/THIS NEWS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT
FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES, AND DOES NOT
CONSTITUTE AN OFFER TO SELL SECURITIES AND NEITHER NEW WORLD OR
PERIMETER IS SOLICITING AN OFFER TO BUY THE SECURITIES DESCRIBED
HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED
STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT
THEREFROM./
VANCOUVER, June 4, 2019 /CNW/ - New World Resource Corp.
(TSX.V:"NW") ("New World") is pleased to announce that it has
entered into a definitive arrangement agreement with Perimeter
Medical Imaging Inc. ("Perimeter") pursuant to which New World and
Perimeter will amalgamate by way of a plan of arrangement and the
current security holders of each corporation will become security
holders of the resulting public company (the "Resulting
Issuer"). The proposed transaction (the "Transaction") is an
arm's length transaction and will result in a reverse take-over and
change of control of New World by the shareholders of
Perimeter. The Resulting Issuer will be named Perimeter
Medical Imaging AI, Inc. and its management team will be led by
Will Rosellini, CEO and Richard Chernicoff, CFO.
Perimeter is a private Toronto-headquartered company founded in 2013
backed by Roadmap Capital. Perimeter has U.S. Food and Drug
Administration (FDA) 510(k) clearance to market its OTIS™ tissue
imaging system for high resolution margin visualization of excised
tissue in real-time, during surgeries. Perimeter is developing an
AI-based, interactive, decision-support software to assist surgeons
in identifying regions of interest for further assessment, in
images generated in real time.
Since signing the 12 March 2019
letter of intent with New World, Perimeter has:
- Received FDA 510(k) clearance for its OTIS™ 2.0 system
- Completed a $1.8 million
investment round
- Appointed Anthony Holler, M.D.,
to its board of directors.
Dr. Holler, who is also an investor in Perimeter, commented:
"Significant opportunities exist to improve the surgical removal of
cancerous tumors by providing real-time imaging feedback during the
procedure. For example, in North
America a significant number of women who have a procedure
to remove a cancerous lump in their breast will require a second
surgery. Perimeter's technology has the potential to identify
regions of interest for the surgeon to evaluate for additional
removal and could lower the number of cases that require a
follow-on surgery. I am hopeful that Perimeter's technology will
eventually be used in any cancer surgery where margin assessment
and tissue preservation are important."
The Transaction
Pursuant to the plan of arrangement, at the effective time of
the Transaction, (i) New World will distribute to its shareholders,
on a pro-rata basis, for every two New World shares owned of
record, one warrant to purchase one share of the Resulting Issuer
at an exercise price of $0.90 per
share (the "Warrants"); (ii) immediately following the distribution
of the Warrants, New World and Perimeter will be amalgamated and
the issued and outstanding shares of each of New World and
Perimeter will be exchanged for common shares in the Resulting
Issuer according to an exchange ratio described in more detail
below; and (iii) outstanding options and warrants of Perimeter will
become options and warrants to purchase common shares of the
Resulting Issuer. Additionally, the arrangement will effect a 1 for
3 reverse stock split of the New World shares.
The exchange ratio for the existing New World and Perimeter
shareholders is determined by a formula based on the relative
deemed values assigned to New World and Perimeter. New World's
deemed value will be between $4.9 and
$6.0 million depending on the amount
of net cash of New World at closing (the maximum valuation will
occur if New World has at least $880,000 in net cash at closing). Perimeter's
deemed value will be based on $0.25
per Perimeter common share outstanding immediately prior to
closing, resulting in a deemed value currently anticipated to be
approximately $34 million prior to
giving effect to any concurrent financing.
There are currently 13,299,045 outstanding New World common
shares (there will be 13,699,045 New World common shares if the
shares-for-debt transaction described below is completed). There
are currently approximately 133 million pre-reverse split Perimeter
fully diluted shares. On a pro forma basis, had the Transaction
been consummated as of the date of this press release, the
shareholders of New World would receive approximately 6.5 million
common shares of the Resulting Issuer, or approximately 16% of the
Resulting Issuer's pro forma fully diluted shares (assuming full
exercise of the Warrants), and the shareholders of Perimeter would
receive approximately 35.1 million common shares of the Resulting
Issuer, or approximately 84% of the Resulting Issuer's pro forma
fully diluted shares (assuming full exercise of the Warrants and
without giving effect to any financing).
