/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.
SOURCE Amorfix Life Sciences Ltd.
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