|By Marketwired .||
|February 19, 2014 03:38 PM EST||
TORONTO, ONTARIO -- (Marketwired) -- 02/19/14 -- Trimel Pharmaceuticals Corporation (TSX: TRL) announced today that it has entered into subscription agreements in connection with a private placement of 14,829,676 common shares ("Common Shares") for aggregate gross proceeds in the amount of $10,543,900. The issue price of the Common Shares will be $0.711 per share, equal to the "market price" of the Common Shares as of the date of acceptance of the applicable subscriptions (as calculated in accordance with the rules of the Toronto Stock Exchange ("TSX")). The Common Shares will be subject to a hold period under applicable securities laws, which will expire four months plus one day from the date of closing.
Closing of the private placement is anticipated to occur on or about February 25, 2014 and is subject to receipt of approval to list the Common Shares on the TSX. The company has not filed a material change report at least 21 days prior to the anticipated closing of the transaction as the terms of the transaction had not been established at that time.
It is anticipated that the net proceeds of the private placement will be used by the company for general working capital purposes. Following completion of the private placement, the company will have a total of 163,126,438 Common Shares outstanding.
West Face Long Term Opportunities Global Master L.P. ("West Face"), an affiliate of which holds approximately 12.64% of the company's shares, has subscribed for a total of 5,625,879 Common Shares. First Generation Capital Inc. ("First Generation"), a holder of approximately 19.86% of the company's shares and an entity affiliated with Mr. Ian Ihnatowycz (Chairman of the Board of Directors of the company), has subscribed for a total of 9,203,797 Common Shares. Such participation by West Face and First Generation constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, such participation is exempt from the valuation and minority shareholder approval requirements of MI 61-101 based on the fact that neither the fair market value of the private placement, nor the consideration paid by West Face and First Generation, exceeds 25% of the company's market capitalization.
Trimel is a specialty pharmaceutical company actively developing medications for male hypogonadism, female sexual dysfunction and various respiratory disorders. An NDA for CompleoTRT, a product utilizing Trimel's licensed bioadhesive intranasal gel technology, has been accepted for review by the FDA for regulatory approval in the United States. For more information, please visit www.trimelpharmaceuticals.com.
Notice regarding forward-looking statements:
Information in this press release that is not current or historical factual information may constitute forward looking information within the meaning of securities laws. Implicit in this information are assumptions regarding our future operational results. These assumptions, although considered reasonable by the company at the time of preparation, may prove to be incorrect. Readers are cautioned that actual performance of the company is subject to a number of risks and uncertainties, including that CompleoTRT may not be approved by the FDA or that any approval may be delayed, and could differ materially from what is currently expected as set out above. For more exhaustive information on these risks and uncertainties you should refer to our prospectus dated April 18, 2013 which is available at www.sedar.com. Forward-looking information contained in this press release is based on our current estimates, expectations and projections, which we believe are reasonable as of the current date. You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While we may elect to, we are under no obligation and do not undertake to update this information at any particular time, whether as a result of new information, future events or otherwise, except as required by applicable securities law.