Vancouver, British Columbia--(Newsfile Corp. - March 14, 2019) - Vanity Capital Inc. (TSXV: VYC) (the "Company") and XynaRx Pharmaceuticals Corp. ("XynaRx") are pleased to announce the entering into of an arm's length binding letter of intent (the "LOI") accepted effective March 11, 2019, pursuant to which the Company will acquire all of the issued and outstanding shares in the capital of XynaRx. The previously announced non-binding letter of intent between the Company and Akseera Pharma Corp. was terminated by agreement between the parties.
It is currently anticipated that the Transaction will be effected by way of a three-cornered amalgamation involving a newly formed wholly owned subsidiary of the Company (the "Transaction"). The resulting issuer that will exist upon completion of the Transaction (the "Resulting Issuer") will change its business from mining to life sciences. The final structure of the Transaction will be determined by the parties following receipt of tax, corporate and securities law advice. Upon the closing of the Transaction (the "Closing") and the concurrent Offering defined below, it is expected that current shareholders of the Company will hold 13.53 percent of the common shares of the Resulting Issuer (the "Resulting Issuer Shares") and current shareholders of XynaRx will hold 78.61 percent of the Resulting Issuer Shares (on a non-diluted basis) (the "Consideration Shares"). The Consideration Shares held by the directors, officers and insiders of XynaRx will be subject to escrow requirements by the applicable stock exchange and to a performance agreement as negotiated between the parties.
XynaRx is a privately held British Columbia incorporated company focused on incorporating cannabidiol ("CBD") in over-the-counter ("OTC") healthcare products and generic medication. XynaRx intends to manufacture in-house and distribute its products in global markets. Management of XynaRx has developed a pipeline to introduce 15 OTC products and generic medications with CBD as an active ingredient (the "XynaRx Products") over the next five years. Research and development will be conducted in-house for incorporating CBD in the 15 XynaRx Products and for conducting human trials.
On completion of the Transaction, all of the current officers and directors of the Company shall resign, and the Company will have the right to nominate one member to the Resulting Issuer's Board of Directors. The members of the executive management team and directors of the Resulting Issuer will be detailed within a forthcoming news release upon execution of the definitive agreement.
The Company intends to apply to the TSX Venture Exchange (the "TSXV") to have its common shares delisted from the TSXV before completion of the Transaction. The Company will seek "majority of the minority" shareholder approval (meaning officers, directors and persons holding more than 10 percent of the Company and their associates voting shares cannot vote to approve the delisting) at the special meeting of the shareholders of the Company to be held March 21, 2019.
On closing the Transaction, the Resulting Issuer will pay a finder's fee equal to five percent of the Consideration Shares in either cash and/or shares of the Resulting Issuer, as directed by XynaRx.
Completion of the Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence by each of the Company and XynaRx; execution of a definitive agreement between the Company and XynaRx in respect of the Transaction; the receipt of all necessary regulatory and third-party consents and approvals, including without limitation, acceptance of the Transaction and the common shares for trading on an Exchange; receipt of customary legal opinions; approval of the Transaction by the shareholders of XynaRx; and other actions necessary to complete the Transaction. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
More details about the Transaction and the Resulting Issuer will be provided in a detailed news release when the parties enter into a definitive agreement in respect of the Transaction. Investors are cautioned that, except as disclosed in the listing statement, information circular or any other applicable Transaction disclosure document 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 the Company should be considered highly speculative.
As a condition to the completion of the Transaction, the parties will complete a non-brokered private placement financing for aggregate gross proceeds of a minimum of $6,000,000 through the issuance of subscription receipts of XynaRx ("Subscription Receipts") at a price of $1.00 per Subscription Receipt (the "Offering"). The net proceeds of the Offering will be placed in escrow with an escrow agent on behalf of the purchasers of the Subscription Receipts and will be released to XynaRx on satisfaction of certain escrow release conditions (the "Conditions"), which will include the completion of the Transaction on or before June 30, 2019 (the "Termination Time"). Should the Conditions not be satisfied prior to the Termination Time, the Subscription Receipts will be cancelled and all proceeds from the Offering will be returned to the subscribers.
Each Subscription Receipt will entitle the holder thereof to receive, without any further action on the part of the holder or payment of any additional consideration, upon satisfaction of the Conditions prior to the Termination Time, one unit of XynaRx (each, a "Unit") consisting of one common share in the capital of XynaRx (each, a "XynaRx Share") and one common share purchase warrant (each whole common share purchase warrant, a "XynaRx Warrant"), with each XynaRx Warrant exercisable for one XynaRx Share at $1.50 per share for a period of 24 months from the date of satisfaction of the Conditions. The XynaRx Shares and XynaRx Warrants will be exchanged for like securities of the Resulting Issuer on closing of the Transaction.
The net proceeds from the Offering will be used by the Resulting Issuer to advance the business of XynaRx and general working capital.
Finder's fees of up to five percent of the subscription amounts raised in the Transaction Private Placement may be paid to an arm's length party on close of the Transaction.
The shares of the Company are currently halted from trading, and the trading of shares of the Company is expected to remain halted until delisted from the TSXV and completion of the Transaction with XynaRx.
The Company is currently a TSXV listed junior exploration company. The Company holds 69 claim units covering approximately 1,000 acres it had staked in February 2017 in the Phillips Township, Kenora District, Ontario (the "Phillips Property"). The Company intends to turn over these claims to an arm's length third party for nominal consideration if it is able to provide its shareholders with a strategic alternative to enhance shareholder value.
For further information, contact:
Chief Executive Officer
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.
This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Such forward-looking information is not representative of historical facts or information or current conditions, but instead represents only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information can be identified by the use of forward-looking terminology such as "plans," "expects" or "does not expect," "is expected," "budget," "scheduled," "estimates," "forecasts," "intends," "anticipates" or "does not anticipate," or "believes," or variations of such words and phrases or may contain statements that certain actions, events or results "may," "could," "would," "might" or "will be taken," "will continue," "will occur" or "will be achieved." The forward-looking information contained herein may include, but is not limited to, information concerning the Transaction and the XynaRx Offering, expectations regarding whether the Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied, delisting from the TSXV, the timing for completing the Transaction, expectations for the effects of the Transaction or the ability of the Resulting Issuer to successfully achieve its business objectives, expectations regarding whether the XynaRx Offering will be consummated, and expectations for other economic, business and/or competitive factors.
By identifying such information in this manner, the Company is alerting the reader that such information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information. In addition, in connection with the forward-looking information contained in this news release, the Company has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information is the following: the ability to consummate the Transaction and the XynaRx Offering; the ability to delist from the TSXV; the ability to obtain requisite regulatory and securityholder approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; the ability to satisfy the conditions to the consummation of the XynaRx Offering or to the conversion of the Subscription Receipts; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Transaction and the XynaRx Offering. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information is reasonable, undue reliance should not be placed on such information, and no assurance or guarantee can be given that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The forward-looking information contained in this news release is made as of the date of this news release, and the Company does not undertake to update any forward-looking information that is contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.
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