In connection with the Private Placement, Mettrum has agreed to pay the Agents a cash commission (the "
The Private Placement was completed in connection with the previously announced Qualifying Transaction between the Company and Mettrum. Subject to approval by the Exchange, the Qualifying Transaction will be completed by way of a three-cornered amalgamation whereby Mettrum will amalgamate with a wholly-owned subsidiary of the Company. As further described below, shareholders of Mettrum will receive one common share of the Company for one common share of Mettrum upon closing of the Qualifying Transaction, after giving effect to a consolidation of the common shares of the Company on a 14.5625 to 1 basis (the " Share Consolidation"), or such other ratio as may be required by the Exchange and approved by
The gross proceeds from the Private Placement less the costs and expenses of the Agents (the "
Upon closing of the Qualifying Transaction, shareholders of Mettrum (including all holders of the Unit Shares) will receive one post-Share Consolidation common share of the Company for every Mettrum common share. In addition, options and warrants of Mettrum, including the Unit Warrants and Brokers Warrants, that are outstanding at the time of closing of the Qualifying Transaction will be exchanged for equivalent instruments of the Company exercisable for or convertible into the Company's post-Share Consolidation common shares.
The net proceeds raised from the Private Placement will be used by Mettrum for capital improvements, marketing, patient acquisition, strategic opportunities, product development and general working purposes.
None of the Non-Arm's Length Parties (such term as defined in the policies of the Exchange) to the Company participated in the Private Placement, other than
For more information, please contact:
Phone: (416) 213-8118 Ext. 210
Phone: (613) 220-2016
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable, pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required approval is obtained. There can be no assurance that the Qualifying Transaction will be completed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be 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 a capital pool company should be considered highly speculative.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Qualifying Transaction; the terms and conditions of the proposed Private Placement; use of funds; and the business and operations of the Resulting Issuer after completion of the proposed Qualifying Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered 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; and the results of operations. There can be no assurance 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 and Mettrum disclaim 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.
The information relating to Mettrum and the Mettrum Private Placement disclosed hereunder has been provided to the Company by Mettrum and has not been verified by the Company. The Company disclaims any responsibility in respect of the adequacy or accuracy of such information.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this Press release.
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