TORONTO, ONTARIO--(Marketwired - April 1, 2014) - BIOSENTA INC. (CSE:ZRO) (the "Company") is pleased to report that as of April 1, 2014, Bassett Financial Corporation Director, Chris Carl, has been named as the interim Chief Financial Officer of the Company. Mr. Carl has more than two decades experience as CFO or CEO of developing publicly listed companies in Canada and the US, and is taking on the role to assist the Company to refocus its operations toward growing sales and defining a fast-track path to profitability. Compensation for this position will be limited to the amount paid to the prior part-time CFO, and a search for a permanent CFO is expected to be completed in the next 3 to 4 months.
Biosenta is also pleased to announce that it has taken several significant steps toward improving the Company's financial health by reducing and eliminating liabilities, and by substantially reducing overhead costs.
As part of this restructuring the Company announces the following:
- Firstly, it has settled a $540,000 debt owing to Bruce Lewis, the Chairman and Secretary of the Company by issuing to him 3,600,000 common shares at a subscription price of $0.15 per share. This debt settlement also involved cancelling the 1,252,615 warrants issued to him in the private placement announced on January 28, 2014. The Company had relied on these private placements whereby certain individuals would liquidate personal shareholdings and then lend the proceeds to the Company until such time as new financing was available. It is significant that this last funding has been completed at $0.15 per share, as the average disposition price of previously owned shares was well below this price. The Company is pleased to report that it will cease funding through this practice.
- Secondly, the Company is actively seeking and negotiating substantial reductions in other debts and payables that are not directly related to the production of product, or generation of sales, by the Company. By eliminating liabilities not incurred to grow sales, this will serve to free up cash to be used for the purpose of growing revenue of the Company.
- Thirdly, monthly overhead costs have been substantially reduced to ensure that only costs directly related to the support of production or sales are being incurred.
"We are excited about these changes because they represent a complete refocusing of the Company toward increasing sales and leading to the goal to become profitable on a monthly basis as soon as possible.," says Biosenta CEO Chris Bilz. "We welcome Chris Carl as part of our team. He is already using his wealth of knowledge, and his focused action, to help us turn the Company around in the fastest way possible."
Early Warning Report Issued Pursuant to National Instrument 62-103
As required by National Instrument 62‐103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issues - Mr. Lewis, of 74 Lynwood Avenue #1, Toronto, ON M4V 1K4, intends to file an early warning report (the "Early Warning Report") regarding the acquisition of the 3,600,000 common shares of the Company mentioned above. The 3,600,000 common shares, acquired at a subscription price of $0.15 per share, represent 4.27% of the issued and outstanding common shares of the Company. Upon completion of the acquisition, Mr. Lewis, who previously held 5,505,737 common shares, now owns or controls 9,105,737 common shares, representing 10.81% of the issued and outstanding common shares of the Company. The Early Warning Report will be filed with the applicable regulators, a copy of which shall be promptly sent to anyone who requests it from the person noted below.
All securities issued are subject to a four-month hold period. Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the issuance of shares to Mr. Lewis constitutes a "related party transaction". The Company is exempt from obtaining both a formal valuation and minority shareholder approval in connection with such issuance of shares because neither the fair market value of the common shares issued to the related parties under the Offering, nor the consideration for such securities, exceeds 25% of the Company's market capitalization as calculated in accordance with MI 61-101.
About Biosenta Inc.
Biosenta is the first company globally, to the knowledge of management, which has products that can completely eradicate mold, bacteria and fungi on contact and prevent re-growth. Other primarily bleach based products can eliminate surface issues and odours but will not kill the spores that continue to cause the growth of the microbial substances. The Biosenta products address the demand created by the mounting health and environmental concerns that mold and other microbes can affect the immune system, nervous system, liver, kidneys, blood and cause brain damage. ZeroMoldTM is the first product made available for sale at the retail level and other, larger scale products, are also being developed for the Industrial, Commercial, and Institutional ("ICI") markets on a global basis.
The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.
This release may contain forward-looking statements information and statements which constitute "forward-looking information" under Canadian securities law and which may be material regarding, among other things, the Company's beliefs, plans, objectives, estimates, intentions and expectations with respect to its capital and funding plans. Inherent in the forward-looking information and statements are known and unknown risks, uncertainties and other factors beyond the Company's ability to control or predict, such as anticipated sales, the economy generally, intellectual property matters, third party contractual risks, and demand for the Company's products, which give rise to the possibility that the Company's predictions, forecasts, expectations or conclusions will not prove to be accurate, that its assumptions may not be correct and that the Company's plans, objectives and statements will not be achieved. Actual results or developments may differ materially from those contemplated by the forward-looking information and statements. Consequently, undue reliance should not be placed on such forward-looking statements.