Mill City Gold Corp.

Mill City Gold Corp.

August 04, 2015 15:46 ET

Mill City to Acquire Florida Pharmacy Solutions, Inc.

CALGARY, ALBERTA--(Marketwired - Aug. 4, 2015) - MILL CITY GOLD CORP. ("Mill City" and/or the "Company") (TSX VENTURE:MC)(FRANKFURT:NJ6) is pleased to announce it has signed a Letter of Agreement dated August 3, 2015, to acquire 100% of the issued and outstanding shares of Florida Pharmacy Solutions, Inc. ("FPS"), a pharmaceutical compounding company located in Zephyrhills, FL, a suburb of metropolitan Tampa Bay. FPS is a Florida incorporated company and is controlled by James Wesley Moss, a resident of Florida and Cary Ardell Moss, a resident of Alabama.

FPS is a full service, state of the art, compounding pharmacy with over 60 years of clinical experience specializing in providing effective compounds for patients and prescribers. FPS specializes in non-narcotic pain creams as well as creams for wound management, scar management, neurology management, nausea management, dermatology and bio-identical hormones.

FPS was incorporated in Florida in August 2012. For the year ended December 31, 2013, FPS had total revenue of US$4.34 million with a net income of US$903,064. For the year ended December 31, 2014, FPS had total revenue of US$20.60 million with a net income of US$7.52 million. Total revenue for 2015 Q1 was US$12.6 million with a net income of US$956,052. Working capital at June 30, 2015 was $9.86 million. All financial information quoted for the year ended December 31, 2013 and December 31, 2014 respectively has been taken from FPS audited financial statements. All financial information quoted for 2015 Q1 and at June 30, 2015 is unaudited and has been provided by a CPA who is independent of FPS.

Pharmaceutical compounding ("Compounding") is a branch of pharmacy that continues to play a crucial role of drug development. Compounding is the creation of a particular pharmaceutical product to fit the unique need of a patient. To do this, compounding pharmacists combine or process appropriate ingredients using various tools.

To acquire FPS, the Company will issue 25 million common shares at a deemed value of US$0.50 per share for a total consideration of US$12.5 million.

Mill City has been a resource issuer since incorporation. The completion of this transaction will result in a Change of Business ("COB"). The Company will be changing its name to FPS Pharma Inc. All parties to this transaction are at arm's length. The Company has not retained a Sponsor at this time but will be doing so in the near future.

There are no significant conditions required to complete the COB other than shareholder and regulatory approval.


James R. Brown, Chairman, President & CEO

"Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. 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 COB may not be accurate or complete and should not be relied upon. Trading in the securities of Mill City Gold Corp. should be considered highly speculative.

"The TSX Venture Exchange 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

  • Mill City Gold Corp.
    James R. Brown
    Chairman, President & CEO