Technical Ventures RX Corp.

November 12, 2014 14:46 ET

Technical Ventures RX Corp. Closes Financings and Plan of Arrangement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 12, 2014) - Technical Ventures RX Corp. ("Technical") (TSX VENTURE:TIK.P) is pleased to announce it has closed its qualifying transaction with TheraVitae Inc. ("TVI") by way of plan of arrangement (the "Arrangement"), pursuant to which the parties amalgamated to form a new entity on November 10, 2014 under the Business Corporations Act (Alberta) called "Hemostemix Inc." ("Amalco"). The Arrangement constitutes the qualifying transaction (the "Qualifying Transaction") of Technical in accordance with the requirements of the TSX Venture Exchange (the "TSX Venture") Policy 2.4 - Capital Pool Companies. The Arrangement is described in further detail in numerous press releases of Technical and in the amended and restated joint information circular of Technical and TVI dated September 30, 2014 (the "Joint Circular"), all of which are available on SEDAR at Prior to completing the Arrangement, Technical received conditional acceptance of the Qualifying Transaction from the TSX Venture on October 2, 2014. Additionally, a final order of the Court of Queen's Bench of Alberta approving the Arrangement was obtained on November 7, 2014. The completion of the Qualifying Transaction is subject to the final acceptance of the TSX Venture which Amalco expects to receive shortly. Trading will remain halted pending submission of satisfactory post-closing documentation to the TSX Venture. A further news release will be issued once a trading date has been determined.

Immediately prior to the completion of the Arrangement, Technical completed a brokered private placement and short form offering under TSX Venture Policy 4.6 Public Offering by Short Form Offering Document for combined aggregate gross proceeds of $3,500,000 (collectively referred to as the "Financings"). The Financings consisted of the issuance of 35,000,000 Technical Common Shares at an issue price of $0.10 per Common Share. Immediately after closing the Financings, all outstanding Technical securities were exchanged for securities of Amalco pursuant to the terms of the Arrangement on a one for five basis, resulting in the issuance of 7,000,000 Amalco Common Shares at $0.50. Additionally, all outstanding TVI securities were exchanged for Amalco securities on a one for ten basis under the Arrangement.

Wolverton Securities Ltd. (the "Agent"), together with its selling group members, received, pursuant to the Financings, agent's options to purchase an aggregate of 560,000 Amalco Common Shares (the "Agent's Options") at a price of $0.50 after giving effect to the Arrangement. The Agent's Options are exercisable until November 10, 2019. The Agent also received a commission equal to 8% of the gross proceeds under the Financings, which was payable in cash and via the issuance of 120,000 Amalco Common Shares at a deemed issue price of $0.50. In addition, Technical paid the Agent a corporate finance fee, which was partially paid via the issuance of 50,000 Amalco Common Shares at a deemed price of $0.50.

Under the short form offering, Technical issued 1,453,500 Common Shares (or 290,700 Amalco Common Shares) to shareholders who are considered designated "Designated Hold Purchasers" (as such term is defined in National Instrument 45-102) and whose Amalco Common Shares are subject to a four month hold period ending March 11, 2015. In addition, 320,000 of the Agent's Options and 32,000 Common Shares issued to the Agent as partial payment of commissions under the short form offering are subject to a hold period ending March 11, 2015.

The net proceeds from the Financings will be used by Amalco to continue funding its Phase 2 Clinical Trial which is currently underway in Canada for its lead product, ACP-01, for the treatment critical limb ischemia and for general working capital purposes.

After giving effect to the Arrangement and the Financings, Amalco will have 65,172,119 Common Shares outstanding and the new trading symbol will be "HEM".

Upon completion of the Arrangement, all outstanding stock options of TVI and Technical were exchanged for 5,780,000 Amalco stock options pursuant to the Arrangement, with 5,680,000 Amalco stock options being exercisable at $0.10 and 100,000 Amalco stock options being exercisable at $0.50. All Amalco stock options expire five years from the date of grant. The granting of the Amalco stock options remains subject to all necessary regulatory approvals.

Dr. Elmar Burchardt, who was recently appointed as Chief Executive Officer of the company, is currently in South Africa to advance the company's clinical trial. Dr. Burchardt will be available to address any shareholder enquires after November 24, 2014.

Neither the TSX Venture Exchange, Inc. nor its Regulation Service Provider (as that term is defined under the policies of the TSX Venture Exchange) has in any way passed upon the merits of the Qualifying Transaction and associated transactions and has neither approved nor disapproved of the contents of this press release.

As indicated above, completion of the Qualifying Transaction is subject to TSX Venture approval. There can be no assurance that the Qualifying Transaction will be approved by the TSX Venture. Investors are cautioned that, except as disclosed in the Madison Circular prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Amalco should be considered highly speculative.

This press release contains forward-looking statements. More particularly, this press release contains statements concerning the receipt of TSX Venture approval of the Qualifying Transaction and the use of proceeds by Amalco of the Financings. The forward-looking statements are based on certain key expectations and assumptions made by Amalco including the timing of receipt of required TSX Venture approvals.

Although Amalco believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because no assurance can be provided that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that the required TSX Venture approvals are not obtained on terms satisfactory to the parties or at all.

The forward-looking statements contained in this press release are made as of the date hereof and Amalco does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Contact Information

  • Hemostemix Inc.
    Charles W. Baker
    Chairman and Director
    (403) 818-7672