The Warrants to be distributed to New World Shareholders will
have a two-year term and if all of the Warrants were exercised, the
Resulting Issuer would receive approximately $1.9 million of gross proceeds.
About Perimeter
Perimeter is developing, with plans to commercialize, advanced
imaging tools that allow surgeons, radiologists and pathologists to
better assess microscopic tissue structures during a clinical
procedure. Perimeter's OTIS™ platform is an FDA-cleared
point-of-care imaging system that provides clinicians the ability
to visualize tissue microstructure in real time, during clinical
procedures that currently rely on clinician sight or physical
inspection for decision making during the procedure, or pathology
confirmation hours or days later. The platform is comprised of:
- a wide-field optical coherence tomography (OCT) imaging console
that provides a rapid subsurface map of up to a 10 x 10 cm surface
area;
- a single use consumable that is comprised of an optical imaging
window and a tissue immobilization system that enables the
orientation and imaging of a range of size, shape and/or density of
specimen; and
- a proprietary tissue imaging atlas for clinician training and
reference.
In addition, Perimeter is developing advanced artificial
intelligence/machine learning image assessment tools that increase
the efficiency of review.
Management Team and Board of Directors
Upon completion of the Transaction, it is anticipated that all
of the directors and officers of New World will be replaced by
nominees of Perimeter. Details regarding the anticipated directors
and officers of the Resulting Issuer are set forth below.
Additional or substitute directors or officers may be added to the
board of directors or management of the Resulting Issuer in the
normal course and once identified, information with respect to the
proposed additional directors or officers will be included in a
subsequent news release or the joint information circular for the
Transaction.
Will Rosellini - Chief
Executive Officer and Director
Will Rosellini is the CEO of
Perimeter. He previously founded Nexeon Medsystems, Inc., a medical
device manufacturing company that went public in 2017. Before
that, he founded and led Lexington Technology Group, LLC, a
database company commercializing an electronic health record
database solution to an exit ("DSS" NYSE). He also founded Sarif
Biomedical LLC, a stereotactic cancer microsurgery company with IP
spun-out of Medtronic and led the company to an exit with Marathon
Patent Group, Inc. ("MARA" NSDQ). He subsequently served on
the Marathon board of directors and chaired the Audit
committee. Mr. Rosellini completed two acquisitions to form
Telemend Medical, Inc. a clinical engineering services company and
led that company to an exit in 2016. Mr. Rosellini also founded
Microtransponder, an implantable neurostimulation developer with
solutions for stroke rehabilitation in 2006. He is a former
pitcher with the Arizona Diamondbacks and holds a JD, MBA, MS of
Accounting, MS of Computational Biology, MS of Neuroscience and MS
of Regulatory Science. He was previously named GSEA Entrepreneur of
the Year, Dallas Top 40 under 40 and
received the MTBC Tech Titan award in 2010.
Richard Chernicoff - Chief
Financial Officer
Mr. Chernicoff brings to Perimeter more than twenty years of
business, capital markets and deal experience. Mr. Chernicoff
began his career as an accountant in the Los Angeles office of Ernst & Young. Mr.
Chernicoff served on the staff of the U.S. Securities and Exchange
Commission in Washington DC. Following his government service,
Mr. Chernicoff practiced law at Skadden, Arps and at Brobeck,
Phleger & Harrison, where he focused on life sciences and high
technology companies. Mr. Chernicoff ran corporate development
at SanDisk for six years. Mr. Chernicoff has served on the
board of directors of a number of public and venture-backed
companies. Most recently, Mr. Chernicoff acted as interim-CEO
of Great Elm Capital Group as it transitioned from an intellectual
property firm to a diversified holding company.
Doug Janzen – Chairman and
Director
Mr. Janzen has been involved in the Life Sciences industry for
the past 19 years. He currently is the Founder and President of
NorthView Ventures, an entity which invests in and provides
strategic advisory services to a number of technology companies.
