CIT Financial Ltd.

March 21, 2013 23:08 ET

Pledge of Trimel Shares

NEW YORK, NEW YORK--(Marketwire - March 21, 2013) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

CIT Financial Ltd. ("CIT"), in its capacity as administrative agent to a syndicate of lenders (collectively, the "Lenders"), announced today that the syndicate of Lenders for which it is the administrative agent are the lenders referred to in the preliminary prospectus (the "Preliminary Prospectus") dated March 20, 2013 of Trimel Pharmaceuticals Corporation ("Trimel").

As noted in the Preliminary Prospectus, Mr. Melnyk provided a personal guarantee and pledge of an aggregate of 53,478,965 common shares (the "Pledged Shares") in the capital of Trimel. The Lenders believe that the Pledged Shares represent, in the aggregate, 58.9% of all issued common shares in the capital of Trimel.

Also as noted in the Preliminary Prospectus, the Lenders are legally entitled to vote the Pledged Shares and to dispose of the Pledged Shares.

The Lenders have agreed with Mr. Melnyk to refrain from exercising any voting (except in a connection with any required shareholder approval in connection with the issuance of securities by Trimel) or disposition rights. In essence the suspension of the disposition rights is conditioned upon Mr. Melnyk periodically delivering to the Lenders documents which are consistent with the completion of the offering contemplated in the Preliminary Prospectus as well as the refinancing, all focussed on the Lenders being paid in full on or before April 8, 2013. One of the principal milestones is that on or before March 28, 2013 Mr. Melnyk is to deliver an executed underwriting agreement with respect to the secondary offering with net proceeds for Mr. Melnyk sufficient to fund the equity needed for the refinancing.

If the refinancing is not completed as contemplated, then in connection with any disposition of the Pledged Shares, the Lenders may seek to design and implement a sales process. The Pledged Shares may, depending on market and other conditions, be retained or disposed of, whether in the open market, by privately negotiated agreement or otherwise, at one or more prices that may be above, at or below the current trading price of the common shares in the capital of Trimel on the TSX.

CIT is located at 207 Queens Quay West, Suite 700, Toronto, ON M5J 1A7. A copy of the early warning report can be obtained from Andrew Bella (Tel: 212 771 9341) or on Trimel's profile at www.SEDAR.com.

Contact Information

  • Andrew Bella
    212 771 9341