• March 11, 2009 5:42 PM
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  • - Biotechnology
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Resverlogix Confirms a US $20 Million Equity Financing Plan

/THIS PRESS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR
    THROUGH US NEWSWIRE SERVICES/

    Finance details allow for additional rounds totaling over US $35 million

    TSX Exchange Symbol: RVXCALGARY, March 11 /CNW/ - Resverlogix Corp. ("Resverlogix" or the
"Corporation") (TSX:RVX) is pleased to announce today that it is finalizing an
agreement for a US $20 million equity private placement, with a syndicate of
investors ("Investors"). The terms of the agreement also contemplate an
optional US $10 to US $15 million equity placement within six months of the
date of closing of the first financing.
    Under the terms and conditions of the agreement, on closing of full
amount of the first financing (the "First Tranche") Resverlogix will issue
units (the "Units"), with each Unit comprising of one common share (a "Common
Share") and 0.40 of a purchase warrant (a "Warrant") at a price of CDN $2.72
per Unit. Each whole Warrant would entitle the holder to acquire for a period
of five years an additional Common Share at a price of $2.72 per share. The
price of $2.72 was reserved with the TSX on February 5, 2009 and represents
the 5 day volume weighted average price ("VWAP") on that date without any
discount being applied. The exact number of Units to be issued on closing will
be based on the CDN/US currency exchange rate on the date prior to closing.
Pursuant to Section 604(e) of the TSX Company Manual, which is described
below, a fully subscribed closing cannot occur prior to March 17th, 2009,
being five business days following the issue of this news release.
    In the event that Resverlogix elects to complete a further financing
within 6 months of the date of closing of the First Tranche, it would do so
under the terms for the second tranche (the "Second Tranche") provided for in
the agreement. The agreement calls for a Second Tranche of US $10-$15 million
of units (the "Second Tranche Units"), with each Second Tranche Unit
consisting of one Common Share and 0.40 of a warrant (a "Second Tranche
Warrant"). The price for each Second Tranche Unit would be equal to a twenty
percent (20%) discount to the VWAP on the TSX of the common shares immediately
prior to the closing date of the Second Tranche. The exercise price of each
full Second Tranche Warrant would be equal to the same 5 day VWAP but without
a discount. The warrants under both tranches would contain certain
anti-dilution provisions, including a weighted average price adjustment should
RVX complete another financing (other than the Second Tranche) at a price
below the exercise price of such warrants. The Corporation would have complete
discretion whether or not to pursue the Second Tranche financing.
    There are currently 30,140,660 common shares of Resverlogix outstanding.
The US $20 million First Tranche is estimated to result in the issuance of
9,449,900 million common shares, based on March 10, 2009 closing exchange rate
of 0.7781 at 16:30 EST. This represents dilution of 31% without taking into
account exercise of the warrants and 44% assuming full exercise of the
warrants. The actual dilution would be dependent upon the actual exchange rate
used at the time of closing of the First Tranche. Insiders of the Corporation
may participate in the financing, but such participation, if any, is not known
at this time. In the event that any insiders participate, the identity of the
insiders and details of their participation will be disclosed upon closing.
Should the Second Tranche be completed, the number of Second Tranche Units
issued would be dependant on the then 5 day VWAP and foreign exchange rate.
Completion of the First Tranche would not result in the creation of any new
insider of the Corporation, although the exact allocation among Investors is
not yet fixed and it is possible that an Investor could, however, acquire more
than 10% of the outstanding shares of Resverlogix if it exercises its First
Tranche Warrants or if the Second Tranche is completed and it acquires
sufficient Second Tranche Units.
    "We are very pleased to announce this significant financial arrangement
during these extremely tough economic times," stated Donald J. McCaffrey,
President and CEO of Resverlogix Corp. "With the financial support of our
newest shareholder base we are now in position to significantly extend the
human clinical trials that we have been engaged in for the past year. We are
particularly pleased with the quality of investors who are committed to a long
term partnership with Resverlogix. The NexVas(TM) therapeutic platform, which
includes our RVX-208 atherosclerosis therapeutic, can now be tested in future
human dosing and IVUS trials as well as in Alzheimer's disease," added
McCaffrey.
    Under the TSX Company Manual, any warrants issued with an exercise price
that is not equal to the market price of the shares at the time of exercise
are considered to be issued at a discount as are any common shares issued in
conjunction with such warrants. As a result, the TSX Company Manual requires
that Resverlogix either obtain shareholder approval for the financing or that
it rely upon the "financial hardship" exemption from shareholder approval in
subsection 604(e) of the TSX Company Manual. As the Corporation does not have
sufficient time to seek shareholder approval it is relying upon the financial
hardship exemption. The Corporation's Board of Directors have carefully
reviewed the terms of this financing and have determined that completion of
the financing and reliance on the financial hardship exemption is reasonable
and in the best interests of the Corporation, particularly in light of the
state of the economy and financial markets. As a result of the Corporation's
reliance on subsection 604(e) of the TSX Company Manual the Corporation has
agreed to submit to the ordinary course of listing review upon closing of this
transaction. The Corporation has no reason to believe that, upon completion of
the offering, it will not continue to be in full compliance with all TSX
listing requirements.
    In addition to the above terms of the financing, the agreement also
contemplates the following:-   The Lead Investor would have the right to nominate a director for
        election to the Corporation's Board of Directors;
    -   The Lead Investor and certain management shareholders would have
        agreed to restrictions on their ability to dispose of Common Shares,
        including daily and annual trading volume restrictions on the TSX;
    -   Certain management shareholders of the Corporation would, unless such
        requirement is waived by the Investors vote all common shares held by
        them against any potential transaction which would, in effect, amount
        to a takeover of the Corporation if such transaction does not provide
        for a return to investors of at least five times their investment
        under the financing.The completion of the offering is subject to the approval of the TSX and
all other necessary regulatory approvals. The securities issuable pursuant to
the offering will be subject to applicable regulatory hold periods.
    The securities to be issued under the offering have not been registered
under the U.S. Securities Act of 1933, as amended, and may not be offered or
sold in the United States unless registered under the Act or unless an
exemption from registration is available. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.

    About Resverlogix Corp.

    Resverlogix Corp. is a leading biotechnology company engaged in the
development of novel therapies for important global medical markets with
significant unmet needs. The NexVas(TM) PR program is the Company's primary
focus which is to develop novel small molecules that enhance ApoA-I. These
vital therapies address the grievous burden of atherosclerosis and other
important diseases such as Acute Coronary Syndrome, Diabetes, Alzheimer's
disease, Peripheral Artery Disease and other vascular disorders. Resverlogix
Corp. trades on the Toronto Stock Exchange (TSX:RVX). For further information
please visit www.resverlogix.com.

    This news release may contain certain forward-looking statements that
reflect the current views and/or expectations of Resverlogix Corp. with
respect to its performance, business and future events. Such statements are
subject to a number of risks, uncertainties and assumptions. Actual results
and events may vary significantly. The TSX Exchange does not accept
responsibility for the adequacy or accuracy of this news release.

    %SEDAR: 00019253E



For further information: Theresa Kennedy, VP, Corporate Communications,
Resverlogix Corp., Phone: (604) 538-7072, Fax: (403) 256-8495, Email:
Theresa@resverlogix.com; Donald McCaffrey, President & CEO, Resverlogix Corp.,
Phone: (403) 254-9252, Fax: (403) 256-8495, Email: Don@resverlogix.com