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TORONTO, June 4, 2015 /CNW/ - Amorfix Life Sciences Ltd. (the "Company") announced today that, further to its news release of May 22, 2015, existing shareholders of the Company who qualify under the "existing shareholder prospectus exemption" available in certain jurisdictions in Canada are invited to participate in it is offering (the "Offering") on a private placement basis of a minimum of 50,000,000 shares and a maximum of 83,333,333 shares at a price of $0.03 per share for gross proceeds of a minimum $1,500,000 and a maximum of $2,500,000.
As the existing shareholder prospectus exemption contains certain restrictions and is only available in certain jurisdictions in Canada, shareholders that do not qualify under the "existing shareholder exemption" may qualify to participate under other "prospectus exemptions".
Terms and Restrictions Relating to the Existing Shareholder Exemption
The criteria of the "existing shareholder prospectus exemption" (the "Existing Shareholder Exemption") are set out in various regulatory instruments of the participating jurisdictions in Canada. To comply with the criteria of the Existing Shareholder Exemption, the offering to shareholders who qualify under the existing shareholder prospectus exemption shall be subject to, among other criteria, the following:
- May 20, 2015 (which is the record date for the Company's upcoming shareholder meeting) has been set as the record date (the "Record Date") for the purpose of determining existing shareholders entitled to purchase shares pursuant to the Existing Shareholder Exemption.
- To participate, a qualified shareholder must deliver (a) an executed subscription agreement in the required form, which will include requirements of the Existing Shareholder Exemption (e.g., that the subscriber was as of the Record Date and continues to be as of the date of closing, a shareholder of Amorfix) and (b) pay the subscription amount no later than June 23, 2015. Contact information to obtain the subscription form is set out below.
- The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 (500,000 shares) unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.
- A maximum of 69,074,623 common shares of the Company will be offered to shareholders as of the Record Date under the Existing Shareholder Exemption, being 100% of the Company's issued and outstanding shares, the maximum permitted to be issued under the Existing Shareholder Exemption.
- If subscriptions received from shareholders who qualify under the Existing Shareholder Exemption exceed 69,074,623 common shares of the Company, each such subscriber will be allocated shares in proportion to each such qualified shareholder's share ownership as of the Record Date.
- If subscriptions received for the Offering based on all available exemptions exceed the maximum of the Offering amount of $2,500,000, subscriptions will be accepted at the discretion of the Company.
- In accordance with the Existing Shareholder Exemption, the Company confirms there is no material fact or material change related to the Company that has not been generally disclosed.
Further terms and conditions shall be set out in the form of subscription agreement that will be made available to interested shareholders, who are directed to contact the Company as follows:
Contact Person: Warren Whitehead
Tel: (416) 644-7358
Fax: (416) 847-6899
email : [email protected]
Mr. William Wyman, Chairman of the Board of Directors of Amorfix stated: "We are pleased to announce the availability of the existing shareholder exemption, which will allow us to provide our current shareholders with the same opportunity to participate in the Offering as other investors."
Amorfix may pay finder fees of up to 7% of the gross proceeds. The net proceeds of the Offering are intended to be used as follows (all amounts being approximations): to pay off outstanding debt ($700,000 if the minimum raised and $700,000 if the maximum is raised), to generate new intellectual property allowing future development of specific diagnostics and therapeutics for neurodegenerative disease ($150,000 if the minimum raised and $430,000 if the maximum is raised), to continue support and maintenance of existing IP ($100,000 if the minimum raised and $350,000 if the maximum is raised), to engage an experienced senior management team ($350,000 if the minimum raised and $600,000 if the maximum is raised) and for general corporate purposes ($200,000 if the minimum raised and $400,000 if the maximum is raised). To add further clarity, the minimum funding will allow 6 months of operations and a focused R&D program, whereas the maximum will allow up to 10 months of operations and initiation of product development.
All securities issued in connection with this offering will be subject to a four month hold period from the date of issuance in accordance with applicable securities law. The closing of the Offering is subject to receipt of both TSX approval and shareholder approval.
Insiders of the Company are expected to participate in the Offering (the "Insider Participation"), which will be considered a related party transaction within the meaning of Multilateral Instrument 61-101 ("MI 61-101"). Amorfix intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of any Insider Participation.
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 the securities in any state in which such offer, solicitation or sale would be unlawful. The securities issued, or to be issued, under the Offering 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 an applicable exemption from registration requirements.
Majority Voting Policy
The Company also announces that the Board has adopted a majority voting policy (the "Majority Voting Policy") with respect to the election of directors in uncontested elections. In the event that a nominee receives more "withheld" than "for" votes in an uncontested election, he or she will be expected to submit to the Board his or her resignation, to take effect upon acceptance by the Board. The Board, on the recommendation of the corporate governance committee, will make its decision and announce it in a news release within 90 days after the shareholder meeting at which the candidacy of the director was considered. The full text of the Majority Voting Policy is available on SEDAR at www.sedar.com.
Amorfix Life Sciences Ltd. (TSX: AMF) is an early-stage company developing specific diagnostics and antibody therapeutics targeting misfolded proteins in neurodegenerative disease. Amorfix utilizes its computational discovery platform, ProMISTM, to predict novel targets known as Disease Specific Epitopes (DSEs) on the molecular surface of misfolded proteins. Using this 'Precision Medicine' approach, Amorfix is developing novel antibody therapeutics and specific companion diagnostics for Alzheimer's disease and ALS. In addition, Amorfix has developed two proprietary technologies to specifically identify very low levels of misfolded proteins in a biological sample: Epitope ProtectionTM and AMFIATM, an ultra-sensitive dual-bead immunoassay. Use of these technologies has generated a cerebrospinal fluid (CSF) screening test for Alzheimer's disease (AD), and an ultra-sensitive method for detecting the hallmark of AD, aggregated beta-Amyloid, in brain tissue, CSF and blood from animal models of AD. For further information about Amorfix, please 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.
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, [email protected]; Warren Whitehead, Chief Financial Officer, Amorfix Life Sciences Ltd., Tel: (416) 644-7358, Fax: (416) 847-6899, [email protected]