HOUSTON and VANCOUVER,
Feb. 23, 2018 /PRNewswire/ - ESSA
Pharma Inc. ("ESSA" or the "Company") (TSX-V: EPI,
NASDAQ: EPIX), a pre-clinical stage pharmaceutical company focused
on developing novel therapies for the treatment of prostate cancer,
hereby announces that on February 21,
2018 the board of directors of the Company ("Board")
passed a resolution adopting a new stock option plan (the "New
Option Plan") and a restricted share unit plan (the "RSU
Plan").
On November 27, 2017, ESSA's
common shares ("Common Shares") were delisted from the
Toronto Stock Exchange and conditionally listed on the TSX Venture
Exchange (the "TSXV"). As a condition to the listing of
the Common Shares on the TSXV, the Company is required to adopt a
stock option plan that complies with Policy 4.4 – Incentive
Stock Options of the TSXV Corporate Finance Manual. In
order to comply with this condition, the Board has approved the New
Option Plan, which is a fixed number stock option plan that
incorporates TSXV requirements and will replace the Company's
existing option plan. The New Option Plan provides the Company with
a share-related mechanism to attract, retain and motivate qualified
directors, officers, employees and consultants, and to reward such
of those directors, officers, employees and consultants as may be
awarded options under the New Option Plan by the Board from time to
time for their contributions toward creating shareholder value
through achievement of the short and long term goals of the
Company.
The RSU Plan has been adopted to provide a vehicle by which
equity-based incentives may be awarded to the employees,
consultants, directors and officers of the Company, to recognize
and reward their significant contributions to the long-term success
of the Company including to align the employees', consultants'
directors' and officers' interests more closely with the
shareholders of the Company. Pursuant to the RSU Plan, the
Board, through the Company's Compensation Committee, may grant
restricted share unit awards ("RSUs") as an incentive
payment to eligible persons. The Board intends to use RSUs
issued under the RSU Plan, as well as stock options issued under
the New Option Plan as part of the Company's overall executive
compensation plan.
The maximum number of Common Shares that may be reserved for
issuances under the New Option Plan and RSU Plan, in aggregate,
shall not exceed 23,104,377 Common Shares. The New Option
Plan and RSU Plan both remain subject to TSXV approval and
requisite shareholder approvals including, in the case of the RSU
Plan, disinterested shareholder approval in accordance with the
policies of the TSXV.
The Company further announces that the Board has approved the
re-grant and repricing, and extension of the expiry dates of
certain outstanding stock options granted to certain directors,
officers, employees and consultants of the Company. The significant
drop in the trading price of the Company's Common Shares on the
TSXV has meant that the outstanding stock options as currently
priced no longer offer an adequate incentive to the directors,
officers, employees and consultants of the Company. As such, the
Board has approved that an aggregate of 1,957,000 stock options
held by certain directors, officers, employees and consultants of
the Company be cancelled and an aggregate of 1,667,000 stock
options (the "Replacement Options") be issued, with
such options having an exercise price of C$0.245 or US$0.20,
as applicable, and expiry dates that are ten years from the date of
grant of the corresponding cancelled options. In addition, such
Replacement Options will vest in 48 equal instalments, with the
first instalment vesting on March 21,
2018, and subsequent instalments vesting on every one month
anniversary thereafter.
The Company is also announcing that the Board has approved the
grant of an aggregate of 14,523,000 additional stock options to
certain directors, officers, employees and consultants of the
Company. The granted stock options have a term of 10 years
expiring on February 21, 2028 and are
exercisable at C$0.245 or
US$0.20 per Common Share, as
applicable. In addition, such stock option will vest in 48 equal
instalments, with the first instalment vesting on March 21, 2018, and subsequent instalments
vesting on every one month anniversary thereafter.
The Replacement Options as well as the granted additional stock
options have been reserved for issuance pursuant to the Company's
New Option Plan and are subject to, and cannot be exercised by
their respective holders until, the Company's shareholders ratify
the New Option Plan, the TSXV approves the grants thereof, and the
Company's shareholders approve such grants by way of disinterested
shareholder approval in accordance with the policies of the TSXV,
at a duly constituted meeting of shareholders.
Following the aforementioned grants of stock options, the
Company has a total of 16,190,000 stock options outstanding,
representing approximately 14% of the outstanding Common Shares. An
aggregate of 6,914,377 stock options and/or RSUs remain outstanding
for future issuance under the New Option Plan and RSU Plan,
respectively.
Further details regarding the New Option Plan, the RSU Plan, the
re-grant and repricing, and extension of expiry dates of stock
options, and grant of additional stock options will be included in
the management information circular of the Company that will be
made available to shareholders in connection with the annual and
special meeting of shareholders of the Company.
