NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES OF AMERICA. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
Algae Biosciences Corporation - (TSX VENTURE:ABV) (formerly Triwood Capital
Corp.(NEX BOARD:TRD.H)), (the "Corporation") is pleased to announce the
completion of the public offering (the "Offering"), by way of prospectus dated
March 29, 2011 (the "Prospectus"), of 28,750,000 common shares of the
Corporation ("Common Shares"), including an Over-Allotment Option (as
hereinafter defined), for aggregate gross proceeds of $5,750,000, its previously
announced "Qualifying Transaction" (the "Qualifying Transaction"), as such term
is defined in the policies of the TSX Venture Exchange (the "TSX-V"), involving
the acquisition (the "Acquisition") of all of the issued and outstanding
securities of Algae Biosciences Corporation (Nevada) ("ABC"), the Name Change
(as hereinafter defined) and certain other corollary transactions, effective
April 13, 2011. Information relating to the Qualifying Transaction was initially
announced on August 4, 2010 (the "August 4, 2010 Press Release") and relating to
the Offering, on February 28, 2011; to view this information, including the
Prospectus, readers are directed to the Corporation's SEDAR profile at
www.sedar.com.
The Corporation will be filing final submissions with the TSX-V in connection
with the closing of the Qualifying Transaction. Upon receiving final approval
from the TSX-V, it is expected that the Corporation will be a Tier 2 Life
Sciences Issuer. The Corporation intends to issue a press release once the
Common Shares are reinstated for trading.
The Qualifying Transaction
Closing of the Offering of 28,750,000 Common Shares for Aggregate Gross Proceeds
of $5.75 Million
The Corporation is also pleased to announce that in connection with the
Acquisition and pursuant to the Prospectus and an agency agreement (the "Agency
Agreement") entered into among the Corporation, ABC and Macquarie Private Wealth
Inc. (the "Agent") and dated effective October 7, 2010, it has completed the
Offering consisting of the purchase and sale of 28,750,000 Common Shares at a
per-Common Share price of $0.20, including an over-allotment option exercisable
by the Agent to offer for sale up to an additional number of Common Shares as is
equal to 15% of the number of Common Shares issued under the offering at a price
equal to the Offering Price (as hereinafter defined) (the "Over-Allotment
Option"), at a per-Common Share price of $0.20 (the "Offering Price"), for
aggregate gross proceeds of $5,750,000.
Pursuant to the Agency Agreement, the Corporation paid to the Agent a fee (the
"Agent's Commission") equal to $0.02 (10%) for each Common Share sold pursuant
to the Offering and accepted by the Corporation, payable in cash and/or Common
Shares (as determined by the Agent) at a deemed price of $0.20 per Common Share.
As instructed by the Agent, the Corporation issued 2,875,000 Common Shares to
the Agent in full payment of the Agent's Commission.
In connection with the Offering and pursuant to the Agency Agreement, the
Corporation granted to the Agents an option (the "Agent's Option"), which is
exercisable (in whole or in part) until April 13, 2013 and which gives the
Agents the right to acquire up to 2,875,000 Common Shares (such number being
equal to 10% of the number of Common Shares issued pursuant to the Offering), on
the same terms and conditions as the Offering.
The net proceeds of the Offering will be used by the Corporation upon completion
of the Acquisition (the "Resulting Issuer"), to pay costs associated with the
Offering and the Acquisition, to finance the business of the Resulting Issuer
and for working capital and other corporate purposes, all as disclosed in the
Prospectus.
Acquisition of All of the Issued and Outstanding Shares of ABC
The Corporation is pleased to announce pursuant to the terms of an agreement and
plan of merger (the "Merger Agreement") dated January 28, 2011, among the
Corporation, Algae Biosciences Inc. (formerly Triwood Capital Corp.) ("Merger
Co.") and ABC, the Corporation completed the Acquisition, which was negotiated
at arm's length, by acquiring ABC in a reverse take-over transaction effected by
way of a merger under the corporation law of the State of Delaware and Nevada
(the "Merger"). As publicly announced by way of the August 4, 2010 Press
Release, ABC is a private corporation incorporated under the laws of the State
of Nevada, engaged in the growth and production of microalgae and macroalgae for
the nutraceutical, pharmaceutical and biofuel markets.
