Energy Corporation which is now part of Canadian Phoenix. Prior thereto from 1993 to 1997 Mr Standen co-founded and was president, chief executive officer, director of TSX listed, Canadian Leader Energy Inc. which subsequently changed its name to Centurion Energy International Inc. Mr. Standen is currently a director and officer of Daredevil Energy Ltd., a private oil and gas company.

Other Information

Completion of the COB is subject to a number of conditions, including, but not limited to: the satisfaction of the minimum listing requirements of the Exchange; Exchange approval of the COB; Consolidation; the Brokered Offering and Non-Brokered Private Placement; sufficient funds having been raised pursuant to the Brokered Offering and Non-Brokered Private Placement; and the approval of the disinterested shareholders of Life Sciences. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the COB, any information released or received with respect to the COB may not be accurate or complete and should not be relied upon. Trading in the securities of Life Science should be considered highly speculative.

The 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. Wolverton Securities Ltd., subject to completion of satisfactory due diligence, has agreed to act as sponsor to Life Sciences Institute Inc. in connection with the transaction. An Agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

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

  • Life Sciences Institute Inc.
    Robert C. Thomas
    President and Chief Executive Officer
    (403) 247-4319