CORRECTION FROM SOURCE: Thiogenesis Therapeutics, Corp. Announces Closing of Qualifying Transaction
Newsfile Corp.
6 min read
A correction from Thiogenesis Therapeutics, Corp. is issued for its news release of April 5, 2022. The news release has been corrected for the number of shares now held by Vincent Stanton, Jr. under the subheading "Early Warning Disclosure Pursuant to National Instrument 62-103". The corrected release is as follows:
Toronto, Ontario--(Newsfile Corp. - April 5, 2022) - Thiogenesis Therapeutics, Corp. (TSXV: TTI) ("TTI" or the "Company") (formerly Rozdil Capital Corporation) is pleased to announce that on March 31, 2022, it closed its previously announced Qualifying Transaction (the "QT") as defined by Policy 2.4 of the TSX Venture Exchange (the "Exchange") with Thiogenesis Therapeutics, Inc. ("TTI-US") (see the Company's press releases dated March 12, 2021, March 23, 2021, July 27, 2021 and March 21, 2022). Subject to receiving final Exchange acceptance, trading in the common shares of the Company is expected to resume on or about April 13, 2022 under the new name "Thiogenesis Therapeutics, Corp. with the trading symbol "TTI". The new CUSIP for TTI's common shares is 88410L102.
The Qualifying Transaction (the "QT")
Pursuant to a securities exchange agreement dated February 8, 2021 among the Company, TTI-US and the securityholders of TTI-US (the "Securities Exchange Agreement"), as amended, the Company has acquired all of the outstanding securities of TTI-US resulting in TTI-US becoming a wholly-owned subsidiary of the Company. As consideration for the acquisition of TTI-US, the Company issued an aggregate of 12,771,075 common shares and 1,000,000 common share purchase warrants exercisable at $0.50 per shares for a term of 2 years upon issuance.
There are now 27,910,175 TTI common shares issued and outstanding. Former TTI-US securityholders collectively hold approximately 45.76% of the shares on a non-diluted basis, the Company's existing shareholders hold approximately 18.41% of the shares, and participants in the Concurrent Financing of Special Warrants (see below) hold approximately 35.83% of the shares.
Final acceptance of the QT will occur upon the issuance of the Final Exchange Bulletin (the "Exchange Bulletin") by the Exchange. Subject to final acceptance by the Exchange, TTI will be classified as a Tier 2 Life Sciences issuer pursuant to Exchange policies.
The Special Warrant Financing
Immediately prior to closing of the QT, the Company converted 10,000,000 previously issued special warrants (see the Company's press release dated August 4, 2021) into 10,000,000 TTI common shares. This financing raised gross proceeds of $3,500,000 through the issuance of 10,000,000 special warrants at a price of $0.35 per special warrant, each special warrant being convertible, without further consideration, into one common share of TTI.
In connection with the special warrant financing, the Company paid cash finder's fees of $159,250 and issued a total of 455,000 non-transferable compensation options (the "Finder's Options"). Each Finder's Option is exercisable for one common share of TTI at a price of $0.35 per Common Share until July 29, 2022, subject to an acceleration clause which provides that if the shares of the Company trade at or above $0.70 per share for a period of twenty (20) consecutive trading days, the Company may elect to reduce the expiry period of the Finder's Options to thirty (30) days from the date notice of the accelerated expiry is sent to holders of the Finder's Options.
Escrowed Securities
Pursuant to the terms of an Exchange Tier 2 Value Security Escrow Agreement among TTI, TSX Trust Company (as escrow agent) and certain TTI shareholders, an aggregate of 10,737,869 TTI shares have been placed in escrow (of which 10% will be released from escrow on the commencement of trading). In addition, an aggregate of 2,775,000 shares are subject to an Exchange CPC Escrow Agreement (of which 10% will be released from escrow on the commencement of trading).
Directors and Officers
Following closing of the Qualifying Transaction, the directors and officers of TTI are:
Christopher M. Starr - Director and Chair of the Board of Directors Patrice P. Rioux - Director and Chief Executive Officer Brook Riggins - Director, Chief Financial Officer and Secretary W. Hogan Mullally - Director; and Kim Tsuchimoto - Director.
Further information on the Company and its directors and officers may be found in its Filing Statement dated March 17, 2022, a copy of which may be found at www.sedar.com.
Early Warning Disclosure Pursuant to National Instrument 62-103
In connection with the QT, each of Patrice P. Rioux and Vincent Stanton, Jr. acquired ownership, control or direction over TTI common shares requiring disclosure pursuant to the early warning requirements of applicable securities laws.
Prior to the completion of the QT, Patrice P. Rioux had no ownership of, or exercised control or direction over, any voting or equity securities of the Company. In connection with the QT, Patrice P. Rioux acquired ownership of 6,737,869 TTI common shares (representing approximately 24.14% of the issued and outstanding TTI common shares on a non-diluted basis and 23.57% on a fully diluted basis).
Prior to the completion of the QT, Vincent Stanton, Jr. had no ownership of, or exercised control or direction over, any voting or equity securities of the Company. In connection with the QT, Vincent Stanton, Jr. acquired ownership of 4,000,000 TTI common shares (representing approximately 14.33% of the issued and outstanding TTI common shares on a non-diluted basis and 12.59% on a fully diluted basis).
Each of Patrice P. Rioux and Vincent Stanton, Jr.: (i) acquired the TTI common shares in connection with the Qualifying Transaction; (ii) holds the TTI common shares for investment purposes; and (iii) does not have any current intention to increase or decrease their beneficial ownership or control or direction over any additional securities of the Company. Each of Patrice P. Rioux and Vincent Stanton, Jr. may, from time to time and depending on market and other conditions, acquire additional TTI common shares through market transactions, private agreements, treasury issuances, convertible securities or otherwise, or may sell all or some portion of the TTI common shares they each own or control, or may continue to hold the TTI common shares.
This portion of this news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning reports will be filed by Messrs. Rioux and Stanton in accordance with applicable securities laws and will be available on the Company's issuer profile on SEDAR at www.sedar.com.
Forward-Looking Statements Disclaimer
Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to TTI are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to them, and are subject to certain risks, uncertainties and assumptions Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include but are not limited to: changes in economic conditions or financial markets; increases in costs; litigation; legislative and other judicial, regulatory, political and competitive developments; and operational difficulties. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
Neither the 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 news release.
