Bradmer Pharmaceuticals Inc.

TSX VENTURE : BMR.H


Bradmer Pharmaceuticals Inc.

December 21, 2011 08:54 ET

Bradmer Pharmaceuticals Inc. Announces Proposed Reverse Take-Over Transaction With Epic Production Technologies International Inc.

TORONTO, ONTARIO--(Marketwire - Dec. 21, 2011) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO U.S. NEWS WIRE SERVICES.

Bradmer Pharmaceuticals Inc. (TSX VENTURE:BMR.H) ("Bradmer") announced today that it has entered into a letter of intent dated December 20, 2011 to complete a business combination (the "Transaction") with Epic Production Technologies International Inc. ("Epic"). The Transaction will be effected by way of a three-cornered amalgamation, share exchange or similar transaction between Bradmer and Epic (the resulting entity of the Transaction being referred to herein as the "Resulting Issuer"). It is anticipated that the Resulting Issuer will be named "Epic Production Technologies International Inc." or such other name as may be determined by Epic. The Transaction is an arm's length transaction and will constitute a reverse take-over and change of business under applicable policies of the TSX Venture Exchange (the "TSX-V").

Established in 2008, Epic is a supplier of lighting, rigging, audio, video, softgoods, system integration and project management to sports and entertainment venues and the emerging field of 'architainment' (the hybrid of entertainment and architecture). The company's lighting rental division specializes in concert touring, theatre, and corporate and special events across the continent. Three full-service North American facilities also provide a complete range of sales and rental solutions for regional clients.

Bradmer is an OBCA company whose common shares are listed on the NEX Board of the TSX-V.

In conjunction with, or prior to the closing of the Transaction, Epic, or an affiliate of Epic, will complete a brokered private placement of subscription receipts (the "Brokered Private Placement"). It is contemplated that the subscription receipts issued in the Brokered Private Placement will be ultimately convertible or exchangeable into freely tradeable common shares of the Resulting Issuer (each a "Resulting Issuer Share"). For the purposes of the Transaction, the deemed value of each currently outstanding common share of Bradmer will be $0.22. The deemed enterprise value of Epic will be $20 million on a pre-Brokered Private Placement basis. It is intended that no more than 100,000,000 Resulting Issuer Shares will be issued to current Epic shareholders and Bradmer shareholders will be issued one (1) Resulting Issuer each one (1) common share of Bradmer currently held.

The letter of intent is non-binding with respect to commercial terms, but includes binding obligations typical in the circumstances, including those relating to a period of exclusive dealing and confidentiality. The proposed Transaction is subject to a number of terms and conditions, including the entering into by the parties of a definitive agreement with respect to the Transaction (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), the completion of satisfactory due diligence investigations, completion of the Brokered Private Placement, the approval of the directors of each of Bradmer and Epic, the approval of the shareholders of Bradmer, the approval of the securityholders of Epic and the approval of the TSX-V and other applicable regulatory authorities. The parties intend that the Resulting Issuer will be listed on the TSX-V as an Industrial Issuer following completion of the Transaction.

The parties are in the process of negotiating the definitive terms and the structure of the Transaction and plan on issuing additional press releases and updates in accordance with applicable rules of the TSX-V as the definitive agreement is signed, due diligence is completed and other milestones are achieved. The common shares of Bradmer will remain halted until the completion of the Transaction or until otherwise determined by the TSX-V and its Regulation Service Provider.

Completion of the Transaction is subject to a number of conditions, including but not limited to satisfactory completion of a definitive agreement as well as the completion of the Brokered Private Placement, TSX-V acceptance and, if applicable pursuant to TSX-V requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a NEX should be considered highly speculative. The TSX-V has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

The proposed Transaction is subject to the sponsorship requirements of the TSX-V, unless an exemption from those requirements is granted by the TSX-V. Bradmer intends to apply for an exemption from the sponsorship requirements; however, there can be no assurance an exemption will be obtained. If an exemption from the sponsorship requirements is not obtained, a sponsor will be identified at a later date. An agreement to act as sponsor in respect of the Transaction should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of its completion.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this news release may constitute forward-looking information, within the meaning of Canadian securities laws. Forward-looking information may relate to this news release and other matters identified in Epic's and Bradmer's public filings, forward-looking information and anticipated events or results and can be identified by terminology such as "may", "will", "could", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "projects", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts and include, but are not limited in any manner to, those with respect to capital and operating expenditures, economic conditions, availability of sufficient financing, receipt of approvals, satisfaction of closing conditions and any and all other timing, development, operational, financial, economic, legal, regulatory and/or political factors that may influence future events or conditions. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited in any manner, those disclosed in any other public filings of Bradmer, and include the ultimate availability and final receipt of required approvals, sufficient working capital for development and operations, access to adequate services and supplies, availability of markets for products, commodity prices, foreign currency exchange rates, interest rates, access to capital markets and other sources of financing and associated cost of funds, availability of a qualified work force, availability of manufacturing equipment, no material changes to the tax and regulatory regime and the ultimate ability execute its business plan on economically favorable terms. While we consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in other Bradmer filings at www.sedar.com and other unforeseen events or circumstances. Other than as required by law, neither Epic nor Bradmer intends, and neither undertake any obligation to update any forward looking information to reflect, among other things, new information or future events.

Neither the TSX Venture nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.

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