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Technical Ventures arranges up to $2-million financing

2014-09-11 09:14 ET - News Release

Mr. David Wood reports

TECHNICAL VENTURES ANNOUNCES TSX VENTURE EXCHANGE CONDITIONAL ACCEPTANCE OF SHORT FORM OFFERING DOCUMENT

Technical Ventures RX Corp. has entered into an agency agreement with Wolverton Securities Ltd. in connection with a previously announced financing to be completed by way of short form offering document in accordance with TSX Venture Exchange policies. Under the short form offering, the corporation will offer for sale a minimum of 13.1 million common shares and a maximum of 20 million common shares for aggregate gross proceeds of a minimum of $1.31-million and a maximum of $2-million. The closing of the short form offering is conditional on the immediate completion thereafter of the corporation's previously announced plan of arrangement with TheraVitae Inc., which will serve as the corporation's qualifying transaction. Pursuant to the terms of the plan of arrangement, common shares of the corporation, including common shares sold under the short form offering, will be exchanged into common shares of the resulting issuer on the basis of one common share of the resulting issuer for each five common shares of the corporation. For further information on the qualifying transaction, please refer to the corporation's information circular dated Aug. 29, 2014, as filed on SEDAR.

In consideration for its services under the short form offering, Wolverton will receive a commission equal to 8 per cent of the gross proceeds received by the corporation from the sale of the common shares, which commission shall be payable in cash, common shares or any combination thereof at the discretion of Wolverton. The corporation will also grant to Wolverton an option entitling Wolverton to purchase such number of common shares as is equal to 8 per cent of the aggregate number of common shares sold under the short form offering at an exercise price of 10 cents per share for a period of five years from the date of closing of the short form offering.

Wolverton will also be paid a corporate finance fee in connection with the short form offering and will be reimbursed for all reasonable expenses incurred with respect to the short form offering.

The filing of the short form offering document with the TSX-V will occur immediately after the issuance of this press release. Once the TSX-V has issued an exchange bulletin indicating acceptance of the short form offering document, Wolverton will have 60 days to market and sell the short form offering.

Description of significant conditions to closing

Completion of the corporation's qualifying transaction is subject to a number of conditions, as noted in prior news releases. There can be no assurance that the qualifying transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the information circular, 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.

We seek Safe Harbor.

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