WINNIPEG, MB, Aug. 5, 2021 /CNW/ - Waverley Pharma Inc.
("Waverley Pharma" or the "Company") (TSXV: WAVE), a
Canadian pharmaceutical company, is pleased to announce that it has
entered into an agreement with Steinbach Credit Union Limited
("SCU") pursuant to which SCU has agreed to make available
to the Company a line of credit for maximum aggregate proceeds of
$3,000,000 (the "Credit
Facility"). The Credit Facility carries a floating interest
rate on standard commercial terms and is repayable as to principal
amount drawn and accrued and unpaid interest thereon upon demand.
The current interest rate payable under the Credit Facility is
3.45% per annum, calculated daily, not in advance, as well after as
before maturity, default and judgment.
As security for the Company's obligations under the Credit
Facility, Dr. Albert Friesen, a
director and controlling shareholder of the Company, has agreed to
provide the collateral for the loan and to guarantee the Company's
obligations under the Credit Facility (collectively, the
"Collateral and Guarantee"). The Collateral and
Guarantee are being provided directly by Dr. Friesen in his
personal capacity and indirectly by Dr. Friesen through ADF Family
Holding Corp. and South Waverley Business and Science Centre Inc.,
entities controlled by Dr. Friesen.
In consideration for providing the Collateral and Guarantee, the
Company has agreed to issue to Dr. Friesen an aggregate of
10,000,000 non-transferable common share purchase warrants of the
Company (the "Warrants") as a loan bonus in accordance with
Policy 5.1 of the TSX Venture Exchange (the
"Exchange"). Each Warrant will entitle the holder to
acquire one common share in the capital of the Company (a
"Common Share") at an exercise price of $0.11 per share for a period of five years from
the date of issuance. The issuance of the Warrants to Dr. Friesen
is subject to the prior approval of the Exchange.
Dr. Friesen is a director and controlling shareholder of the
Company and, as a result, the issuance of the Warrants constitutes
a related party transaction as defined under Multilateral
Instrument 61-101 Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The Company relied
upon the exemptions from the formal valuation and minority
shareholder approval requirements in sections 5.5(b) – Issuer
not Listed on Specified Markets and 5.7(1)(a) – Fair Market
Value Not More Than 25 Per Cent of Market Capitalization,
respectively of MI 61-101.
In accordance with National Instrument 62-103 – The
Early Warning System and Related Take-Over Bid and Insider
Reporting Issues, Dr. Friesen will file an early warning
report (the "Early Warning
Report") regarding the change in his ownership and
control of securities of the Company.
Prior to the acquisition of Warrants, Dr. Friesen beneficially
owned or exercised control or direction over 40,292,000 Common
Shares and 175,000 stock options, representing approximately 74.61%
and 74.70% of the issued and outstanding Common Shares on an
undiluted and diluted basis, respectively. Following the
acquisition of Warrants, Dr. Friesen beneficially owns or exercises
control or direction over 40,292,000 Common Shares, 175,000 stock
options and 10,000,000 Warrants, representing approximately 74.61%
and 78.64% of the issued and outstanding Shares on an undiluted and
diluted basis, respectively.
Dr. Friesen intends to review his investment in the Company on a
continuing basis and may purchase or sell Common Shares, either on
the open market or in private transactions, in each case, depending
on a number of factors, including general market and economic
conditions and other factors and conditions that Dr. Friesen deems
appropriate. A copy of the Early Warning Report for Dr.
Friesen will be filed on the Company's profile on SEDAR
at www.sedar.com.
The Warrants and the Common Shares issuable upon the exercise of
the Warrants will be subject to a hold period expiring four months
from the date of issuance of the Warrants, in accordance with
applicable Canadian securities law.
About Waverley Pharma
Waverley Pharma is a pharmaceutical company focused on the
development and commercialization of safe, effective, and
affordable cancer therapeutics in the EU, United Kingdom and North American markets. The
Company, through its subsidiary, is currently selling three generic
oncology products in the United
Kingdom, namely capecitabine, temozolomide and erlotinib. In
addition, the Company is developing two generic oncology products
in Europe, namely pemetrexed and
bortezomib and additional products in the
United States. Waverley Pharma is committed to providing
patients with affordable prescription medicines that lower
healthcare costs and provide a better quality of life. For more
information on Waverley Pharma please visit
www.waverleypharma.com.
Neither the 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.
Forward Looking Information: Statements
contained in this press release that are not statements of
historical fact, including, without limitation, statements
containing the words "believes", "may", "plans", "will",
"estimates", "continues", "anticipates", "intends", "expects" and
similar expressions, may constitute "forward-looking information"
within the meaning of applicable Canadian and U.S. federal
securities laws (such forward-looking information and
forward-looking statements are hereinafter collectively referred to
as "forward-looking statements"). Forward-looking statements
include estimates, analysis and opinions of management of the
Company made in light of its experience and its perception of
trends, current conditions and expected developments, as well as
other factors which the Company believes to be relevant and
reasonable in the circumstances. Inherent in forward-looking
statements are known and unknown risks, uncertainties and other
factors beyond the Company's ability to predict or control that may
cause the actual results, events or developments to be materially
different from any future results, events or developments expressed
or implied by such forward-looking statements, and as such, readers
are cautioned not to place undue reliance on forward-looking
statements. Such risk factors include, among others, the Company's
potential product revenues, stage of development, additional
capital requirements, risks associated with obtaining regulatory
approval to market the Company's products, the ability to protect
its intellectual property, dependence upon collaborative partners,
changes in government regulation or regulatory approval processes,
and rapid technological change in the industry. Such statements are
based on a number of assumptions which may prove to be incorrect,
including, but not limited to, assumptions about: general business
and economic conditions; the impact of changes in Canadian-US
dollar and other foreign exchange rates on the Company's revenues,
costs and results; the timing of the receipt of regulatory and
governmental approvals for the Company's research and development
projects; the availability of financing for the Company's
commercial operations and/or research and development projects, or
the availability of financing on reasonable terms; the
uncertainties associated with the acceptance and demand for new
products and market competition. The foregoing list of important
factors and assumptions is not exhaustive. The Company undertakes
no obligation to update publicly or otherwise revise any
forward-looking statements or the foregoing list of factors, other
than as may be required by applicable legislation. Additional
discussion regarding the risks and uncertainties relating to the
Company and its business can be found in the Company's other
filings with the applicable Canadian securities regulatory
authorities.
SOURCE Waverley Pharma Inc.