Lander Energy Corporation
TSX VENTURE : LAE.H

September 23, 2010 21:56 ET

Lander Energy Corporation to Acquire Valentus Medical Technologies Inc.

TORONTO, ONTARIO--(Marketwire - Sept. 23, 2010) - LANDER ENERGY CORPORATION ("Lander") (TSX VENTURE:LAE.H) is pleased to announce that it has entered into a letter of intent (the "Letter of Intent") dated September 20, 2010 with Valentus Medical Technologies Inc. ("Valentus") and its shareholders with respect to a proposed business combination (the "Proposed Transaction"). The Proposed Transaction, if completed, will constitute an arm's length "Qualifying Transaction" for Lander in accordance with Exchange Policy 2.4 concerning Capital Pool Companies. Upon successful completion of the Qualifying Transaction, it is anticipated that Lander will meet the Tier 2 listing requirements of the TSX Venture Exchange (the "Exchange") for Technology Issuers. 

Summary of the Material Terms of the Proposed Transaction

Pursuant to the Proposed Transaction, all of the issued and outstanding shares in the capital of Valentus (the "Valentus Shares") will be acquired from the direct or indirect holders thereof, being Valentus Health Clinics Inc. ("VHC"), John Parkinson, Stephen Davis, Mary-Lynn Bellamy-Willms, Deetken Enterprises Inc. and Bradley Aelicks (collectively, the "Valentus Shareholders") by Lander in exchange for the issuance of 13,020,933 common shares in the capital of Lander (the "Lander Shares") and one (1) Lander Share for every $0.50 of existing indebtedness of Valentus which is converted into equity prior to completion of the Proposed Transaction.

Financing

In connection with the Proposed Transaction, Lander intends to raise gross proceeds of up to $2,500,000 by (i) a private placement of Lander Shares at a price of $0.35 per Lander Share for gross proceeds of up to $500,000 to be completed as soon as practicable; and (ii) a public offering of units ("Units") at a price of $0.50 per Unit for gross proceeds of up to $2,000,000 to be completed concurrently with the Proposed Transaction. Each Unit will consist of one Lander Share and one warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire an additional Lander Share at a price of $0.50 per Lander Share in the first year and a price of $0.75 per Lander Share in the second year following the issuance of the Warrants. Lander has entered into an agreement with Macquarie Private Wealth Inc. ("Macquarie") to act as its agent in connection with the financing on a commercially reasonable efforts basis. As partial consideration for Macquarie's services, Macquarie will be entitled to receive a cash commission of 8% of the gross proceeds raised in the financings. As additional consideration, Macquarie will be granted non-transferable options (the "Agent's Compensation Options"), each Agent's Compensation Option entitling Macquarie to purchase such number of Lander Shares as is equal to 8% of the Units sold at a price of $0.50 per Lander Share in the first year and a price of $0.75 per Lander Shares in the second year following issuance of the Agent's Compensation Options. Lander will also pay Macquarie a corporate finance fee of $35,000 (plus HST).

The net proceeds from the private placement will be used for general working capital and for the expenses related to the Proposed Transaction.

Name Change

Upon completion of the Proposed Transaction, Lander proposes, subject to Exchange and shareholder approval, to change its name to "Valentus Medical Technologies Ltd." or such name as may be approved by Lander's shareholders.

Transfer within Escrow

It is intended that the founding shareholders of Lander will transfer within escrow, subject to Exchange and regulatory approval and concurrently with closing of the Proposed Transaction, an aggregate of 500,000 escrowed Lander Shares to certain direct or indirect shareholders of Valentus at a price of $0.20 per share for aggregate consideration of $100,000, subject to the Exchange requirement that any transfers can only be to Principals, as defined in Exchange Policy 1.1. This agreement supercedes the share purchase agreement announced by Lander in its press release dated August 4, 2010. In addition, Stephen Davis will withhold from joining the board of directors of Lander until the completion of the Prosposed Transaction.

Payment

Upon closing of the Proposed Transaction, a payment will be paid by Lander to the existing Lander board members in the amount of $5,000 per board member for past services over the past 2 years to Lander and for their assistance in the completion of the Proposed Transaction.

Sponsorship

Lander will, if necessary, engage a sponsor in connection with the Proposed Transaction. If an agreement to act as sponsor is entered into it should not be construed as any assurance with respect to the merits of the Proposed Transaction or the likelihood of its completion.

