Bradmer Pharmaceuticals Inc.
TSX VENTURE : BMR.H

Bradmer Pharmaceuticals Inc.

February 10, 2011 08:16 ET

Bradmer Pharmaceuticals Inc. Announces Proposed Reverse Take-Over Transaction with P1 Energy Corp.

TORONTO, ONTARIO--(Marketwire - Feb. 10, 2011) - Bradmer Pharmaceuticals Inc. (TSX VENTURE:BMR.H)("Bradmer") announced today that it has entered into a letter of intent dated February 9, 2011 to complete a business combination (the "Transaction") with P1 Energy Corp. ("P1 Energy"). P1 Energy is a private company based in Calgary, Alberta, with interests in 15 oil and gas properties located in Colombia. Upon completion of the Transaction, the combined entity will carry on the business of P1 Energy, which is the exploration for, and development and production of, oil and gas in Colombia.

Transaction Summary

It is currently contemplated that the Transaction will be completed by way of an amalgamation between Bradmer and P1 Energy (the amalgamated entity being referred to herein as the "Resulting Issuer"). Bradmer and P1 Energy are both governed by the Business Corporations Act (Ontario). The Transaction is an arm's length transaction and will constitute a reverse take-over under the policies of the TSX Venture Exchange (the "TSX-V"). It is anticipated that the Resulting Issuer will be named "P1 Energy Corp." or such other name as may be determined by P1 Energy.

Bradmer currently has 19,659,726 common shares issued and outstanding, as well as 499,000 stock options and 3,512,731 warrants (23,671,457 common shares on a fully-diluted basis). Under the amalgamation, the common shares of Bradmer will be exchanged for common shares of the Resulting Issuer on a 13.6364 for one basis (i.e., one common share of the Resulting Issuer will be issued in exchange for every 13.6364 common shares of Bradmer). The exchange ratio is based on a deemed price of Cdn.$0.22 per common share of Bradmer and a deemed price of Cdn.$3.00 per common share of P1 Energy.

P1 Energy currently has 146,413,171 common shares issued and outstanding, as well as 9,600,621 options, 4,583,500 performance warrants, 2,977,929 warrants, convertible debentures (convertible into 7,350,012 common shares, subject to adjustment depending on the date of completion of the Transaction) and obligations to issue up to 2,843,600 common shares pursuant to asset acquisition agreements (173,768,834 common shares on a fully-diluted basis). Under the amalgamation, each common share of P1 Energy will be exchanged for one common share of the Resulting Issuer.

All outstanding convertible securities of Bradmer and P1 Energy (including all outstanding options and warrants) will be exchanged, subject to regulatory approval, for convertible securities of the Resulting Issuer having economically equivalent terms and conditions.

Following the completion of the Transaction (based on the outstanding share capital of each of Bradmer and P1 Energy as of the date hereof), approximately 147,854,880 common shares will be issued and outstanding (175,504,734 common shares on a fully-diluted basis). Bradmer shareholders will hold common shares representing approximately 1% of the outstanding common shares of the Resulting Issuer following the completion of the Transaction.

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, the approval of the directors of each of Bradmer and P1 Energy, the approval of the shareholders of Bradmer, the approval of the shareholders of P1 Energy 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 Oil and Gas Issuer following completion of the Transaction. Trading in the common shares of Bradmer will remain halted pending the satisfaction of all applicable requirements of the TSX-V. There can be no assurance that trading in the common shares of Bradmer will resume prior to the completion of the Transaction. Further details concerning the Transaction, P1 Energy (including additional financial information and technical information respecting the assets of P1 Energy) and other matters will be announced if and when a definitive agreement is reached.

Information Concerning P1 Energy

P1 Energy is an oil exploration, development and production company focused on leveraging production from its light oil assets in the Llanos basin to maximize the growth and development of its significant heavy oil assets in Colombia's Middle Magdalena and Putumayo basins. P1 Energy has an interest in over 1.1 million net acres in Colombia across three prolific basins.

On December 20, 2010, P1 Energy completed an amalgamation with APO Energy Inc., a private Toronto-based company with operations in Colombia. Immediately prior to the completion of the amalgamation, the proceeds of a subscription receipt financing conducted by P1 Energy on December 2, 2010, at Cdn$2.75 per subscription receipt and for gross proceeds of Cdn$50.9 million, were released from escrow.

