Bradmer Pharmaceuticals Inc.

TSX VENTURE : BMR.H


Bradmer Pharmaceuticals Inc.

March 07, 2014 15:42 ET

Bradmer Announces Fourth Quarter and 2013 Operational and Financial Results

TORONTO, ONTARIO--(Marketwired - March 7, 2014) - Bradmer Pharmaceuticals Inc. ("Bradmer" or the "Company") (TSX VENTURE:BMR.H) today announced its fourth quarter and full year 2013 operational and financial results.

Operational Highlights

On February 19, 2014, the Company announced that it had entered into a letter of intent with Alpha Cancer Technologies Inc. ("Alpha") to complete a going-public transaction for Alpha (the "Proposed Transaction"). Alpha is a pre-clinical biopharmaceutical company with a targeted chemotherapy delivery platform focused on the global oncology market. Alpha holds the exclusive worldwide rights to recombinant human Alpha Fetoprotein (AFP), a shuttle protein that targets AFP receptors found almost exclusively on most solid and liquid cancer cells.

In conjunction with, and prior to the closing of the Proposed Transaction, Alpha intends to complete a private placement of Alpha Shares, 10% convertible notes, subscription receipts and/or other securities convertible into Alpha Shares for aggregate gross proceeds of between $7,000,000 and $10,000,000 (the "Private Placement"), at an offering price or conversion price, as applicable, of $0.50 per Alpha Share. Euro Pacific Canada, Inc. has been engaged by Alpha to act as agent for part of the Private Placement. Any convertible securities of Alpha issued pursuant to the Private Placement will be converted to Alpha Shares immediately prior to the completion of the Amalgamation with Bradmer. The pricing of the Private Placement reflects a pre-money enterprise value for Alpha of approximately $25,000,000.

For the purposes of the Proposed Transaction, the deemed value of each outstanding Bradmer Share will be $0.0632 (on a pre-Amalgamation basis).

Financial Results

Amounts in US dollars, unless specified otherwise, and results prepared in accordance with International Financial Reporting Standards ("IFRS").

For the year ended December 31, 2013, we recorded a net loss of $128,000 or $0.007 per common share based on the weighted average outstanding shares of 19,659,726 during the year, compared to a net loss of $219,000 or $0.011 per common share for the year ended December 31, 2012 based on the weighted average outstanding shares of 19,659,726. The reduced loss in 2013 is attributable to the $52,000 reduction in general and administrative expenses and the $29,000 foreign exchange gain in 2013 compared with the $10,000 foreign exchange loss in 2012.

General and administrative expenses were $157,000 in the year ended December 31, 2013 compared to $209,000 in the prior year.

Major expenses in 2013 consisted of consulting fees of $70,000, legal fees of $26,000, insurance premiums of $19,000, audit fees of $17,000 and transfer agent and stock exchange listing fees of $13,000. Major expenses in 2012 consisted of consulting fees of $72,000, insurance premiums of $57,000, legal fees of $30,000, audit fees of $20,000 and transfer agent and stock exchange listing fees of $19,000. Limits on the directors' and officers' liability insurance were reduced from $5,000,000 to $2,000,000 accounting for the substantial reduction in premiums in 2013.

Fourth Quarter Results

The major reason for the decrease in the loss for the fourth quarter of 2013 to $19,000 from the loss in the third quarter of 2013 of $47,000 was the foreign exchange gain of $12,000 compared to the foreign exchange loss of $7,500 in the previous quarter. General and administrative expenses also declined quarter over quarter from $39,000 to $31,000.

Sources and Uses of Cash

Our operational activities for the year ended December 31, 2013 were financed by cash on hand. At December 31, 2013, we had working capital of $785,000, compared to $971,000 at December 31, 2012. We had available cash of $801,000 at December 31, 2013, compared to cash of $991,000 at December 31, 2012. The decrease was primarily due to the $128,000 operating loss incurred in 2013 and the foreign currency translation adjustments of $59,000.

As at March 7, 2014 and December 31, 2013, the Company had 19,659,726 common shares and options to purchase 1,950,000 common shares outstanding.

