DPC Biosciences Corporation

April 05, 2006 18:00 ET

DPC Biosciences Corporation Announces Its Intention To Seek Regulatory Approval To Reactivate as a TSX-Venture Issuer

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - April 5, 2006) - DPC Biosciences Corporation ("DPC" or the "Corporation") (NEX:DPC.H), a company that has been fundamentally inactive since 2001 and which is currently listed on NEX, is pleased to announce that it will be seeking regulatory approval and the approval of its shareholders to reactivate (the "Reactivation") on the TSX Venture Exchange (the "Exchange").

Management's plan of Reactivation involves the Corporation completing an agreement to acquire certain assets which are presently being utilized to derive revenues from online gaming related industries (the "Acquisition") (deemed by Exchange Policies to be a "Change of Business"), closing an equity private placement of up to $4,400,000 (the "Private Placement") and undergoing a name change to iGaming Corporation (the "Name Change"). A letter of intent related to the Acquisition was entered into as of the date hereof.

The completion of the Acquisition, the Private Placement and the Name Change are all expected to be completed contemporaneously upon receipt of both regulatory approval and shareholder approval, as applicable, which will therefore provide for the Reactivation of the Corporation.

Upon Reactivation, the Corporation's business model will be deriving revenues from the marketing of online gaming-related products and services. The Company's business model, however, will not involve the carrying on of a gaming facility or accepting wagers directly or indirectly from consumers.

Previously DPC had been involved in the biotechnology industry. In 2001, the Corporation sold all of its principal assets to third party purchasers, and has since remained largely inactive. In December, 2005, a new management team became involved with the Corporation and set out to utilize its core competencies and experience in the online gaming industry with a specific focus on functions incidental to actual gaming operations.

With specific respect to the Acquisition, the Corporation announces today that it has entered into a letter of intent with Global Marketing Focus Inc. a privately held British Columbia company ("Global") to purchase several of Global's assets. Global is a wholly-owned subsidiary of Dorje Overseas, S.A. a Panamanian entity which is controlled by Ms. Irene Hidalgo Mendez, a resident of San Jose, Costa Rica.

Specifically, DPC has agreed to acquire certain of Global's assets (the "Assets") that service the online sports information market by providing timely information, editorials, handicapping advice and consulting to its consumers; all with a view to providing the online gaming customers with value added information in order to make a more informed sports wagering selection. Assets subject to the Acquisition include over 250 domain names, seven (7) fully active and revenue generating web sites, a client-server subscription-based sports information services platform, all "back-end" software programs that were developed and are being operated to create or update the Assets acquired and the rights to market several notable sports handicappers.

The Acquisition is completely at arm's length and there is no related party issue associated therewith.

The more notable of the websites that the Company expects to acquire from Global are JimFeist.com, Vegasonlinesports.com, OffshoreConnection.com, ScoresLinesPicks.com, FurturesandProps.com and PicksOnline.com. Sportstracker, a state of the art, real-time sports information system for serious bettors and handicappers, is also included among the Assets. Assets subject to the Acquisition also include their collective family of domain names and web sites, some of which are used as satellite feeder sites, and others remaining inactive, but having future branding potential.

Unaudited financial statements indicate that the aggregate of the Assets that are to be acquired from Global generated approximately US$1,300,000 in revenue in 2005, with approximately US$500,000 attributed to subscription revenue for SportsTracker and the remaining US$800,000 in revenue attributed to sports handicapping information sales.

CEO, Christopher Kape stated, "DPC recognizes the enormous market potential which lies from providing services to the Internet gaming consumers and providing consumer leads to the online gaming operators. It will be DPC's intention to act as an intermediary amongst these two groups, providing the consumer with valuable wagering related information and providing the operators with leads to grow their businesses. Given Management's knowledge, skills and experience in this field, we are excited about the prospects for DPC as it is our intention to restore value to our shareholders."

