Kane Biotech Announces Closing of Private Placement Offering
WINNIPEG, MANITOBA--(Marketwired - Dec 18, 2013) - Kane Biotech
Inc. (TSX-VENTURE:KNE) (the "Corporation") today announced that the
Corporation has closed its previously announced 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 has a term of two years from the date of issuance and
bears interest at a rate of 10% per annum. The Note is 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 entitles 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.
The purchaser of the Unit is 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 was 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 has not increased 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 10,211,048
(approximately 11.81% of the issued and outstanding Common
Shares).
The Note, the Warrants and any Common Shares issued upon
exercise or conversion thereof, are restricted from transfer for a
period of four months and a day from the date hereof 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 final closing of the Offering is subject to the approval of
the TSX Venture Exchange.
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
ThindalPresident604-566-9236604-488-9875 mobilekam@puread.ca
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