Calyx Bio-Ventures Inc.

TSX VENTURE : CYX


Calyx Bio-Ventures Inc.

October 23, 2012 16:27 ET

Calyx to Acquire Majority Interest in Operating Subsidiary, Announces Brokered Private Placement of up to $4 Million

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 23, 2012) - Calyx Bio-Ventures Inc. (TSX VENTURE:CYX) ("Calyx" or the "Company") is pleased to announce that is has reached agreements with its minority-owned operating subsidiary, Agrisoma Biosciences Inc. ("Agrisoma"), and with Agrisoma's other minority shareholders, to acquire a majority stake in Agrisoma. Pursuant to these agreements, Calyx will increase its position to a majority stake in Agrisoma. Concurrently, Calyx has entered into an agreement with Canaccord Genuity Corp. (the "Agent") to place up to 13,333,333 units of the Company (the "Units") at a price of $0.30 per Unit for total gross proceeds of up to $4,000,000 (the "Financing"). The Company will also grant the Agent an option to solicit additional Units to raise additional gross proceeds of up to $1,000,000, exercisable 48 hours prior to closing.

Agrisoma is a world leader with respect to the commercialization and development of oilseeds engineered for renewable fuels production. In 2012, Agrisoma brought its Resonance™ brand Brassica Carinata ("carinata"), a member of the mustard oilseed crop family, into commercial production for the first time. Carinata, a non-food, industrial oilseed, that is well-suited for production in semi-arid areas and ideal for production on marginal lands, is the result of more than a decade of development and advanced crop improvement efforts. Carinata oil is an ideal feedstock for the production of value-added products such as bio-jet fuel, renewable diesel, and biodiesel and is ideally suited to the semi-arid growing conditions of the Southern Prairies of Canada and the Northern Plains of the United States. In 2012, over 40 separate growing sites comprising 6,500 acres across the southern Prairie regions of Western Canada were contracted for the closed-loop production of Agrisoma's Resonance™ brand carinata.

"We are very excited about Calyx acquiring a majority stake in Agrisoma," commented Hugh Notman, President and CEO of Calyx. "Resonance™ carinata's performance in the field during its first year of commercial production has exceeded expectations, and it has proven to be a highly resilient crop performing well in a variety of growing conditions. Agrisoma has also achieved some key milestones during 2012, including Resonance-derived biojet fuel being used as a blend with conventional jet fuel in commercial airline flight demonstrations to reduce the carbon footprint. In the near future, biojet fuel refined from carinata will be used on the world's first flight by a civilian jet aircraft powered by 100% renewable jet fuel that meets petroleum jet fuel specifications. This will be the world's first demonstration that civilian aircraft can operate under normal flight conditions without the use of petroleum fuels, providing a zero carbon footprint for powered flight."

Upon completion of the Financing, Calyx will hold approximately 51% of the issued and outstanding shares of Agrisoma.

Each Unit sold in the Financing will comprise one common share of the Company and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will be exercisable into one common share of the Company for a period of 12 months from closing at an exercise price of $0.60.

The majority of funds raised from the issuance of the Units will be to fund the corporate development of Agrisoma and for general working capital.

Closing of the financings is anticipated to occur on or about October 31, 2012 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. The securities issued will be subject to a standard four-month hold period.

About Calyx

Calyx Bio-Venture Inc. trades on the TSX Venture Exchange under the symbol "CYX" and owns approximately one quarter of an operating subsidiary called Agrisoma Biosciences Inc. Agrisoma is a private agricultural biotechnology company that uses a proprietary Engineered Trait Loci (ETL) technology licensed from Calyx to commercialize a suite of industry-leading oil quality and crop improvement traits for use in energy feedstock crops. For further information about Calyx, its technology, collaborations and partnerships, please visit www.calyxbio.com.

Resonance™ is a trademark of Agrisoma Biosciences Inc. For more information about Agrisoma, visit www.agrisoma.com.

ON BEHALF OF THE BOARD

CALYX BIO-VENTURES INC.

W. Hugh Notman, President & CEO

Forward-Looking Statements: This document contains certain forward-looking statements concerning Calyx and/or Agrisoma, as well as other expectations, plans, goals, objectives, information or statements about future events, conditions, results of operations or performance that may constitute "forward-looking statements" or "forward-looking information" under applicable securities legislation. Such statements or information involve substantial known and unknown risks and uncertainties, certain of which are beyond Calyx's and/or Agrisoma's control, including general business, economic, competitive, political and social uncertainties; the delay or failure to receive regulatory approvals, the characteristics and viability for bio-fuel development, the willingness of third parties to conclude agreements with Calyx and/or Agrisoma on terms that are acceptable to management of Calyx and/or Agrisoma, and the ability of Calyx and/or Agrisoma to secure sufficient future funding to carry out all of its business plans.

Such forward-looking statements or information are based on a number of assumptions which may prove to be incorrect. In addition to other assumptions identified in this news release, assumptions have been made regarding, among other things, commodity prices, operating conditions, capital and other expenditures, and project development activities.

Although Calyx and/or Agrisoma believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because Calyx and/or Agrisoma can give no assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by Calyx and/or Agrisoma and described in the forward-looking statements or information.

The forward-looking statements or information contained in this news release are made as of the date hereof and Calyx and/or Agrisoma undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise unless so required by applicable securities laws or the TSX Venture Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in the United States, nor shall there be any sale of securities mentioned in this press release in any state in the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Neither the TSX Venture Exchange nor its Regulation Services 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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