Additional information about Bradmer, including the MD&A and financial results may be found on SEDAR at www.sedar.com.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Bradmer's common shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state regulatory agency in the United States. The resale or transfer by a U.S. investor of such common shares of Bradmer Pharmaceuticals Inc. is subject to the requirements of Rule 904 of Regulation S of the Securities Act or such other applicable exemption thereunder, and other applicable state securities laws.

Except for historical information, this news release may contain forward-looking statements, which reflect the Company's current expectation regarding future events. These forward-looking statements involve risk and uncertainties, which may cause but are not limited to, changing market conditions, the establishment of corporate alliances, the impact of competitive products and pricing, new product development, uncertainties related to the regulatory approval process and other risks detailed from time to time in the Company's ongoing quarterly and annual reporting.

BRADMER PHARMACEUTICALS INC.
Statements of Financial Position
As at December 31
(All amounts expressed in United States dollars)
2013 2012
Assets
Current assets
Cash $ 800,568 $ 990,759
Amounts receivable 6,668 2,861
Prepaid expenses 3,079 5,287
Total assets $ 810,315 $ 998,907
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accrued liabilities $ 25,665 $ 27,440
Shareholders' Equity
Share capital 2,158,896 2,307,972
Contributed surplus 2,385,647 2,550,381
Accumulated other comprehensive income/(loss) 98,604 (156,515 )
Deficit (3,858,497 ) (3,730,371 )
Total shareholders' equity 784,650 971,467
Total liabilities and shareholders' equity $ 810,315 $ 998,907
BRADMER PHARMACEUTICALS INC.
Statements of Comprehensive Income/(Loss)
For the years ended December 31, 2013 and 2012
(All amounts expressed in United States dollars)
2013 2012
Expenses
General and administrative $ 157,163 $ 209,375
Other Income
Interest (203 ) (390 )
Foreign exchange (gain)/loss (28,834 ) 9,765
(29,037 ) 9,375
Loss for the year $ (128,126 ) $ (218,750 )
Other comprehensive income/(loss) 255,119 (80,717 )
Comprehensive income/(loss) for the year $ 126,993 $ (299,467 )
Loss per share
Basic and diluted $ (0.007 ) $ (0.011 )
Weighted average number of shares outstanding 19,659,726 19,659,726
BRADMER PHARMACEUTICALS INC.
Statements of Changes in Shareholders' Equity
For the years ended December 31, 2013 and 2012
(All amounts expressed in United States dollars)
Share capital
Number
of shares
Amount Warrants Contributed
surplus
Accumulated
Other
Comprehensive
Income/ (Loss)
Deficit Total
Shareholders'
equity
Balance, January 1, 2012 19,659,726 $ 2,257,819 $ 23,255 $ 2,471,705 $ (75,798 ) $ (3,511,621 ) $ 1,165,360
Expiry of warrants - - (23,255 ) 23,255 - - -
Foreign currency translation adjustment - 50,153 - 55,421 (80,717 ) - 24,857
Loss for the year - - - - - (218,750 ) (218,750 )
Balance, December 31, 2012 19,659,726 $ 2,307,972 $ - $ 2,550,381 $ (156,515 ) $ (3,730,371 ) $ 971,467
Foreign currency translation adjustment - (149,076 ) - (164,734 ) 255,119 - (58,691 )
Loss for the year - - - - - (128,126 ) (128,126 )
Balance, December 31, 2013 19,659,726 $ 2,158,896 $ - $ 2,385,647 $ 98,604 $ (3,858,497 ) $ 784,650
BRADMER PHARMACEUTICALS INC.
Statements of Cash Flows
For the years ended December 31, 2013 and 2012
(All amounts expressed in United States dollars)
2013 2012
Cash flows from operating activities
Loss for the year $ (128,126 ) $ (218,750 )
Adjustments for:
Foreign currency translation adjustment (58,691 ) 24,857
(186,817 ) (193,893 )
Change in non-cash operating items
Amounts receivable (3,807 ) 90
Prepaid expenses 2,208 2,266
Accounts payable and accrued expenses (1,775 ) (10,011 )
Decrease in cash (190,191 ) (201,548 )
Cash at beginning of year 990,759 1,192,307
Cash at end of year $ 800,568 $ 990,759

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