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Technical Ventures RX closes merger with TheraVitae

2014-11-12 14:53 ET - News Release

Mr. Charles Baker reports

TECHNICAL VENTURES RX CORP. CLOSES FINANCINGS AND PLAN OF ARRANGEMENT

Technical Ventures RX Corp. has closed its qualifying transaction with TheraVitae Inc. (TVI) by way of plan of arrangement, pursuant to which the parties amalgamated to form a new entity, on Nov. 10, 2014, under the Business Corporations Act (Alberta), called Hemostemix Inc. (Amalco). The arrangement constitutes the qualifying transaction of Technical in accordance with the requirements of TSX Venture Exchange Policy 2.4, Capital Pool Companies. The arrangement is described in further detail in numerous press releases of Technical, and in the amended and restated joint information circular of Technical and TVI dated Sept. 30, 2014, all of which are available on SEDAR. Prior to completing the arrangement, Technical received conditional acceptance of the qualifying transaction from the TSX-V on Oct. 2, 2014. Additionally, a final order of the Court of Queen's Bench of Alberta approving the arrangement was obtained on Nov. 7, 2014. The completion of the qualifying transaction is subject to the final acceptance of the TSX-V, which Amalco expects to receive shortly. Trading will remain halted pending submission of satisfactory postclosing documentation to the TSX-V. A further news release will be issued once a trading date has been determined.

Immediately prior to the completion of the arrangement, Technical completed a brokered private placement and short form offering under TSX-V Policy 4.6, Public Offering by Short Form Offering Document, for combined total gross proceeds of $3.5-million (collectively referred to as the financings). The financings consisted of the issuance of 35 million Technical common shares at an issue price of 10 cents per common share. Immediately after closing the financings, all outstanding Technical securities were exchanged for securities of Amalco pursuant to the terms of the arrangement on a one-for-five basis, resulting in the issuance of seven million Amalco common shares at 50 cents. Additionally, all outstanding TVI securities were exchanged for Amalco securities on a one-for-10 basis under the arrangement.

Wolverton Securities Ltd., together with its selling group members, received, pursuant to the financings, agent options to purchase a total of 560,000 Amalco common shares at a price of 50 cents after giving effect to the arrangement. The agent options are exercisable until Nov. 10, 2019. The agent also received a commission equal to 8 per cent of the gross proceeds under the financings, which was payable in cash and via the issuance of 120,000 Amalco common shares at a deemed issue price of 50 cents. In addition, Technical paid the agent a corporate finance fee, which was partially paid via the issuance of 50,000 Amalco common shares at a deemed price of 50 cents.

Under the short form offering, Technical issued 1,453,500 common shares (or 290,700 Amalco common shares) to shareholders who are considered designated hold purchasers (as such term is defined in National Instrument 45-102) and whose Amalco common shares are subject to a four-month hold period ending March 11, 2015. In addition, 320,000 of the agent options and 32,000 common shares issued to the agent as partial payment of commissions under the short form offering are subject to a hold period ending March 11, 2015.

The net proceeds from the financings will be used by Amalco to continue financing its phase 2 clinical trial, which is currently under way in Canada for its lead product, ACP-01, for the treatment of critical limb ischemia, and for general working capital purposes.

After giving effect to the arrangement and the financings, Amalco will have 65,172,119 common shares outstanding and the new trading symbol will be HEM.

Upon completion of the arrangement, all outstanding stock options of TVI and Technical were exchanged for 5.78 million Amalco stock options pursuant to the arrangement, with 5.68 million Amalco stock options being exercisable at 10 cents and 100,000 Amalco stock options being exercisable at 50 cents. All Amalco stock options expire five years from the date of grant. The granting of the Amalco stock options remains subject to all necessary regulatory approvals.

Dr. Elmar Burchardt, who was recently appointed as chief executive officer of the company, is currently in South Africa to advance the company's clinical trial. Dr. Burchardt will be available to address any shareholder enquires after Nov. 24, 2014.

As indicated above, completion of the qualifying transaction is subject to TSX-V approval. There can be no assurance that the qualifying transaction will be approved by the TSX-V. Investors are cautioned that, except as disclosed in the Madison circular prepared in connection with the qualifying transaction, 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 Amalco should be considered highly speculative.

We seek Safe Harbor.

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