 | Botaneco Corp., formerly known as Advitech Inc., ("the "Corporation") (TSX VENTURE:AVI) and Natunola Health Biosciences Inc. ("Natunola") are pleased to announce the closing today of their previously announced merger transaction (the "Transaction") and concurrent private placement for aggregate gross proceeds of $3,520,000 (the "Private Placement"). | |
Winchester - Oct. 7, 2011 - Botaneco Corp., formerly known as Advitech Inc., ("the "Corporation") (TSX VENTURE:AVI) and Natunola Health Biosciences Inc. ("Natunola") are pleased to announce the closing today of their previously announced merger transaction (the "Transaction") and concurrent private placement for aggregate gross proceeds of $3,520,000 (the "Private Placement"). The Corporation also announces the consolidation of its issued and outstanding common shares (the "Consolidation") on the basis of four pre-Consolidation shares for every one post-Consolidation share and the change of its name from "Advitech Inc." to "Botaneco Corp." (the "Change of Name"). The common shares of the Corporation will be trading under the "BOT" symbol further to the Transaction while the Natunola common shares will be delisted from the TSX-V and Natunola will continue its activities as a wholly-owned subsidiary of the Corporation.
Transaction
As part of the Transaction, the Corporation has acquired all of the issued and outstanding shares of Natunola by way of an amalgamation between Natunola and 7894716 Canada Inc., a wholly-owned subsidiary of the Corporation. The Natunola shareholders have received an aggregate of 18,400,317 post-Consolidation common shares of the Corporation in consideration for their common shares of Natunola, based on a ratio of 4.75 pre-Consolidation common shares of the Corporation (or 1.1875 post-Consolidation common shares) for each common share of Natunola.
As part of the Transaction, all outstanding options to acquire Natunola common shares have been exchanged for an aggregate of 2,357,190 options of the Corporation on the same terms, subject to TSX Venture Exchange ("TSX-V") policies. Such options are governed by the stock option plan of the Corporation (the "Stock Option Plan"), which has been modified to increase the number of common shares of the Corporation reserved for issuance thereunder from 7,200,000 pre-Consolidation common shares to 7,300,000 post-Consolidation common shares. The modifications to the stock option plan have been approved by the TSX-V on September 12, 2011.
Private Placement
Concurrently with the closing of the Transaction, the Corporation has completed the Private Placement, on an agency basis, for aggregate gross proceeds of $3,520,000. The Corporation issued an aggregate of 117,333,333 pre-consolidation units (the "Units") at a price of $0.03 ($0.12 post-Consolidation) per Unit as part of the Private Placement. Each Unit was comprised of one common share and one half of one common share purchase warrant of the Corporation. Each whole common share purchase warrant entitles its holder to acquire one additional post-Consolidation common share of the Corporation at a price of $0.16 until October 7, 2014. The proceeds of the Private Placement will be used for the implementation of the business plan of the Corporation further to the Transaction.
Bloom Burton & Co. (the "Agent") has acted as agent for the purpose of the Private Placement and therefore received a cash commission of $114,905 and 1,365,875 broker warrants. Such warrants will entitle the Agent to acquire Units at a price of $0.12 per Unit until October 7, 2013. The Corporation has also paid the Agent a work fee of $100,000 in cash for the completion of the Transaction.
The securities issued as part of the Private Placement are subject to a four-month hold period ending on February 8, 2012.
Consolidation and Change of Name
Prior to the completion of the Transaction, the Corporation has filed articles of amendment to effect the Consolidation and the Change of Name. The Consolidation and the Change of Name have been approved by the shareholders of the Corporation at the special meeting of shareholders held on August 3, 2011. Prior to the Consolidation, the Corporation had 293,998,236 common shares issued and outstanding, including the 73,601,250 pre-Consolidation Common Shares issued to former Natunola shareholders and the 117,333,333 pre-consolidation common shares issued as part of the Private Placement. After the completion of the Consolidation, the Transaction and the Private Placement, the Corporation has 73,499,567 issued and outstanding common shares.
Letters of transmittal with respect to the Consolidation were mailed to all of the Corporation's registered shareholders on July 11, 2011. To receive share certificates representing the consolidated shares, a registered shareholder must send the certificate representing pre-Consolidation common shares, along with a properly executed letter of transmittal, to the Corporation's registrar and transfer agent, Computershare Investor Services Inc. in Toronto, Ontario, and otherwise comply with the instructions set out in the letter of transmittal. Additional copies of the letter of transmittal can be obtained from Computershare Investor Services Inc. at 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1.
Board of Directors and Management
Further to the completion of the Transaction, the Board of Directors of the Corporation consists of seven directors, five of which come from the existing directors of the Corporation, namely Messrs. Michael Stangel, David D. Guebert, Louis Lacasse, Aki Georgacacos and Ronald B. Gordon, and two nominees of Natunola, namely Dr. Nam Fong Han and Mr. David Edwards whose appointment has been approved by the Corporation's shareholders at the August 3, 2011 special meeting of shareholders of the Corporation. The management of the Corporation now consists of Michael Stangel, as President and Chief Executive Officer, Murray Bruce, as Chief Financial Officer and Dr. Nam Fong Han, as Executive Chairman and Chief Operating Officer.
Principal Shareholders
Further to the completion of the Transaction, the Private Placement and the Consolidation, the principal shareholders of the Corporation are Avrio Ventures Limited Partnership, holding 23,451,920 common shares representing 31.91% of all of the issued and outstanding common shares of the Corporation as of the date hereof and AgeChem Venture Fund LP, holding 16,046,875 common shares representing 21.83% of all of the issued and outstanding common shares of the Corporation as of the date hereof.
Pro forma financial statements of the Corporation are available in the information circular of Natunola dated June 29, 2011 which can be found on SEDAR at www.sedar.com. Further details with respect to the Consolidation and the Change of Name and the reasons therefor, are contained in the management information circular of the Corporation dated June 29, 2011, which can be found on SEDAR at www.sedar.com.
About Botaneco Corp.:
Botaneco Corp., which includes its subsidiary Botaneco Specialty Ingredients Inc. since November 20, 2009, is a health sciences and technology company developing, manufacturing and marketing proprietary natural ingredients and formulations for oral and topical applications that have been clinically proven to be safe and effective for improving skin health and well being. More information is available and can be accessed at www.botaneco.ca
About Natunola Health Biosciences Inc.:
Natunola and its manufacturing plant are located in Winchester, Ontario. Natunola is a manufacturer and researcher in the field of flax seed derived omega -3 fatty acids, flax protein, flax lignans, specialty natural products, bio-nutrients and functional supplements for human and animal care markets. Natunola also produces canola oil gels and other natural ingredients for the cosmetic and personal care industry. Natunola has a retail health product line under the brand name of Natunola® Health's Delight. Natunola was the winner for the National Canadian Agri-Food Award of Excellence for Innovation for the year 2008. www.natunola.com
Cautionary Statements:
This news release contains forward-looking statements and information ("forward looking statements") within the meaning of applicable securities laws. Readers are cautioned to not place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law and neither the Corporation nor Natunola does not undertakes any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
Neither 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.
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