CALGARY, ALBERTA--(Marketwire - April 1, 2011) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Immunall Science Inc. ("Immunall") (CNSX:GNS), Altius Edge Ltd. ("Altius"), Aileron Ventures Limited ("Aileron") and Nautor Progressive Corporation ("Nautor"), are pleased to announce that in connection with their previous news release dated December 10, 2010, that Immunall and Altius have completed an amalgamation (the "Amalgamation") to form a new company to continue under the name Immunall Science Inc. ("Amalco"). The Amalgamation was approved by the shareholders of each of the Immunall and Altius at shareholder meetings held on February 15, 2011.
Pursuant to the Amalgamation, the holders of Immunall common shares ("Immunall Shares") received, in exchange for each Immunall Share held, one (1) common share of Amalco, 0.025 of a common share of Nautor and 0.025 of a common share of Aileron; also, holders of stock options of Immunall received an equivalent number of stock options of Amalco on substantially the same terms and conditions as the stock options of Immunall currently held. Additionally, each of the former shareholders of Altius (Nautor and Aileron) received, in exchange for each common share of Altius held, one (1) common share of Amalco resulting in each of Nautor and Aileron receiving 1,850,000 common shares of Amalco. Following completion of the Amalgamation, the former holders of Immunall Shares hold, as a group, approximately 91.25% of the issued and outstanding common shares of Amalco and approximately 10% of issued and outstanding common shares of each of Nautor and Aileron. Each of Nautor and Aileron now hold approximately 4.375% of the outstanding common shares of Amalco.
Amalco intends to continue to pursue the former business of Immunall prior to the Amalgamation relating to its patented process for extracting certain components from American Ginseng which have been shown to strengthen the immune system. The management team of Amalco is comprised of the former management team of Immunall and the board of directors of Amalco is comprised of the former board members of Immunall.
As a result of the Amalgamation, each of Aileron and Nautor have become "reporting issuers" in each of the provinces of British Columbia, Alberta and Ontario. Each of Aileron and Nautor will continue to evaluate businesses and assets with a view to completing an acquisition of a business or assets.
Certain statements contained in this joint news release constitute forward-looking statements, including, without limitation, Amalco management's assessment of the future plans and operations of Amalco, Aileron and Nautor. By their nature, forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the party's control including the impact of general economic conditions, industry conditions, currency fluctuations, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources, inability to meet or continue to meet listing requirements, the inability to obtain required consents, permits or approvals, including, without limitation, stock exchange approval, failure to realize the anticipated benefits of the Amalgamation and the risk that actual results will vary from the results forecasted and such variations may be material. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Amalco's actual results, performance or achievement could differ materially from those expressed in or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits Amalco will derive therefrom.
The forward-looking statements contained in this joint news release are made as of the date of this joint news release. Except as required by law, each of the companies disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.