TORONTO, ONTARIO--(Marketwired - Oct. 16, 2013) - Primera Bioscience Research Inc. ("Primera" or the "Company") is pleased to announce that the Company is proposing to consolidate its common shares (the "Shares") on the basis of a range between one (1) post-consolidation Shares for between two (2) and five (5) pre-consolidation Shares (the "Consolidation"), subject to the approval of the Company's shareholders (the "Shareholders").
It is management's view that the Consolidation is in the best interests of the Shareholders, as it is anticipated that the post-Consolidation market price per Share may facilitate further financing activities. In addition, management believes that the Consolidation will make investing in the Shares more attractive to a broader range of institutional investors and other members of the investing public.
Implementation of the Consolidation will not materially affect the percentage ownership of the Shareholders and the Consolidation will merely proportionally reduce the number of Shares held by the Shareholders.
As at the date hereof, there are an aggregate of 4,375,000 pre-Consolidation Shares are issued and outstanding. It is expected that, upon implementation of the Consolidation, the aggregate number of shares issued and outstanding will be between 875,000 Common Shares on the basis of a five-to-one ratio, and 2,187,500 Common Shares on the basis of a two-to-one ratio.
In the event the implementation of the Consolidation would otherwise result in the issuance of a fractional Share, no fractional Share will be issued and such fraction will be rounded up or down to the nearest whole number. In addition, the number of Shares issuable upon the exercise of any outstanding Share purchase warrants or any other convertible securities of Primera will be proportionally adjusted upon the implementation of the Consolidation.
The Company further announces that, subject to the approval of the Shareholders, it will change its name to "Primera Research Inc." (the "Name Change") or such other name as may be determined to be appropriate by the Company's board of directors. The management is proposing to change the Company's name because the Company is considering a number of initiatives in the area of technology and development outside of the biotechnology sector and it is believed that a name change to reflect this broader strategy is appropriate.
Shareholders will be asked to approve the Consolidation and the Name Change at the special meeting of the Shareholders to be held on November 12, 2013 (the "Special Meeting"). Letters of transmittal with respect to the Consolidation will be sent to Shareholders along with a management information circular dated October 7, 2013 in respect of the Special Meeting. Copies of the letter of transmittal may be obtained from Capital Transfer Agency Inc., the registrar and transfer agent of the Company, by mail at 121 Richmond Street West, Suite 401, Toronto, Ontario, M5H 2K1, by fax at +1 (416) 350-5008, or by email at email@example.com.
ABOUT PRIMERA BIOSCIENCE RESEARCH INC.
Primera is engaged in early stage biotech and related research. The Corporation currently has one collaborative project under which it provided $300,000 of funding for certain brain tumour and stem cell research being conducted by The Hospital for Sick Children in Toronto, Ontario, in exchange for a 10% interest in any commercialization proceeds arising out of the project. This research is more fully described in the prospectus of Primera dated July 23, 2008 and subsequent disclosures which are filed on www.sedar.com. Primera intends to continue with its biomedical research activities.
ON BEHALF OF THE BOARD OF DIRECTORS
CAUTIONARY STATEMENT: No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This news release includes certain "forward-looking statements". All statements other than statements of historical fact included in this release, including, without limitation, statements regarding research and the potential results thereof, and future plans and objectives of Primera, and the benefits to be realized from the Consolidation, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Primera's expectations include market risks, and research and other risks detailed in the filings made by Primera with securities regulators and available at www.sedar.com.