Prior to that, he was President and CEO of Cardiome Pharma, a
NASDAQ listed drug development company that raised over
$300 million from investors and
completed over $1 billion in
licensing deals during his tenure. In 2010, Cardiome's lead
product, Brinavess, was approved and launched in Europe by Merck. Prior to that, Mr. Janzen was
an investment banker with Cormark Securities, acting as Managing
Director of Life Sciences. Mr. Janzen is a past winner of
Vancouver's Top 40 under 40 award,
is the past Chairman of Life Sciences British Columbia, has served
as a director of Biotech Canada and sits as a director on a number
of public and private boards.
Anthony Holler, M.D. –
Director
Dr. Holler has been Chairman of the Board of Directors of CRH
Medical Corporation ("CRH") since December
2005. He also serves as the CEO and Chairman of the Board of
Directors for Sunniva Inc. Prior to joining CRH, Dr. Holler was one
of the founders of ID Biomedical Corporation ("ID Biomedical"). Dr.
Holler held a number of executive positions with ID Biomedical,
including Chief Executive Officer until the company was acquired by
GlaxoSmithKline plc in December 2005
for $1.7 billion. Dr. Holler was also
Chairman of Corriente Resources Inc., which sold for approximately
$700 million to CRCC-Tongguan
Investment Co. in 2010. Before his involvement in public markets,
Dr. Holler served as an Emergency Physician at University Hospital
at the University of British Columbia.
He holds a Bachelor of Science Degree and an M.D. from the
University of British Columbia.
Suzanne Foster –
Director
Mrs. Foster is a proven business leader, a breast cancer
survivor, and a passionate patient advocate. Currently, Mrs. Foster
is President of Stanley Healthcare, a division of Stanley Black and Decker. Prior to Stanley, she
served as Vice President & General Manager of Medtronic
Transformative Solutions. There, Mrs. Foster led the development
and acquisition of several technologies that are improving the way
critical procedures are performed and thereby advancing patient
care. During her tenure at Medtronic, the business achieved
double-digit revenue growth for the past seven years and
experienced significant global market adoption. Mrs. Foster is a
frequent speaker on topics related to finding ways to advance
technology and procedural innovation in breast cancer care. In
March 2018, The National Consortium
of Breast Centers (NCBC) awarded her with their Inspiration Award,
which recognizes an individual who has gone above and beyond in the
pursuit of innovation in breast cancer care. Mrs. Foster has
also been recognized for her work in employee engagement and
diversity. Mrs. Foster has a BA in Communication from University of New Hampshire, M.Ed in Psychology
from Notre Dame College, JD Law from
Suffolk Law School and a Masters in Public Health (Law and Health
Policy) from Harvard University.
Franklyn Prendergast, MD, PhD.
– Director
Dr. Prendergast was a member of the Eli Lilly Board of Directors
from 1995 to 2017 and held senior positions within Mayo Clinic:
Chair, Department of Biochemistry & Molecular Biology; Director
for Research, Mayo Clinic Rochester; Member of the Board of
Governors for Mayo Clinic in Rochester; Mayo Clinic Board of Trustees;
Mayo Clinic's Board of Governors';
Mayo Distinguished Investigator, Emeritus Director of the Mayo
Clinic Comprehensive Cancer Center and Emeritus Director of Mayo
Center for Individualized Medicine. Dr. Prendergast also served
extensively for the National Institutes of Health, Board of
Advisors for Division of Research Grants; National Advisory General
Medical Sciences Council; Board of Scientific Advisors of National
Cancer Institute; National Cancer Advisory Board. Dr. Prendergast
received the following honors and awards: Rhodes Scholarship; DSc
Purdue University and University West
Indies, Outstanding Graduate from University West Indies;
Outstanding Graduate College of Biological Sciences from
University of Minnesota; Musgrave Gold
Medal Institute of Jamaica. Dr.
Prendergast holds a medical degree with honors from University of
West Indies and Oxford University
Rhodes Scholar M.A. degree in physiology. After his internal
medicine residency at Mayo Clinic, he obtained the Ph.D. degree in
biochemistry at University of Minnesota/Mayo
Graduate School.
