Kane Biotech Inc.
TSX VENTURE : KNE

Kane Biotech Inc.

December 14, 2015 07:00 ET

Kane Biotech Announces Amendments to Terms of Convertible Note and Warrants

WINNIPEG, MANITOBA--(Marketwired - Dec. 14, 2015) - Kane Biotech Inc. (TSX VENTURE:KNE) (the "Corporation" or "Kane Biotech") today announced that the Corporation has entered into an agreement to: (a) extend the maturity date of its previously issued $500,000 principal amount 2 year 10% convertible redeemable unsecured note (the "Note") from December 18, 2015 to June 18, 2017; and (b) change the price at which such Note may be convertible into common shares of the Corporation ("Common Shares") from $0.15 per Common Share to $0.10 per Common Share. All other terms of the Note remain the same. The Corporation has also entered into an agreement to extend the time during which 4,000,000 of its previously issued warrants (the "Warrants") to purchase Common Shares may be exercised from December 18, 2015 to June 18, 2017. All other terms of the Warrants remain the same, including the exercise price of $0.095 per Common Share.

The Note bears interest at a rate of 10% per annum and is redeemable at any time at the option of the Corporation at an amount equal to the face value of the Note, plus all accrued and unpaid interest, subject to the right of the Note holder to convert the Note into Common Shares prior to the date of redemption. The Corporation may elect to pay the interest on the Note or the redemption price of the Note in Common Shares, in lieu of cash, at the market price of the Common Shares on such interest payment date or redemption date, subject to the approval of the TSX Venture Exchange. The Note may be converted at the option of the Note holder into Common Shares at the amended conversion price of $0.10 per Common Share at any time until maturity of the Note.

The Warrants were originally issued by the Corporation on December 18, 2013. The Warrants are convertible into Common Shares at a price of $0.095 per Common Share until June 18, 2017.

The holder of the Note and the Warrants is Philip Renaud, a director and the Chairman of the Corporation. As Mr. Renaud is a director and Chairman of the Corporation, the amendments to the Note and the Warrants are considered to be a "related party transaction" for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In accordance with MI 61-101, the Corporation is not required to obtain a formal valuation or minority approval regarding the amendments to the Note and the Warrants due to the fact that it may rely on an exemption to those requirements contained in MI 61-101, namely that the fair market value of the Note and the Warrants is not more than 25% of the market capitalization of the Corporation.

The amendments to the terms of the Note and the Warrants were unanimously approved by the directors of the Corporation other than Mr. Renaud. Mr. Renaud abstained from voting on the resolutions to amend the terms of the Note and the Warrants and did not participate in the decision by the Corporation to amend the terms of the Note and the Warrants.

The amendments to the terms of the Note and the Warrants is subject to the final approval of the TSX Venture Exchange.

About Kane Biotech Inc.

Kane Biotech is a biotechnology company engaged in the development of products to prevent and disperse biofilms. Biofilms develop when bacteria, and other microorganisms, form a protective matrix that acts as a shield against attack. When in a biofilm, bacteria become highly resistant to antibiotics, biocides, disinfectants, high temperatures and host immune responses. This resiliency contributes to human health problems such as tooth decay, medical device associated infections and recurrent urinary tract infections.

Kane Biotech uses a patent protected technology based on molecular mechanisms of biofilm formation and methods for finding compounds that inhibit or disrupt biofilms. The Corporation has evidence that this technology has potential to significantly improve the ability to prevent and/or destroy biofilms in several medical and industrial applications.

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

Caution Regarding Forward-Looking Information

Certain statements contained in this press release constitute forward-looking information within the meaning of applicable Canadian provincial securities legislation (collectively, "forward-looking statements"). These forward-looking statements relate to, among other things, our objectives, goals, targets, strategies, intentions, plans, beliefs, estimates and outlook, including, without limitation, our anticipated future operating results, and can, in some cases, be identified by the use of words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.

These statements reflect management's current beliefs and are based on information currently available to management. Certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from these expectations include, among other things: the Corporation's early stage of development, lack of product revenues and history of operating losses, uncertainties related to clinical trials and product development, rapid technological change, uncertainties related to forecasts, competition, potential product liability, additional financing requirements and access to capital, unproven markets, supply of raw materials, income tax matters, management of growth, partnerships for development and commercialization of technology, effects of insurers' willingness to pay for products, system failures, dependence on key personnel, foreign currency risk, risks related to regulatory matters and risks related to intellectual property and other risks detailed from time to time in the Corporation's filings with Canadian securities regulatory authorities, as well as the Corporation's ability to anticipate and manage the risks associated with the foregoing. The Corporation cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on the Corporation's forward-looking statements to make decisions with respect to the Corporation's, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.

These risks and uncertainties should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot provide assurance that actual results will be consistent with these forward-looking statements. The Corporation undertakes no obligation to update or revise any forward-looking statement.

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