VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 23, 2014) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Technical Ventures RX Corp. ("Technical") (TSX VENTURE:TIK.P) announces today that it has rescheduled its special shareholders' meeting originally scheduled for September 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. ("TVI"), as previously announced, to November 5, 2014 ("Meeting"). The Meeting was rescheduled as a result of a decision by Technical to raise up to an additional $1,500,000 concurrently with closing of the Qualifying Transaction. Accordingly, Technical will file an amended and restated information circular with the TSX Venture Exchange ("Exchange") shortly. Technical shareholders should disregard the information circular dated August 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 ("SFOD Offering") such that the minimum amount under the SFOD Offering has increased to $2,000,000 from $1,310,000.
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 10,000,000 common shares ("Shares") and up to a maximum of 15,000,000 Shares of Technical at a price of $0.10 per common Share (minimum of 2,000,000 Shares and a maximum of up to 3,000,000 Shares at an issue price of $0.50 per Share after giving effect to the consolidation taking place under the Qualifying Transaction) for minimum gross proceeds of $1,000,000 and maximum gross proceeds of $1,500,000 ("Private Placement"). Wolverton will receive a commission equal to 8% 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 $0.10 per Share ($0.50 after giving effect to the consolidation taking place under the Qualifying Transaction), as is equal to 8% 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 towards the costs of TVI'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 $3,000,000 and maximum gross proceeds of $3,500,000. The closings of the SFOD Offering and the Private Placement are to occur concurrently with the closing of the Technical's Qualifying Transaction.
Special Shareholders Meeting
On September 2, 2014, Technical obtained an interim order from the Court of Queen's Bench Alberta (the "Interim Order") 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 TVI 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 Street SW, Calgary, Alberta T2R 1J4, on November 5, 2014 at 9:00 a.m. (MT). The record date for voting at the Meeting is October 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 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.
Investors are cautioned that, except as disclosed in the information 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.
Neither the TSX Venture Exchange, Inc. nor its Regulation Service Provider (as that term is defined under the policies of the TSX Venture Exchange) has in any way passed upon the merits of the Arrangement and associated transactions and has neither approved nor disapproved of the contents of this press release.
Cautionary and Forward-Looking Statements:
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Forward-looking statements and information are often, but not always, identified by the use of words such as "appear", "seek", "anticipate", "plan", "continue", "estimate", "approximate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions.
More particularly and without limitation, this news release contains forward-looking statements and information concerning the expected results of the Qualifying Transaction; anticipated closing dates of the Qualifying Transaction; the closing of the SFOD Offering and Private Placement and the anticipated timing thereof and the expected use of proceeds from the SFOD Offering and Private Placement. The forward-looking statements and information are based on certain key expectations and assumptions made by management of Technical, including project development and overall business strategy. Although management of Technical believes that the expectations and assumptions on which such forward looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of Technical relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSX Venture Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
THIS PRESS RELEASE, PROVIDED PURSUANT TO APPLICABLE CANADIAN REQUIREMENTS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION OR APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS. |