Hugh Cleland –
Director
Mr. Cleland is co-founder and principal at Roadmap Capital, and
Portfolio Manager of the Roadmap Innovation Funds. Mr. Cleland has
a Bachelor of Arts (Honours, 1992/97) from Harvard University and earned his CFA designation
in 2001. He was founding portfolio manager at Northern Rivers
Capital Management ("Northern Rivers"), where he managed the
Northern Rivers Innovation Fund from May of 2001 until Northern
Rivers was acquired by BluMont Capital in February of 2010. Mr.
Cleland co-founded Roadmap Capital Inc. in the summer of 2013.
Roadmap and its investors have now invested more than $140 million in VC-stage tech companies. Sectors
include semiconductors, material sciences, and medical devices. Mr.
Cleland is now a member of the Board of Directors of Ubilite Inc,
MMB Networks and Perimeter, and is an observer on the Board of
Peraso Technologies. Prior to Northern Rivers, Mr. Cleland
also held various roles at Midland Walwyn Capital and Interward
Capital Corporation.
Imed Zine, PhD, PEng, –
Director
Dr. Zine is the Technology Principal at Roadmap
Capital. After completing an undergraduate degree in
Electrical Engineering and a Masters in RF Engineering, Dr. Zine
earned a Ph.D. in Electrical and Computer Engineering from the
University of Calgary in 2006 with a
focus on nanotechnology and MEMS engineering. Dr. Zine joined CMC
Microsystems in 2007 as a Senior Engineer in Micro and
Nanotechnology Fabrication. Dr. Zine was involved with projects
related to GaN MMIC (Microwave Monolithic Integrated Circuits)
process, MEMS and nanotechnology related products. In 2010, Dr.
Zine moved to the Business Development Department to work as a
Technology Advisor, Microsystems and Nanotechnology, where he
worked on projects in photonics, printed electronics and
packaging.
Principal Investor – Roadmap Capital
As of the date of this news release, it is anticipated that
Roadmap Capital Inc. and its managed investment vehicles
(collectively "Roadmap") will hold approximately 50% of the common
shares of the Resulting Issuer outstanding immediately following
completion of the Transaction and the concurrent financing. Roadmap
is an arm's length party to New World.
As of and from the closing of the Transaction, Roadmap and the
Resulting Issuer will be parties to a Primary Investor Agreement
which will include the following key terms and conditions:
- Resale Restrictions. Roadmap will agree to an 18 month
restricted period (the Restricted Period) during which Roadmap may
not transfer any securities held in the Resulting Issuer, subject
to customary exceptions for transfers to affiliates, transfers
approved by the board of directors of the Resulting Issuer, or
tendering to a take-over bid or other M&A transaction.
- Pre-emptive Rights. During the Restricted Period,
Roadmap will be granted pre-emptive rights to participate in any
offerings of securities by the Resulting Issuer to maintain its
pro-rata ownership.
- Registration Rights. Following the end of the Restricted
Period, Roadmap will be entitled to demand registration rights in
both Canada and the United States pursuant to which, subject
to customary terms and conditions, the Resulting Issuer must
prepare and file, on demand, a registration statement under the
U.S. Securities Act and/or a prospectus under applicable Canadian
securities laws to qualify the distribution of securities of the
Resulting Issuer held by Roadmap.
The Primary Investor Agreement will terminate if at any time
Roadmap owns fewer than 20% of the issued and outstanding common
shares of the Resulting Issuer.
Concurrent Financing; Sponsorship
New World and Perimeter are currently in discussions regarding a
potential concurrent financing. Further details regarding the
concurrent financing will be provided in a subsequent news release.
Perimeter has not yet retained a sponsor within the meaning of TSX
Venture Exchange (the TSXV) policies, however it is in discussions
with potential firms who would be able to provide sponsorship if
required.
Conditions of Closing
The Transaction is subject to customary closing conditions for
transactions of this nature as well as all requisite regulatory
approvals including approval of both New World and Perimeter's
securityholders, the acceptance of the TSXV and a final order of
the Supreme Court of British
Columbia as to the fairness of the Transaction. Perimeter is
incorporated under the Ontario Business Corporations Act and
it is also a condition of closing that it be continued under the
Business Corporations Act (British
Columbia).
