VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 2, 2011) - Abattis Biologix Corporation (CNSX:FLU) ("Abattis" or the "Company") has concluded a series of meetings and negotiations culminating in the signing of a number of strategically important asset purchase agreements and a letter of intent with various parties. Additionally, the Company wishes to announce changes to its Board of Directors.
Asset Purchase Agreements
The Company has signed an asset purchase agreement (pursuant to the signing of a Letter of Intent as announced on February 1, 2011) to acquire a nutraceutical immune modulator health product (branded BioCell Algae), a portfolio of formulas, inventory, and several proprietary internet domains (collectively, the "Assets") which are relevant to the products and formulas being acquired from BioCell Labs, a company controlled by Mr. Withrow, Current CEO of the Company. The purchase price for the Assets is $50,000 payable by the Company by way of the issuance of 1,000,000 common shares (the "Common Shares") of the Company at a deemed price of $0.05 per Common Share.
The Company has also entered into an asset purchase agreement with Dr. Samuel Brant LLC. of Phoenix, Arizona. Under the terms of the agreement, Abattis has acquired 100% ownership of three proprietary formulas developed by Dr. Samuel Brant LLC. The three formulas are comprised of all-natural ingredients and which target and address 1) Flu like symptoms and other viral conditions, 2) migraine headaches and 3) blood flow to muscles (collectively, the "Formulas"). The purchase price for the Formulas is $50,000, payable by the Company by way of the issuance of 1,000,000 common shares of the Company, at a deemed price of $0.05 per Common Share.
As a part of this agreement Dr. Brant will provide Consulting Services to the Company. Dr. Brant combines his extensive background in medical science, naturopathy and alternative medicine treatment to create lifestyle and nutritional solutions to prevalent health challenges. A gifted educator, Dr. Brant, enjoys teaching the "Principles of Healthy Living" to both medical professionals and anyone interested in good health.
The Company entered into a letter of intent (the "LOI") with OTC Nutrition LLC ("OTC") of Manhattan, Kansas. Partners of OTC are professionals in the nutraceutical, food and beverage markets. Under the terms of the LOI, OTC will provide consulting services to Abattis in the areas of developing proprietary supplements and delivery methods that eliminate the need to take pills or capsules. Abattis will acquire a first right of purchase option pertaining to exclusive right to certain products under development, intellectual property, and proprietary processes (the "Option") in exchange for the issuance of 5,000,000 common share purchase warrants (the "Warrants") exercisable at a price of $0.07 per Common Share for a period of 5 years. Subject to favorable due diligence, both parties will endeavor to enter into a definitive agreement on or before May 30, 2011.
In addition the Company, with approval by Consent Resolutions of the Board of Directors, has concluded the following transactions:
The Company has awarded Mr. Withrow a signing bonus in the amount of $70,000. The signing bonus shall be paid by way of the issuance of 1,000,000 common shares of the Company, to be issued at a deemed price of $0.07 per Common Share.
The Company has concluded an agreement with Mr. Robin Hutchison and RBH Holdings (collectively, "RBH") under the terms of which RBH will receive 600,000 common shares of the Company in exchange for a debt of $30,000.
All of the above transactions and securities issuances remain subject to applicable securities regulatory approval.
Changes to Board of Directors
The Company also announces the Board has accepted the resignations of Mr. Rob Hutchison, Mr. Timothy Gryzb, and Mr. Nathan Hansen from the Board of Directors and has appointed Mr. Mike Withrow, Dr. Tim Fealey, and Mr. Douglas Sorocco to the Board of the Directors effective immediately, subject to regulatory approval. In addition to serving on the Board of Directors, Mr. Fealey will be actively involved as a Consultant to the Company in strategic planning and new product formulations.
Mr. Mike Withrow
As announced on February 1, 2011, Mr. Withrow was appointed as President and Chief Executive Officer of the Company effective that date.
