VALO THERAPEUTICS AND 1319651 B.C. LTD. ANNOUNCE EXECUTION OF BINDING LETTER AGREEMENT

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TORONTO, March 15, 2022 /CNW/ - 1319651 B.C. Ltd. (the "Company") and Valo Therapeutics Oy ("ValoTx") are pleased to announce that the companies have entered into a binding letter agreement (the "Agreement") which sets forth, in general, the basic terms and conditions upon which the Company and ValoTx will combine their business operations resulting in a reverse takeover of the Company by ValoTx and its shareholders.

Pursuant to the terms of the Agreement, it is intended that the Company and ValoTx will enter into a business combination by way of an arrangement, amalgamation, share exchange or other similar structure (the "Transaction") which will result in ValoTx becoming a wholly owned subsidiary of the Company or otherwise combining its corporate existence with that of the Company. The final structure of the Transaction is subject to receipt by the parties of tax, corporate, and securities law advice and will be agreed pursuant to definitive transaction documents expected to be executed in the short term. The issuer resulting from the Transaction (the "Resulting Issuer") will carry on the current business of ValoTx.

The Agreement was negotiated at arm's length by independent members of the management of each of the Company and ValoTx. The Company is an unlisted reporting issuer and ValoTx is a private corporation existing under the laws of Finland.

ValoTx and the Company intend to apply to list the common shares of the Resulting Issuer on the NEO Exchange (the "NEO"). There can be no assurance that the common shares of the Resulting Issuer will begin trading as contemplated, or at all, and neither ValoTx nor the Company makes any representations that trading will occur. Such a listing would be subject to the approval of the NEO and the satisfaction by the resulting issuer of the NEO's listing conditions. Completion of the Transaction is subject to a number of conditions, including but not limited to, receiving all required shareholder, regulatory, and other approvals. There can be no assurance that the Transaction will be completed as proposed or at all.

About the Company

The Company is a British Columbia corporation that is a reporting issuer under the securities laws of Alberta and British Columbia. The Company has no material assets and does not conduct any operations or active business, other than the identification and evaluation of acquisition opportunities to permit the company to acquire a business or assets in order to conduct commercial operations. 

ValoTx

Valo Therapeutics Oy (Helsinki) is an immunotherapy company that is developing antigen-coated oncolytic viruses and vaccine vectors as therapeutic vaccines against cancer and infectious disease. The ValoTx lead platform, PeptiCRAd (Peptide-coated Conditionally Replicating Adenovirus), was developed out of the laboratory of Professor Vincenzo Cerullo at the University of Helsinki. It turns advanced oncolytic adenoviruses into targeted tissue specific cancer vaccines without the need to generate and manufacture multiple genetically modified viruses. The company is also developing PeptiENV and PeptiVAX, utilising neoantigen strategies, in collaboration with Professor Cerullo. PeptiENV is expected to improve the therapeutic response to oncolytic enveloped viruses in the treatment of multiple forms of cancer, while PeptiVAX is a program to develop a novel, adaptable anti-infectives vaccination platform. The lead PeptiVAX project is a T-cell pan-Coronavirus vaccine.   

Further Information

All information contained in this news release with respect to the Company and ValoTx was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward Looking Information

Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the terms and conditions of the Transaction, the business and operations of ValoTx and the Resulting Issuer;  and the listing of the common shares of the Resulting Issuer on the NEO. Often, but not always, forward-looking statements or information can be identified by the use of words such as "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.

With respect to forward-looking statements and information contained herein, the Company and ValoTx have made numerous assumptions including among other things, assumptions about general business and economic conditions of ValoTx and the market in which it operates. The foregoing list of assumptions is not exhaustive.

Although management of the Company and ValoTx believe that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to: risks relating to receipt of all requisite approvals for the Transaction and/or other ancillary transactions, including the approval of ValoTx and the Company shareholders, and of the NEO; and other risk factors as detailed from time to time.

Readers should not place undue reliance on the forward-looking statements and information contained in this news release. the Company and ValoTx assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. The statements in this press release are made as of the date of this release.

SOURCE Valo Therapeutics Oy

For further information regarding the Transaction, please contact: 1319651 B.C. Ltd., Binyomin Posen, Director, 416-481-2222, Email: [email protected]; ValoTx, Paul Higham, CEO, Email: [email protected]