Knight Therapeutics Inc.

TSX VENTURE : GUD


Knight Therapeutics Inc.

March 05, 2014 07:46 ET

Knight Therapeutics Enters Into Agreement for a $71 Million "Bought Deal" Private Placement of Special Warrants

MONTREAL, QUEBEC--(Marketwired - March 5, 2014) -

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Knight Therapeutics Inc. ("Knight" or the "Company") (TSX VENTURE:GUD) today announced that it has entered into a letter agreement with a syndicate of underwriters led by GMP Securities L.P. and including Cormark Securities Inc. (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a private placement basis, 20,301,038 special warrants (the "Special Warrants") of the Company at a price of $3.50 per Special Warrant (the "Offering Price") for aggregate gross proceeds to Knight of $71,053,633 (the "Offering").

3487911 Canada Inc. or an affiliate thereof ("3487911"), an entity controlled by the Company's President and Chief Executive Officer, Jonathan Ross Goodman, has agreed to purchase up to 6,052,739 Special Warrants under the Offering (approximately $21 million).

Under the same letter agreement with the Underwriters, 3487911 has the right, but not the obligation, to subscribe, subject to shareholder approval, for approximately 1.12 million additional common shares of Knight on the same terms as investors in the Offering under a concurrent private placement offering to maintain its pro-rata ownership interest in the Company of approximately 34%.

Each Special Warrant will be exercisable into one common share in the capital of Knight (the "Common Shares") for no additional consideration. The Special Warrants will be deemed to be exercised upon the earlier of: (i) a date that is no later than the fifth business day after the date of issuance of a receipt for a final prospectus qualifying the issuance of Common Shares underlying the Special Warrants; and (ii) four months and one day following the closing of the Offering. Knight has agreed to use its commercially reasonable efforts to file a prospectus qualifying the issuance of the Common Shares underlying the Special Warrants in all provinces of Canada where purchasers of Special Warrants are resident.

The Offering is expected to close on or about March 19, 2014 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The proceeds of the Offering will be used to fund Knight's future growth as well as for general corporate purposes.

Under the agreement, the Underwriters will be entitled to a commission equal to 5.0% of the gross proceeds from the Offering (other than from sales to 3487911 and certain other entities and directors and officers of the Company) and will be granted that number of Special Warrants of the Company as is equal to 2.0% of the total number of Special Warrants sold pursuant to the Offering (other than from sales to 3487911 and certain other entities and directors and officers of the Company), exercisable within one year from the closing of the Offering at an exercise price equal to $3.75 per common share.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

When commenting on the financing Jonathan Ross Goodman stated "This initial financing is a great step forward for Knight and a sign of the confidence that the market has in our future. As a sign of my own commitment to Knight`s success, I am personally investing over $20 million in this deal."

About Knight Therapeutics Inc.:

Knight Therapeutics Inc., headquartered in Montreal, Canada, is a specialty pharmaceutical company focused on acquiring or in-licensing innovative pharmaceutical products for the Canadian and world markets. Knight Therapeutics' shares began trading on the TSX-V on March 3, 2014 under the symbol GUD. For more information about Knight Therapeutics, please visit the Company's web site at www.gud-knight.com or at www.sedar.com.

This press release may contain forward-looking statements and predictions. These forward-looking statements, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. The Company considers the assumptions on which these forward-looking statements are based to be reasonable at the time they were prepared, but cautions that these assumptions regarding the future events, many of which are beyond the control of the Company and its subsidiaries, may ultimately prove to be incorrect. Factors and risks, which could cause actual results to differ materially from current expectations, are discussed in the Company's final application for listing on the TSX Venture Exchange and can be found on SEDAR at www.sedar.com, which investors should consult for additional information. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information or future events and except as required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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