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Technical Ventures gains TSX-V conditional nod for QT

2014-09-04 09:15 ET - News Release

Mr. David Wood reports

TECHNICAL VENTURES RECEIVES TSXV CONDITIONAL ACCEPTANCE FOR ITS QUALIFYING TRANSACTION

Technical Ventures RX Corp. has received conditional acceptance from the TSX Venture Exchange for its qualifying transaction (as such term is defined in Policy 2.4 of the Corporate Finance Manual of the exchange) with TheraVitae Inc. (TVI), previously announced in news releases dated May 14, 2013, July 25, 2013, Oct. 31, 2013, Feb. 24, 2014, and March 10, 2014. As previously disclosed, Technical will complete its qualifying transaction by completing a plan of arrangement with TVI under Section 193 of the Business Corporations Act (Alberta), whereby Technical and TVI will complete the exchange of securities in accordance with the terms of the plan of arrangement agreement dated July 19, 2013, as amended, and as detailed in the circular, as such term is defined below.

Technical also announces it has executed an amendment to the arrangement agreement to extend the outside closing date of the qualifying transaction to Oct. 31, 2014. However it is expected that the qualifying transaction will close on or about Sept. 26, 2014, subject to the satisfaction of the conditions noted below.

Interim court order and special shareholders meeting

On Sept. 2, 2014, Technical obtained an interim order from the Court of Queen's Bench Alberta, authorizing, among other things, Technical to hold a special meeting of shareholders of Technical relating to the previously announced plan of arrangement involving Technical and TVI.

At the meeting, shareholders will be asked to consider and, if deemed advisable, to approve a special resolution, the full text of which is set forth in the joint management information circular dated Aug. 29, 2014, to approve the statutory arrangement.

The meeting will be held at 730, 1015 4th St. SW, Calgary, Alta., T2R 1J4, on Sept. 26, 2014, at 9 a.m. MT. The record date for voting at the meeting is Aug. 31, 2014. TVI has also convened a special shareholders meeting on Sept. 26, 2014, to consider and, if deemed advisable, approve a special resolution to approve the arrangement. The circular and accompanying materials are being mailed to the shareholders and are available on SEDAR. Shareholders are urged to carefully review the circular and accompanying materials as they contain important information regarding the arrangement and its consequences to shareholders.

Amended offering

The terms of Technical's previously announced brokered financing, which is taking place pursuant to Exchange Policy 4.6 -- Public Offering by Short Form Offering Document, have been amended to increase the minimum offering to $1.31-million. A short-form offering document will be prepared and filed by Technical pursuant to Exchange Policy 4.6 shortly. Under the amended offering to be completed immediately before the completion of the arrangement, Wolverton Securities Ltd. will assist Technical, on a commercially reasonable efforts basis, to find subscribers for a minimum of 13.1 million common shares and up to a maximum of 20 million common shares of Technical at a price of 10 cents per common share (minimum of 2.62 million common shares and a maximum of up to four million common shares at an issue price of 50 cents per common share after giving effect to the consolidation taking place under the arrangement) for minimum gross proceeds of $1.31-million and maximum gross proceeds of $2-million. All other terms and conditions of the amended offering remain the same as previously announced. A further announcement will be made once the short-form offering document has been filed and accepted by the exchange.

Closing of qualifying transaction

Final acceptance of the qualifying transaction by the exchange is subject to the satisfaction of certain conditions, including fulfilling all of the remaining filing requirements under the exchange's policies, completion of the amended offering, obtaining the requisite approval from shareholders and receipt of a final court order approving the arrangement. If the arrangement is approved by shareholders and TVI's shareholders, and all other conditions to closing are either satisfied or waived, it is expected that Technical will apply for the final court order approving the arrangement on Sept. 26, 2014.

Description of significant conditions to closing

Completion of the arrangement is subject to a number of conditions, as noted above. There can be no assurance that the arrangement will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the circular, any information released or received with respect to the arrangement 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.

We seek Safe Harbor.

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