Rodocanachi Capital Inc.
TSX VENTURE : ROD.H
NEX BOARD : ROD.H

December 30, 2014 18:11 ET

Rodocanachi Capital Inc. Files Filing Statement Regarding Qualifying Transaction With AlliancePharma Inc.

MONTREAL, QUEBEC--(Marketwired - Dec. 30, 2014) -

NOT FOR DISTRIBUTION IN THE U.S. OR OVER U.S. NEWSWIRES

Rodocanachi Capital Inc. ("Rodocanachi") (NEX:ROD.H), a capital pool company, and AlliancePharma Inc. ("Alliance"), a Quebec-based, health industry personal placement company, are pleased to announce that they have received conditional approval from the TSX Venture Exchange (the "TSXV") for Rodocanachi's previously announced qualifying transaction (the "Qualifying Transaction"), subject to fulfilling all of the requirements of the TSXV.

Pursuant to the Qualifying Transaction, Rodocanachi and Alliance will complete a "three-cornered" amalgamation under the provisions of the Business Corporations Act (Quéebec), pursuant to which Alliance will amalgamate with a wholly-owned subsidiary of Rodocanachi.

In connection with the Qualifying Transaction, the common shares of Alliance will be converted into common shares at a deemed price of $0.15 per share and a $750,000 Debenture of Rodocanachi following the Qualifying Transaction (the "Resulting Issuer"). Upon completion of the proposed Qualifying Transaction, the Resulting Issuer is expected to meet all of the minimum listing requirements for a Tier 2 Industrial Issuer.

Rodocanachi updated the terms of the private placement (the "Offering") to be completed in connection and concurrently with the Qualifying Transaction to offer units (each a "Unit") at a price of $0.15 per Unit for minimum gross proceeds of $300,000 and maximum gross proceeds of $500,000. Each Unit being comprised of one (1) Resulting Issuer common share and one (1) Resulting Issuer common share purchase warrant entitling the holder thereof to acquire one (1) additional Resulting Issuer common share at a price of $0.25 for a period of twenty-four (24) from its issuance.

Concurrently, Rodocanachi will also complete the previously announced shares for debt transaction (the "Shares for Debt") pursuant to which $60,000 of debt have been converted into an aggregate of 1,200,000 Rodocanachi common shares (on a pre-consolidation basis).

For further information, please see the Rodocanachi filing statement (the "Filing Statement"), which was filed today and is available on SEDAR. Closing of the Qualifying Transaction and the Rodocanachi consolidation, on a 3 for 1, basis are expected to occur on or about January 7, 2015, or such other date as Rodocanachi and Alliance may determine. The completion of the Rodocanachi consolidation Qualifying Transaction is subject to a number of conditions, including but not limited to receipt of all required regulatory and third party consents, including final TSXV acceptance, and satisfaction of other customary closing conditions. Trading in the common shares of Rodocanachi will remain halted pending final approval of the TSXV.

About Rodoanachi

Rodocanachi is a capital pool company ("CPC") formed under the TSXV CPC program.

About Alliance

Alliance is a leader in the health industry personal placement, connecting health professional to pharmacies and hospital. With offices located in the Province of Québec, Alliance has a strong growing basis of active clients, and focuses on delivering a tier-one placement platform making it possible to target and connect the right providers, in the right places, at the right times and for the right price.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

All information in this press release concerning Alliance has been provided for inclusion herein by Alliance. Although Rodocanachi has no knowledge that would indicate that any information contained herein concerning Alliance is untrue or incomplete, Rodocanachi assumes no responsibility for the accuracy or completeness of any such information.

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 CPC should be considered highly speculative.

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Certain information in this press release may constitute forward-looking information, including without limitation the completion of the Offering, Amalgamation and Transaction, as well receipt of all necessary approvals in connection therewith. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Rodocanachi assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Rodocanachi. Additional information identifying risks and uncertainties is contained in the Rodocanachi's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

Contact Information

  • For additional information concerning
    Rodocanachi Capital Inc.
    Jean-Sebastien Besner
    President, CEO and CFO
    (514) 282-7827

    For additional information concerning
    AlliancePharma Inc.
    Marc Lemieux
    Vice-President of AlliancePharma Inc.
    (418) 334-8767