Lander Energy Corporation
TSX VENTURE : LAE.H

November 26, 2010 23:38 ET

Lander Energy Corporation to Acquire Valentus Medical Technologies Inc.

TORONTO, ONTARIO--(Marketwire - Nov. 26, 2010) - LANDER ENERGY CORPORATION ("Lander") (TSX VENTURE:LAE.H), is pleased to announce that it has entered into a share exchange agreement (the "Share Exchange Agreement") with Valentus Medical Technologies Inc. ("Valentus") with respect to a proposed business transaction (the "Proposed Transaction"). The Proposed Transaction, if completed, will constitute an arm's length "Qualifying Transaction" for Lander in accordance with Policy 2.4 of the TSX Venture Exchange Inc. ("TSXV") 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 TSXV for Technology Issuers. 

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 works closely with carefully selected manufacturers and inventors to bring their non-invasive, proven products to forward-thinking, innovative practitioners. The assets of Valentus consist primarily of a collection of distribution agreements, receivables and inventory relating to the proprietary technology which exclusive rights are owned by Valentus.

Exclusive Rights

SureTouch Digital Breast Imaging: Valentus has been granted the worldwide exclusive rights, with the exception of China, for the tactile, non-invasive, digital breast imaging technology known as SureTouch™. Over 250 imaging units have been sold to date by the inventor. Valentus has signed distribution agreements representing sales of $150,000 for the month of November and expects sales to increase steadily in the new year.

Meditherm Digital Thermal Imaging: Valentus has been granted the exclusive Canadian rights for sales and distribution of Meditherm, Inc.'s thermal imaging technology. Thermography is known to be an effective test of physiology, and when used in tandem with SureTouch, will enhance the documentation of the Clinical Breast Exam ("CBE"), providing further information to the physician. Additionally, thermography is useful in detecting and monitoring a number of other diseases and physical injuries. This tool is non-invasive, uses no radiation, is painless for the patient and is in use with over 2,000 health clinics, medical clinics and hospitals worldwide.

LiteCure Class IV Therapeutic Laser: Valentus has been granted the exclusive Western Canadian rights for LiteCure deep tissue therapy laser systems with an option for the rest of Canada for the only Class IV Deep Tissue Laser Therapy approved for use in Canada. LiteCure's lasers provide advanced pain relief and expedited healing times through a process known as photobiostimulation. LiteCure lasers are currently used by over 1000 practitioners in the United States including 17 professional sports teams. Clinical studies are available documenting the effectiveness of this non-invasive, innovative technology.

In tandem with the sales and distribution of technologies, Valentus is developing proprietary programs to drive recurring revenues for the company. These programs are designed to effectively provide both reporting and documentation as well as build a database of information on protocols that will increase the value of Valentus' proprietary information over time.

In addition to the marketing, distribution and sales of medical technologies, Valentus' vision with SureTouch, its lead technology, is to change the landscape for breast screening technology globally. Valentus is poised to bring cost-effective and reliable breast screening capabilities to developing and third world countries where breast screening is currently not available and/or mammography is unaffordable or impractical. In North America and developed countries, Valentus' goal is to bring effective breast screening to women under 40 for whom mammography is not recommended. Valentus' early sales efforts will focus on integrated medical practices in North America where SureTouch will be positioned as the only standardized Clinical Breast Examination Documentation Device available. Valentus will also focus on building distribution relationships in key countries around the world. In tandem with these sales efforts, Valentus will be engaged in facilitating and supporting clinical studies in China, the US and Canada. It is anticipated that these studies will provide mainstream medical practitioners and governments in North America with the confidence to embrace the SureTouch technology as an effective, non-invasive breast screening tool that will ensure that women of all ages have access to breast screening. 

Lead Technology/Solution: SureTouch™ enhances the routine CBE using Tactile or Palpation Imaging (TI or PI technology) and is an accurate, comfortable, non-invasive and affordable. 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. In combination with the CBE, SureTouch™ can be used effectively for women of all ages. It is compact, portable and easy to set up. Training is offered online and is straightforward and simple.

