QUEBEC CITY, QUEBEC and WINCHESTER, ONTARIO--(Marketwire - Sept. 16, 2011) - Advitech Inc. ("Advitech" or the "Corporation") (TSX VENTURE:AVI) and Natunola Health Biosciences Inc. ("Natunola") (TSX VENTURE:NHI) announce changes to the terms of the previously announced proposed private placement, which is a condition precedent to the completion of their proposed merger transaction (the "Transaction") under the terms of the merger agreement entered into between Advitech and Natunola on June 29, 2011.
Under the new terms of the proposed private placement, Advitech intends to issue a minimum of 116,666,667 units (the "Units") at a price of $0.03 per Unit for minimum gross proceeds of $3,500,000. The previously announced price per Unit was $0.04. Each Unit is being comprised of one common share and one half of one common share purchase warrant of Advitech. Each whole common share purchase warrant will entitle its holder to acquire one additional common share of Advitech at a price of $0.04 ($0.16 post Consolidation (as defined hereinafter)) for a period of 36 months following closing. The previously announced exercise price per whole warrant was $0.05. Avrio Ventures Limited Partnership and AgeChem Venture Fund L.P., which are shareholders of Advitech holding more than 10% of its issued and outstanding shares, have indicated they will be participating in the private placement and that they may acquire, in the aggregate, 25% or more of the units issued as part of the private placement.
As announced on August 4, 2011, during a special shareholders' meeting held on August 3, 2011, the shareholders of Natunola approved the resolutions authorizing the continuation of the corporation from the Business Corporations Act (Alberta) to the Canada Business Corporations Act and the resolutions authorizing the amalgamation of Natunola with 7894716 Canada Inc., a wholly owned subsidiary of Advitech (the "Amalgamation"). During a special shareholders' meeting of Advitech held on the same day, the Advitech shareholders conditionally approved the election of Dr. Nam Fong Han and David Edwards to the board of directors of Advitech, as well as other ancillary resolutions to the Amalgamation, namely the proposed change of name of Advitech Inc. to "Botaneco Corp." following the closing of the amalgamation, as well as the consolidation of all outstanding common shares of Advitech on a 4:1 basis, immediately following the closing of the Amalgamation (the "Consolidation"). The parties are working towards fulfilling conditions to the Transaction and expect to complete the Transaction before the end of September. The Natunola shareholders will continue to receive common shares of Advitech based on a ratio of 4.75 common shares of Advitech (or 1.1875 common shares following a proposed 4 to 1 consolidation of Advitech shares) for each common share of Natunola.
Bloom Burton & Co. (the "Agent") has been jointly retained by Advitech and Natunola as agent for the purposes of the private placement of Advitech. The Agent will be entitled to receive, upon completion of the Transaction in consideration for the services rendered as part of the private placement, a cash fee equal to up to 7% of gross proceeds raised in connection with the private placement and that number of agents' warrants equal to up to 7% of the number of common shares issued as part of the private placement. Such warrants will entitle their holders to acquire Units at a price of $0.03 per Unit ($0.12 post Consolidation) for a period of 24 months following closing. The Agents will also receive a work fee of $100,000, payable in cash or in shares, at the option of Advitech, within 10 days of the closing of the Transaction.
About Advitech Inc.:
Advitech, 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.advitech.com
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
This news release contains forward-looking statements and information ("forward looking statements") within the meaning of applicable securities laws relating to the proposal to complete the proposed plan of arrangement and associated transactions (including the private placement financing), including statements regarding the terms and conditions of the proposed plan of arrangement and associated transaction. 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 depending on, among other things, the risks that the parties will not proceed with the proposed plan of arrangement and associated transactions, that the ultimate terms of the proposed plan of arrangement and associated transactions will differ from those that currently are contemplated, and that the proposed plan of arrangement and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities or to complete the concurrent financing). 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 Advitech 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.