Selected Financial Information

Bradmer currently has approximately Cdn$1.4 million in cash and no material outstanding or accrued liabilities or commitments (unaudited).

P1 Energy currently has approximately Cdn$25.5 million in cash. P1 Energy's only debt consists of US$21.8 million in convertible debentures (bearing interest at 12% per annum and maturing September 30, 2013) (unaudited).

Management and Board of Directors of Resulting Issuer

Upon completion of the Transaction, it is anticipated that the board of directors and management of the Resulting Issuer will include the persons identified below.

David Stangor – President, Chief Executive Officer and Director

Mr. Stangor recently joined P1 Energy as President, CEO and Executive Director. Mr. Stangor brings 30 years of exploration and production experience with 13 years in international operations management roles. Prior to joining P1 Energy, Mr. Stangor served as VP Worldwide Engineering and Non-operated Assets for Occidental Petroleum (09-10). He served as Occidental's President and General Manager in Colombia (06-09) where he grew Occidental's Colombian production 15% to 120,000 barrels of oil per day ("BOPD") through a focused expansion of near-in exploration, accelerated development, and new opportunities with Ecopetrol. Previously, Mr. Stangor enjoyed a diversified career working with Unocal Corporation from 1979 - 2005 in Indonesia, Singapore, California and Alaska. He holds a degree in Chemical & Materials Engineering from California State Polytechnic Institute.

Abby F. Badwi – Chairman and Director

Mr. Badwi has been a director of P1 Energy since March 2010. Mr. Badwi is an international energy executive and professional geologist with more than 40 years experience in the exploration, development and production of oil and gas fields in North America, South America, Europe, Asia and the Middle East. Mr. Badwi is President & CEO of Bankers Petroleum Ltd. (TSX) an oil and gas company with operations in Albania. From 2005 until September 2007, he was President and CEO of Rally Energy Corp. (TSX), an oil and gas company with operations in Egypt, Pakistan and Canada. Mr. Badwi has been an officer and director of several Canadian public and private companies and is currently a director of Bankers Petroleum Ltd. and Valeura Energy Inc. (TSX). He holds a degree in Geology and Chemistry from the University of Alexandria, Egypt.

Doug Urch – Director

Mr. Urch has been a director of P1 Energy since May 2010. Mr. Urch is the Executive Vice President, Finance and CFO of Bankers Petroleum Ltd. (TSX) which operates heavy oil fields in Albania with current production in excess of 12,000 BOPD. Mr. Urch brings more than 30 years of industry experience. From Sept 2000 - Jan 2008 he was VP, Finance and CFO of Rally Energy Corp. (TSX), a company with heavy oil operations in Egypt. Mr. Urch is currently a director and Audit Committee Chairman of Petrodorado Energy Ltd. (TSX-V) and has provided financial management for a variety of public and private companies (Mohave Exploration & Production Inc., Sunshine Oilsands Ltd. , Barrington Petroleum Ltd. (TSX), TriGas Exploration Inc. and Ryerson Oil and Gas). He has a Commerce degree from the University of Calgary and also holds the CMA designation.

Ronald Pantin – Director

Mr. Pantin has been the CEO and a director of Pacific Rubiales Energy Corp. (TSX) since May 2007. Prior to that he was CEO of Pacific Stratus Energy Ltd. (TSX-V) He has served as CEO and President of Consolidated AGX Resources Corp., President of PDVSA Services and has been active in the Venezuelan oil industry for 23 years. He began his professional career with Maraven where he served in progressive positions from 1977 to 1990, including Exploration & Production Planning Manager, Petroleum Engineering Manager, Treasurer, Operations Manager of Production Division. Mr. Pantin has been a director of Pacific Stratus Energy Ltd., Pacific Rubiales Energy Corp. and Consolidated AGX Resources Corp. He serves as a Member of Advisory Board at Petroamerica Oil Corp. (TSX-V) He holds degrees Petroleum Engineering and Management Science from Mississippi State University and Masters Degrees in Petroleum & Industrial Engineering from Stanford University.

Richard Naden – Vice-President, Production and Engineering

Mr. Naden joined P1 Energy in June 2010 as VP Production & Engineering. Prior to joining P1 Energy he has worked as a consultant in such roles as Interim President, COO and General Manager for companies operating in Canada, Albania and Bahrain (04-10). He worked for Baytex Energy Trust in successive roles culminating as VP Engineering & Operations (03-04), VP Production (97-03) and VP Operations (96-97). Richard was instrumental in the growth of Baytex's production from 15,000 BOPD in 1997 to over 43,000 BOPD by 2003 He has served in several Engineering and management roles for Sceptre Resources (85-96) and Dome Petroleum (81-85). He holds a degree in Mechanical Engineering from the University of Calgary.

