Foccini International Inc. ("Foccini" or the "Company")(TSX
VENTURE: FOI) announces it has acquired options to purchase 100%
ownership of two Alberta based biotechnology companies. Both
options expire on April 30, 2010. These companies, named 1495628
Alberta Ltd. and 1502440 Alberta Ltd respectively, are in addition
to the previously announced pending acquisition of Arch Biotech
Inc. ("Arch"), a private company specializing in biomedical
technology and drug development.
The Company announced on December 18, 2009 it has submitted a
change of business/reverse takeover application ("Transaction") to
the TSX Venture Exchange (the "TSXV") and pursuant to TSXV Policy
5.2 - Changes of Business and Reverse Takeovers. Foccini has
notified the TSXV it intends to exercise the options to acquire the
two new Alberta corporations and to include them in the Transaction
as "Concurrent Acquisitions" to the Arch acquisition.
The final closing of the Transaction will depend on all
regulatory and shareholder approvals.
Terms of the Option to Acquire 1495628 Alberta Ltd
The Company has agreed to pay approximately $20,000 in legal and
patent fees on behalf of 1495628 Alberta Ltd. in consideration for
the option.
Upon exercise of the option and the receipt of all necessary
approvals, the Company will issue a total of 2,146,000 common
shares in the capital of the Company (each, a "Common Share") to
the shareholders of 1495628 Alberta Ltd. at a deemed price of $0.50
per share for a total value of $1,073,000 in return for all of the
issued and outstanding shares in the capital of 1495628 Alberta
Ltd.
About 1495628 Alberta Ltd.
1495628 Alberta Ltd. is a private company and was incorporated
under the ABCA in October, 2009 to hold legal and beneficial title
to the intellectual property produced by Dr. Randall Irvin and
colleagues at the University of Alberta in connection with a
research project specializing in peptide chemistry. The principal
asset of 1495628 Alberta Ltd. presently consists of a provisional
patent filed with the United States Patent and Trademarks Office
relating to intellectual property developed by Dr. Irvin, Dr. D.Y.
Li and Elisabeth Davis in the area of interfacing biological
compounds and solid surfaces. The foregoing provisional patent was
transferred and assigned to 1495628 Alberta Ltd. pursuant to the
terms of an intellectual property transfer agreement between
1495628 Alberta Ltd., Dr. Irvin, Dr. Li, Elisabeth Davis and the
University of Alberta.
The proposed distribution of Common Shares pursuant to the terms
of the 1495628 Alberta Option and Purchase Agreement is as
follows:
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Dr. Randall Irvin 1,500,000 Common Shares
Dr. D.Y. Li 186,700 Common Shares
Elisabeth Davis 186,700 Common Shares
University of Alberta 272,600 Common Shares
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Total 2,146,000 Common Shares
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Terms of the Option to Acquire 1502440 Alberta Ltd
The Company has agreed to pay approximately $20,000 in legal and
patent fees on behalf of 1502440 Alberta Ltd. in consideration for
the option.
Upon exercise of the option and the receipt of all necessary
approvals, the Company will issue a total of 1,667,000 Common
Shares to the shareholders of 1502440 Alberta Ltd. at a deemed
price of $0.50 per share for a total value of $833,500 in return
for all of the issued and outstanding shares in the capital of
1502440 Alberta Ltd.
About 1502440 Alberta Ltd.
