BioExx Specialty Proteins Ltd.

BioExx Specialty Proteins Ltd.

November 20, 2012 07:00 ET

BioExx Closes Convertible Debenture Offering

Material Insider Participation

TORONTO, ONTARIO--(Marketwire - Nov. 20, 2012) -


BioExx Specialty Proteins Ltd. ("BioExx" or the "Company") (TSX:BXI), the first company to commercialize a new and complete food-grade protein from a major global crop in 50 years, is pleased to announce that it has closed its previously announced convertible debenture offering, for gross proceeds of $2,925,000 (the "Offering").

Subscribers of the Debentures ("Debentureholders") are provided with subordinated security over the personal property of the Company and its subsidiary, BioExx Proteins of Saskatoon Inc. The Debentures bear interest at a rate of 12% per annum, and will be convertible into units (the "Units") at a conversion price of $0.10 per Unit, with each Unit being comprised of one common share in the capital of the Company (the "Common Shares") and one half of one share purchase warrant (the "Warrants"), with each whole Warrant being exercisable into one Common Share, and having a three year term and an exercise price of $0.15 per share. The Debentures mature 3 years from their date of issuance and may be repaid by the Company at any time following the first twelve months of their issuance, subject to the conversion rights of Debentureholders.

The Offering was non-brokered and proceeds of the Offering will be used for working capital and general corporate purposes. On closing, certain finders in the Offering received a cash commission equal to 5% the aggregate proceeds sourced by each such finder and finder's warrants entitling such finders to acquire an aggregate of 282,500 Common Shares at an exercise price of $0.10 per share for a period of two years from the date of issuance.

"We are pleased to have completed this private placement in difficult market conditions which will provide us with necessary financial resources as we move through the next stages of our business plan execution. The significant insider participation in this Offering is reflective of the confidence of the board and management in a successful outcome and a strong future for BioExx," said BioExx CEO, Chris Schnarr.

Insiders of the Company purchased $716,000 of the Offering. The Placement is considered to be a related party transaction as defined under Multilateral Instrument 61-101 ("MI 61-101"). The Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders will exceed 25% of the Company's market capitalization.

About BioExx Specialty Proteins Ltd.

Headquartered in Toronto, Canada, BioExx is focused on the separation of oil and high-value proteins from oilseeds for global food, beverage, nutrition, and other markets. BioExx employs trade secret, patented and patent-pending technologies that enable the separation of high-value food-grade proteins from canola, at commercial scales. BioExx believes that these processes cumulatively have the potential to make a valuable contribution to global food and protein supply while maintaining an environmentally sustainable footprint.

To find out more about BioExx Specialty Proteins Ltd. (TSX:BXI), please visit

The statements made in this press release include forward-looking statements that involve a number of risks and uncertainties. These statements relate to future events or future performance and reflect management's current expectations and assumptions. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, such as the economy, generally, competition in its target markets, the demand for BioExx's products, the availability of funding, the efficacy of its technology, and the anticipated costs of BioExx's plant construction and operation. These forward-looking statements are made as of the date hereof and BioExx does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from BioExx's expectations and projections.

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