Bradmer Pharmaceuticals Inc. (TSX VENTURE: BMR.H)("Bradmer")
announced today that it has entered into a letter of intent dated
February 9, 2011 to complete a business combination (the
"Transaction") with P1 Energy Corp. ("P1 Energy"). P1 Energy is a
private company based in Calgary, Alberta, with interests in 15 oil
and gas properties located in Colombia. Upon completion of the
Transaction, the combined entity will carry on the business of P1
Energy, which is the exploration for, and development and
production of, oil and gas in Colombia.
Transaction Summary
It is currently contemplated that the Transaction will be
completed by way of an amalgamation between Bradmer and P1 Energy
(the amalgamated entity being referred to herein as the "Resulting
Issuer"). Bradmer and P1 Energy are both governed by the Business
Corporations Act (Ontario). The Transaction is an arm's length
transaction and will constitute a reverse take-over under the
policies of the TSX Venture Exchange (the "TSX-V"). It is
anticipated that the Resulting Issuer will be named "P1 Energy
Corp." or such other name as may be determined by P1 Energy.
Bradmer currently has 19,659,726 common shares issued and
outstanding, as well as 499,000 stock options and 3,512,731
warrants (23,671,457 common shares on a fully-diluted basis). Under
the amalgamation, the common shares of Bradmer will be exchanged
for common shares of the Resulting Issuer on a 13.6364 for one
basis (i.e., one common share of the Resulting Issuer will be
issued in exchange for every 13.6364 common shares of Bradmer). The
exchange ratio is based on a deemed price of Cdn.$0.22 per common
share of Bradmer and a deemed price of Cdn.$3.00 per common share
of P1 Energy.
P1 Energy currently has 146,413,171 common shares issued and
outstanding, as well as 9,600,621 options, 4,583,500 performance
warrants, 2,977,929 warrants, convertible debentures (convertible
into 7,350,012 common shares, subject to adjustment depending on
the date of completion of the Transaction) and obligations to issue
up to 2,843,600 common shares pursuant to asset acquisition
agreements (173,768,834 common shares on a fully-diluted basis).
Under the amalgamation, each common share of P1 Energy will be
exchanged for one common share of the Resulting Issuer.
All outstanding convertible securities of Bradmer and P1 Energy
(including all outstanding options and warrants) will be exchanged,
subject to regulatory approval, for convertible securities of the
Resulting Issuer having economically equivalent terms and
conditions.
Following the completion of the Transaction (based on the
outstanding share capital of each of Bradmer and P1 Energy as of
the date hereof), approximately 147,854,880 common shares will be
issued and outstanding (175,504,734 common shares on a
fully-diluted basis). Bradmer shareholders will hold common shares
representing approximately 1% of the outstanding common shares of
the Resulting Issuer following the completion of the
Transaction.
The letter of intent is non-binding with respect to commercial
terms, but includes binding obligations typical in the
circumstances, including those relating to a period of exclusive
dealing and confidentiality. The proposed Transaction is subject to
a number of terms and conditions, including the entering into by
the parties of a definitive agreement with respect to the
Transaction (such agreement to include representations, warranties,
conditions and covenants typical for a transaction of this nature),
the completion of satisfactory due diligence investigations, the
approval of the directors of each of Bradmer and P1 Energy, the
approval of the shareholders of Bradmer, the approval of the
shareholders of P1 Energy and the approval of the TSX-V and other
applicable regulatory authorities.
The parties intend that the Resulting Issuer will be listed on
the TSX-V as an Oil and Gas Issuer following completion of the
Transaction. Trading in the common shares of Bradmer will remain
halted pending the satisfaction of all applicable requirements of
the TSX-V. There can be no assurance that trading in the common
shares of Bradmer will resume prior to the completion of the
Transaction. Further details concerning the Transaction, P1 Energy
(including additional financial information and technical
information respecting the assets of P1 Energy) and other matters
will be announced if and when a definitive agreement is
reached.
Information Concerning P1 Energy
P1 Energy is an oil exploration, development and production
company focused on leveraging production from its light oil assets
in the Llanos basin to maximize the growth and development of its
significant heavy oil assets in Colombia's Middle Magdalena and
Putumayo basins. P1 Energy has an interest in over 1.1 million net
acres in Colombia across three prolific basins.
On December 20, 2010, P1 Energy completed an amalgamation with
APO Energy Inc., a private Toronto-based company with operations in
Colombia. Immediately prior to the completion of the amalgamation,
the proceeds of a subscription receipt financing conducted by P1
Energy on December 2, 2010, at Cdn$2.75 per subscription receipt
and for gross proceeds of Cdn$50.9 million, were released from
escrow.
Selected Financial Information
Bradmer currently has approximately Cdn$1.4 million in cash and
no material outstanding or accrued liabilities or commitments
(unaudited).
P1 Energy currently has approximately Cdn$25.5 million in cash.
P1 Energy's only debt consists of US$21.8 million in convertible
debentures (bearing interest at 12% per annum and maturing
September 30, 2013) (unaudited).