Mr. Withrow is founder of North American BioExtracts Inc. and Biocell Labs Inc. and has served as VP of Business Development in two nutraceutical companies. He brings an in-depth knowledge of supplement innovation, ingredients, is well connected in the ingredients and natural health product industry. Mr. Withrow is a valued member of any team and is capable of managing intellectual property, ingredient research, extraction technologies and formulation. He also has a keen understanding of animal and human testing, grant funding, and product and market development of nutraceutical ingredient and finished product strategies. Mr. Withrow is a director of Newton Gold Corp., a publicly traded mining and exploration company, and a director of the Saskatoon Berry Council of Canada.
Dr. Tim Fealey
Dr. Fealey is a partner at OTC Nutrition LLC and formerly held the position of Senior VP Global Food and Beverage Strategic Planning for Procter and Gamble Company. Additionally, he has had senior R&D and Strategic leadership responsibilities with The Coca-Cola Company and recently served as Senior VP Chief Innovation Officer of Marteck Bioscience Corporation, a leading nutrition biotechnology company based in Maryland, USA. Dr. Fealey has over 30 years of combined R&D and general management experience in all aspects of technology management and global strategic planning. He brings extensive business experience, knowledge, and a broad network, both private companies and public institutions, of personal contacts in all regions of the world. Dr. Fealey was a key contributor to the highly successful global expansion of the Pringles brand as well as other well-known consumer product brands. He has extensive experience in the business of foods and beverages including suppliers and external capabilities and to the global academic and regulatory communities. Dr. Fealey holds a PhD in Physical Chemistry from Georgetown University and MBA from University of Chicago.
Mr. Douglas Sorocco
Douglas J. Sorocco practices law in the areas of intellectual property, technology, licensing, life sciences and patents and is involved in counseling and transactional work involving all aspects of intellectual property. He is ranked among Oklahoma's top intellectual property practitioners by the highly regarded Chambers USA: America's Leading Lawyers for Business. Mr. Sorocco was recently selected by attorney peers for inclusion in Oklahoma Super Lawyers–Rising Stars Edition (2010).
Mr. Sorocco 's scientific background has focused on all areas of biotechnology and life sciences (including molecular biology, cell biology, glycobiology, biochemistry, developmental biology, immunology, microbiology, virology, and genetics; pharmaceutical compositions; molecular diagnostics and techniques; medical devices and equipment) as well as chemistry and chemical engineering.
Mr. Sorocco has significant experience in providing strategic and tactical intellectual property counsel to individual clients, universities, large pharmaceutical and manufacturing companies, and start-up biotechnology companies. He is an adjunct faculty member at the Oklahoma City University School of Law and the Physiology Department at Oklahoma University Health Sciences Center.
Incentive Stock Options
The Company announces that the Board of Directors has granted incentive stock options to purchase up to 3,300,000 common shares of the Company at a price of $0.07 per share for a period of five years to certain of its directors, officers and consultants, subject to applicable securities regulatory approval.
The Company also announces the incentive stock options to purchase up to 2,500,000 common shares of the Company, as announced on February 1, 2011 were not allocated by the Company and have been cancelled.
Said Mike Withrow, CEO, "I am extremely pleased with the continuing progress of Abattis knowing we have quality team members and strong portfolio of IP. Our product offering will lead to the maintenance of good health and well-being of people and help those suffering from pain and discomfort caused by migraine headaches and colds and flu."
About Abattis Biologics Corporation
Abattis Biologix is a specialty biotechnology company engaged in the development, licensing, sale and distribution of botanical-based antiviral/bacteria, anti-tumor and pain relief products. At present, the Company is focused on refining and bringing to market a portfolio of proprietary nutraceutical formulations of botanical agents with demonstrated ability to inhibit the growth of, and reduce the severity and duration of various strains of human influenza and other viral diseases. Continuing research is being conducted by the Company.
We seek safe harbor.
ON BEHALF OF THE BOARD OF DIRECTORS
Gil Schneider, Director
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