The Meeting was rescheduled as a result of a decision by Technical to raise up to an additional $1,500,000 concurrently with closing of the Arrangement.
(PRWEB) September 24, 2014
Canadian-based Theravitae Inc. (“TVI”) announced today that it has rescheduled its special shareholders' meeting originally scheduled for September 26, 2014 to approve it’s plan of arrangement ("Arrangement") with Technical Ventures RX Corp. ("Technical"), as previously announced, to November 5, 2014 (“Meeting”). The Meeting was rescheduled as a result of a decision by Technical to raise up to an additional $1,500,000 concurrently with closing of the Arrangement. As a result, TVI will be mailing an amended and restated information circular in connection with the Meeting. TVI shareholders should disregard the previous information circular dated August 29, 2014.
Technical announced on September 23, 2014 that it has amended the terms of its previously announced offering, which is taking place pursuant to Exchange Policy 4.6 Public Offering by Short Form Offering Document (“SFOD Offering”), such that the minimum amount under the SFOD Offering has increased to $2,000,000 from $1,310,000.
In addition to the funds to be raised under the SFOD Offering, Wolverton Securities Ltd. ("Wolverton") will assist Technical on a commercially reasonable efforts basis, for the offering of a minimum of 10,000,000 common shares (“Shares”) and up to a maximum of 15,000,000 Shares of Technical at a price of $0.10 per common Share (minimum of 2,000,000 Shares and a maximum of up to 3,000,000 Shares at an issue price of $0.50 per Share after giving effect to the consolidation taking place under the Qualifying Transaction) for minimum gross proceeds of $1,000,000 and maximum gross proceeds of $1,500,000 (“Private Placement”). Wolverton will receive a commission equal to 8% of the gross proceeds received by Technical from the sale of the Shares, which commission is payable in cash, Shares or any combination thereof at the option of Wolverton. In addition, Technical will grant to Wolverton a non-transferable option entitling Wolverton, for a period of five years from the date of closing, to purchase such number of Shares at an exercise price of $0.10 per Share ($0.50 after giving effect to the consolidation taking place under the Qualifying Transaction), as is equal to 8% of the aggregate number of Shares sold. Wolverton will also be paid a corporate finance fee in connection with the Private Placement and will be reimbursed for all reasonable expenses incurred therewith.
The additional funds raised will be applied towards the costs of TVI’s phase 2 clinical trial and for general working capital purposes.
The SFOD Offering and the Private Placement, together, will raise minimum gross proceeds of $3,000,000 and maximum gross proceeds of $3,500,000. The closings of the SFOD Offering and the Private Placement are to occur concurrently with the closing of the Arrangement.
Special Shareholders Meeting
On September 2, 2014, TVI obtained an interim order from the Court of Queen’s Bench Alberta (the "Interim Order") authorizing, among other things, TVI to hold a special meeting of shareholders of TVI relating to the Arrangement. As a result of the revised Meeting date, TVI and Technical will be seeking a variation to the Interim Order, details of which will be announced once the Interim Order has been varied.
The Meeting will be held at 730, 1015 – 4th Street SW, Calgary, Alberta T2R 1J4, on November 5, 2014 at 9:30 a.m. (MT). The record date for voting at the Meeting is October 6, 2014.
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 has launched a phase 2 clinical trial of its lead product (ACP-01) in critical limb ischemia.
Hemostemix 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.P have approved this press release.
For more information see http://www.hemostemix.com.
For further information please contact:
Charles W. Baker,
Chief Executive Officer
Phone: (250) 546-0603
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 Arrangement; anticipated closing dates of the Arrangement; the closing of the SFOD Offering and Private Placement and the anticipated timing thereof and the expected use of proceeds from the Private Placement and the SFOD 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.