Management and Board of Directors of Resulting Issuer
Upon completion of the Transaction, it is anticipated that the
board of directors and management of the Resulting Issuer will
include the persons identified below.
David Stangor - President, Chief Executive Officer and
Director
Mr. Stangor recently joined P1 Energy as President, CEO and
Executive Director. Mr. Stangor brings 30 years of exploration and
production experience with 13 years in international operations
management roles. Prior to joining P1 Energy, Mr. Stangor served as
VP Worldwide Engineering and Non-operated Assets for Occidental
Petroleum (09-10). He served as Occidental's President and General
Manager in Colombia (06-09) where he grew Occidental's Colombian
production 15% to 120,000 barrels of oil per day ("BOPD") through a
focused expansion of near-in exploration, accelerated development,
and new opportunities with Ecopetrol. Previously, Mr. Stangor
enjoyed a diversified career working with Unocal Corporation from
1979 - 2005 in Indonesia, Singapore, California and Alaska. He
holds a degree in Chemical & Materials Engineering from
California State Polytechnic Institute.
Abby F. Badwi - Chairman and Director
Mr. Badwi has been a director of P1 Energy since March 2010. Mr.
Badwi is an international energy executive and professional
geologist with more than 40 years experience in the exploration,
development and production of oil and gas fields in North America,
South America, Europe, Asia and the Middle East. Mr. Badwi is
President & CEO of Bankers Petroleum Ltd. (TSX) an oil and gas
company with operations in Albania. From 2005 until September 2007,
he was President and CEO of Rally Energy Corp. (TSX), an oil and
gas company with operations in Egypt, Pakistan and Canada. Mr.
Badwi has been an officer and director of several Canadian public
and private companies and is currently a director of Bankers
Petroleum Ltd. and Valeura Energy Inc. (TSX). He holds a degree in
Geology and Chemistry from the University of Alexandria, Egypt.
Doug Urch - Director
Mr. Urch has been a director of P1 Energy since May 2010. Mr.
Urch is the Executive Vice President, Finance and CFO of Bankers
Petroleum Ltd. (TSX) which operates heavy oil fields in Albania
with current production in excess of 12,000 BOPD. Mr. Urch brings
more than 30 years of industry experience. From Sept 2000 - Jan
2008 he was VP, Finance and CFO of Rally Energy Corp. (TSX), a
company with heavy oil operations in Egypt. Mr. Urch is currently a
director and Audit Committee Chairman of Petrodorado Energy Ltd.
(TSX-V) and has provided financial management for a variety of
public and private companies (Mohave Exploration & Production
Inc., Sunshine Oilsands Ltd. , Barrington Petroleum Ltd. (TSX),
TriGas Exploration Inc. and Ryerson Oil and Gas). He has a Commerce
degree from the University of Calgary and also holds the CMA
designation.
Ronald Pantin - Director
Mr. Pantin has been the CEO and a director of Pacific Rubiales
Energy Corp. (TSX) since May 2007. Prior to that he was CEO of
Pacific Stratus Energy Ltd. (TSX-V) He has served as CEO and
President of Consolidated AGX Resources Corp., President of PDVSA
Services and has been active in the Venezuelan oil industry for 23
years. He began his professional career with Maraven where he
served in progressive positions from 1977 to 1990, including
Exploration & Production Planning Manager, Petroleum
Engineering Manager, Treasurer, Operations Manager of Production
Division. Mr. Pantin has been a director of Pacific Stratus Energy
Ltd., Pacific Rubiales Energy Corp. and Consolidated AGX Resources
Corp. He serves as a Member of Advisory Board at Petroamerica Oil
Corp. (TSX-V) He holds degrees Petroleum Engineering and Management
Science from Mississippi State University and Masters Degrees in
Petroleum & Industrial Engineering from Stanford
University.
Richard Naden - Vice-President, Production and Engineering
Mr. Naden joined P1 Energy in June 2010 as VP Production &
Engineering. Prior to joining P1 Energy he has worked as a
consultant in such roles as Interim President, COO and General
Manager for companies operating in Canada, Albania and Bahrain
(04-10). He worked for Baytex Energy Trust in successive roles
culminating as VP Engineering & Operations (03-04), VP
Production (97-03) and VP Operations (96-97). Richard was
instrumental in the growth of Baytex's production from 15,000 BOPD
in 1997 to over 43,000 BOPD by 2003 He has served in several
Engineering and management roles for Sceptre Resources (85-96) and
Dome Petroleum (81-85). He holds a degree in Mechanical Engineering
from the University of Calgary.
Aaron Stein - Vice-President, Business Development
Mr. Stein joined P1 Energy in March 2010 as VP Business
Development and Investor Relations. Prior to joining P1 Energy, he
has worked as a consultant in such roles as Business Unit Director,
Director and VP Business Development and Investor Relations for
companies operating in Canada, US, Egypt, China, Japan, UK (07-10).
He worked for Invitrogen Corporation (now Life Technologies) in
successive roles culminating as Business Unit Director (04-07). He
brings proven strategic planning and execution skills from start-up
to large publicly traded companies with M&A and licensing
exposure. He holds several science degrees from the University of
Western Ontario and an MBA from Queen's University.
