We are pleased TVI has succeeded in raising over $4,000,000 to advance its objectives and both companies are confident that, subject to TSX Venture Exchange approval, we are now close to completing this merger.
Toronto, Ontario (PRWEB) June 06, 2014
Canadian-based Theravitae Inc. (“TVI”) announced today that it recently closed another tranche of its non-brokered private placement, which, when combined with the multiple closings of several brokered and non-brokered private placements (collectively, the “Private Placements”) since July 2013, has resulted in an aggregate issuance of 80,413,920 common shares at $0.05 (on a pre-Transaction basis) per common share for gross proceeds of $4,020,696 (of which $2,582,750 was raised in 2014). In
connection with the Private Placements, TVI has paid various agents and finders an aggregate of $288,655 in cash and issued 5,917,314 warrants entitling the holders to acquire 5,917,314 common shares at $0.05 (on a pre-Transaction basis or $0.50 per common share on a post-Transaction basis) within 60 months of closing its previously announced going public transaction (“Transaction”) with Technical Venture RX Corp. (“Technical Ventures”).
TVI also announces it has executed an amendment to the original Plan of Arrangement Agreement dated July 19, 2013 and amended on October 31, 2013, and March 14, 2014 (“Agreement”) whereby the outside completion date for the Transaction has been extended to August 31, 2014. The Agreement was also amended to reduce the concurrent financing to be completed by Technical Ventures from $4,000,000, which was a condition precedent in the original Agreement in favour of TVI, to a minimum of $1,000,000. The financing was reduced as a result of TVI’s Private Placements being oversubscribed.
This progress, along with the completion of its draft audited financial statements, which will be finalized shortly, sets the stage for the company to finalize the Transaction with Technical Ventures, which will constitute Technical Venture’s Qualifying Transaction in accordance with the policies of the TSX Venture Exchange.
TVI also announces that it has executed a joint Engagement Letter with Technical Ventures and Wolverton Securities Ltd. ("Wolverton") in connection with Technical Ventures’ proposed equity offering ("Offering"). Under the Offering, Technical Ventures will offer, on a best efforts basis, for sale a minimum of 10,000,000 common shares and a maximum of 20,000,000 common shares at a price of $0.10 per common share, or $0.50 after giving effect to the share exchange ratio under the Agreement, for minimum gross proceeds of $1,000,000 and maximum gross proceeds of $2,000,000. Refer to Technical Ventures’ sedar profile at http://www.sedar.com for additional details of the Transaction and the Offering.
The proceeds from the Private Placements and the Offering will be used to fund the operations and clinical trial of its operating subsidiary, Hemostemix Ltd. (“Hemostemix”). Hemostemix, based in Israel, and Kwalata Trading Ltd (“Kwalata”), based in Cyprus, are wholly-owned subsidiaries of TVI. Kwalata holds the intellectual property on behalf of the Hemostemix. As part of the merger, TVI will change its name to Hemostemix Inc. on completion of the Transaction.
“The directors and management of the two companies are working very closely together to expedite this transaction,” stated Technical Ventures RX Corp., David Wood, President and Chief Executive Officer. “We are pleased that TVI has succeeded in raising over $4,000,000 of the funding to advance its objectives. Despite the delays, both companies are confident that, subject to TSX Venture Exchange approval, we will complete the Transaction in the near future.”
“While we work with Technical to complete this transaction,” stated TVI Director, R. Lee
Buckler, “we are pleased to be making very meaningful progress on meeting TVI’s financial, corporate, and clinical program milestones. The company is running a lean operation which will allow it to focus the bulk of the funds recently raised on the company’s clinical trial."
Under the guidance of the company’s clinical trial steering committee, preparations are well underway at three Canadian hospitals to be the initial sites to launch the company’s clinical trial for the treatment of critical limb ischemia in Canada.
“We are pleased with the progress being made toward the launch of the clinical trial in
Canada,” stated Hemostemix President, Dr. Valentin Fulga. “We are pleased to have recently hired Dan Tan who has a wealth of knowledge and experience in the vascular surgery space to expedite the addition of other clinical sites and patient enrollment into the trial.” Dan Tan has over 30 years experience in Canada working with physicians and companies in vascular surgery and related markets.
About Hemostemix Ltd
Hemostemix is a clinical-stage Canadian-Israeli company developing and commercializing innovative, autologous (patient’s own), blood-derived cell therapies to treat a variety of medical disorders not adequately addressed by current treatments. The Company is preparing to launch a phase 2 clinical trial of its lead product (ACP-01) in critical limb ischemia. Hemostemix Ltd. is a company incorporated in Israel with an operating research, development and manufacturing facility in Kiryat Weizmann Science Park, Ness Ziona. Hemostemix and Kwalata are wholly-owned subsidiaries of Canadian-based parent company, TVI (together the “Hemostemix Group”). Kwalata holds the intellectual property on behalf of the Hemostemix Group. TVI has an agreement with Technical Ventures RX Corp (TSX-V:TIK.P) regarding a Qualifying Transaction in which TIK.P would acquire TVI in a share transaction. The two companies are working together to expedite this transaction and the directors of TIK have approved this press release. For more information see http://www.hemostemix.com.
Cautionary and Forward-Looking Statements
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. Forward‐looking statements and information are often, but not always, identified by the use of words such as "appear", "seek", "anticipate", "plan", "continue", "estimate", "approximate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions. More particularly and without limitation, this news release contains forward‐looking statements and information concerning the expected results of the Transaction; anticipated closing dates of the Transaction; the closing of the Offering and the anticipated timing thereof and the expected use of proceeds from the Private Placements and the Offering. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of TVI, including project development and overall business strategy. Although management of TVI believes that the expectations and assumptions on which such forward looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.