/NOT FOR DISTRIBUTION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./
TORONTO, March 1 /CNW/ - BIOX Corporation ("BIOX") (TSX: BX) announced that, further to the press release of JJR IV Acquisition Inc. ("JJR") dated January 28, 2010, BIOX and JJR have completed the amalgamation (the "Amalgamation") of BIOX Corporation ("Original BIOX") and JJR, to form a company known as "BIOX Corporation", which resulted in the reverse take over of JJR. The Amalgamation and certain related matters were approved at meetings of the JJR shareholders and the shareholders of Original BIOX, each held on February 25, 2010. Prior to the Amalgamation, each outstanding common share of JJR (each a "JJR Share") was consolidated on a 24 to 1 basis.
In connection with the completion of the Qualifying Transaction, the common shares of BIOX (the "BIOX Shares") will be listed on the Toronto Stock Exchange effective at 5:01 p.m. (Toronto time) on March 2, 2010 under the symbol "BX" and the common shares of JJR will be de-listed from the TSX Venture Exchange.
BIOX is a renewable energy company that designs, builds, owns and operates biodiesel production facilities, including a biodiesel production facility in Hamilton, Ontario, Canada with a nameplate capacity of 67 million litres per year. BIOX has an innovative, proprietary and patented production process that is faster and achieves higher yields than competing methods of biodiesel production, while utilizing a variety of feedstocks - from pure seed oils to animal fats to recovered vegetable oils with no change to the production process. BIOX's high quality biodiesel fuel meets both North American (ASTM D-6751) and European (EN 14214) quality standards. BIOX is Canada's largest biodiesel producer and is focused on building, owning and operating a network of commercial scale biodiesel production facilities, utilizing its proprietary and patented process technology capable of producing the highest quality, renewable, clean burning and biodegradable biodiesel fuel in jurisdictions where clearly defined renewable fuel standards policies exist.
Following completion of the Amalgamation, the directors and officers of BIOX are as follows:
- Timothy R. Haig
- T. Robert Beamish
- David Colcleugh
- William Lambert
- Michael J. Salamon
- W. James Whitaker
- Timothy R. Haig, Director, President and Chief Executive Officer
- Kevin W. Norton, Chief Operating Officer
- Christopher A. Clinning, Chief Financial Officer and Secretary
- Nakyun G. Paik, Vice President, Operations
- Neil Van Knotsenburg, Vice President, Projects
- Scott Lewis, Vice President, Business Development and Sales
Upon completion of the Amalgamation, Birch Hill Equity Partners III, LP, Birch Hill Equity Partners (US) III, LP, Birch Hill Equity Partners (SC) III, LP and Birch Hill Equity Partners (Entrepreneurs) III, LP own 7,475,000 common shares of BIOX (each a "BIOX Share") (approximately 16.4% of the BIOX Shares). Birch Hill Equity Partners Management Inc. is the general partner of each of the named limited partnerships.
On February 28, 2010, 23,350,000 outstanding subscription receipts (the "Subscription Receipts") (after giving effect to the repurchase by Original BIOX of 225,000 Subscription Receipts) of Original BIOX were automatically exchanged, without the payment of any additional consideration, for one post-consolidation JJR Share.
At the effective time of the Amalgamation, among other things:
- each post-consolidation outstanding JJR Share (including those issued
upon the automatic exercise of the Subscription Receipts) and each
outstanding common share of Original BIOX became one BIOX Share
- each outstanding option of Original BIOX (each an "Original BIOX
Option") became an option to purchase one BIOX Share on the same
terms as those contained in the Original BIOX Option immediately
prior to the Amalgamation;
- each outstanding option of JJR (each a "JJR Option") became an option
to purchase one BIOX Share on the same terms as those contained in
the JJR option immediately prior to the Amalgamation;
- each outstanding Original BIOX warrant became a warrant to purchase
one BIOX Share on the same terms as those contained in the BIOX
warrants immediately prior to the Amalgamation;
- each outstanding Original BIOX special warrant became a special
warrant of BIOX entitling the holder thereof to receive a specified
number of warrants of BIOX, each such warrant exercisable for one
BIOX Share on the same terms as those contained in the BIOX special
warrants immediately prior to the Amalgamation.
As a result of the Amalgamation, there are 45,597,074 BIOX Shares outstanding, of which 21,747,073 were, the effective time of the Amalgamation, held by the former holders of Original BIOX shares, 23,350,000 are held by the former holders of Subscription Receipts and 500,001 are held by former holders of JJR Shares. As a result, (i) former shareholders of Original BIOX and purchasers of Subscription Receipts, and (ii) former shareholders of JJR own approximately 98.9% and 1.1%, respectively, of the issued, non-diluted BIOX Shares. Following completion of the Amalgamation, BIOX options to acquire 525,000 BIOX Shares and BIOX special warrants (entitling the holders thereof to acquire warrants to purchase an aggregate of 2,428,571 BIOX Shares, assuming that those warrants are not exercised on a cashless basis) are outstanding.
For further information regarding the Amalgamation and related transactions, BIOX, Original BIOX and JJR, please see the management information circular of JJR dated January 27, 2010 which is available on SEDAR at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this release.
Notice on Forward-Looking Statements:
Certain statements in this press release constitute "forward-looking" statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, objectives or achievements of BIOX, or industry results, to be materially different from any future results, performance, objectives or achievements expressed or implied by such forward-looking statements. These statements reflect BIOX's current views regarding future events and operating performance are based on information currently available to BIOX, and speak only as of the date of this press release. These forward-looking statements involve a number of risks, uncertainties and assumptions and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such performance or results will be achieved. Many factors could cause the actual results, performance or achievements of BIOX to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including those factors discussed in BIOX's publicly available disclosure documents, as filed by BIOX on SEDAR (www.sedar.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described in this press release as intended, planned, anticipated, believed, estimated or expected. Unless required by applicable securities law, BIOX does not intend and does not assume any obligation to update these forward-looking statements.
SOURCE BIOX Corporation
For further information: For further information: Christopher Clinning, Chief Financial Officer of BIOX, at (905) 337-4970