Terms and Conditions of the Proposed Transaction

The Proposed Transaction is an arm's length transaction. The assets to be acquired by Lander include the Valentus Shares, and any and all residual rights of the Valentus Shareholders in all assets of Valentus, including all of Valentus' receivables, distribution agreements, and inventory (the "Assets"). As part of the regulatory approval process, Lander anticipates submitting for review to the Exchange a filing statement. The Lander Shares will remain halted until such time as permission to resume trading has been obtained from the Exchange and all required documentation is submitted to the Exchange. 

The Valentus Shareholders have agreed that the Lander Shares issuable in connection with the Proposed Transaction will be allocated and distributed from VHC, as the principal shareholder of Valentus, to the shareholders of VHC. Such Lander Shares will be subject to restrictions imposed by the Exchange and by applicable securities law. 

Pursuant to the Letter of Agreement, and subject to approval by the Exchange, upon signing of a definitive agreement with respect to the Qualifying Transaction, Lander will advance, by way of a secured loan, $225,000 to Valentus until the earlier of final approval by the Exchange of the Qualifying Transaction or until December 31, 2010. Such loan will be forgiven if the Proposed Transaction is not completed and such failure to complete the Proposed Transaction is not as a result of the breach by the Shareholders or Valentus of their obligations under the Letter Agreement.

About Valentus

Valentus is a privately owned company incorporated under the Business Corporations Act (British Columbia), with its head office in Victoria, British Columbia. Valentus is a provider of accurate, affordable and easy to use medical devices that enhance the integrity of diagnosis and provide low cost accessibility to patients in order to improve their personal health and well-being. Valentus has been granted the worldwide exclusive rights, with the exception of China, for a tactile, non-invasive, digital breast imaging technology known as SureTouch™ to address this unique opportunity to improve the sensitivity of early detection of breast cancer. Over 200 units have been sold to date.

The assets of Valentus consist primarily of a collection of distribution agreements, receivables and inventory relating to the proprietary technology (the "Technology") which exclusive rights are owned by Valentus in connection with the Clinical Breast Exam ("CBE") Documentation Device. Lander intends, subsequent to the completion of the Transaction to continue to develop the business of Valentus for the purpose of identifying and developing commercial applications for the Technology worldwide.

TECHNOLOGY/SOLUTION: SureTouch™ enhances the routine CBE using Tactile or Palpation Imaging (TI or PI technology) and is an accurate, comfortable and affordable breast-cancer screening device relative to other solutions. It measures the reactive pressures generated by a breast lesion, which can be more than 100 times harder than normal tissue and may prove to be cancerous. It documents the shape, location, hardness and size of breast lesions. SureTouch™ alone can be used effectively for women of all ages. It is compact, portable and easy to set up. Training is offered online and is straight forward and simple.

INTELLECTUAL PROPERTY: SureTouch™ has a strong intellectual property position (8 patents issued and 7 licensed patents). Valentus has also registered patent applications for the protection of combining the unique features of thermal imaging and SureTouch™ technology giving Valentus a strong market advantage as a first mover in this market segment.

Directors and Officers

Upon completion of the Proposed Transaction, the board of directors of Lander will consist of not more than five directors, all of whom will be nominees of Valentus. All senior officers of Lander on the completion of the Proposed Transaction will be nominees of Intelligent Imaging.

The Valentus nominees for the board of directors and senior officers is anticipated to be as follows:

Stephen Davis – Director, CEO and Chairman (Victoria, British Columbia)

Mr. Davis is a serial entrepreneur who has extensive experience in leading inventors through the process of commercializing their product, successfully protecting Intellectual Property, assembling the right teams for business success, funding companies and taking them public. Mr. Davis is experienced in raising capital through the public markets. In addition to his business pursuits, he has been active with the University of Victoria in their Entrepreneurship Program, over the last 4 years. He also sits on several boards, both private and public. Mr. Davis is leading Valentus in identifying and securing a variety of medical device solutions designed to improve personal health at affordable cost to the patient.

Mary-Lynn Bellamy-Willms, Director (Victoria, British Columbia)

Ms. Bellamy-Willms is an entrepreneur with a proven track record as Founder and CEO of Suburbia Advertising, a leading retail agency in Canada, and Function Fox Systems Inc., North America's leader in project & time tracking solutions for small creative companies. Suburbia is ranked as one of the top ten agencies of its kind in BC, and has won numerous international awards for excellence. She is actively involved in a number of startup ventures, and sits on numerous boards and local tech councils. Her expertise and passion for marketing, planning and strategic creative thinking has resulted in hundreds of successful marketing programs for a broad range of clients. Ms. Bellamy-Willms has worked with the BC Cancer Foundation for over a decade. During that time, she has gained a wealth of experience that will be a valuable asset in helping Valentus move forward with these exciting breast imaging technologies.