It is anticipated that one or more additional directors may be
identified prior to the completion of the Transaction to serve on
the board of directors of the Resulting Issuer, such additional
director or directors to be identified by P1 Energy. Additionally,
P1 Energy expects to identify individuals to serve as Chief
Financial Officer and Corporate Secretary of the Resulting Issuer
prior to the completion of the Transaction.
P1 Energy has an experienced technical and administrative team
of over 40 individuals located in Colombia and in Canada.
Sponsorship
The proposed Transaction is subject to the sponsorship
requirements of the TSX-V, unless an exemption from those
requirements is granted by the TSX-V. P1 Energy intends to apply
for an exemption from the sponsorship requirements; however, there
can be no assurance an exemption will be obtained. If an exemption
from the sponsorship requirements is not obtained, a sponsor will
be identified at a later date. An agreement to act as sponsor in
respect of the Transaction should not be construed as any assurance
with respect to the merits of the Transaction or the likelihood of
its completion.
Information Concerning Bradmer
Until the first quarter of 2009, Bradmer was focused on the
development of a new treatment for glioblastoma multiforme, the
most common and advanced form of primary brain cancer.
Specifically, Bradmer's goal was to advance a program utilizing a
radioactive drug, termed Neuradiab®, targeting cancer cells from
its early stage clinical evaluation at a single clinical centre to
a large multi-centre clinical trial under the auspices of the
United States Food & Drug Administration, in an effort to
facilitate commercialization of this product. Bradmer's Phase III
clinical trial for Neuradiab was suspended in March 2009. By the
end of 2009, all significant business activities and operations had
been terminated. In March 2010, the common shares of Bradmer were
de-listed from the TSX, for failure to meet TSX minimum listing
requirements, and the listing of the common shares was transferred
to the NEX Board of the TSX-V.
Neuradiab was developed at Duke University and Bradmer's rights
to the Neuradiab technology are derived from a license agreement
dated September 26, 2005 between Duke University and Bradmer. Prior
to, or concurrent with, the completion of the Transaction, Bradmer
intends to return to Duke University all of its rights in respect
of the Neuradiab technology and terminate its license agreement
with Duke University with the result that Bradmer will have no
further obligations to Duke University.
Cautionary statements
All but one of the participating interests in properties in
Colombia held by P1 Energy are held privately and are subject to
formalization (recognition by either the Colombian Agencia Nacional
de Hidrocarburos (ANH) or Ecopetrol S.A.). Formal recognition by
ANH and Ecopetrol S.A. is subject to meeting certain legal,
financial and technical criteria established by ANH and there is no
certainty as to when such formalization and recognition will be
achieved.
Many of the interests are also held pursuant to preliminary or
conditional documentation with the assignor/farmor and are subject
to further definitive agreements and conditions, and there is no
certainty as to when such definitive documents will be completed or
if the conditions will be satisfied.
Forward-looking statements
This news release contains certain "forward looking statements"
including, for example, statements relating to the completion of
the proposed Transaction, the ability of P1 Energy to complete
definitive documentation in respect of certain acquisitions and
assets and the ability of P1 Energy to achieve formal recognition
and approval from the ANH and other partners/third parties (where
required). Such forward-looking statements involve risks and
uncertainties, both known and unknown. The results or events
depicted in these forward-looking statements may differ materially
from actual results or events. In addition to other factors and
assumptions which may be identified herein, assumptions have been
made regarding and are implicit in, among other things: receipt of
government and third party approvals in respect of transferring
assets, the state of the capital markets; tax issues associated
with doing business internationally, the ability of P1 Energy to
successfully manage the political and economic risks inherent in
pursuing oil and gas opportunities in Colombia; and the ability of
P1 Energy to obtain qualified staff, equipment and services in a
timely and cost efficient manner to develop its business. Any
forward-looking statement speaks only as of the date of this news
release and, except as may be required by applicable securities
laws, Bradmer and P1 Energy disclaim any intent or obligation to
update any forward-looking statement, whether as a result of new
information, future events or results or otherwise.
All information contained in this press release relating to P1
Energy was provided by P1 Energy to Bradmer for inclusion herein.
Bradmer has not independently verified such information and shall
bear no liability for any misrepresentation contained therein.
Completion of the Transaction is subject to a number of
conditions, including, but not limited to, acceptance by the TSX-V
and disinterested shareholder approval (if applicable). 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.
Investors are cautioned that, except as disclosed in the
management information circular of Bradmer 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 Bradmer should be considered to be highly speculative.
The 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.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION PROVIDER (AS
THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE)
ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE.
Contacts: P1 Energy Corp. Aaron Stein 1-403-984-4224 x 302
ir@p1energycorp.com P1 Energy Corp. David Stangor 1-403-984-4224
dstangor@p1energycorp.com Bradmer Pharmaceuticals Inc. Paul Van
Damme 1-305-746-4392 pvandamme@bradmerpharma.com
Bradmer Pharmaceuticals (TSXV:BMR.H)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Bradmer Pharmaceuticals (TSXV:BMR.H)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024