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Wolfeye Resource Corp (2)
Symbol WEY
Shares Issued 9,170,260
Close 2015-07-06 C$ 0.25
Market Cap C$ 2,292,565
Recent Sedar+ Documents

Wolfeye enters definitive deal to acquire Bionomics

2015-12-01 16:46 ET - News Release

Mr. Yari Nieken reports

WOLFEYE RESOURCE CORP. ANNOUNCES DEFINITIVE AGREEMENT WITH BIONOMICS DIAGNOSTICS INC.

Wolfeye Resource Corp. has entered into a definitive share exchange agreement, effective Nov. 17, 2015, to acquire all of the issued and outstanding securities of Bionomics Diagnostics Inc. (BDI), an arm's-length private B.C. corporation operating in the biomedical device space. The shareholders of BDI will receive 17 million common shares in the capital of Wolfeye in exchange for the common shares of BDI at a deemed price of 25 cents per share on a pro rata basis. In addition, BDI may undertake an equity financing to raise up to $300,000 through the sale of common shares of BDI, which could, pursuant to the terms and conditions of the share exchange agreement, result in the issuance of up to three million additional Wolfeye shares to be issued to shareholders of BDI.

The acquisition is an arm's-length transaction and will constitute a reverse takeover pursuant to the policies of the TSX Venture Exchange. Subject to the fulfilment of conditions precedent of the share exchange agreement, and approval of the TSX-V, the acquisition is expected to close on or before Jan. 29, 2016, or such date as Wolfeye and BDI may agree.

Concurrent financing

In connection with the acquisition, Wolfeye will undertake a concurrent financing of units for gross proceeds of not less than $2-million at a price of 25 cents per unit. Each unit shall consist of one common share in the capital of Wolfeye and one common share purchase warrant. Each warrant shall entitle the holder to acquire a share at a price of 25 cents per share for a period of two years from closing of the concurrent financing.

Subject to regulatory approval, Wolfeye may pay finders' fees in connection with the concurrent financing.

Wolfeye intends to use the proceeds of the concurrent financing to finance the general working capital expenses of the resulting issuer. Any securities issued in connection with the concurrent financing will be subject to a four-month-and-one-day statutory hold period pursuant to applicable securities laws.

In addition, based on the concurrent financing, the company will be applying to the TSX-V for an exemption from the TSX-V's sponsorship requirements.

A copy of the share exchange agreement will be filed and available from the company's profile on SEDAR.

About BDI

BDI is a corporation incorporated under the Business Corporations Act (British Columbia). It is a privately held corporation, with assets in British Columbia.

BDI is a start-up biotechnology company focused on building fully automated instruments for rapid pathogen detection. The instrument will be easily operated by a layperson, allowing BDI to place these instruments at the site of sample collection, whether inside of food processing plants or inside hospitals. The instrument will return results in approximately one hour, and screen for multiple pathogens at the same time. To commercialize this technology, BDI has secured an exclusive licence from Lawrence Livermore National Security LLC, a U.S. company that manages and operates the Lawrence Livermore National Laboratory for the U.S. Department of Energy.

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