Intellectual Property: SureTouch™ has a strong intellectual property position (8 patents issued and 7 licensed patents). Valentus is also in the process of registering patent applications for several application patents using a variety of combinations of modalities which will give Valentus a strong market advantage.

Valentus/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 innovative, non-invasive technologies for use worldwide. For more information visit www.ValentusMedicalTechnologies.com.

Directors and Officers

Upon completion of the Proposed Transaction, all of the existing directors and officers of Lander, with the exception of Jill Wagman, will resign as directors and/or officers of Lander and be replaced by Stephen L. Davis, Director, Chief Executive Officer and Chairman, Mary-Lynn Bellamy-Willms, Director and Director of Marketing, John Parkinson, Director and Chief Financial Officer and Denis O'Connor, President.

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.

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 is a Principal with Eckler Ltd. and a qualified actuary (FSA, FCIA) with over 20 years of consulting experience. Jill graduated with distinction from the University of Waterloo with an Honours Bachelor of Mathematics in 1990. She joined Eckler in 1993 and was the retirement practice leader from 2003 to 2006.

Jill provides advice with respect to all aspects of valuation, administration, governance, design, funding and accounting for pension, post-retirement and benefit programs. Jill is a member of the Actuarial Standards Oversight Council (ASOC), an independent body that oversees the Actuarial Standards Board.

Denis O'Connor – President (New Jersey, USA): Mr. O'Connor is 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).

Summary of the Material Terms of the Proposed Transaction

Lander has agreed to acquire 13,020,933 common shares of Valentus ("Valentus Shares"), being all of the issued and outstanding Valentus Shares, from the shareholders of Valentus, in exchange for the issuance of common shares of Lander ("Lander Shares") on the basis of one (1) Lander Share for each one (1) Valentus Share. In order to acquire a 100% interest in Valentus, it is intended that Lander will issue an aggregate of 13,020,933 Lander Shares at a deemed price of $0.50 per Lander Share, with each Valentus Share valued at $0.50 per Valentus Share.

Financing

In connection with the Proposed Transaction, Lander intends to raise gross proceeds of up to $3,000,000 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 $2,500,000 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

Loan to Valentus

Subject to the approval of the TSXV and immediately upon closing of the private placement of up to $500,000, Lander agrees to provide a loan to Valentus in the amount of 50% of the gross amount raised in the private placement bearing interest at a rate of five (5%) percent per annum (the "Loan") in order to fund Valentus' operating requirements prior to closing of the Proposed Transaction. The Loan will be evidenced by a promissory note in a form satisfactory to Lander, acting reasonably. The Loan shall be repayable on the date that is the earlier of (i) the date that is twelve (12) months following the date of the Share Exchange Agreement; or (ii) the completion of the Qualifying Transaction.

Name Change

In connection with the Proposed Transaction, it is anticipated that Lander will change its name to "Valentus Medical Technologies Ltd.", as approved by shareholders of Lander on November 4, 2010.

Transfer within Escrow

It is intended that the founding shareholders of Lander will transfer within escrow, subject to regulatory approval, 500,000 escrowed Lander Shares to certain nominees of Valentus at a price of $0.20 per share for aggregate consideration of $100,000, subject to the TSXV requirement that any transfers can only be to Principals, as defined in TSX Venture Exchange Policy 1.1.

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 shareholders of Valentus in all assets of Valentus, including all of Valentus' receivables, distribution agreements, and inventory. 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 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), receipt of applicable regulatory approvals and that all of the shareholders of Valentus 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.

All information contained in this news release with respect to Valentus was supplied by Valentus for inclusion herein, and with respect to such information, Lander and its board of directors and officers have relied on Valentus.

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 shareholders of Valentus 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 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
    David Wood
    Director, President and CEO
    (604) 720-7307
    or
    Valentus
    Stephen Davis
    Director, CEO and Chairman
    (250) 590-5090