VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct. 16, 2014) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Technical Ventures RX Corp. (the "Corporation" or "Technical") (TSX VENTURE:TIK.P) announces it has entered into a new agency agreement with Wolverton Securities Ltd. ("Wolverton") in connection with its previously announced financing (the "Short Form Offering") to be completed by way of Short Form Offering Document in accordance with TSX Venture Exchange ("TSXV") policies. Under the Short Form Offering, the Corporation will offer for sale 20,000,000 common shares at $0.10 for aggregate gross proceeds of $2,000,000.
The Corporation has also entered into a separate agency agreement with Wolverton, in connection with a brokered private placement ("Brokered Private Placement") of common shares to raise a minimum of $1,000,000 and a maximum of $1,500,000, at an issue price of $0.10 per common share.
The closing of the Short Form Offering and the Brokered Private Placement (collectively called the "Financing") 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 (the "Qualifying Transaction"). Pursuant to the terms of the plan of arrangement, the common shares of the Corporation, including common shares sold under the Financing 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. The resulting issuer will be named "Hemostemix Inc."
For further information on the Qualifying Transaction, please refer to the Corporation's amended and restated information circular dated September 30, 2014 as filed on
www.sedar.com.
In consideration for its services under the Financing, Wolverton will receive a commission equal to 8% 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% of the aggregate number of common shares sold under the Financing at an exercise price of $0.10 per common share for a period of five years from the date of closing of the Financing. Wolverton will also be paid a corporate finance fee in connection with the Financing and will be reimbursed for all reasonable expenses incurred.
The filing of the Short Form Offering Document with the TSXV will occur immediately after the issuance of this press release. Once the TSXV has issued an Exchange Bulletin indicating acceptance of the Short Form Offering Document, Wolverton will have sixty (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.
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 Financing and the anticipated timing thereof; and the expected use of proceeds from the Financing. The forward-looking statements and information are based on certain key expectations and assumptions made by management of the Corporation, including project development and overall business strategy. Although management of the Corporation 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 the Corporation 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.