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Technical Ventures RX qualifying transaction

2014-11-26 18:51 ET - Qualifying Transaction

The TSX Venture Exchange has accepted for filing the company's qualifying transaction described in a joint information circular of the company and TheraVitae Inc., dated Sept. 30, 2014. As a result, at the opening on Nov. 27, 2014, the company will no longer be considered a capital pool company. The qualifying transaction includes the arm's-length acquisition of TheraVitae, pursuant to an amalgamation agreement dated July 19, 2013, as amended on Oct. 24, 2013, March 10, 2014, May 29, 2014, Aug. 29, 2014, and Sept. 24, 2014, whereby the parties amalgamated to form the amalgamated company, Hemostemix Inc. (Amalco). Pursuant to the amalgamation agreement, a total of 57,002,119 common shares of Amalco were issued at a deemed issue price of 50 cents per Amalco share to former TheraVitae shareholders for a total deemed consideration of $28,501,059.

The company consolidated its outstanding common shares on a 1:5 basis in connection with the amalgamation agreement.

Insiders:  Charles Baker, 9,388,087; Victor Redekop, 8,164,792; David Wood, 645,850; Valentin Fulga, 200,000; Roger Bergerson, 113,375

In addition, the company carried out two financings whereby it raised a total gross proceeds of $3.5-million. The company raised proceeds of $2-million through a short-form offering and $1.5-million was raised pursuant to a brokered private placement.

The exchange has been advised that the above transactions, approved by shareholders on Nov. 10, 2014, have been completed.

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