John Parkinson – Director and Chief Financial Officer (Victoria, British Columbia)

Mr. Parkinson is a seasoned senior executive with cross-industry experience in the management of high growth, dynamic global companies. Mr. Parkinson is currently the Chief Financial Officer of Protox Therapeutics Inc., a TSX listed (symbol: PRX) biotechnology company focused on the development of novel fusion proteins for the treatment of human disease. Protox recently closed a successfully financing that raised over $5 million from institutional and retail investors in challenging market conditions for Canadian small-cap biotechs. Previously, Mr. Parkinson held the position of Vice President, Finance at Aspreva Pharmaceuticals, a rapidly growing public company formed in 2003 and sold to a diversified European healthcare group for over $1 billion. He was a key factor in Aspreva's TSX and NASDAQ $100 million IPO in 2005, the largest in Canadian healthcare history. As a key member of Aspreva's leadership committee, Mr. Parkinson, helped shape and grow the company from a small, West Coast based start-up into a multi-national company with offices in London, Switzerland, New Jersey and Victoria and annual revenues in excess of $250 million. Prior to Aspreva, he focused on financial, high-tech and public company practices during his 10 years with KPMG. 

Jill Wagman, Director (Toronto, Ontario)

Jill Wagman is a principal of Eckler Ltd., an international consulting and actuarial services firm in Toronto, Ontario, where she has been employed since September 1993. Ms. Wagman provides consulting advice to national and multinational corporations.

Denis O'Connor – President (New Jersey, USA)

A visionary leader with an entrepreneurial mind-set and more than 20 years of developing innovative concepts and driving team successes. Mr. O'Connor began his career in sales and marketing and rose through the ranks to executive level positions at Sony Electronics, Philips Medical Systems and Lockheed Martin's Medical Technologies Division. As a CEO, Mr. O'Connor has led all aspects of new ventures and corporate repositioning initiatives, from initial capitalization to restructuring. Mr. O'Connor has been successful in introducing new high-tech products to market while creating winning organizations on a global level in such companies such as Life Imaging Systems in Ontario, and Advanced Imaging Technologies in Seattle, Washington. He is currently the CEO and Director at Medical Tactile Inc, a Los Angeles, California based private medical device company focusing on technology for breast cancer detection and assessment. He is recognized as an industry expert on breast imaging technologies as well as other new imaging technologies in the medical device market. Mr. O'Connor is past member of the American Registry of Radiologic Technology (ARRT), Registry of Diagnostic Medical Sonography (RDMS) and the Association of Imaging in Medicine (AIM).

Lander anticipates that further information with respect to the Proposed Transaction and Valentus will be disclosed by future news release when available and that the shares of Lander listed on the Exchange will remain halted until completion of the Proposed Transaction.

This press release contains statements that constitute "forward-looking information" or "forward-looking statements" (collectively "forward-looking information") within the meaning of applicable securities legislation. This forward-looking information includes, among others, statements regarding: the Transaction, the completion of the Transaction and the receipt of Exchange Approval, including regarding timing of the Proposed Transaction, value and results of the proposed securities offering and other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance. Various assumptions were used in drawing the conclusions or making the forecasts and projections contained in the forward-looking information contained in this press release. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Lander and described in the forward-looking information contained in this press release. Undue reliance should not be placed on forward- looking information. The material risk factors include, but are not limited to: failure to complete the Proposed Transaction, failure to realize anticipated synergies, the possibility that government policies, rules, regulations or laws may change or governmental, exchange or other necessary approvals may be delayed or withheld and Landers ability to implement its business strategy. Readers are cautioned that the foregoing list of risk factors is not exhaustive.

The completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, the parties' completion of satisfactory due diligence, the completion of a financing (as described above), the entering into of definitive agreements with regard to the Proposed Transaction, Exchange acceptance and the receipt of applicable regulatory approvals and that all of the Valentus Shareholders will have tendered all of the Valentus Shares to Lander. 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 management information circular or filing statement to be 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 a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • For further information concerning the Proposed Transaction
    and this press release, please contact: Lander Energy
    David Wood, Director, President and CEO
    (604) 720-7307
    or
    Valentus Medical Technologies Inc.
    Stephen Davis
    Director, CEO and Chairman
    (250) 743-1734