Vivione Biosciences Inc.
TSX VENTURE : VBI

Vivione Biosciences Inc.

November 02, 2015 08:42 ET

Vivione Biosciences Inc. Announces Completion of First Tranche of Investment in Its Operating Subsidiary of US$1,000,000

CALGARY, ALBERTA--(Marketwired - Nov. 2, 2015) - Vivione Biosciences Inc. ("Vivione" or the "Corporation") (TSX VENTURE:VBI) is pleased to announce the completion of the first tranche of the previously announced transaction (the "Transaction") pursuant to an agreement (the "Agreement") entered into between the Corporation, Vivione Biosciences, LLC, a wholly-owned Arkansas incorporated subsidiary of the Corporation (the "Subsidiary"), and Montalcino Holdings I, LLC ("Montalcino"), a Texas-based limited liability corporation, pursuant to which Montalcino will purchase up to US$2,500,000 in the equity of the Subsidiary, as more particularly described in the Corporation's management information circular dated September 14, 2015. On October 30, 2015 Montalcino completed the first tranche of its investment into the Subsidiary whereby it purchased 1,000,000 Series A Preferred Units ("Units") of the Subsidiary at a price of US$1 per Unit, subject to final approval of the TSXV. It is expected that Montalcino will purchase a further 1,500,000 Units at a price of US$1 per Unit over the next twelve months, subject to the completion of certain milestones.

Transfer from TSX Venture Exchange to NEX

As a result of the completion of the first tranche of Transaction, the Corporation's operating assets have been reduced to approximately 16% of the Subsidiary. Upon completion of the final tranche of the Transaction, the Corporation's operating assets will be approximately 9% of the Subsidiary. As a result, Vivione is no longer able to meet the continued listing requirements of the TSX Venture Exchange (the "TSXV") and today, Monday, November 2, 2015 will transfer to the NEX board of the TSXV (the "NEX"), subject to the issuance of a bulletin by the TSXV. The Corporation's common shares will trade on the NEX under the symbol VBI.H.

In connection with the Transaction, Vivione granted a security interest in its remaining interest in the Subsidiary to secure the payment of certain obligations of the Subsidiary which remain outstanding as of the closing of the first tranche of the Transaction.

Resignation of Kevin Kuykendall and Ian Gallie

Effective October 30, 2015, Kevin Kuykendall has resigned from the board of directors of the Corporation and as Chief Executive Officer of the Corporation to take a more active role in the operations of the Subsidiary.

Effective October 26, 2015, Ian Gallie has resigned from the board of directors of the Corporation.

On behalf of the all of Vivione's shareholders, the Corporation would like to thank Mr. Kuykendall and Mr. Gallie for their services.

Appointment of Chester Jachimiec as Chief Executive Officer

Effective October 30, 2015, the Corporation is pleased to announce the appointment of Chester Jachimiec as Chief Executive Officer of the Corporation. Mr. Jachimiec will also continue to act as the Corporation's Chief Financial Officer.

About Vivione

Vivione's business is centered on the commercialization of the RAPID-B technology, which is an integrated system of hardware, software and chemical reagents that tests bacteria in key environments. This technology could have potentially diverse applicability from food safety to clinical diagnostics, by identifying and quantifying microorganism levels more rapidly and with greater precision than currently employed techniques.

About Montalcino

Montalcino Holdings I, LLC is a Texas-based limited liability corporation. Montalcino's principals have experience in investing and in the management of biotechnology companies.

Cautionary Statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws. Although Vivione believes that the expectations reflected in its forward-looking statements are reasonable, such statements have been based on factors and assumptions concerning future events that may prove to be inaccurate. These factors and assumptions are based upon currently available information to Vivione. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include the failure to meet milestones leading to the completion of the Transaction in full, the failure to receive final TSXV approval, failure to meet the listing requirements of the NEX, obtaining any necessary approval from regulators in the United States, and the inability of the Corporation to pays its liabilities as they become due. Readers are cautioned to not place undue reliance on forward-looking statements. The statements in this press release are made as of the date of this release and, except as required by applicable law, Vivione does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. Vivione undertakes no obligation to comment on expectations or statements made by third-parties in respect of Vivione, or its financial or operating results or (as applicable), their securities.

NEITHER 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