MONTREAL, June 25 /CNW Telbec/ - Victoria Square Ventures Inc. ("VSVI")
announces that on June 25, 2009, Picchio Pharma Inc. ("Picchio") transferred
to VSVI ownership of 3,787,984 common shares of Adaltis Inc. ("Adaltis").
These shares were transferred pursuant to previously disclosed agreements
between Picchio and its shareholders, VSVI and 1324286 Alberta Ltd.
("1324286"), a wholly owned subsidiary of the FMRC Family Trust (of which Dr.
Francesco Bellini, the Chairman, President and Chief Executive Officer of
Bellus Health Inc. is a beneficiary), under which Picchio agreed to transfer
to VSVI and 1324286 all of the shares of Adaltis held, directly or indirectly,
by Picchio. After completion of such transfers, Picchio does not hold any
shares of Adaltis. The 3,787,984 common shares transferred to VSVI represent
approximately 3.4% of the outstanding common shares of Adaltis.
After completion of the transfer described above, VSVI owns 34,532,339
common shares of Adaltis, a warrant (the "Warrant") to acquire 224,540 common
shares of Adaltis and a $2,250,000, principal amount, convertible unsecured
subordinated debenture (the "Convertible Debenture") of Adaltis, due March 31,
2011. The Convertible Debenture is convertible into 762,711 common shares of
Adaltis. Assuming exercise of the Warrant and conversion of the Convertible
Debenture, but excluding any common shares of Adaltis issuable upon conversion
or exercise of all other outstanding convertible securities of Adaltis, VSVI
would hold an aggregate of 35,519,590 common shares of Adaltis, representing
approximately 31.9% of the common shares of Adaltis.
If all of the outstanding options, Warrants, senior secured convertible
notes and Convertible Debentures of Adaltis, and if applicable the capitalized
interest thereon, are converted on the same basis as above, VSVI would own
approximately 16.2% of the outstanding common shares of Adaltis.
The transactions described in this press release were carried out
pursuant to private agreements in connection with a reorganization of
Picchio's holdings and the proposed distribution of substantially all of the
assets of Picchio.
VSVI holds the Adaltis common shares, the Warrant and the Convertible
Debenture for investment purposes and, in accordance with applicable
securities laws, it may increase or decrease its investment in Adaltis
depending on market conditions and other relevant factors.
For further information:
For further information: Peter Kruyt, President and Chief Executive
Officer, Victoria Square Ventures Inc., (514) 286-7400