Kane Biotech Announces Extension of Warrants and Private Placement
Offering
WINNIPEG, MANITOBA--(Marketwired - Dec 6, 2013) - Kane Biotech
Inc. (TSX-VENTURE:KNE) (the "Corporation") today announced that it
has amended the terms of its 18,035,000 share purchase warrants
(the "December 2012 Warrants") issued on December 14, 2012 by
extending the expiry thereof from December 14, 2013 to January 31,
2014. The TSX Venture Exchange has granted its approval for the
extension to the term of the December 2012 Warrants. The
Corporation will send a notice to all holders of December 2012
Warrants notifying them of the extension to the term of the
December 2012 Warrants.
The Corporation also announces the intention of the Corporation
to undertake a non-brokered private placement offering (the
"Offering") of a single unit (the "Unit") comprised of a $500,000
principal amount 2 year 10% convertible redeemable unsecured note
(the "Note") and 4,000,000 share purchase warrants ("Warrants") for
gross proceeds of $500,000.
The Note will have a term of two years from the date of issuance
and bear interest at a rate of 10% per annum. The Note will be
redeemable at any time at the option of the Corporation at an
amount equal to the face value of the Note, plus all accrued and
unpaid interest, subject to the right of the Note holder to convert
the Note into common shares of the Corporation ("Common Shares")
prior to the date of redemption. The Corporation may elect to pay
the interest on the Note or the redemption price of the Note in
Common Shares, in lieu of cash, at the market price of the Common
Shares on such interest payment date or redemption date, subject to
the approval of the TSX Venture Exchange. The Note may be converted
at the option of the Note holder into Common Shares at a price of
$0.15 per Common Share at any time until maturity of the Note.
Each Warrant shall entitle the holder thereof to purchase one
Common Share at a price of $0.095 for a period of two years from
the date of issuance.
It is anticipated that the purchaser of the Unit will be Philip
Renaud, a director and the Chairman of the Corporation. As Mr.
Renaud is a director and Chairman of the Corporation, the Offering
is considered to be a "related party transaction" for the purposes
of Multilateral Instrument 61-101 Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). In
accordance with MI 61-101, the Corporation is not required to
obtain a formal valuation or minority approval of the Offering due
to the fact that it may rely on an exemption to those requirements
contained in MI 61-101, namely that the fair market value of the
Offering is not more than 25% of the market capitalization of the
Corporation.
The Offering has been unanimously approved by the directors of
the Corporation other than Mr. Renaud. Mr. Renaud abstained from
voting on the resolution to approve the Offering and did not
participate in the decision by the Corporation to undertake the
Offering. The completion of the Offering will not immediately
increase Mr. Renaud's ownership of Common Shares of the
Corporation. However, if Mr. Renaud were to convert the entire
amount of the Note into Common Shares and exercise all of the
Warrants issued to him, he would increase the number of Common
Shares held by him from 2,877,715 (approximately 3.63% of the
issued and outstanding Common Shares) to 10,218,048 (approximately
11.82% of the issued and outstanding Common Shares).
The Note, the Warrants and any Common Shares issued upon
exercise or conversion thereof, will be restricted from transfer
for a period of four months and a day from the closing date of the
Offering in accordance with applicable securities laws and the
policies of the TSX Venture Exchange.
The net proceeds of the Offering will be used for the
Corporation's research and development program and for working
capital purposes.
The Offering is subject to receipt of all necessary approvals,
including the approval of the TSX Venture Exchange. It is
anticipated that the closing of the Offering will take place in the
upcoming weeks.
About Kane Biotech Inc.
Kane Biotech is a biotechnology company engaged in the
development of products to prevent and disperse biofilms. Biofilms
develop when bacteria, and other microorganisms, form a protective
matrix that acts as a shield against attack. When in a biofilm,
bacteria become highly resistant to antibiotics, biocides,
disinfectants, high temperatures and host immune responses. This
resiliency contributes to human health problems such as recurrent
urinary tract infections, medical device associated infections and
tooth decay.
Kane Biotech uses a patent protected technology based on
molecular mechanisms of biofilm formation and methods for finding
compounds that inhibit or disrupt biofilms. The Corporation has
evidence that this technology has potential to significantly
improve the ability to prevent and/or destroy biofilms in several
medical and industrial applications.
The TSX Venture Exchange does not accept responsibility for
the adequacy or accuracy of this release.
Caution Regarding Forward-Looking Information
Certain statements contained in this press release
constitute forward-looking information within the meaning of
applicable Canadian provincial securities legislation
(collectively, "forward-looking statements"). These forward-looking
statements relate to, among other things, our objectives, goals,
targets, strategies, intentions, plans, beliefs, estimates and
outlook, including, without limitation, our anticipated future
operating results, and can, in some cases, be identified by the use
of words such as "believe", "anticipate", "expect", "intend",
"plan", "will", "may" and other similar expressions. In addition,
any statements that refer to expectations, projections or other
characterizations of future events or circumstances are
forward-looking statements.
These statements reflect management's current beliefs and
are based on information currently available to management. Certain
material factors or assumptions are applied in making
forward-looking statements, and actual results may differ
materially from those expressed or implied in such statements.
Important factors that could cause actual results to differ
materially from these expectations include, among other things: the
Corporation's early stage of development, lack of product revenues
and history of operating losses, uncertainties related to clinical
trials and product development, rapid technological change,
uncertainties related to forecasts, competition, potential product
liability, additional financing requirements and access to capital,
unproven markets, supply of raw materials, income tax matters,
management of growth, partnerships for development and
commercialization of technology, effects of insurers' willingness
to pay for products, system failures, dependence on key personnel,
foreign currency risk, risks related to regulatory matters and
risks related to intellectual property and other risks detailed
from time to time in the Corporation's filings with Canadian
securities regulatory authorities, as well as the Corporation's
ability to anticipate and manage the risks associated with the
foregoing. The Corporation cautions that the foregoing list of
important factors that may affect future results is not exhaustive.
When relying on the Corporation's forward-looking statements to
make decisions with respect to the Corporation's, investors and
others should carefully consider the foregoing factors and other
uncertainties and potential events.
These risks and uncertainties should be considered carefully
and prospective investors should not place undue reliance on the
forward-looking statements. Although the forward-looking statements
contained in this press release are based upon what management
believes to be reasonable assumptions, the Corporation cannot
provide assurance that actual results will be consistent with these
forward-looking statements. The Corporation undertakes no
obligation to update or revise any forward-looking
statement.
Kane Biotech Inc.Gord FroehlichPresident &
CEO204-477-7592204-474-7552ir@kanebiotech.comwww.kanebiotech.comPure
Advertising and MarketingKam ThindalPresident604-566-9236Mobile:
604-488-9875kam@puread.ca
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