|
News Release
MARCH 14, 2001
Edmonton, Alberta EquiTech Corporation (" EquiTech"), a capital pool company, announces that it has signed an arm's length letter of intent dated March 8, 2001, whereby the shareholders of Zagros Pharma Limited (" Zagros") have agreed to exchange 100% of their Zagros shares for common shares (the "Transaction Shares") in EquiTech (the "Transaction"). The Transaction Shares will be subject to escrow restrictions in accordance with the policies of the Canadian Venture Exchange and hold periods under applicable securities legislation.
EquiTech shares valued at $750,000 shall be transferred to the vendors in exchange for their Zagros shares, in proportion to their respective shareholdings in Zagros, within seven days of approval of EquiTech shareholders at a meeting called for the purpose of approving the Transaction. These shares will be valued at the weighted average trading price per share as reported by the Canadian Venture Exchange for the five trading days prior to the dissemination of a news release announcing this agreement in principle. This first tranche is 1,102,941 shares at a deemed price of $0.68 per share. EquiTech shares valued at $250,000 will be transferred to the vendors, in proportion to their respective shareholdings in Zagros, within a reasonable time following the issuance of a United States patent and filing of PCT applications. Zagros has already filed for a United States patent for this technology. This technology makes possible improved approaches for the treatment of pain specifically, a technology enabling delivery of analgesics in a faster, more effective oral delivery. The EquiTech share price for this tranche shall be the weighted average price per share of EquiTech shares as reported by the Canadian Venture Exchange for the five trading days following the day that a United States patent for such technology is issued. A further press release will be made upon issuance of this second tranche.
Zagros, an Edmonton-based Biotechnology company, led by researcher and pharmacist Dr. F. Jamali, was incorporated on November 27, 1997, and is focused on fast acting analgesic drugs. Current pain relieving drugs, when ingested orally, have a slow absorption rate into the body. When a patient is suffering from acute pain, this absorption rate becomes even longer. Zagros has identified innovative compounds that enable rapid absorption of the pain medication and has been proven to work even under acute pain conditions. Zagros has completed successful preliminary animal studies.
The following represents selected unaudited proforma financial information of Zagros if the majority of the minority of the shareholders approve this transaction effective as at the date hereof.
Revenue Nil
Net Income Nil
Net Tangible Assets $750,000
Current Liabilities Nil
Long Term Debt Nil
Total Assets $750,000
EquiTech is a "capital pool company" whose principal shareholders are Dr. Antoine Noujaim, Kerry Brown C. A. and Bruce Hirsche Q. C. EquiTech currently has approximately $550,000 in its treasury from its initial financing. Once this transaction is completed, corporate funds will be used for ongoing drug development, commercialization of the technology and marketing efforts.
The vendors are CINA Inc., an Alberta corporation controlled by Dr. Jamali of Edmonton; FRIA Enterprise Inc., an Alberta corporation controlled by Dr. Antoine Noujaim of Edmonton, and Prographarm International Inc., a multinational pharmaceutical manufacturing company.
On completion of the Qualifying Transaction, the insiders shall be Dr. Noujaim, Kerry Brown, Bruce Hirsche, Dr. Jamali, CINA Inc., FRIA Enterprise Inc. and Prographarm International Inc.
Dr. Noujaim has previous experience in commercializing biotechnology, having founded Biomira Inc., AltaRex Corp. and Novalytic Inc. He is also on the Board of Directors of several Biotechnology companies, both public and private. Currently Dr. Noujaim controls one-third of the shares in Zagros through his holding company FRIA Enterprise Inc.
Kerry Brown, CA has been involved in venture capital investments for the past seventeen years. He currently is the Chief Executive Officer of Foundation Equity Corporation, an Edmonton-based venture capital firm. Mr. Brown is presently a member of the Board for the following public companies: Global Thermoelectric Inc., McCoy Bros. Inc. and HomeBank Technologies Inc., as well as other private companies.
Bruce Hirsche, Q. C. is a partner in the law firm Parlee McLaws and practices in the areas of securities, corporate and intellectual property law.
On completion of the Transaction and subject to regulatory approval, Dr. F. Jamali will be appointed to the Board of Directors of EquiTech and become the Company's Chief Scientific Officer. He is currently a Professor and Associate Dean in the Faculty of Pharmacy and Pharmaceutical Sciences at the University of Alberta. Dr. Jamali has been the recipient of many major awards and is an internationally recognized researcher in this field.
Mr Brown indicated that, "We have to conclude full due diligence prior to completing the transaction. When completed, it will represent an important marriage of unique science, technology commercialization experience and a financing structure to forge ahead aggressively."
Completion of the transaction is subject to a number of conditions, including but not limited to, Canadian Venture Exchange acceptance and majority of the minority shareholder approval and entering into a formal exchange agreement. 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 to be prepared in connection with this 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 a capital pool company should be considered highly speculative.
EquiTech has not yet retained a sponsor, and will issue a further news release when a sponsor is engaged. The sponsor, subject to completion of satisfactory due diligence, will act as sponsor of EquiTech in connection with the Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
The Canadian Venture 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.
For further information, please contact
Kerry Brown
(780) 460-1242
#603, 22 Sir Winston Churchill Ave.
St. Albert, AB T8N 1B4
< News Release Menu
|