Bradmer Pharmaceuticals Inc.
NEX BOARD : BMR.H
TSX VENTURE : BMR.H

Bradmer Pharmaceuticals Inc.

November 06, 2017 16:02 ET

Bradmer Announces Third Quarter 2017 Financial and Operational Results

TORONTO, ONTARIO--(Marketwired - Nov. 6, 2017) - Bradmer Pharmaceuticals Inc. (NEX:BMR.H) ("Bradmer" or the "Company") today announced its third quarter 2017 financial results.

Financial Results

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

For the three months ended September 30, 2017, Bradmer recorded a net loss of $36,000 or $0.002 per common share based on the weighted average outstanding shares of 19,659,726 during the three month period, compared to a net loss of $20,000 or $0.001 per common share for the quarter ended September 30, 2016 based on the weighted average outstanding shares of 19,659,726.

General and administrative expenses were $24,000 in the three months ended September 30, 2017 compared to $24,000 in the same quarter of the prior year. Major expenses in 2017 consisted of consulting fees of $14,400, legal fees of $1,300, directors' and officers' liability insurance premiums of $2,500 and audit fees of $2,500. Expenses in 2016 consisted of consulting fees of $14,000, legal fees of $3,100, audit fees of $2,300 and directors' and officers' liability insurance premiums of $2,400.

The $12.700 foreign exchange loss in the third quarter of 2017 compared with a $3,100 foreign exchange gain in the same quarter of 2016.

For the nine months ended September 30, 2017, the Company recorded a net loss of $110,000 or $0.006 per common share based on the weighted average outstanding shares of 19,659,726 during the nine month period, compared to a net loss of $114,000 or $0.006 per common share for the nine months ended September 30, 2016 based on the weighted average outstanding shares of 19,659,726.

General and administrative expenses were $84,000 in the nine months ended September 30, 2017 compared to $92,000 in the same period of the prior year. Major expenses in 2017 consisted of consulting fees of $41,300, legal fees of $19,400, audit fees of $7,600 and insurance premiums of $7,300. Expenses in 2016 consisted of consulting fees of $41,000, legal fees of $23,000, transfer agent and stock exchange listing fees of $10,000, audit fees of $7,000 and insurance premiums of $7,000.

A $25,600 foreign exchange loss in the first nine months of 2017 compared with a $22,200 foreign exchange loss in the same period of 2016.

Bradmer's operational activities for the nine months ended September 30, 2017 were financed by cash on hand. At September 30, 2017, the Company had working capital of $296,000, compared to $382,000 at December 31, 2016. Bradmer had available cash of $316,000 (CDN $395,000) as at September 30, 2017, compared to cash of $414,000 (CDN $556,000) as at December 31, 2016. The $98,000 decrease in cash was due to the $110,000 net loss and the $12,000 increase in non-cash working capital, offset by $24,000 of foreign currency adjustments.

As at November 6 and September 30, 2017, the Company had 19,659,726 common shares and options to purchase 1,950,000 common shares outstanding.

Proposed Reverse Takeover Transaction

Bradmer entered into a letter of intent dated October 10, 2017 with First Coin Capital Corp. ("First Coin"), pursuant to which Bradmer proposes to complete a business combination with First Coin (the "Proposed Transaction").

First Coin is a Vancouver based technology company focusing on executing and investing in Initial Coin Offerings ("ICO's") for established companies with a proven track record of success based on revenue and EBITDA margins. First Coin's objective is to provide institutional and retail investors with exposure to blockchain and to the cryptocurrency ecosystem through a proprietary brokerage platform that allows direct investment in ICO's. By so doing First Coin intends to benefit from the increase in the amount of capital entering the cryptocurrency space.

First Coin is a technology services company engaged in the business of helping established companies access the emerging digital currency asset class. It does so by enabling the issue of tokens or coins that will trade against other cryptocurrencies or against fiat currency. These coins are intended for use within a client company's business ecosystem and to help fund the expansion of their businesses.

The Proposed Transaction will be conditional upon negotiation and execution of a definitive agreement for the completion of the Proposed Transaction (the "Definitive Agreement"). The Definitive Agreement will include customary representations and warranties and conditions to closing.

If completed, the Proposed Transaction will constitute a reverse takeover of Bradmer by First Coin pursuant to the policies of the TSX Venture Exchange (the "TSXV"). The Proposed Transaction will be an arm's length transaction.