1502440 Alberta Ltd. is a private company and was incorporated
under the ABCA during January 2010 to hold legal and beneficial
title to the intellectual property produced by Dr. Stephen Robbins,
Dr. Donna Senger and colleagues at the University of Calgary in
connection with a research project specializing in brain cancer
stem cells. The principal asset of 1502440 Alberta Ltd. presently
consists of a provisional patent filed with the United States
Patent and Trademarks Office relating to intellectual property
developed by Dr. Robbins, Dr. Senger and Dr. Jennifer Rahn in the
area of brain cancer stem cells. The foregoing provisional patent
was transferred and assigned to 1502440 Alberta Ltd. pursuant to
the terms of an intellectual property transfer agreement between
1502440 Alberta Ltd. and Dr. Robbins, Dr. Senger and Dr. Rahn.
The proposed distribution of Common Shares pursuant to the terms
of the 1502440 Alberta Option and Purchase Agreement is as
follows:
---------------------------------------------------------------------------
Dr. Stephen Robbins 750,000 Common Shares
Dr. Donna Senger 750,000 Common Shares
Dr. Jennifer Rahn 167,000 Common Shares
---------------------------------------------------------------------------
Total 1,667,000 Common Shares
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Current Status of the Company's Reverse Takeover Application
The Company currently awaits feedback from the TSXV on the
application it submitted on December 18, 2009 regarding the
proposed Transaction. The Company is seeking Conditional Approval
from the TSXV before proceeding with a special meeting of
shareholders wherein shareholders of Foccini will be asked to
consider and vote on a securities exchange transaction between the
Company, Arch Biotech Inc. ("Arch"), the University of Calgary and
the shareholders of Arch (the "Arch Acquisition Transaction")
whereby, among other things, the Company will acquire all of the
issued and outstanding shares in the capital of Arch in exchange
for a total of 15,776,000 Common Shares. The Company also intends
to close: (i) the two separate acquisitions of 1495628 Alberta Ltd.
and 1502440 Alberta Ltd. resulting in the issuance of an aggregate
of 3,813,000 Common Shares (the "Concurrent Acquisitions"), and
(ii) a non-brokered private placement of 10,000,000 Common Shares
for gross proceeds of up to $5,000,000 (the "Concurrent Private
Placement").
Foccini currently has 26,371,179 Common Shares issued and
outstanding. Foccini proposes to issue an aggregate of 29,589,000
Common Shares in connection with the completion of the Arch
Acquisition Transaction, Concurrent Acquisitions and Concurrent
Private Placement. As a result, the current shareholders of Foccini
will own, in the aggregate, approximately 47.12% of the issued and
outstanding Common Shares on a non-diluted basis. Accordingly, the
Company has proposed to the TSXV that the completion of the Arch
Acquisition Transaction, the Concurrent Acquisitions and Concurrent
Private Placement will constitute a reverse takeover of Foccini in
as much as the former Arch shareholders, former shareholders of
1495628 Alberta Ltd. and 1502440 Alberta Ltd. and the new
shareholders of Foccini who subscribed for Common Shares pursuant
to the Concurrent Private Placement will own 52.88% of the issued
and outstanding Common Shares on a non-diluted basis. Moreover,
three of the four members of the board of directors of the
Resulting Issuer and all members of the proposed scientific
advisory board of the Resulting Issuer will be designees of
Arch.
Completion of the Transaction is subject to a number of
conditions, including Exchange acceptance and disinterested
Shareholder approval. The Transaction cannot close until the
required Shareholder approval is obtained. There can be no
assurance that the Transaction will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in a
Management Information Circular to be prepared in connection with
the Transaction, any information released or received with respect
to the Change of Business may not be accurate or complete and
should not be relied upon. Trading in the securities of Foccini
International Inc should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release.
For more information on the Company, please consult the other
public documents including all press releases, financial statements
and management discussion and analysis filed on SEDAR at
www.sedar.com
Forward-Looking Statements
All statements, other than statements of historical fact, in
this news release are forward looking statements that involve
various risks and uncertainties, including, without limitation,
statements regarding the future plans and objectives of the
Company. There can be no assurance that such statements will prove
to be accurate. Actual results and future events could differ
materially from those anticipated in such statements. These and all
subsequent written and oral forward-looking statements are based on
the estimates and opinions of management on the dates they are made
and are expressly qualified in their entirety by this notice. The
Company assumes no obligation to update forward-looking statements
should circumstances or management's estimates or opinions
change.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy of this release.
Contacts: Foccini International Inc. Richard Muruve Director
(647) 428 7031
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