VANCOUVER, Oct. 9 /CNW/ - High Rider Capital Inc. (the Company), is
pleased to announce that it has entered into an agreement in principle with
TFChem S.A.R.L. (TFC), a biopharmaceutical company based in Rouen, France, to
licence TFC's proprietary technology based upon fluorinated sugar mimics (the
Technology). The Company will utilize the Technology to develop a chemical
process to achieve synthesis of a new class of Sodium Glucose Cotransporters
inhibitors (the Compounds), for the treatment of Type 2 Diabetes, obesity and
other possible metabolic syndrome applications. TFC will provide the Company
with the research and development necessary to develop the Compounds. The
transaction with TFC will serve as the Company's Qualifying Transaction. If
approved by the TSX Venture Exchange (the Exchange), completion of the
Qualifying Transaction will result in the Company becoming listed on the
Exchange on Tier 2.
The Company will issue 5,000,000 Common Shares to TFC as consideration
for grant of the licence. 1,000,000 Shares will be issued upon execution of
the definitive agreement with TFC, subject to acceptance of the Qualifying
Transaction by the Exchange. 2,000,000 Shares will be issued to TFC upon the
synthesis and development of the series of Compounds and the identification of
the lead Compound showing biological activity in the cell culture assays, and
a further 2,000,000 Shares will be issued upon licensing of the Compounds to a
major pharmaceutical company. The Company will pay 700,000 to TFC over two
years in order to fund research and development of the Compounds, and for
patent applications. The Company will be responsible for biological testing of
the Compounds. If a lead Compound is successfully developed and licensed to a
major pharmaceutical company, the Company will pay TFC 5% of any net revenue
it may receive from such licence.
TFC is incorporated under the laws of France and owned by Dr. Géraldine
Deliencourt-Godefroy (80%) and M. Ameur (20%). Dr. Deliencourt-Godefroy's
doctorate is in organic chemistry, and she has received several awards in
France related to development of the flourinated sugar mimics technology. She
will be responsible for the drug discovery step of the research and
development: that is to say, the synthesis and analysis of the Compounds. The
proposed Qualifying Transaction does not constitute a Non Arm's Length
Qualifying Transaction within Exchange rules. Neither TFC, Dr.
Deliencourt-Godefroy nor M. Ameur presently owns any interest in the Company.
As such, the Qualifying Transaction will not be subject to approval of the
Shareholders of the Company.
Upon completion of the Qualifying Transaction, the insiders of the
Company will be:
Dr. Howard Verrico
Dr. Verrico has been a Physician in Emergency and General Practice from
July 1986 to present
Mr. Roger MacInnis
Mr. MacInnis has served as President of Westmoreland Resources Ltd. (a
mining exploration corporation) from October 1994 to present; President of
Wave Exploration Corp., now Roxgold Inc. (a mining exploration corporation)
from January 2005 to August 2006 and secretary treasurer from May 2002 to
January 2005; President of VVC Exploration Corp. (a mining exploration
corporation) from June 1993 to May 2002.
Dr. Alex Marazzi
Dr. Marazzi holds a degree in Pharmacology and has been a family
physician from 1997.
Mr. Christopher Verrico
Mr. Verrico is a former consultant and CEO, and currently a director and
co-chairman of West Hawk Development Corp. from November, 2004 to present; CEO
and a director of Lateegra Gold Corp. from January, 2006 to present; a
director of Raytec Development Corp. from November, 2006 to present;
Construction Superintendent of JJM Construction Ltd. (a public works
construction company) from July, 2003 to October, 2004; former Consultant and
Promoter of (*)Candente Resources Corp. from April, 2000 to May, 2003; President
and owner of Mopass Ventures Ltd. (an independent consultant to the mining
sector) from January, 1997 to present.
The Company will retain Union Securities Ltd. as its sponsor in
connection with the Qualifying Transaction. Union will be paid a fee of
$25,000 and 75,000 Shares. In connection with the Qualifying Transaction, the
Company will conduct a Private Placement to raise $500,000 with Union acting
as Agent. The Company intends to sell 2.5 Million Units at $0.20 per Unit.
Each Unit will consist of 1 Common Share of the Company and 1 Warrant
exercisable to acquire further Common Shares at $0.20 per Share for two years
from the date of issue. Union will be paid a commission of 10% of the gross
proceeds from the sale of the Units, except for the proceeds of sales to
officers and directors of the Company. The Company will use the proceeds of
the Private Placement in order to pay for the research and development program
and for general and administrative expenses.
The Company intends to advance $25,000 to TFC in order to commence the
research and development program. Advance of the balance of the costs of
research and development to TFC will commence upon acceptance of the
Qualifying Transaction by the Exchange.
It is a condition of closing of the Qualifying Transaction that Exchange
acceptance be obtained and that a definitive agreement is entered into with
TFC. Under Exchange rules, trading in the Company's stock has been halted, and
will remain halted pending submission of documentation satisfactory to the
Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable pursuant
to Exchange Requirements, majority of the minority shareholder approval. Where
applicable, the transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection with the
transaction, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should not be considered
The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction and has neither approved not disapproved the
contents of this press release.
Union Securities Ltd., subject to completion of satisfactory due
diligence, has agreed to act as sponsor in connection with the transaction. An
agreement to sponsor should not be construed as any assurance with respect to
the merits of the transaction or the likelihood of completion.
For further information:
For further information: Roger Macinnis, (604) 684-7994