TSX VENTURE EXCHANGE: AVI
This news release is intended for distribution in Canada only and is not
intended for distribution to United States newswire services or
dissemination in the United States.
QUEBEC CITY, April 17 /CNW Telbec/ - Advitech Inc. (the "Corporation" or
"Advitech") (TSX-V: AVI) announced today that its shareholders have approved,
at the annual and special meeting held yesterday in Québec City (the
"Meeting"), the conditional private placement (the "Private Placement") with
AgeChem Venture Fund L.P. ("AgeChem") completed in escrow on March 12, 2009,
the conversion of the principal amount of the issued and outstanding
debentures of Advitech (the "Debentures") in common shares of Advitech (the
"Common Share") (the "Conversion of debentures") and other matters described
in more details in the management proxy circular of the Corporation dated
March 13, 2009 namely the appointment of the Board of Directors, the proposed
consolidation of its common shares and the amendment of its articles.
60.56% of the Corporation shareholders was present or represented by
proxy at the Meeting of which 95.68% (excluding AgeChem) has voted in favour
of the Private Placement and 99.72% has approved the Conversion of debentures.
As previously announced on March 12, 2009, Advitech executed a
conditional subscription agreement with AgeChem whereby Advitech issued in
escrow a total of 50,000,000 units (the "Units") at a price of $0.02 per Unit
for total gross proceeds of $1,000,000. Each Unit issued as part of the
Private Placement consists of one Common Share and of one common share
purchase warrant (a "Warrant"). Each Warrant entitles its holder to purchase
one Common Share at a price of $0.05 per share for a period of one year
following the date of issuance of the Warrants, and, thereafter, at a price of
$0.10 per share until the fifth anniversary of the date of issuance of the
The total subscription price of the Private Placement and the
certificates representing the Common Shares and the Warrants, which were held
in escrow until receipt of the shareholders approval and the conversion of at
least 80% of the principal amount of the Debentures, have been released today
by the escrow agent.
AgeChem now holds a total of 58,083,333 Common Shares representing 25.51%
of the outstanding Common Shares as of the date hereof and 58,083,333 Warrants
allowing it to acquire 58,083,333 Common Shares at a price ranging from $0.05
Conversion of the debentures
As a condition precedent to the Private Placement, Advitech, further to
obtaining the consent of its shareholders at the Meeting, has completed the
conversion of 98.39% of the Debentures, together with accrued interest
thereon, which represented an aggregate amount of $2,091,710, for a total of
104,585,485 Common Shares at a deemed price of $0.02 per share.
As a result of the Conversion of the debentures and taking into account
the Common Shares to AgeChem issued as part of the Private Placement, (i)
Fonds de Solidarité des Travailleurs du Québec (F.T.Q.), which held a
debenture in the principal amount of $375,000, now holds 12.28% of the issued
and outstanding Common Shares, and (ii) Capitale Financière Agricole Inc.,
which held a debenture in the principal amount of $500,000, now holds 12.25%
of the issued and outstanding Common Shares.
Board of Directors
The shareholders have elected the following persons as directors of the
Corporation for the ensuing year: Renaud Beauchesne, Richard Bordeleau, Pierre
Labbé, Claude R. Livernoche and Louis Lacasse. Moreover, Mr. Renaud Beauchesne
has been appointed as executive chairman of the Board of directors and will
replace Mr. Claude R. Livernoche.
Mr. Louis Lacasse is the nominee proposed for election by AgeChem
pursuant to the representation rights agreement executed on March 12, 2009 as
part of the Private Placement.
Consolidation of Common Shares
Even if the management does not intend to consolidate its Common Shares
in the short-term, Advitech's shareholders have also approved the filing by
the Corporation of articles of amendment to proceed with the consolidation of
all issued and outstanding Common Shares on a basis of 8 Common Shares
currently issued and outstanding for 1 new Common Share. The special
resolution adopted by the shareholders of the Corporation at the Meeting also
allows the Board of Directors of the Corporation to, as long as it does not
exceed the maximum of 8 Common Shares for 1 new Common Share, amend the ratio
of consolidation of the Common Shares or abandon the consolidation and not
proceed with the proposed consolidation.
The management will issue appropriate press releases if and when it
decides to file articles of amendment to proceed with the consolidation.
Articles of amendment - Appointment of additional directors
Finally, Advitech's shareholders have also approved at the Meeting the
amendment of the Corporation's articles to allow the directors of Advitech to
appoint additional directors to the Board of directors between annual meetings
of shareholders, provided that the total number of directors so appointed does
not exceed one third of the number of directors elected at the previous annual
meeting. The term of office of any director so appointed will expire no later
than at the close of the next annual meeting.
ABOUT ADVITECH INC. www.advitech.com:
Advitech is a health sciences and technology company with a mission to
discover and commercialize proprietary and evidence-based natural health
products. Effective and safe, these products play a role in the prevention of
immune-mediated inflammatory disorders, such as psoriasis and inflammatory
bowel disease. Advitech produces Dermylex(R) for the treatment of
Advitech has drawn up a research program to develop new applications
related to wound healing. This development is derived from both its XP-828L
and IM technological platforms.
The AgeChem Venture Fund L.P. is currently investing in companies
developing therapeutics targeting age-related diseases. The range of diseases
and chronic conditions associated with aging provides a breadth of attractive
investment opportunities. AgeChem's principals have been active in the
healthcare sector for over 15 years having made investments in several private
and public entities. In addition to AgeChem, some of the principals are also
managing the GeneChem Technologies Venture Fund L.P. and the
GeneChemTherapeutics Venture Fund L.P. (www.genechem.com).
This press release contains forward-looking statements, which reflect the
Corporation's current expectations regarding future events. The
forward-looking statements involve risks and uncertainties. Actual results
could differ materially from those projected herein. The TSX Venture Exchange
does not accept responsibility for the adequacy or accuracy of this release.
For further information:
For further information: Renaud Beauchesne, MBA, Executive Chairman,
Advitech Inc., (418) 686-7498, ext. 228, firstname.lastname@example.org; Serge Comeau,
Investor's relations, Advitech Inc., (514) 862-4160, email@example.com