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TSX Symbol: RVX
CALGARY, Jan. 19, 2012 /CNW/ - Resverlogix Corp. ("Resverlogix" or the "Company") (TSX:RVX) announces that it has entered into an equity distribution agreement (the "Agreement") with JonesTrading Canada Inc. as agent to sell up to 15 million common shares of Resverlogix ("ATM Shares"), solely at Resverlogix's discretion, from time to time at the market prices prevailing at the time of the sales, without discount, during the period that the Agreement remains effective. Pursuant to the Agreement, Resverlogix also appointed JonesTrading Institutional Services LLC and MLV & Co LLC as US agents to sell up to an additional 10 million common shares of Resverlogix, solely at Resverlogix's discretion, from time to time at a fixed price to subscribers in certain jurisdictions outside Canada during the period that the Agreement remains effective. The Agreement will remain effective until November 2013 unless earlier terminated in accordance with its terms. The ATM Shares will be sold by way of transactions that are "at-the-market distributions", including sales on the Toronto Stock Exchange ("TSX") and other existing trading markets in Canada. The timing of any sale of ATM Shares and the number of ATM Shares sold are at Resverlogix's discretion.
The number of ATM Shares sold shall not exceed 10% of the aggregate market value of Resverlogix's common shares as at the last trading day of the month before the month in which the first trade of ATM Shares is made. The number of ATM Shares sold on any trading day shall not exceed 25% of the total trading volume of the common shares on that trading day.
"This arrangement provides us with a flexible and effective mechanism to raise capital in a manner that is complementary to our other potential sources of capital. The Agreement does not obligate us to issue shares now or in the future, nor does it prevent us from entering into other financing or business development arrangements," said Donald J. McCaffrey, President and CEO of Resverlogix.
Concurrent with entering into the equity distribution agreement, Resverlogix has cancelled the standby equity distribution agreement announced on March 29, 2010.
Resverlogix has obtained a final receipt for a short-form base shelf prospectus (the "Base Shelf Prospectus") with the securities commissions in each of the provinces of Canada. Subject to securities regulatory requirements, the Base Shelf Prospectus allows the Company to make offerings of common shares, preferred shares, debt securities, warrants and units comprising any combination of such securities up to an aggregate offering price of CAD$125 million during the period until November 2013 that the Base Shelf Prospectus remains effective. The distribution of ATM Shares pursuant to the Agreement is qualified by the Base Shelf Prospectus, as supplemented by a prospectus supplement, filed on SEDAR and available electronically at www.sedar.com or on request without charge from the Secretary of Resverlogix at Suite 202, 279 Midpark Way S.E., Calgary, Alberta, T2X 1M2 (telephone (403) 254-9252).
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States.
About Resverlogix Corp.
Resverlogix Corp. is a leading biotechnology company engaged in the development of novel therapies for important global medical markets with significant unmet medical needs. These vital therapies are focused on addressing the burden of atherosclerosis and many other important diseases including Acute Coronary Syndrome, Alzheimer's disease, Peripheral Artery Disease and Autoimmune diseases. The NexVas™ PR program is the Company's primary focus which is to develop novel small molecules that enhance ApoA-1 production and thereby raise high density lipoprotein (HDL). Resverlogix's common shares trade on the Toronto Stock Exchange (TSX:RVX). For further information please visit www.resverlogix.com.
This news release may contain certain forward-looking information as defined under applicable Canadian securities legislation that are not based on historical fact, including without limitation statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. In particular, this news release includes forward-looking information relating to the volume, timing and other terms of any distribution of common shares pursuant to the Agreement. Our actual results, events or developments could be materially different from those expressed or implied by these forward-looking statements. We can give no assurance that any of the events or expectations will occur or be realized. By their nature, forward-looking statements are subject to numerous assumptions and risks including but not limited to those assumptions and risk factors discussed in the Company's Annual Information Form and MD&A for the interim period ended October 31, 2011 which are incorporated herein by reference and other documents we file from time to time with securities authorities, which are available through SEDAR at www.sedar.com. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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