Fralex purchased by Baylis Medical



    TORONTO, June 2 /CNW/ - Fralex Therapeutics Inc. (TSXV: FXI.H)
("Fralex"), a medical technology company reported today that Fralex has been
purchased by Baylis Medical Company Inc. ("Baylis"), a leading developer,
manufacturer and supplier of high-technology medical devices for chronic pain
management, interventional cardiology and radiology products. The sale was
effected by way of a court approved plan of arrangement (the "Arrangement")
involving Fralex, Attwell Capital Inc. (formerly 2201761 Ontario Inc.)
("Attwell") and Baylis. A special resolution approving the Arrangement was
passed at a special meeting of Fralex shareholders held on May 26, 2009. Over
99% of the votes cast at the meeting were cast in favour of the Arrangement. A
final order of the Ontario Superior Court of Justice in respect of the
Arrangement was granted on May 29, 2009.
    Under the terms of the Arrangement, Baylis acquired all of the issued and
outstanding shares of Fralex and its current business of developing Complex
Neural Pulse ("CNP") in exchange for $900,000. Attwell acquired Fralex's
non-CNP related assets, including all its cash, and assumed all liabilities of
Fralex. Further, each holder of Fralex common shares exchanged each Fralex
common share held by them for one (1) common share of Attwell and cash
consideration of $0.0001. A full description of the terms of the Arrangement
are detailed in the Information Circular dated April 22, 2009 (the
"Circular"). Former Fralex shareholders are encouraged to complete, sign, date
and return the Letter of Transmittal accompanying the Circular so that Attwell
common shares and the cash consideration in exchange for their Fralex common
shares can be promptly sent to them.
    Pursuant to the aforementioned terms of the Arrangement, Notae
Investments Limited ("Notae Investments"), a Canadian-controlled private
corporation controlled directly by Thor Eaton, a director of Attwell, acquired
ownership or control of 2,080,416 Attwell common shares, representing
approximately 11.6% of the issued and outstanding Attwell common shares, and
received cash consideration of approximately $208. The acquisition of
2,080,416 Attwell common shares represents Notae Investments' total investment
in Attwell. Depending on the market and other conditions, Notae Investments
may, directly or indirectly, acquire ownership or control over additional
Attwell common shares, through market transactions, private agreements or
otherwise, in accordance with applicable securities legislation. Depending on
market and other conditions and subject to the rules of the TSXV and NEX,
Notae Investments may sell any of its Attwell common shares. An early warning
report with respect to the foregoing will be filed on SEDAR.
    Attwell expects that its common shares will commence listing on NEX board
of the TSXV, under the symbol "AT.H", on Wednesday, June 3, 2009, at which
time Fralex common shares will be delisted from the NEX. Attwell continues to
review investment opportunities with distribution of the remaining cash
continuing to be an option. A final decision is expected prior to the end of
this year.
    "I would like to extend my sincere thanks to the directors, employees and
shareholders of Fralex Therapeutics for the support given to management," said
Avi Grewal, "We wish Baylis well in their endeavours to commercialize the CNP
technology"
    "We are very pleased to have the opportunity to develop this innovative
technology," said Frank Baylis, President of Baylis. "It offers the
possibility of being a novel, non-pharmacologic option for the millions of
sufferers of pain and other conditions."

    About FRALEX:

    FRALEX is a medical technology company which is focused on developing and
commercializing Complex Neural Pulse or CNP, a novel neuromodulation
therapeutic technology for chronic pain. For more information on FRALEX,
please visit www.fralex.com

    About BAYLIS:

    Baylis is a leading developer, manufacturer and supplier of
high-technology medical devices for chronic pain management, interventional
cardiology and radiology products. Founded in 1986 in Montreal, Quebec, Baylis
has grown to have offices across Canada as well as in the United Kingdom and
Asia. The company's research and development and manufacturing departments are
located in Mississauga, Ontario. In total, the company employs over 130 staff
in varied positions including sales, research and development and
manufacturing. Baylis products are marketed in over 60 countries. Baylis' goal
is to conceive, develop, manufacture, and sell state-of-the-art medical
products that will improve the lives of people around the world. As a result
of this, the company is heavily invested in research and development and
currently has 25 staff invested in the research and development of new and
existing products. In addition, Baylis is committed to developing and
enhancing the performance of employees for the future growth of the company.

    Certain statements contained in this release containing words like
"believe", "intend", "may", "expect", and other similar expressions, are
forward-looking statements that involve a number of risks and uncertainties.
Factors that could cause actual results to differ materially from those
projected in the Company's forward-looking statements include the following:
history of operating losses; business projections; dependence on key
personnel; legal product liability and availability of insurance; additional
financing requirements and access to capital; the ability to achieve key
milestones and other risk factors identified from time to time in the
Company's filings.

    
    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.
    





For further information:

For further information: Frank Baylis, President, Fralex Therapeutics
Inc., (514) 488-9801, info@baylismedical.com; or Avi Grewal, President and
Chief Executive Officer, Attwell Capital Inc., (416) 213-8118 ext. 210,
agrewal@attwellcapital.com

Organization Profile

FRALEX THERAPEUTICS INC.

More on this organization

ATTWELL CAPITAL INC.

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