ISIS Lab Corporation

November 12, 2013 14:25 ET

ISIS Lab Corporation Announces Closing of Offering and Qualifying Transaction

TORONTO, ONTARIO--(Marketwired - Nov. 12, 2013) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

ISIS Lab Corporation, formerly Wedona Capital Inc. (the "Company") (TSX VENTURE:WCI.P) is pleased to announce that it has closed its previously announced qualifying transaction (the "Qualifying Transaction") with ISIS Lab Inc. ("ISIS"), which was effected pursuant to an amalgamation agreement (the "Amalgamation Agreement") among the Company, the Company's wholly-owned subsidiary 2377678 Ontario Inc. ("Subco"), and ISIS Lab Inc. ("ISIS") dated as of June 28, 2013 (as amended).

Pursuant to the Amalgamation Agreement, the Company acquired all of the issued and outstanding common shares of ISIS (the "ISIS Shares") by way of a three-cornered amalgamation between Subco and ISIS. The amalgamated company became a wholly-owned subsidiary of the Company, and former holders of ISIS Shares received one common share of the Company ("Common Share") for each one ISIS Share. A full description of the Qualifying Transaction was provided in the Company's long form prospectus dated October 23, 2013 (the "Prospectus") filed in Alberta, British Columbia, Ontario and Saskatchewan. The Prospectus is available on SEDAR at www.sedar.com.

By letter dated October 23, 2013, the TSX Venture Exchange (the "TSXV") issued its conditional approval of the Qualifying Transaction. The Company has subsequently received the final approval of the TSXV and the Common Shares will commence trading on the TSXV under the ticker symbol "LAB" on November 13, 2013.

In conjunction with the Qualifying Transaction, the Company closed the maximum offering under its previously announced offering (the "Offering") of units (the "Units") under the Prospectus for gross proceeds of $6,000,000 through its agent, Mackie Research Capital Corporation (the "Agent"). Each Unit is comprised of one Common Share and one-half of one Common Share purchase warrant (each whole such warrant, a "Unit Warrant"), with each Unit Warrant exercisable at $0.45 until November 7, 2015. The Company granted the Agent an option (the "Over-Allotment Option") to solicit subscriptions for such number of additional Units as is equal to 15% of the number of Units sold pursuant to the Offering. On closing of the Offering, the Agent exercised its Over-Allotment Option in full for additional gross proceeds of $900,000.

In consideration for services provided in connection with the Offering, the Agent (and its sub-agents) received a commission equal to 8% of the gross proceeds under the Offering and options ("Agent's Options") to purchase that number of units ("Agent's Units") that is equal to 8.0% of the number of Units sold under the Offering exercisable at $0.30 for a period of 24 months from the date of issuance. Each Agent's Unit will be comprised of one Common Share and one-half of one Common Share purchase warrant (each whole such warrant, an "Agent's Unit Warrant"), and each Agent's Unit Warrant will entitle the holder to purchase one Common Share at an exercise price of $0.45 per share for a period of 24 months following completion of the Offering.

On closing of the Qualifying Transaction, pursuant to the terms of the Amalgamation Agreement, former ISIS shareholders received 24,933,331 Common Shares, at a deemed price of $0.30 per common share, in exchange for 24,933,331 ISIS Shares held prior to completion of the Qualifying Transaction, and ISIS warrantholders received 341,000 Common Share purchase warrants of the Company ("Replacement Warrants") in exchange for 341,000 common share purchase warrants of ISIS held immediately prior to the completion of the Qualifying Transaction. The Company also issued 1,303,195 Common Shares to a finder in connection with a finder's fee agreement with the Company relating to the Qualifying Transaction and issued 160,000 Common Shares upon the exercise of options of the Company at a price of $0.10 per share. As of the date hereof, taking into account the completion of the Qualifying Transaction and the Offering, the Company has 53,629,860 Common Shares, options to acquire 40,000 common shares 11,500,000 Unit Warrants, 341,000 Replacement Warrants, and 1,840,000 Agent's Options issued and outstanding.

In connection with the Qualifying Transaction, the Company changed its name from "Wedona Capital Inc." to "ISIS Lab Corporation" and the officers and directors of the Company resigned in favour of nominees of ISIS. Management of the Company is now comprised of Daniel Kajouii as President and Chief Executive Officer, Tito Gandhi as Vice Chairman, Ian Campbell as Chief Financial Officer and Secretary, and Chris Kajouii as Vice President of Operations. The board of directors of the Company is comprised of Daniel Kajouii (Executive Chairman), Norm Inkster, Michael Davidson, Bernie Wilson, and Tito Gandhi. For further biographical information concerning these persons please see the Company's Prospectus.

Pursuant to the terms of a Tier 2 value security agreement among the Company, Computershare Investor Services Inc. and certain securityholders, an aggregate of 13,527,788 Common Shares and 30,000 Replacement Warrants have been placed in escrow, whereby 10% will be released immediately upon the issuance of the TSXV Bulletin and the balance of such securities will be released in equal tranches of 15% every six months thereafter for a total of 36 months. In addition, a total of 2,000,000 Common Shares held by the former directors of the Company were transferred within escrow to certain incoming principals of ISIS, as disclosed in the Prospectus, which Common Shares will also be released from escrow on the same release schedule. Furthermore, the former holders of ISIS Shares have agreed to restrictions on transfer of the Common Shares held by them on completion of the Qualifying Transaction for a period of 12 months from closing, subject to certain exceptions.

ABOUT ISIS

ISIS Lab Inc. is the developer and provider of an award winning social gaming software platform. The ISIS platform was developed for both social gaming and monetized gaming for clients operating within regulated markets. For ISIS clients operating within fully regulated markets the company offers a turnkey solution including a full commerce application and back office suite. ISIS was the winner of The 2013 Most Innovative Startup Company of the year, at the 2013 GIGSE Conference in San Francisco California. For more information please visit www.isislab.com.

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in any way passed upon the merits of the Transaction and neither of the foregoing entities accepts responsibility for the adequacy or accuracy of this release or has in any way approved or disapproved of the contents of this press release.

Cautionary Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. The material factors and assumptions include the Company being able to obtain the final regulatory approvals for the Qualifying Transaction, and that the projections relating to growth in the industry of the Company and ISIS and adoption of the technologies underlying ISIS' products are accurate. Risk Factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: the Company's and ISIS' stages of development, long term capital requirements and future ability to fund operations, regulatory requirements, general economic, market or business conditions and future developments in the sectors of the economy in which the business of ISIS operates, and delay or failure to obtain the final approval of the Qualifying Transaction by the TSXV. Details of these risk factors can be found in the Company's Prospectus. The Company cautions the reader that the above list of risk factors is not exhaustive. The forward looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking information. The foregoing statements expressly qualify any forward looking information contained herein.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

Contact Information

  • ISIS Lab Corporation (formerly Wedona Capital Inc.)
    Daniel Kajouii
    Chairman, President and Chief Executive Officer
    905-670-2662
    www.isislab.com