First Venture Technologies Corp.

First Venture Technologies Corp.

September 18, 2007 09:00 ET

First Venture Accelerates Commercialization Process Thru Acquisition of PhycoBiologics Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 18, 2007) - First Venture Technologies Corp. (TSX VENTURE:FEB) reports that it has entered into an agreement to acquire Phycobiologics Inc. (dba Phycobiologics Canada).

"The acquisition of Phycobiologics Inc. ("PBI") and the addition of its highly experienced business and technical professionals to current management of First Venture Technologies Corp. allows us to accelerate the commercialization of our proprietary urea-degrading yeast products," said Howard Louie, President and CEO of First Venture. "The addition of PBI is strategically advantageous for First Venture for many reasons including that: (1) it expands and secures the company's technical expertise in fermentation science and enhances the productivity and speed with which we can bring our existing proprietary yeast products and next generation products to market; (2) it adds proven business management with a track-record for scaling up production and multi-million dollar marketing of single-cell industrial organisms into the food and health care markets on a global scale in regulated and multi-country markets; and (3) it provides the company with an increased number of established and localized business relationships in many countries covering many aspects of business from R&D to production scale-up to marketing and distribution to governmental affairs."

Once the acquisition is completed, the combined team will be comprised of highly qualified professionals with many years of experience in the research, development and commercialization of fermentation and biological health products on a global scale. The team's strong track record includes taking products from the laboratory bench to commercial production resulting in multi-million dollar sales, while developing commercial markets and products for single cell micro-organisms like micro algae and yeast and for end-products made with these micro-organisms.

Key personnel joining the First Venture Group of Companies include:

- Gerri Greenham: co-founder and former President & CEO of Cobequid Life Sciences. Under Mr. Greenham's leadership Cobequid, which began as a Connaught Labs spin-off, became a world-leader in animal health vaccines. He took this company from a research and development stage to global scale commercial production. This endeavor included setting up production and distribution internationally in a highly regulated global industry; and achieved multi-million dollar sales. The company, which was listed on the Toronto Stock Exchange, was subsequently acquired by Swiss multi-national Novartis Inc. in 2000. Mr. Greenham is a recipient of a Canada Export Award from International Trade Canada, which recognizes successful Canadian companies that export and market their products and services to markets around the world. Mr. Greenham will be appointed to First Venture's board of directors and will be active in the strategy and execution of the company's business mandate.

- Dr. Richard Wagner: a co-founder of Phycobiologics. His previous positions include Chief Executive Officer of Innovative Biological Advancements, a plant biotechnology company, and Program Leader in Biotechnology at the Scotts Company. In addition, Dr. Wagner was a Lecturer in the Biology Department at Indiana University in cell biology, molecular biology, genetics and biotechnology. He is a co-inventor of several patents exploiting Chlamydomonas technology. Dr. Wagner will direct new product and technology development.

- Garth Greenham: previous experience includes 15 years in management with Johnson & Johnson (McNeil Pharmaceutical) where he directed many key global product markets in the human health care area. He then joined Aqua Health Ltd. as Director of Sales, Marketing & Operations where over a nine year period he helped the company grow to be the global leader in the field of animal vaccines, primarily aquaculture. Novartis Inc. purchased Aqua Health Ltd. in 2000 and he was asked to serve as President and a member of its Board. At First Venture, Mr. Greenham will have a key role in directing the strategic planning and execution of the commercial roll-out of products, their market growth and sustainable sales. He is currently working full-time in this regard with First Venture on a consulting basis leading up to the company's acquisition of PBI. Mr. Greenham is on the board of the Prince Edward Island BioAlliance.

- Dr. Michael Horne: Oxford and Wales University trained geneticist who was most recently Director of Research at Novartis Inc., animal health division. He has established a strong reputation in the international research community as a leader in the field of vaccine research including development of the world's first, fully licensed DNA vaccine in any field. He is the author of more than 100 technical, scientific and general publications; and participates on many national scientific committees. Dr. Horne will direct product development and research at First Venture.

- Dr. Manuel Carpio: a former director of the Technology Transfer Group at Connaught Laboratories and Pasteur Merieux. He brings broad biologics experience in process and production development, quality control and assurance, and facility design and scale-up, as well as human resources development and training. Dr. Carpio is the author of First Venture's previously announced pre-feasibility study into the development of its own lab and production facilities. He is currently leading the scientific team in PEI in areas of production,, process and facility development, and quality control and assurance. Dr. Carpio will have the dual function of co-managing the production scale-up of First Venture's proprietary yeasts as well as downstream products and intellectual property.

"First Venture and Phycobiologics, separately, have very similar product development and commercial roll-out requirements in the areas of pilot project completion, manufacturing protocols (GMP), production scale-up, market roll-out, assembly of key personnel and financing," said Gerri Greenham, Phycobiologics Inc.'s co-founder and CEO. "Together, the two companies will have the benefit of a joint operating group with excellent complimentary technical skills working with not dissimilar single-cell microorganisms dedicated to large commercial biological products. The combined group's capabilities, with proven experience in developing and scaling-up industrial biological products including yeasts; and developing and building commercial product markets with global mandates, will be directly applicable to First Venture and its targeted global yeast market," continued Mr. Greenham. "In turn, the combined experience in financing and corporate management for rapid-growth opportunities will accelerate the commercialization of the urea-degrading yeast technology, as well as the expansion of the company's intellectual property portfolio and downstream product lineup. This is a value-add fit for both companies."

"We are particularly pleased to have the chance to add this exceptional business group that has the skills to and the experience of fast-tracking technologies to commercialization and sustained revenues," added Mr. Louie. "This compliments First Venture's corporate mandate to not only commercialize its urea-degrading technology, but also to support the development of commercially viable next generation products and new technologies."

The purchase price for this proposed acquisition will be the issuance of 2 million escrow shares (the "payment shares") of First Venture in exchange for 100% of Phycobiologics Inc. These payment shares will be allotted, and issued proportionately to the sellers of PBI over three years as follows: 200,000 share to be issued at the closing of the acquisition, and 300,000 shares to be issued every six months following the closing date. As well, these payment shares will be subject to the terms of a one year pooling agreement. The acquisition is subject to certain conditions which include the completion of due diligence to First Venture's satisfaction, and the approval of The TSX Venture Exchange.


Geoff Lee, Chief Financial Officer


First Venture is a biotechnology company that develops and commercializes advanced yeast products.

The company is currently commercializing a platform yeast technology that substantially reduces the formation of a known carcinogen, ethyl carbamate (or urethane) from food products and alcoholic beverages. The company has licensed the exclusive worldwide rights to the technology from The University of British Columbia (UBC).

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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