Closing of the Transaction is also subject to New World
shareholders holding no more than 5% of the issued and outstanding
New World shares exercising dissent rights with respect to the
Transaction, Perimeter shareholders holding no more than 5% of the
issued and outstanding Perimeter shares exercising dissent rights
with respect to the Transaction. Either New World or Perimeter may
terminate the Arrangement Agreement if the Transaction has not been
completed on or before November 30,
2019.
If the Transaction is approved by New World's shareholders and
Perimeter's securityholders, New World and Perimeter will apply to
the court for a final order approving the Transaction and a
declaration that the Transaction is fair and reasonable to the
holders of New World securities and Perimeter securities. If
granted, it is anticipated that, subject to acceptance of the TSXV,
closing of the Transaction will take place late in the third
quarter of 2019 or in the fourth quarter of 2019.
Selected Consolidated Financial Information of
Perimeter
Perimeter has not begun commercial sales and is forecasting its
initial commercial revenues to be received during the year 2020.
Summary financial information with respect to Perimeter will be
disclosed in a subsequent news release or in the joint information
circular with respect to the arrangement.
Additional Information
New World and Perimeter will prepare a joint information
circular describing in greater detail the terms of the Transaction,
the assets and properties of New World and Perimeter, the proposed
directors and officers of the Resulting Issuer and the business to
be carried on after closing. A copy of the circular will be filed
with and available for review under New World's profile on
SEDAR.
All information contained in this news release with respect to
New World and Perimeter was supplied by the respective parties for
inclusion herein and each party and its directors and officers have
relied on the other party for all information concerning the other
party contained herein. All dollar amounts are in Canadian
dollars.
Completion of the Transaction is subject to a number of
conditions, including, but not limited to, TSXV acceptance and
shareholder approval. The Transaction cannot close until the
required shareholder and regulatory acceptance is obtained. There
can be no assurance that the Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
circular 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 New World 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.
Shares for Debt Transaction
New World is also pleased to announce a proposed shares-for-debt
transaction (the "Debt Settlement") in which New World would
issue 400,000 New World shares at a price of $0.25 per share to a director of New World in
settlement of $100,000 of debt
related to office space rent. The Debt Settlement is subject
to approval of the TSX Venture Exchange.
The Debt Settlement will be considered a related party
transaction subject to TSX-V Policy 5.9 and Multilateral Instrument
61-101. New World will be exempt from the need to obtain minority
shareholder approval and a formal valuation as required by MI
61-101 as New World is listed on the TSX Venture Exchange and the
fair market value of the shares for debt transaction does not
exceed 25% of New World's market capitalization.
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 OR
ACCURACY OF THIS RELEASE.
Cautionary Notice Concerning Forward-Looking
Statements
This news release includes certain "forward-looking statements"
under applicable Canadian securities legislation. Forward-looking
statements include, but are not limited to, statements with respect
to: the terms and conditions of the transaction, the anticipated
ownership of the Resulting Issuer, the size of the market for
Perimeter's products, the preparation of a joint information
circular, the anticipated closing of the transaction, the
anticipated completion of the Debt Settlement, future developments,
future financings and the business and operations of the Resulting
Issuer. Forward-looking statements are necessarily based upon a
number of estimates and assumptions (including: the effect of
general economic conditions, receipt of regulatory approvals, The
parties' ability to complete the transaction, and the parties'
ability to manage the risks, uncertainties and other factors listed
below) that, while considered reasonable, are subject to known and
unknown risks, uncertainties, and other factors which may cause the
actual results and future events to differ materially from those
expressed or implied by such forward-looking statements. Such
factors and assumptions include, but are not limited to: general
business, economic, regulatory, competitive, political and social
uncertainties; uncertain capital markets; uncertainties in
launching a new product and making sales of OTIS™; beginning
commercial manufacturing of OTIS™; and delay or failure to receive
shareholder, court or regulatory approvals for the transaction.
There can be no assurance that the transaction will proceed on the
terms contemplated above or at all and that such statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements. New World and Perimeter disclaim any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
SOURCE New World Resource Corp.