Amorfix announces private placement
/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Dec. 13, 2011 /CNW/ - Amorfix Life Sciences Ltd. (Amorfix or the Company) announced today that it intends to complete, subject to regulatory approval, a non-brokered private placement of between approximately 2,222,222 units (Units) at a price of $0.225 per Unit, for gross proceeds of $500,000 (Minimum Offering), and approximately 4,444,444 Units at a price of $0.225 per Unit, for gross proceeds of $1,000,000 (the Offering).
Each Unit will consist of one common share of Amorfix (a Share) and one common share purchase warrant of Amorfix (a Warrant). Each Warrant will entitle the holder to purchase one Share at a price of $0.50 for a period of 36 months following the closing date of the Offering, subject to earlier expiry in the event (a trigger event) that, following the expiry of the four month hold period, the volume-weighted average price of Amorfix's common shares on the Toronto Stock Exchange (TSX) over a period of twenty consecutive trading days exceeds $1.00. On the occurrence of a trigger event, Amorfix may give notice to holders to accelerate the expiry to a date which is not less than 30 calendar days after such notice is sent to the holders. The Company may complete the Offering in one or more closings, subject to the Minimum Offering.
In connection with the Offering, Amorfix may pay to a finder a cash commission of up to 8% of the gross proceeds of the subscription amounts received from such finder's subscribers, and grant to a finder warrants, having the same terms as the Warrants, to acquire Shares equal to up to 8% of the Units sold to such finder's subscribers, in accordance with policies of the TSX.
All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable securities law. The closing of the Offering is subject to receipt of all necessary corporate and regulatory approvals, including TSX approval.
The Company intends to use the net proceeds of the Offering to continue the development and of its research programs including its cancer therapeutic program, ProMIS, its Alzheimer's disease and ALS diagnostic programs and for general corporate purposes.
Amorfix Life Sciences Ltd. (TSX:AMF) is a product development company developing therapeutic products and diagnostic devices targeting misfolded protein diseases including Alzheimer's Disease (AD), cancers, and ALS. Amorfix utilizes its computational discovery platform, ProMIS™, to predict novel Disease Specific Epitopes ("DSEs") on the molecular surface of misfolded proteins. Cancer immunotherapies have in the past been directed against targets which are also present on normal cells, whereas Amorfix's innovative ProMIS platform identifies targets present only on cancer cells, retaining efficacy with improved safety. Amorfix's lead programs include therapeutics and companion diagnostics for cancers, antibodies and vaccines to DSEs in ALS and AD diagnostic tests. Amorfix's proprietary Epitope Protection™ technology enables it to specifically identify very low levels of misfolded proteins in a biological sample. The Company's diagnostic programs include an ultrasensitive method for the detection of aggregated beta-Amyloid in brain tissue, CSF and blood from animal models of AD, months prior to observable amyloid formation, and development of a human screening test for AD. For more information about Amorfix, visit www.amorfix.com.
The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. This information release may contain certain forward-looking information. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by statements herein, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on the Company's current beliefs as well as assumptions made by and information currently available to it as well as other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirement of such Act. 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 these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.For further information:
| Dr. Robert Gundel |
President and Chief Executive Officer
Amorfix Life Sciences Ltd.
Tel: (416) 847-6957
Fax: (416) 847-6899
| Janet Clennett |
Acting Chief Financial Officer
Amorfix Life Sciences Ltd.
Tel: (416) 847-6926
Fax: (416) 847-6899