TORONTO, ONTARIO--(Marketwired - Dec. 30, 2016) -
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.
Kalytera Therapeutics, Inc. (formerly Santa Maria Petroleum Inc.) (the "Company") (NEX:SMQ.H) announces that, in connection with the conditional approval of the TSX Venture Exchange (the "TSXV") regarding the previously announced merger transaction (the "Transaction") with Kalytera Therapeutics, Inc. ("Kalytera") and certain other transactions related thereto, the filing statement of the Company dated December 30, 2016 (the "Filing Statement"), which describes the Transaction and certain other related transactions which have occurred or will occur prior to or in connection with, the Transaction, has been filed on SEDAR under the Company's profile at www.sedar.com.
The Transaction will constitute a change of business and reverse takeover of the Company pursuant to TSXV Policy 5.2 - Changes of Business and Reverse Takeovers, such that upon completion, Kalytera will be a wholly-owned subsidiary of the Company. In connection with the Transaction and prior thereto, the Company has changed its name ("Name Change") from Santa Maria Petroleum Inc. to Kalytera Therapeutics, Inc., consolidated its share capital (the "Consolidation") on the basis of approximately 2.3 (old) common shares for one (new) common share, and continued ("Continuance") under the laws of British Columbia (from Ontario).
In accordance with TSXV policy, the Company's common shares are currently halted from trading and will remain so until such time as the TSXV determines, which is anticipated to be early in January, 2017.
A further press release will be disseminated upon closing of the Transaction in compliance with the policies of the TSXV.
Completion of the Transaction is subject to a number of conditions including, but not limited to, final TSXV acceptance. 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 Filing Statement 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 the Company should be considered highly speculative.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
This news release contains "forward-looking information" within the meaning of applicable securities laws for each of the Company and Kalytera, relating to the completion of Transaction and the completion of associated transactions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction and associated transactions, that the ultimate terms of the Transaction and associated transactions will differ from those that currently are contemplated, and that the Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release.