Advitech and Natunola Announce Changes to the Terms of Proposed Private Placement
September 16 2011 - 4:15PM
Marketwired
Advitech Inc. ("Advitech" or the "Corporation") (TSX VENTURE: AVI)
and Natunola Health Biosciences Inc. ("Natunola") (TSX VENTURE:
NHI) announce changes to the terms of the previously announced
proposed private placement, which is a condition precedent to the
completion of their proposed merger transaction (the "Transaction")
under the terms of the merger agreement entered into between
Advitech and Natunola on June 29, 2011.
Under the new terms of the proposed private placement, Advitech
intends to issue a minimum of 116,666,667 units (the "Units") at a
price of $0.03 per Unit for minimum gross proceeds of $3,500,000.
The previously announced price per Unit was $0.04. Each Unit is
being comprised of one common share and one half of one common
share purchase warrant of Advitech. Each whole common share
purchase warrant will entitle its holder to acquire one additional
common share of Advitech at a price of $0.04 ($0.16 post
Consolidation (as defined hereinafter)) for a period of 36 months
following closing. The previously announced exercise price per
whole warrant was $0.05. Avrio Ventures Limited Partnership and
AgeChem Venture Fund L.P., which are shareholders of Advitech
holding more than 10% of its issued and outstanding shares, have
indicated they will be participating in the private placement and
that they may acquire, in the aggregate, 25% or more of the units
issued as part of the private placement.
As announced on August 4, 2011, during a special shareholders'
meeting held on August 3, 2011, the shareholders of Natunola
approved the resolutions authorizing the continuation of the
corporation from the Business Corporations Act (Alberta) to the
Canada Business Corporations Act and the resolutions authorizing
the amalgamation of Natunola with 7894716 Canada Inc., a wholly
owned subsidiary of Advitech (the "Amalgamation"). During a special
shareholders' meeting of Advitech held on the same day, the
Advitech shareholders conditionally approved the election of Dr.
Nam Fong Han and David Edwards to the board of directors of
Advitech, as well as other ancillary resolutions to the
Amalgamation, namely the proposed change of name of Advitech Inc.
to "Botaneco Corp." following the closing of the amalgamation, as
well as the consolidation of all outstanding common shares of
Advitech on a 4:1 basis, immediately following the closing of the
Amalgamation (the "Consolidation"). The parties are working towards
fulfilling conditions to the Transaction and expect to complete the
Transaction before the end of September. The Natunola shareholders
will continue to receive common shares of Advitech based on a ratio
of 4.75 common shares of Advitech (or 1.1875 common shares
following a proposed 4 to 1 consolidation of Advitech shares) for
each common share of Natunola.
Bloom Burton & Co. (the "Agent") has been jointly retained
by Advitech and Natunola as agent for the purposes of the private
placement of Advitech. The Agent will be entitled to receive, upon
completion of the Transaction in consideration for the services
rendered as part of the private placement, a cash fee equal to up
to 7% of gross proceeds raised in connection with the private
placement and that number of agents' warrants equal to up to 7% of
the number of common shares issued as part of the private
placement. Such warrants will entitle their holders to acquire
Units at a price of $0.03 per Unit ($0.12 post Consolidation) for a
period of 24 months following closing. The Agents will also receive
a work fee of $100,000, payable in cash or in shares, at the option
of Advitech, within 10 days of the closing of the Transaction.
About Advitech Inc.:
Advitech, which includes its subsidiary Botaneco Specialty
Ingredients Inc. since November 20, 2009, is a health sciences and
technology company developing, manufacturing and marketing
proprietary natural ingredients and formulations for oral and
topical applications that have been clinically proven to be safe
and effective for improving skin health and well being. More
information is available and can be accessed at
www.advitech.com
About Natunola Health Biosciences Inc.:
Natunola and its manufacturing plant are located in Winchester,
Ontario. Natunola is a manufacturer and researcher in the field of
flax seed derived omega -3 fatty acids, flax protein, flax lignans,
specialty natural products, bio-nutrients and functional
supplements for human and animal care markets. Natunola also
produces canola oil gels and other natural ingredients for the
cosmetic and personal care industry. Natunola has a retail health
product line under the brand name of Natunola® Health's Delight.
Natunola was the winner for the National Canadian Agri-Food Award
of Excellence for Innovation for the year 2008.
www.natunola.com
Cautionary Statements:
This news release contains forward-looking statements and
information ("forward looking statements") within the meaning of
applicable securities laws relating to the proposal to complete the
proposed plan of arrangement and associated transactions (including
the private placement financing), including statements regarding
the terms and conditions of the proposed plan of arrangement and
associated transaction. Readers are cautioned to not place undue
reliance on forward-looking statements. Actual results and
developments may differ materially from those contemplated by these
statements depending on, among other things, the risks that the
parties will not proceed with the proposed plan of arrangement and
associated transactions, that the ultimate terms of the proposed
plan of arrangement and associated transactions will differ from
those that currently are contemplated, and that the proposed plan
of arrangement and associated transactions will not be successfully
completed for any reason (including the failure to obtain the
required approvals or clearances from regulatory authorities or to
complete the concurrent financing). Furthermore, the
forward-looking statements contained in this document are made as
of the date of this document and, except as required by applicable
law and neither Advitech nor Natunola does not undertakes 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 forward-looking statements
contained in this document are expressly qualified by this
cautionary statement.
Neither 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 or
accuracy of this release.
Contacts: Dr. Nam Fong Han President & Chief Executive
Officer Natunola Health Biosciences Inc. (613) 774-9998 Michael
Stangel President and Chief Executive Officer Advitech Inc.
418-948-4084 215-604-0631 info@advitech.com
Natunola Health Biosciences In (TSXV:NHI)
Historical Stock Chart
From May 2024 to Jun 2024
Natunola Health Biosciences In (TSXV:NHI)
Historical Stock Chart
From Jun 2023 to Jun 2024