The stock option grants referenced in this press release include
grants to certain related parties (as such term is defined under
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101")),
including directors and senior officers of the Company. Such stock
option grants constitute a related party transaction under MI
61-101. These transactions are exempt from the formal valuation and
minority shareholder approval requirements of MI 61-101 pursuant to
sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair
market value of any securities issued to nor the consideration paid
by such persons would exceed 25.0% of the Company's market
capitalization.
About ESSA Pharma Inc.
ESSA is a pre-clinical stage pharmaceutical company focused on
developing novel and proprietary therapies for the treatment of
castration-resistant prostate cancer ("CRPC") in patients whose
disease is progressing despite treatment with current therapies.
ESSA believes that its proprietary compounds can significantly
expand the interval of time in which patients suffering from CRPC
can benefit from hormone-based therapies, by disrupting the
androgen receptor ("AR") signaling pathway that drives prostate
cancer growth and by preventing AR transcriptional activity by
binding selectively to the N-terminal domain ("NTD") of the AR. A
functional NTD is essential for transactivation of the AR. In
preclinical studies, blocking the NTD has demonstrated the
capability to overcome the known AR-dependent mechanisms of CRPC.
ESSA was founded in 2009.
About Prostate Cancer
Prostate cancer is the second-most commonly diagnosed cancer
among men and the fifth most common cause of male cancer death
worldwide (Globocan, 2012). Adenocarcinoma of the prostate is
dependent on androgen for tumor progression and depleting or
blocking androgen action has been a mainstay of hormonal treatment
for over six decades. Although tumors are often initially sensitive
to medical or surgical therapies that decrease levels of
testosterone, disease progression despite castrate levels of
testosterone generally represents a transition to the lethal
variant of the disease, metastatic CPRC ("mCRPC"), and most
patients ultimately succumb to the illness. The treatment of mCRPC
patients has evolved rapidly over the past five years. Despite
these advances, additional treatment options are needed to improve
clinical outcomes in patients, particularly those who fail existing
treatments including abiraterone or enzalutamide, or those who have
contraindications to receive those drugs. Over time, patients with
mCRPC generally experience continued disease progression, worsening
pain, leading to substantial morbidity and limited survival rates.
In both in vitro and in vivo animal studies, ESSA's novel approach
to blocking the androgen pathway has been shown to be effective in
blocking tumor growth when current therapies are no longer
effective.
Forward-Looking Statement Disclaimer
This release contains certain information which, as presented,
constitutes "forward-looking information" within the meaning of the
Private Securities Litigation Reform Act of 1995 and/or applicable
Canadian securities laws. Forward-looking information involves
statements that relate to future events and often addresses
expected future business and financial performance, containing
words such as "anticipate", "believe", "plan", "estimate",
"expect", and "intend", "potential", "promising", "refocus",
statements that an action or event "may", "might", "could",
"should", or "will" be taken or occur, or other similar expressions
and includes, but is not limited to, statements about the New
Option Plan and the RSU Plan, grants of stock options under the New
Option Plan, including the re-granting and repricing, and the
extension of the expiry dates of existing stock options and the
granting of additional stock options of the Company, the Company's
management information circular and the meeting of shareholders,
expectations regarding the acceleration of ESSA's next-generation
NTD-inhibitor aniten compounds and timing of nomination of the next
generation compound.
Forward-looking statements and information are subject to
various known and unknown risks and uncertainties, many of which
are beyond the ability of ESSA to control or predict, and which may
cause ESSA's actual results, performance or achievements to be
materially different from those expressed or implied thereby. Such
statements reflect ESSA's current views with respect to future
events, are subject to risks and uncertainties and are necessarily
based upon a number of estimates and assumptions that, while
considered reasonable by ESSA as of the date of such statements,
are inherently subject to significant medical, scientific,
business, economic, competitive, political and social uncertainties
and contingencies. In making forward looking statements, ESSA may
make various material assumptions, including but not limited to (i)
the accuracy of ESSA's financial projections; (ii) obtaining
positive results of clinical trials; (iii) obtaining necessary
regulatory approvals; and (iv) general business, market and
economic conditions.
Forward-looking information is developed based on assumptions
about such risks, uncertainties and other factors set out herein
and in ESSA's Annual Report on Form 20-F dated December 11, 2017 under the heading "Risk
Factors", a copy of which is available on ESSA's profile on the
SEDAR website at www.sedar.com, ESSA's profile on EDGAR at
www.sec.gov, and as otherwise disclosed from time to time on ESSA's
SEDAR profile. Forward-looking statements are made based on
management's beliefs, estimates and opinions on the date that
statements are made and ESSA undertakes no obligation to update
forward-looking statements if these beliefs, estimates and opinions
or other circumstances should change, except as may be required by
applicable Canadian and United
States securities laws. Readers are cautioned against
attributing undue certainty to forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE ESSA Pharma Inc