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Technical reschedules special meeting to Nov. 5

2014-09-23 16:19 ET - News Release

Mr. David Wood reports

TECHNICAL VENTURES INCREASES FINANCING AND RESCHEDULES SPECIAL SHAREHOLDERS MEETING

Technical Ventures RX Corp. has rescheduled its special shareholders meeting originally scheduled for Sept. 26, 2014, to approve its qualifying transaction (as such term is defined in Policy 2.4 of the corporate finance manual of the TSX Venture Exchange) with TheraVitae Inc., as previously announced, to Nov. 5, 2014. The meeting was rescheduled as a result of a decision by Technical to raise up to an additional $1.5-million concurrently with closing of the qualifying transaction. Accordingly, Technical will file an amended and restated information circular with the TSX Venture Exchange shortly. Technical shareholders should disregard the information circular dated Aug. 29, 2014.

Increased offering

Technical announces it has amended the terms of its previously announced offering, which is taking place pursuant to exchange Policy 4.6, public offering by short form offering document, such that the minimum amount under the SFOD offering has increased to $2-million from $1.31-million.

In addition to the funds to be raised under the SFOD offering, Wolverton Securities Ltd. will assist Technical on a commercially reasonable-efforts basis for the offering of a minimum of 10 million common shares and up to a maximum of 15 million shares of Technical at a price of 10 cents per common share (minimum of two millions shares and a maximum of up to three million shares at an issue price of 50 cents per share after giving effect to the consolidation taking place under the qualifying transaction) for minimum gross proceeds of $1-million and maximum gross proceeds of $1.5-million. Wolverton will receive a commission equal to 8 per cent of the gross proceeds received by Technical from the sale of the shares, which commission is payable in cash, shares or any combination thereof at the option of Wolverton. In addition, the corporation will grant to Wolverton a non-transferable option entitling Wolverton, for a period of five years from the date of closing, to purchase such number of shares at an exercise price of 10 cents per share (50 cents after giving effect to the consolidation taking place under the qualifying transaction), as is equal to 8 per cent of the aggregate number of shares sold. Wolverton will also be paid a corporate finance fee in connection with the private placement and will be reimbursed for all reasonable expenses incurred therewith.

The additional funds raised will be applied toward the costs of TheraVitae's phase 2 clinical trial and for general working capital purposes.

The SFOD offering and the private placement, together, will raise minimum gross proceeds of $3-million and maximum gross proceeds of $3.5-million. The closings of the SFOD offering and the private placement are to occur concurrently with the closing of Technical's qualifying transaction.

Special shareholders meeting

On Sept. 2, 2014, Technical obtained an interim order from the Court of Queen's Bench of Alberta authorizing, among other things, Technical to hold a special meeting of shareholders of Technical relating to the qualifying transaction. As a result of the revised meeting date, Technical and TheraVitae will be seeking a variation to the interim order, details of which will be announced once the interim order has been varied.

The meeting will be held at 730, 1015 4th St. SW, Calgary, Alta., T2R 1J4, on Nov. 5, 2014, at 9 a.m. (MT). The record date for voting at the meeting is Oct. 6, 2014.

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 SFOD offering and Private Placement, obtaining the requisite approval from shareholders, and receipt of a final court order approving the plan of arrangement.

Description of significant conditions to closing

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

We seek Safe Harbor.

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