/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
TSX VENTURE EXCHANGE: JV.P
TORONTO, Feb. 15 /CNW/ - J5 Acquisition Corp. ("J5") (TSXV: JV.P), a capital pool company, announced today that it has entered into a
letter of intent dated February 14, 2011 with Trimel BioPharma Holdings
Inc. ("Trimel") to complete a going public transaction for Trimel (the "Proposed Transaction") by way of a business combination or similar transaction with J5 or a
Trimel is a privately held pharmaceutical company incorporated under the
laws of Barbados. Trimel is focused on improving the utility of known
and successfully marketed pharmaceutical compounds by employing 21st
century dosing technologies that are specifically designed to avoid
first pass metabolism. These Localized Dosing Technologies ("LDT") allow Trimel to precisely target the distribution of medications
reducing side effects and improving patient outcomes over existing
In conjunction with the Proposed Transaction, Trimel intends to complete
a concurrent private placement and it is anticipated that J5 will
complete a capital restructuring including a consolidation of its share
capital. If the Proposed Transaction is completed, it is anticipated
that J5 will change its name to "Trimel BioPharma Corporation" or a
If completed, the Proposed Transaction will constitute J5's Qualifying
Transaction (as defined in Policy 2.4 of the TSX Venture Exchange
Corporate Finance Manual). A comprehensive press release with further
particulars relating to the Proposed Transaction will follow in
accordance with the policies of the TSX Venture Exchange (the "Exchange").
Completion of the Proposed Transaction is subject to a number of
conditions including, but not limited to, the receipt of regulatory
approvals, the negotiation and execution of definitive transaction
documents, completion of satisfactory due diligence, and acceptance of
Investors are cautioned that, except as disclosed in the management
information circular or prospectus to be prepared in connection with
the Proposed Transaction, any information released or received with
respect to the Proposed Transaction may not be accurate or complete and
should not be relied upon. Trading in securities of a capital pool
company should be considered highly speculative.
The 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. Neither the Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
Notice on forward-looking statements:
This release includes forward-looking statements regarding J5, Trimel
and their respective businesses. Such statements are based on
management's current expectations. The forward-looking events and
circumstances discussed in this release, including completion of the
Proposed Transaction between J5 and Trimel, may not occur and actual
operating results could differ materially as a result of known and
unknown risk factors and uncertainties affecting the companies,
including risks regarding the pharmaceutical industry, regulatory
risks, and risks associated with growth and competition. No
forward-looking statement can be guaranteed. Except as required by
applicable securities laws, forward-looking statements speak only as of
the date on which they are made and J5 undertakes no obligation to
publicly update or revise any forward-looking statement, whether as a
result of new information, future events, or otherwise.
For further information regarding Trimel BioPharma please contact
Kenneth Howling, Chief Financial Officer at 416-679-0536 or email@example.com.
J5 is a capital pool company governed by the policies of the Exchange.
J5's principal business is the identification and evaluation of assets
or businesses with a view to completing a Qualifying Transaction.
SOURCE J5 Acquisition Corp.
For further information:
please contact Ronald D. Schmeichel, Chief Executive Officer of J5 at 416-972-6294.