Pursuant to the Merger, the Corporation incorporated Merger Co under the laws of
the State of Delaware, as a wholly-owned subsidiary of the Corporation and
effective on April 13, 2011, Merger Co and ABC amalgamated and continued as one
corporation with the surviving name "Triwood Capital Corp.". In connection with
the Merger, the holders of ABC common stock ("ABC Shares") received one (1)
Common Share for each one (1) ABC Share held prior to the Merger. In connection
with the foregoing, all outstanding warrants and similar rights to acquire ABC
Shares were exchanged for warrants and similar rights to acquire Common Shares.
There are currently 68,073,250 Common Shares and options and warrants to acquire
an additional 4,511,579 Common Shares issued and outstanding in the capital of
the Corporation.
The Corporation will continue to carry out the business of ABC as currently
constituted, a brief summary of which is set out in this press release under the
heading "Summary Information Relating to ABC". More details may be found in the
Prospectus.
Name Change
In connection with the Qualifying Transaction, the Corporation changed its name
from "Triwood Capital Corp." to "Algae Biosciences Corporation" (the "Name
Change"), to more appropriately reflect its going-forward business and
operations.
Reconstitution of Board of Directors and New Officers
In connection with the Merger and the Acquisition, the board of directors of the
Corporation was reconstituted and a change in management occurred. The following
is a brief description of each of the Corporation's current executive officers
and directors:
Andrew Ayers - Chief Executive Officer and Director
Mr. Ayers has held management positions for 13 years within the Arizona Game &
Fish Department. This included consulting for various government entities and
private enterprises on algae-related projects. In addition, he has held the
following positions: Researcher, Texas A&M University, Department of Entomology
(2years); Researcher, Granada Biosciences, Inc. (Texas, Panama and Colombia
(3years)); and Research Associate, Department of Veterinary Microbiology, Texas
A&M University (1 year). Mr. Ayers earned a Master of Science in Zoology from
the University of Hawaii at Manoa and a Bachelor of Science cum laude in Zoology
from Arizona State University.
Robert Thompson - Chief Financial Officer, Secretary and Director
Mr. Thompson is Chairman of the Board of QuoteMedia, Inc., a publicly traded
company, Managing Director of CanAm Capital Partners, LLC, a corporate finance
advisory firm, and President of Corpus Investments Inc., a private holding
company. Mr. Thompson was Chairman of the Board of CM Oliver Inc., a publicly
traded (TSX) investment dealer/broker involved in investment banking activities
throughout North America and in Europe. In 2001, C.M. Oliver was merged with
Canaccord Capital Corporation. As an independent director, Mr. Thompson chaired
the Audit and Compensation Committees of the board of directors. Mr. Thompson
has served on a number of public and private company boards and is also a
director of the Canada Arizona Business Council and a volunteer mentor to
emerging companies under the Arizona State University Technopolis Program. Mr.
Thompson has practised as a Chartered Accountant and Certified Management
Consultant, and has been a Senior Partner of KPMG Consulting (formerly Peat
Marwick Mitchell & Co.), Woods Gordon/Clarkson Gordon (Arthur Young & Co.) and
Ernst & Whinney.
Kevin Blanchette - Director
Mr. Blanchette worked as a senior manager with the Solicitor General and Justice
Division of the Government of Alberta from 1995 to 2004. Mr. Blanchette has
served as Director (2004-2006), Chief Operating Officer (2004-2005), and
President and Chief Executive Officer (2005-2006) of International Health
Partners Inc., a publicly traded dental and medical practice management company
listed on the Exchange. Mr. Blanchette is currently the managing partner of
Evolve Capital Group Inc., a private investment corporation.
Jody Stachiw - Director
Mr. Stachiw served as President, Chief Executive Officer and Director of a
publicly traded energy services company for over 3 years. Mr. Stachiw holds a
Bachelor of Engineering and Science from the University of Saskatchewan (1994).
Laurence Luke - Director
Mr. Luke is a practicing attorney and former partner of Dean & Fulkerson, PC.
