- Pacgen Reports on Private Placement
Pacgen Reports on Private Placement
Vancouver, BC, Canada (January 10, 2012) –Pacgen Biopharmaceuticals Corporation ("Pacgen" or the "Company") (TSX-V: PGA) announced today that it will complete its previously announced private placement (the "Private Placement") of 5,376,350 common shares to CurieMed Corporation (CurieMed") upon obtaining regulatory approval. The common shares will be issued at a subscription price of $0.0558 per share, for aggregate subscription proceeds of $300,000.
Following completion of the Private Placement, the number of common shares owned by CurieMed will increase from 78,550 common shares (0.18% of issued and outstanding common shares) to 5,454,900 common shares (11.56% of issued and outstanding common shares on a post-transaction basis). CurieMed is a wholly-owned subsidiary of General Biologicals Corporation ("GBC"). GBC directly owns 4,166,667 common shares, and indirectly owns the 78,550 common shares currently held by CurieMed. Following completion of the Private Placement, the number of common shares directly or indirectly owned by GBC will increase from 4,245,217 common shares (10.15% of issued and outstanding common shares) to 9,621,567 (20.38% of issued and outstanding common shares on a post-transaction basis). Mr. Tsong Chin Lin, one of the directors of the Company, is the chairman and chief executive officer of GBC. As chairman and chief executive officer of GBC, Mr. Lin exercises control and direction over the common shares owned by GBC and CurieMed. In addition to the 4,245,217 common shares currently owned by GBC and CurieMed, Mr. Lin is the direct holder of 1,116,567 Common Shares. Following completion of the Private Placement, the number of common shares owned by Mr. Lin, or over which he exercises control and direction, will increase from 5,361,784 common shares (12.82% of issued and outstanding common shares) to 10,738,134 (22.74% of issued and outstanding common shares on a post-transaction basis).
The rules and policies of the TSX Venture Exchange require that security holder approval be obtained for any private placement by an issuer that will result in the creation of a new "control person". This rule is triggered by the Private Placement on account of the fact that the aggregate number of common shares (i) directly or indirectly owned by GBC and (ii) over which Mr. Lin exercises control and direction will, in each case, be greater than 20%. As previously announced, the Private Placement was approved by shareholders at the Company's annual general and special meeting held on December 28, 2012.
Pacgen is a life science technology company focused on the commercialization of biomedical products and services, including its previous development of novel therapeutic drug candidates. The Company is currently looking to facilitate its corporate transformation from a bio-pharma R&D business into a revenue-generating company. For additional information, please visit www.pacgenbiopharm.com.
NO REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE CONTENT OF THIS RELEASE. THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Forward looking Statements
Certain statements included in this press release may be considered forward-looking. Statements relating to, among other things, anticipated financial performance, business prospects, strategies, regulatory developments, market acceptance and future commitments constitute forward-looking statements. All forward-looking statements are based on Pacgen’s current beliefs and expectations as well as assumptions relating to the successful completion of its clinical trials and pre-clinical studies, the time and process required to obtain regulatory approval for commercialization of its product, the ability of Pacgen to raise additional capital in future on favourable terms, the impact of competitive products and pricing in the market, new product development, and the successful and timely completion of corporate collaborations or licensing arrangements for its research programs. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, performance or achievements to be materially different from those implied by such statements, and therefore these statements should not be read as guarantees of future performance or results. Such factors include, among others, our stage of development, lack of product revenues, additional capital requirements, risk associated with completion of clinical trials and obtaining regulatory approval, dependence on collaborative partners, and our ability to protect our intellectual property.
Wherever possible, words such as “anticipate”, “believe”, “expect”, “may”, “could”, “will”, “potential”, “intend”, “estimate”, “should”, “plan”, “predict”, “project” or the negative or other variations of such expressions reflect Pacgen’s current beliefs and assumptions and are based on the information currently available to Pacgen. Certain risks and uncertainties, including those risk factors identified by Pacgen in its annual management’s discussion and analysis dated July 29, 2011 and annual information form dated July 31, 2008, may cause our actual results, level of activity, performance or achievements to differ materially from those implied by forward looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this press release. Pacgen disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. For all forward-looking statements, Pacgen claims the safe harbour for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
For further information contact:
Ming S. Liu
Chief Executive Officer
Chief Financial Officer