Foccini, University of Calgary and Arch Biotech Sign Term Sheet
June 24 2009 - 2:00PM
Marketwired
Foccini International Inc. ("Foccini" or the "Company")(TSX
VENTURE: FOI) announces that it has signed a term sheet with the
University of Calgary (the "University") and Arch Biotech Inc.
("Arch"), providing for the basic terms of a future equity and
overhead agreement between the parties (the "Term Sheet").
The execution of a definitive agreement is conditional on
Foccini's exercise of its option to purchase all of the issued and
outstanding common shares of Arch (the "Option"). The terms of the
Option are more particularly described in Foccini's press release
dated May 6, 2009.
Pursuant to the Term Sheet, the University will exchange its
revenue sharing rights in the intellectual property produced by the
Arch research programs at the University of Calgary in exchange for
an equity stake in Arch. The University and Arch will also enter
into an overhead agreement to allow Arch scientists to continue
using University labs and infrastructure to advance the Arch
research programs.
In the event Foccini exercises its Option, Foccini has agreed to
issue 1,576,000 common shares to the University in return for the
University's equity stake in Arch. These shares will be issued at a
deemed price of $0.20 per share for a total value of $315,200.
If Foccini exercises its Option such transaction will constitute
a change of business pursuant to the policies of the TSX Venture
Exchange (the "Exchange"), and at such time Foccini will file a
change of business application with the Exchange and issue a
comprehensive press release. Completion of the transactions
described in this press release are subject to compliance with all
necessary regulatory and other approvals and certain other terms
and conditions, including, among other things, the approval of the
Exchange.
About Arch Biotech
Arch is a private Ontario based company that has been
established to acquire biomedical technology with commercial
potential and oversee its development until it can be sold or
licensed to suitable marketing partners.
Completion of the transactions described in this press release
is subject to a number of conditions, including Exchange acceptance
and shareholder approval. The transactions described herein cannot
close until the required shareholder approval is obtained. There
can be no assurance that the transactions described herein will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
Management Information Circular to be prepared in connection with
the transaction, any information released or received with respect
to the transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of Foccini International
Inc. should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release.
Foccini currently has 27,321,179 common shares issued and
outstanding.
For more information on Foccini, please consult the other public
documents filed on SEDAR at www.sedar.com.
Forward-Looking Statements
All statements, other than statements of historical fact, in
this news release are forward looking statements that involve
various risks and uncertainties, including, without limitation,
statements regarding the future plans and objectives of the
Company. There can be no assurance that such statements will prove
to be accurate. Actual results and future events could differ
materially from those anticipated in such statements. These and all
subsequent written and oral forward-looking statements are based on
the estimates and opinions of management on the dates they are made
and are expressly qualified in their entirety by this notice. The
Company assumes no obligation to update forward-looking statements
should circumstances or management's estimates or opinions
change.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy of this
release.
Contacts: Foccini International Inc. Richard Muruve Director
(647) 428 7031
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