BioDE Ventures Ltd.

April 20, 2016 21:32 ET

BioDE Ventures Ltd. Announces Rights Offering and Other Matters

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 20, 2016) - BioDE Ventures Ltd. (the "Company") announces that it will be offering rights (the "Rights Offering") to holders of its common shares (the "Common Shares") of record at the close of business on April 18, 2016 (the "Record Date"). The rights issued under the Rights Offering (the "Rights") will expire on June 8, 2016 (the "Rights Expiry Date"). The Rights Offering will be conducted in all of the provinces of Canada.

Each registered shareholder of Common Shares on the Record Date will receive one (1) Right for each Common Share held by such shareholder. Each Right plus the sum of $0.025 will entitle the Rights holder to subscribe for one Common Share. The Rights issued under the Rights Offering will be evidenced by transferable rights certificates (each, a "Rights Certificate"), and will expire at 5:00 p.m. (Vancouver time) on the Rights Expiry Date, after which time unexercised Rights will be void and of no value.

Eligible shareholders are entitled to subscribe for additional Common Shares, subject to certain limitations set out in the Company's rights offering circular (the "Rights Offering Circular"). A copy of the Rights Offering Circular will be filed on www.sedar.com, together with a rights offering notice (the "Rights Offering Notice") in the first week of May, 2016. The Rights Offering Notice will be mailed to each of the eligible shareholders of the Company in the first week of May, 2016. Registered shareholders wishing to exercise their Rights must forward the completed Rights Certificates, together with the applicable funds to Equity Financial Trust Company, the rights agent of the Company, on or before the Rights Expiry Date. Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.

A fully subscribed Rights Offering is expected to generate gross proceeds of approximately $95,000. It is expected that such funds will be used for general corporate purposes and to fund acquisitions after deducting anticipated expenses for the Rights Offering. While the Company intends to spend the available funds as described, there may be circumstances where, for sound business reasons, a reallocation of the available funds may be necessary. In any event, the available funds will be used by the Company in furtherance of its business.

In connection with the rights offering, the Company has entered into an agreement (the "Stand-by Purchase Agreement") with Partner's Fund (the "Stand-by Purchaser"), a private trust managed by Pathfinder Asset Management Limited which is controlled by Douglas Brian Johnson, pursuant to which the Stand-by Purchaser has agreed to purchase (the "Stand-by Purchase") all of the common shares that are not otherwise purchased by holders of the rights under the rights offering. If the Stand-by Purchase is fulfilled and no other holder exercises their rights, the Stand-by Purchaser will own 50% of the Company's outstanding common shares upon completion of the rights offering.

The Company will issue to the Stand-by Purchaser 190,000 common shares in the capital of the Company as a fee for guaranteeing the rights offering. The fee will be paid on closing of the rights offering or on the termination of the Stand-by Purchase by the Company if it accepts a "superior offer" or under other circumstances where the Stand-by Purchaser terminates the Stand-by Purchase.

Annual and Special Shareholders' Meeting

At an annual and special meeting of the Company's shareholders (the "Shareholder's Meeting") to be held on June 1, 2016, shareholders will be asked to approve a 1-for-1,000 share consolidation and a subsequent 500-1 share split (collectively, the "Capital Restructuring") with the effect that shareholders of the Company who hold less than 1,000 shares will be bought out at $0.03 per share. It is currently contemplated that the Rights Offering will close immediately before the Company effects the Capital Restructuring so a shareholder who holds less than 1,000 shares after exercising any Rights under the Rights Offering will, after the Capital Restructuring, cease to be a shareholder of the Company. Shareholders will also be asked to approve an amendment to the Company's articles which adopts advance notice provisions. Details of the business to be conducted at the Shareholder's Meeting will be contained in the management information circular to be prepared in respect of the Shareholder's Meeting which will be available on the Company's profile at www.sedar.com at a later date.

The Company also announces that Bruce Schmidt has resigned as the Chief Executive Officer and Chief Financial Officer of the Company to pursue other interests but will continue on as a director of the Company. The Company thanks Mr. Schmidt for his service to the Company. Chester Shynkaryk, who is currently a director of the Company, will be coming on as the Company's new Chief Executive Officer and Chief Financial Officer.

Forward Looking Statements

This press release contains forward-looking information based on current expectations, including but not limited to our expectations in connection with the rights offering and Stand-by Purchase, including the use of proceeds and events which are proposed to occur on closing. Forward-looking information is often, but not always, identified by the use of the words "contemplate", "estimate", "expect" and "anticipate" and statements that an event or result "may", "will", "should", "could" or "might" occur and any similar expressions or negative variations thereof.

In providing forward-looking information in this press release, we have made numerous assumptions regarding the rights offering and Stand-by Purchase, which we believe to be reasonable, including assumptions relating to: (i) the satisfaction or waiver of all conditions to the completion of the Rights Offering and Stand-by Purchase; (ii) the expected actions of third parties; and (iii) the outcome of the Rights Offering and related transactions, including the expected use of proceeds. Forward-looking information entails various risks and uncertainties however that could cause actual results to differ materially from those reflected in the forward-looking information. Specific risks that could cause actual results to differ materially from those anticipated or disclosed in this press release include, but are not limited to: (i) failure to satisfy the conditions to complete the Rights Offering and Stand-by Purchase, including failure to receive required approvals; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Stand-by Purchase Agreement; (iii) the delay of completion or failure to complete the Rights Offering or Stand-by Purchase for any other reason; (iv) the amount of costs, fees and other expenses incurred in connection with the Rights Offering and Stand-by Purchase and working capital requirements which can involve unknown or unexpected expenditures; (v) the anticipated timing of the shareholders' meeting; (vi) the effects of the Capital Restructuring; (vii) the risk that the anticipated effects of the Rights Offering and Stand-by Purchase, if completed, may not result in the outcomes expected by us; and (viii) fluctuations in the fair value of investments due to thinly traded securities, issuer-specific events that effect a company's market value or general market conditions. In addition, general risks relating to capital markets, economic conditions, regulatory changes, as well as the operations of our business may also cause actual results to differ materially from those anticipated or disclosed in this press release. Forward-looking information are not guarantees of future performance, and management's assumptions upon which such forward-looking information are based may prove to be incorrect.

Accordingly, there can be no assurance that actual events or results will be consistent with the forward-looking information disclosed herein. In light of the significant uncertainties inherent in forward-looking information, any such forward-looking information should not be regarded as representations by us that our objectives or plans relating to the Rights Offering or Stand-by Purchase or otherwise will be achieved. Investors are cautioned not to place undue reliance on any forward-looking information contained herein and that such forward-looking information are provided solely for the purpose of providing information about our current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. In addition, forward-looking information relates to the date on which they are made.

We disclaim any intention or obligation to update or revise any forward-looking information contained in this press release, whether as a result of new information, future events or otherwise, except to the extent required by law.

Contact Information

  • Chester Shynkaryk
    Chief Executive Officer, Chief Financial Officer & Director
    Phone: 604-722-9140