Mr. Luke left professional practice to become the Chief Executive Officer of a
large private equity group focused on the automotive related industries. In that
capacity he financed or acquired, operated and eventually divested several
operating businesses primarily in the manufacturing sector and principally in
the automotive supply chain. After relocating to Arizona in the 1990's, Mr. Luke
formed the private equity firm Salt River Capital Group, LLC, and through that
firm, invested in businesses in the plastics, metal forming, electronic
manufacturing services, residential building products, and recycling arenas. In
2006 Mr. Luke became one of the founding partners of CanAm Capital Partners LLC,
a corporate finance advisory firm.
Summary Information Relating to ABC
As previously publicly announced, ABC is a private corporation incorporated
under the laws of the State of Nevada with its head office in Clay Springs,
Arizona. ABC is engaged in the growth and production of microalgae and
macroalgae for the nutraceutical, pharmaceutical and biofuel markets.
ABC has developed an "Algae Production Platform" that allows the production of
various products. These products are used as nutraceuticals, nutritional
supplements, therapeutic proteins, as dyes in diagnostic tests and
biotechnology, for aquaculture and animal consumption, food additives and
functional foods, in personal care and cosmetics, as biofuels, and a host of
other potential product applications. ABC will initially produce products
primarily destined for use as nutraceuticals and food additives. ABC owns
property and production facilities located near Holbrook, Arizona. ABC is
intending to complete full-scale production facilities within the next 12
months. The first stage of these facilities has produced microalgae in test
batches since October 2006.
Concurrent with the research and development of bioreactor and other production
system designs, the founders have refined an array of specific algae strains and
related media formulations and specialty bioreactor designs used to advance the
efficacy of such algae strains (collectively, the "Licensed Intellectual
Property"). The Licensed Intellectual Property is owned by International IP
Holdings, LLC, a Nevada limited liability company ("International IP") that is
owned directly or beneficially by Andrew D. Ayers, Robert Thompson, Keith
Guelpa, Mark Edwards, Rakesh Amin, Glen Galster, and Laurence Luke. The Licensed
Intellectual Property was licensed to ABC, on a world-wide, exclusive basis,
under the terms and conditions of a license agreement (the "License Agreement").
The algae strains contained within the Licensed Intellectual Property have been
used to grow sample Omega-3 fatty acid products in ABC's facilities and the
resultant products have been tested by independent laboratories. All algae
strains developed by International IP for ABC are subject to the License
Agreement, and such algae strains that show breakthrough strengths, as
nutritional or pharmaceutical input products, will warrant pursuit of patent
protection. ABC will pay a sliding scale royalty based on gross margin
performance. ABC is also granted an exclusive option to purchase International
IP or all of its assets under the License Agreement. The term of the License
Agreement is five years, renewable at the option of International IP, for
successive five year terms. The current term of the License Agreement is
scheduled to expire on November 29, 2015.
Cautionary Statements
This news release contains "forward-looking statements" within the meaning of
applicable securities laws, including statements relating to the expenditure of
funds acquired by the Corporation in connection with the Offering. Although the
Corporation believes that the expectations reflected in its forward-looking
statements are reasonable, such statements have been based on factors and
assumptions concerning future events which may prove to be inaccurate. These
factors and assumptions are based upon currently available information to the
Corporation. Such statements are subject to known and unknown risks,
uncertainties and other factors that could influence actual results or events
and cause actual results or events to differ materially from those stated,
anticipated or implied in the forward-looking statements, including whether or
not the Agent's Option is ultimately exercised. Readers are cautioned to not
place undue reliance on forward-looking statements. The statements in this press
release are made as of the date of this release and, except as required by
applicable law, the Corporation does not undertake any obligation to publicly
update or to revise any of the included forward-looking statements, whether as a
result of new information, future events or otherwise. The Corporation
undertakes no obligation to comment on analyses, expectations or statements made
by third-parties in respect of the Corporation or its financial or operating
results or (as applicable), their securities.
The Common Shares 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 the
registration requirement. 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 jurisdiction in which such offer, solicitation or sale would
be unlawful.
Algae Biosciences Corporation (TSXV:ABV)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
Algae Biosciences Corporation (TSXV:ABV)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024
