VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 6, 2010)
NOT FOR DISSEMINATION IN THE
UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Ondine Biopharma Corporation (TSX:OBP)(AIM:OBP)
(the "Company") a medical technology company developing photodisinfection based
products today announced it has issued 12,530,000 Units for gross proceeds of
C$0.75 million under a tranche (the "Tranche") of a non-brokered private
placement (the "Placement") of up to 13,800,000 Units for aggregate gross proceeds
of C$0.83 million to qualified investors pursuant to applicable exemptions. Each Unit has a price of $0.06 and consists of one common share of the Company
and one share purchase warrant (a "Warrant") entitling the holder to acquire
one common share of the Company at an exercise price of $0.075 for a one year
period from closing.
Under the Tranche the Company issued 12,530,000
common shares and 12,530,000 Warrants expiring April 5, 2011. An application
has been made for the 12,530,000 common shares issued under the Tranche to be
admitted to trading on AIM ("Admission"), and Admission is expected to occur on
or about April 12, 2010. The common shares issued under the Tranche and the
common shares issuable on exercise of the Warrants issued under the Tranche are
subject to a regulatory hold period in Canada expiring August 6, 2010.
Pursuant to regulatory requirements, the Company
has until April 23, 2010 to complete the remaining 1,270,000 Units available
under the Placement. Completion of subsequent closings can not be assured and
are subject to certain conditions including, but not limited to, the receipt of
all necessary approvals.
Ms. Carolyn Cross, Ondine's
Chairman and CEO, participated in the Placement, purchasing 1,500,000 Units
(11.97% of the total units subscribed for in the Tranche). Ms. Cross, members
of her immediate family and the Courthill Foundation, a charitable foundation
in which Ms. Cross and her husband are directors, have a beneficial interest in
an aggregate of 19,721,133 common shares, which represents 16.02% of the
Company's 123,078,457 issued and outstanding common shares (the "Enlarged
Share Capital") immediately following the closing of the Placement (19.89%
assuming exercise of 975,000 stock options and 4,959,091 warrants held by Ms.
Shaw, a director of the Company, participated in the Placement, purchasing
170,000 Units (1.36% of the total units subscribed for in the Tranche). Ms.
Shaw has a beneficial interest in 582,940 commons shares (0.47%) of the Enlarged
Crane, a director of the Company, participated in the Placement, purchasing
420,000 Units (3.35% of the total units subscribed for in the Tranche). Mr.
Crane has a beneficial interest in 430,500 common shares (0.35%) of the Enlarged
of the Company participated in the Placement by purchasing a combined total of
340,000 Units (2.72% of the total units subscribed for in the Placement).
The sale of the Units to insiders constitutes a
"related party transaction" pursuant to Canadian securities regulation. However, the transaction is exempt from applicable formal valuation and
minority shareholder approval requirements as neither the fair market value of
the Units issued to insiders nor the consideration paid by such insiders for
the Units exceeds 25% of the market capitalization of the Company. The
material change report in respect of this transaction was not filed at least 21
days in advance of the closing of the Placement as the Company was in need of
the funds. The Company considers the shortened timeframe to be reasonable
under these circumstances.
Ms. Cross's, Ms.
Shaw's and Mr. Crane's participation in the Tranche constitutes a related party
transaction for the purposes of the AIM Rules for Companies (the "Related
Party Transactions"). Accordingly, the directors of the Company
(excluding Ms. Cross, Ms. Shaw, and Mr. Crane), having consulted with its
nominated adviser, consider the terms of the Related Party Transactions to be fair
and reasonable insofar as the Company's shareholders are concerned.
The total number of voting rights attached to the
Enlarged Share Capital on the basis of one vote per common share is
123,078,457. This voting rights figure may be used by shareholders of the Company
as the denominator for the calculations by which they will determine whether
they are required to notify their interests in, or a change to their interest
in, the Company under the Disclosure and Transparency Rules of the Financial
Security Authority (FSA) in the United Kingdom.
This press release does not constitute an offer
to sell or a solicitation of an offer to sell any of the securities in the
United States. The securities have not been and will not be registered under
the U.S. Securities Act or any state securities laws and may not be offered or
sold within the United States unless registered under the U.S. Securities Act
and applicable state securities laws or an exemption from such registration is
developing non-antibiotic therapies for the treatment of a broad spectrum of
bacterial, fungal and viral infections. The Company is focused on developing
leading edge products utilizing its patented light-activated technology.
Photodisinfection provides broad-spectrum antimicrobial efficacy without
encouraging the formation and spread of antibiotic resistance. The Company is
based in Vancouver, British Columbia, Canada, with a research and development
laboratory in Bothell, Washington, USA. For additional information, please
visit the Company's website at: www.ondinebiopharma.com.
Certain statements contained in this
release containing words like "believe", "intend",
"may", "expect" and other similar expressions, are
forward-looking statements that involve a number of risks and uncertainties.
Factors that could cause actual results to differ materially from those
projected in the Company's forward-looking statements include the following:
market acceptance of our technologies and products; our ability to obtain
financing; our financial and technical resources relative to those of our
competitors; our ability to keep up with rapid technological change; government
regulation of our technologies; our ability to enforce our intellectual
property rights and protect our proprietary technologies; the ability to obtain
and develop partnership opportunities; the timing of commercial product
launches; the ability to achieve key technical milestones in key products and
other risk factors identified from time to time in the Company's public filings.
The TSX Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.