Aaron Stein – Vice-President, Business Development

Mr. Stein joined P1 Energy in March 2010 as VP Business Development and Investor Relations. Prior to joining P1 Energy, he has worked as a consultant in such roles as Business Unit Director, Director and VP Business Development and Investor Relations for companies operating in Canada, US, Egypt, China, Japan, UK (07-10). He worked for Invitrogen Corporation (now Life Technologies) in successive roles culminating as Business Unit Director (04-07). He brings proven strategic planning and execution skills from start-up to large publicly traded companies with M&A and licensing exposure. He holds several science degrees from the University of Western Ontario and an MBA from Queen's University.

It is anticipated that one or more additional directors may be identified prior to the completion of the Transaction to serve on the board of directors of the Resulting Issuer, such additional director or directors to be identified by P1 Energy. Additionally, P1 Energy expects to identify individuals to serve as Chief Financial Officer and Corporate Secretary of the Resulting Issuer prior to the completion of the Transaction. 

P1 Energy has an experienced technical and administrative team of over 40 individuals located in Colombia and in Canada.

Sponsorship

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. P1 Energy 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.

Information Concerning Bradmer

Until the first quarter of 2009, Bradmer was focused on the development of a new treatment for glioblastoma multiforme, the most common and advanced form of primary brain cancer. Specifically, Bradmer's goal was to advance a program utilizing a radioactive drug, termed Neuradiab®, targeting cancer cells from its early stage clinical evaluation at a single clinical centre to a large multi-centre clinical trial under the auspices of the United States Food & Drug Administration, in an effort to facilitate commercialization of this product. Bradmer's Phase III clinical trial for Neuradiab was suspended in March 2009. By the end of 2009, all significant business activities and operations had been terminated. In March 2010, the common shares of Bradmer were de-listed from the TSX, for failure to meet TSX minimum listing requirements, and the listing of the common shares was transferred to the NEX Board of the TSX-V.

Neuradiab was developed at Duke University and Bradmer's rights to the Neuradiab technology are derived from a license agreement dated September 26, 2005 between Duke University and Bradmer. Prior to, or concurrent with, the completion of the Transaction, Bradmer intends to return to Duke University all of its rights in respect of the Neuradiab technology and terminate its license agreement with Duke University with the result that Bradmer will have no further obligations to Duke University.

Cautionary statements

All but one of the participating interests in properties in Colombia held by P1 Energy are held privately and are subject to formalization (recognition by either the Colombian Agencia Nacional de Hidrocarburos (ANH) or Ecopetrol S.A.). Formal recognition by ANH and Ecopetrol S.A. is subject to meeting certain legal, financial and technical criteria established by ANH and there is no certainty as to when such formalization and recognition will be achieved. 

Many of the interests are also held pursuant to preliminary or conditional documentation with the assignor/farmor and are subject to further definitive agreements and conditions, and there is no certainty as to when such definitive documents will be completed or if the conditions will be satisfied.

Forward-looking statements

This news release contains certain "forward looking statements" including, for example, statements relating to the completion of the proposed Transaction, the ability of P1 Energy to complete definitive documentation in respect of certain acquisitions and assets and the ability of P1 Energy to achieve formal recognition and approval from the ANH and other partners/third parties (where required). Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding and are implicit in, among other things: receipt of government and third party approvals in respect of transferring assets, the state of the capital markets; tax issues associated with doing business internationally, the ability of P1 Energy to successfully manage the political and economic risks inherent in pursuing oil and gas opportunities in Colombia; and the ability of P1 Energy to obtain qualified staff, equipment and services in a timely and cost efficient manner to develop its business. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, Bradmer and P1 Energy disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

All information contained in this press release relating to P1 Energy was provided by P1 Energy to Bradmer for inclusion herein. Bradmer has not independently verified such information and shall bear no liability for any misrepresentation contained therein.

Completion of the Transaction is subject to a number of conditions, including, but not limited to, acceptance by the TSX-V and disinterested shareholder approval (if 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 of Bradmer 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 Bradmer should be considered to be highly speculative.

The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

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.

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