"The Assets will also have the ability to generate revenue from an advertising model targeting online wagering facilities that has yet to be implemented, but is integral in Management's decision for their acquisition. DPC intends to pursue these relationships with various land-based and online gaming operators. The relationships contemplated vary from flat fee advertising rates to affiliate-based revenue sharing arrangements."

"These relationships are analogous to many existing affiliate arrangements that populate the internet world, including the likes of booksellers like Amazon.com and BarnesandNoble.com and personals sites like YahooPersonals.com and Lavalife.com." continued Kape.

Subject to regulatory approval, the purchase price to be paid by DPC for the Assets will be CAD$1,800,000 payable in the form of CAD$500,000 in cash and CAD$1,300,000 via the issuance from treasury of 6,500,000 common shares of the Company at a deemed price of CAD$0.20 price per share. DPC expects to provide such consideration to Global immediately upon Reactivation.

Management advises that the purchase price of the Assets was determined by calculating the aggregate gross revenue generated by such assets in 2005 and multiplying by a factor of 1.2.

Management has determined that such multiple (and the resulting purchase price) is fair market value and consistent with industry standards. Furthermore, the Corporation has contracted with an independent third party audit firm to produce a Review Audit Report attesting to the revenue validity of the Assets. Such report will be submitted to the Exchange in conjunction with DPC's reactivation application.

Additional details regarding the Acquisition will be set out in the Management Information Circular which will be sent to the Corporation's shareholders in contemplation of DPC's pending Annual and Special General Meeting.

The Acquisition is expected to close contemporaneous with shareholder approval of the Change of Business and receipt of regulatory approval of the Reactivation.

Mr. Kape further reports that Jones Gable & Company Limited have agreed to act as sponsor to DPC Biosciences Corporation in connection with the transaction contemplated herein. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

In conjunction with the Acquisition, the Corporation proposes to effect a brokered Private Placement of up to 22,000,000 Units at CAD$0.20 per Unit to raise up to CAD$4,400,000. The gross proceeds of the Private Placement will be used as general working capital and for the implementation of the Corporation's new business model.

"The raise that we are pursuing will be used to fund the purchase of the Assets described in this communication, as well as fund the development of the infrastructure of the Corporation. Furthermore, the funds will be used by Management to target and acquire additional online gaming related businesses and/or assets that service these markets", stated Mr. Kape.

The Agents participating in the Private Placement will be paid a cash fee equal to 10% of the gross proceeds raised in the Private Placement. DPC's Insiders are not expected to participate in the Private Placement.

Each Unit issued pursuant to the Private Placement will consist of one common share and one-half of one common share purchase warrant. Each full warrant will entitle the holder to purchase one additional common share at a price of $0.30 per share for a period of eighteen months after the closing of the private placement. The Corporation, however, will reserve the right, but not the obligation, subject to the forwarding of a fifteen-(15) days' written notice, redeem for cancellation all warrants issued under the Private Placement (for a redemption price of $0.001 per warrant) at any time after the Corporation's listed common shares have been trading above a daily close of $0.40 for fifteen consecutive trading days.

The Units and shares issued on exercise of the warrants will have a hold period of four months from the closing of the Private Placement.

The Private Placement is expected to close contemporaneous with the receipt of regulatory approval of the Reactivation.

As of the date hereof, the Corporation has 29,006,533 issued and outstanding common shares.

Subject to the progress of the procurement of regulatory approval, DPC anticipates to hold a Annual and Special General Meeting of its shareholders in June of 2006, with confirmation of such scheduling expected to be announced within the next 30 days.

At such pending Annual and Special General Meeting of the shareholders, Management will be seeking disinterested shareholder approval of, inter alia, the Acquisition, the Private Placement and the Name Change.

Completions of the transactions described herein are subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transactions described herein will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of DPC Biosciences Corporation should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transactions described herein and has neither approved nor disapproved the contents of this press release.


Contact Information

  • DPC Biosciences Corporation
    Christopher S. Kape
    (778) 688-9194