As part of the Proposed Transaction, First Coin intends to complete a private placement of subscription receipts (the "Subscription Receipts") for gross proceeds of up to $10.0 million, with an agreed upon minimum of $4.0 million (the "Minimum Offering Amount"). Purchasers of the Subscription Receipts will ultimately acquire common shares of Bradmer pursuant to the Transaction, following the satisfaction of certain specified escrow release conditions attached to the Subscription Receipts. The Subscription Receipt financing will be led by GMP Securities L.P. and will be priced in the context of the market.

The Proposed Transaction is anticipated to be completed under an amalgamation or arrangement transaction under which the shareholders of First Coin, including the purchasers of the Subscription Receipts, will receive common shares of Bradmer. The number of shares of Bradmer to be issued to the shareholders of First Coin will be determined based on the agreed upon value of the outstanding common shares of Bradmer and the value of First Coin indicated by the price of the Subscription Receipts.

It is anticipated that Bradmer will complete a consolidation of its common shares in advance and as a condition to the completion of the Proposed Transaction. In addition, it is contemplated that Bradmer will change its corporate name and appoint nominees of First Coin to its board of directors upon completion of the Proposed Transaction. If a Definitive Agreement is concluded, it is anticipated that a meeting of the shareholders of Bradmer will be called to approve the share consolidation, the name change and the appointment of the First Coin directors.

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.
Condensed Interim Statements of Financial Position
As at
(All amounts expressed in United States dollars)
September 30, December 31
2017 2016
Assets
Current assets
Cash$316,366 $413,894
Amounts receivable 2,381 3,413
Prepaid expenses 3,797 1,176
Total assets$322,544 $418,483
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accrued liabilities$26,793 $36,759
Shareholders' Equity
Share capital 1,839,905 1,710,138
Contributed surplus 2,033,152 1,889,755
Accumulated other comprehensive income 646,029 895,332
Deficit (4,223,335) (4,113,501)
Total shareholders' equity 295,751 381,724
Total liabilities and shareholders' equity$322,544 $418,483
Approved on behalf of the Board:
"Dale Boden" "Charles Lilly"
Dale Boden, Director Charles Lilly, Director
BRADMER PHARMACEUTICALS INC.
Condensed Interim Statements of Comprehensive Income
(All amounts expressed in United States dollars)
Nine Months Ended Three Months Ended
September 30 September 30
2017 2016 2017 2016
Expenses
General and administrative$84,311 $92,375 $23,791 $23,597
Other Income
Interest 84 87 29 29
Foreign exchange (loss)/income (25,608) (22,199) (12,738) 3,146
Loss for the period (109,835) (114,487) (36,500) (20,422)
Other comprehensive (loss)/income (249,303) (165,869) (135,639) 27,471
Comprehensive (loss)/income for the period$(359,138)$(280,356)$(172,139)$7,049
Loss per share
Basic and diluted$0.006 $0.006 $0.002 $0.001
Weighted average number of shares outstanding 19,659,726 19,659,726 19,659,726 19,659,726
BRADMER PHARMACEUTICALS INC.
Condensed Interim Statements of Changes in Shareholders' Equity
For the nine months ended September 30
(All amounts expressed in United States dollars)
Share capital
Number of
shares

Amount
Contributed
surplus
Accumulated
Other
Comprehensive
Income/ (Loss)

Deficit
Total
Shareholders'
equity
Balance, January 1, 201619,659,726$ 1,659,105 $1,833,363$985,568$(3,977,951)$500,085
Foreign currency translation adjustment-91,449 101,053 (165,869) - 26,633
Loss for the period-- - - (114,487) (114,487)
Balance, September 30, 201619,659,726$ 1,750,554$1,934,416$819,699$(4,092,438)$412,231
Balance, January 1, 201719,659,726$ 1,710,138$1,889,755$895,332$(4,113,501)$381,724
Foreign currency translation adjustment-129,767 143,397 (249,303) - 23,861
Loss for the period-- - - (109,834) (109,834)
Balance, September 30, 201719,659,726$ 1,839,905$2,033,152$646,029$(4,223,335)$295,751
BRADMER PHARMACEUTICALS INC.
Condensed Interim Statements of Cash Flows
For the nine months ended September 30
(All amounts expressed in United States dollars)
2017 2016
Cash flows from operating activities
(Loss) for the period$(109,835)$(114,487)
Adjustments for:
Foreign currency translation adjustment 23,484 20,950
(86,351) (93,537)
Change in non-cash operating items
Amounts receivable 1,032 (2,673)
Prepaid expenses (2,621) (2,344)
Accounts payable and accrued expenses (9,966) 20,052
(97,906) (78,502)
Effect of exchange rate fluctuations on cash held 378 5,683
Decrease in cash (97,528) (72,819)
Cash at beginning of period 413,894 520,758
Cash at end of period$316,366 $447,939

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