A2 Acquisition Corp.

February 27, 2017 18:23 ET

A2 Acquisition Corp. Announces TSXV Conditional Approval and the Increase of Medicenna Therapeutics Inc. Offering Size to $4,000,000

CALGARY, ALBERTA--(Marketwired - Feb. 27, 2017) -


A2 Acquisition Corp. ("A2" or the "Company") (TSX VENTURE:APD.P), a capital pool company, is pleased to announce that the offering being conducted by Medicenna Therapeutics Inc. ("Medicenna") has been increased, due to market demand, to $4,000,000 (the "Private Placement"). The Private Placement is led by Richardson GMP Limited and includes Bloom Burton Securities Inc. in the syndicate.

A2 and Medicenna intend to complete a business combination proposed to constitute A2's Qualifying Transaction, as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the "Proposed Transaction"). The Proposed Transaction will result in A2 acquiring all of the issued and outstanding equity shares of Medicenna in exchange for common shares of A2, on a post consolidation basis.

The Company is also pleased to announce that it has received conditional acceptance from the Exchange for the Proposed Transaction and as a result it has SEDAR filed its filing statement dated February 27, 2017 (the "Filing Statement").

The Proposed Transaction is subject to, among other things, final approval of the TSX Venture Exchange (the "Exchange") and standard closing conditions, including the conditions described below.

Upon completion of the Proposed Transaction, A2 will continue on with the business of Medicenna.

Subject to satisfactory completion of due diligence, the parties expect to close the Proposed Transaction on or before March 3, 2017 (or such other date as may be mutually agreed in writing between A2 and Medicenna) ("Closing"), which will include: (a) the acquisition of all of the securities of Medicenna; (b) the change of management and the Board of Directors of the Company as set forth in the Filing Statement; (c) the consolidation of the Company shares on a 14:1 basis; and (d) the name change of the Company to Medicenna Therapeutics Corp.

Further particulars of the Proposed Transaction may be found in the news release dated February 6, 2017 and the Filing Statement.

About Medicenna

Medicenna Therapeutics is a clinical stage immuno-oncology company developing novel highly selective engineered versions of IL‐2, IL‐4 and IL‐13 cytokines called Superkines™ and first in class Empowered Cytokines™ (ECs). Its wholly owned subsidiary, Houston‐based Medicenna BioPharma, is specifically targeting the Interleukin‐4 Receptor (IL4R), which is over‐expressed by at least 20 different types of cancer affecting more than one million new cancer patients every year. Medicenna's lead IL‐4EC, MDNA55, is enrolling in a Phase 2b clinical trial for recurrent glioblastoma (rGB), the most aggressive and common form of brain cancer. MDNA55 has completed three clinical trials in 72 patients with rGB, demonstrated compelling efficacy and obtained Fast‐Track Designation from USFDA and Orphan Drug Status from USFDA and EMA. For more information, please visit www.medicenna.com.

Further Information

All information contained in this news release with respect to A2 and Medicenna was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, final Exchange acceptance. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the 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.

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.

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

This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction, the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of the Company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions to completion of the Proposed Transaction set forth above and other risks detailed from time to time in the filings made by the Company with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. As a result, the Company cannot guarantee that the Proposed Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

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