SBI Skin Biology Incorporated

September 21, 2009 17:46 ET

SBI Skin Biology Incorporated Provides Update in Respect of Its Business Combination With Realm Energy Operations Corporation

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 21, 2009) - SBI Skin Biology Incorporated (NEX:SBI.H) (the "Company") provides this updated news release in respect of the proposed reverse takeover with Realm Energy Operations Corporation (formerly Realm Energy International Corporation) ("Realm"), first announced on June 2, 2009 (the "Proposed Transaction"). The parties to the Proposed Transaction act at arm's length. As is normal policy of the TSX Venture Exchange (the "Exchange"), trading in the Company's shares has been halted since the Proposed Transaction was first announced.


In connection with the Company's Special Meeting to be held on October 9, 2009 to approve the Proposed Transaction, the Company mailed its Management Proxy Circular to its shareholders on September 14, 2009. A copy of the Management Proxy Circular can be found under the Company's profile on SEDAR at

At the Special Meeting, the Company will ask its shareholders to consider and, if thought fit, to pass special resolutions to:

(i) approve the proposed acquisition by the Company of all of the issued and outstanding shares of Realm Energy Operations Corporation (in exchange for 37,500,000 common shares of the Company) and complete a private placement of common shares by the Company pursuant to which it will raise gross financing proceeds of not less than $1.75 million;

(ii) approve the proposed consolidation of all of the issued and outstanding common shares of SBI on the basis of every four old common shares being consolidated into one new common share;

(iii) approve a change of name of the Company to "Realm Energy International Corporation"; and

(iv) authorize the continuance of the Company into British Columbia under the Business Corporations Act (British Columbia).

The Company expects to change its name to "Realm Energy International Corporation" to better reflect the line of business it will be in following the completion of the Proposed Transaction.

Management believes that having fewer shares outstanding following the completion of the Proposed Transaction will help to facilitate future financings necessary for the long-term development of the Company. The consolidation, if carried out, would be on the basis of four old shares for one new share. After effecting the Proposed Transaction mentioned above, there will be 61,682,990 common shares of the Company issued and outstanding. Assuming that the consolidation is implemented by the Board of Directors of the Company after effecting the Proposed Transaction, the number of common shares outstanding will be reduced to 15,420,747 common shares. Assuming that the Company is successful in raising $1.75 million by way of issuing 17,500,000 common shares, as contemplated, there would be 32,920,748 common shares outstanding. Implementation of the consolidation, financing, and concurrent name change is subject to shareholder approval and to Exchange acceptance.


H. Rick Gill, President, CEO & Director

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and within the meaning of applicable Canadian provincial securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the terms and conditions of the Proposed Transaction. Forward-looking statements are necessarily based upon estimates and assumptions that, while considered by the Company's management to be reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals, or delay or failure to complete the required private placement financing. There can be no assurance that the Proposed Transaction will complete or that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law or the policies of the TSX Venture Exchange.

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

Contact Information