|By Marketwired .||
|August 8, 2014 09:09 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 08/09/14 -- biOasis Technologies Inc. (TSX VENTURE:BTI)(OTCQX:BIOAF)(the "Company") announces a non-brokered private placement of up to 1,600,000 units (each a "Unit") at a price of $0.95 per Unit of gross proceeds of up to $1,520,000 with an overallotment of up to 20%. Each Unit will consist of one common share and one common share purchase warrant (each a "Warrant"). Each Warrant entitles the holder to purchase one additional common share of the Company at a price of $1.20 per share for a period of twelve months from the date of closing, subject to an exercise acceleration clause. Under the exercise acceleration clause, which the Company may exercise once the Units are free of resale restrictions and if the Company's shares are trading at or above a volume weighted average price of $1.40 for 10 consecutive trading days, the Warrants will expire upon 30 days from the date the Company provides notice in writing to the Warrant holders via a news release. Certain directors and officers of the Company intend to acquire the Units under the Private Placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61 -101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to, or the consideration paid by such persons, will exceed 25% of the Company's market capitalization.
The proceeds from the sale of units will be added to working capital in furtherance of the Company's business. A finder's fee of up to 8% of the proceeds from the sale of units may be paid in cash in connection with the private placement. The securities to be issued under the placement will be subject to a four-month hold period and the placement is subject to the acceptance of the TSX Venture Exchange.
"Our objective, and importantly the timing of this placement, is to ensure that there are no interruptions to upcoming work programs to enable us, without financial pressure, to confidently continue discussions with potential industry partners and to ensure that the company has sufficient working capital well beyond twelve months," said Rob Hutchison CEO.
biOasis Technologies Inc. is a biopharmaceutical company headquartered in Vancouver, Canada. Based on Transcend, biOasis proprietary brain delivery platform, the company is focused on creating new drugs that can cross the BBB to address unmet medical needs in the treatment of brain diseases such as neurodegeneration, metastatic cancer and metabolic diseases. biOasis trades on the OTCQX under the symbol "BIOAF" and on the TSX Venture Exchange under the symbol "BTI". For more information about the company please visit www.bioasis.ca.
Forward Looking Statements
Certain statements in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 or forward-looking information under applicable Canadian securities legislation that may not be based on historical fact, including without limitation statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect" and similar expressions. Such forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause our actual results, events or developments, or industry results, to be materially different from any future results, events or developments express or implied by such forward-looking statements or information. Such factors include, among others, our stage of development, lack of any product revenues, additional capital requirements, risk associated with the completion of clinical trials and obtaining regulatory approval to market our products, the ability to protect our intellectual property, dependence on collaborative partners and the prospects for negotiating additional corporate collaborations or licensing arrangements and their timing. Specifically, certain risks and uncertainties that could cause such actual events or results expressed or implied by such forward-looking statements and information to differ materially from any future events or results expressed or implied by such statements and information include, but are not limited to, the risks and uncertainties that: products that we develop may not succeed in preclinical or clinical trials, or future products in our targeted corporate objectives; our future operating results are uncertain and likely to fluctuate; we may not be able to raise additional capital; we may not be successful in establishing additional corporate collaborations or licensing arrangements; we may not be able to establish marketing and the costs of launching our products may be greater than anticipated; we have no experience in commercial manufacturing; we may face unknown risks related to intellectual property matters; we face increased competition from pharmaceutical and biotechnology companies; and other factors as described in detail in our filings with the Canadian securities regulatory authorities at www.sedar.com. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements and information, which are qualified in their entirety by this cautionary statement. All forward-looking statements and information made herein are based on our current expectations and we undertake no obligation to revise or update such forward- looking statements and information to reflect subsequent events or circumstances, except as required by law.
On Behalf of the Board of Directors
Rob Hutchison, Chairman & CEO
"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"