THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
OTTAWA, Nov. 30, 2017 — Avivagen Inc. (TSXV:VIV) (OTC Pink:CHEXF) (“Avivagen” or the “Company”), a life sciences innovation company with a series of patent protected products that support and optimize human and animal health, is pleased to announce the successful completion of a private placement financing (the “Offering”), issuing 2,913,500 units (the “Units”) at an issue price of $1.00 (the “Offering Price”) per Unit for aggregate gross proceeds to the Company of $2,913,500. The Offering was completed by a syndicate of agents led by Beacon Securities Limited as lead agent and including Bloom Burton & Co., Dominick Capital Corporation and Industrial Alliance Securities Inc. (collectively, the “Agents”).Concurrent with the Offering, the Company also completed the non-brokered private placement (the “Concurrent Private Placement”), issuing 1,175,000 Units at the Offering Price for additional aggregate gross proceeds to the Company of approximately $1,175,000.Each Unit consists of one common share (a “Common Share”) in the capital of the Company and one-half of one common share purchase warrant (each whole warrant, a “Warrant”) of the Company. Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price per Common Share of $1.20 for a period of three years from the closing of the Offering.In connection with the Offering, the Agents received an aggregate cash fee equal to $289,580. The Company also issued 283,080 compensation options (the “Compensation Options”) to the Agents, each entitling the holder thereof to purchase one Common Share at the Offering Price for a period of 3 years from the closing of the Offering.The Company plans to use the net proceeds from the Offering and Concurrent Private Placement for product development and commercialization expenditures, working capital and for general corporate purposes.The Units and the Compensation Options, including all underlying securities thereof, are subject to restrictions on transfer, including a hold period ending four months and one day from their date of issuance under applicable Canadian securities laws. Final approval of the Offering and Concurrent Private Placement is subject to filing customary documents with the TSX Venture Exchange.Two directors of the Company participated directly or indirectly in the Concurrent Private Placement and acquired a total of 510,000 Units. Such participation constituted a “related party transaction” within Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61- 101”). The issuance to such insiders is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Units issued to, or the consideration paid by such persons, did not exceed 25% of the Company’s market capitalization.The Company also announces that it will apply to the TSX Venture Exchange for approval to extend the expiry date of outstanding warrants exercisable to purchase 1,163,738 common shares at $1.00 per share. Such warrants were issued by the Company on December 16, 2014 by way of private placement and currently have an expiry date of December 16, 2017. The expiry date of the warrants is proposed to be extended to June 30, 2018. All other terms and conditions of the warrants will remain unchanged. Extension of the warrants remains subject to TSX Venture Exchange approval.This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”). The securities issued by Avivagen have not been and will not be registered under the 1933 Act or the securities laws of any state of the United States, and may not be offered or sold in the United States absent registration, or an applicable exemption therefrom, under the 1993 Act and the securities laws of all applicable states.About Avivagen
Avivagen Inc. is a public corporation traded on the TSX Venture Exchange under the symbol VIV and is headquartered in Ottawa, Canada, based in partnership facilities of the National Research Council of Canada and Charlottetown, Prince Edward Island. For more information, visit www.avivagen.com.About OxC-beta™ Technology and OxC-beta™ Livestock
Avivagen’s OxC-beta™ technology is derived from Avivagen discoveries about carotenoids, compounds that give certain fruits and vegetables their bright colors and is a non-antibiotic means of maintaining optimal health and growth. OxC-beta™ Livestock is a proprietary product shown to be effective and economic in replacing the antibiotics commonly added to livestock feeds. OxC-beta™ Livestock is currently registered and available for sale in the Philippines, Taiwan and Thailand.Avivagen’s OxC-beta™ Livestock product is safe, effective and could fulfill the global mandate to remove all in-feed antibiotics as growth promoters. Numerous international livestock trials with poultry and swine using OxC-beta™ Livestock have proven that the product performs as well as, and, sometimes, in some aspects, better than in-feed antibiotics.About Vivamune™ Health Chews (Vivamune)
Vivamune is an all-in-one chew that can dramatically simplify a pet’s supplement routine. Featuring a newly-discovered, novel immune-supporting active ingredient: OxC-beta™ compound, Vivamune targets joints, skin and digestive health all in a single, tasty chew a pet will love. Vivamune is available for sale in the United States. For more information, visit www.vivamunehealth.com.Forward Looking Statements
This news release includes certain forward-looking statements that are based upon the current expectations of management. Forward-looking statements involve risks and uncertainties associated with the business of Avivagen Inc. and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions “aim”, “anticipate”, “appear”, “believe”, “consider”, “could”, “estimate”, “expect”, “if”, “intend”, “goal”, “hope”, “likely”, “may”, “plan”, “possibly”, “potentially”, “pursue”, “seem”, “should”, “whether”, “will”, “would” and similar expressions. Statements about the use of proceeds and the intention to extend the warrants issued on December 16, 2014 set out in this news release are forward- looking statements. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. For instance, circumstances may require that Avivagen apply the net proceeds of the Offering and Concurrent Private Placement differently than anticipated or the TSX Venture Exchange may not approve the proposed extension of the warrants. Except as required by law, Avivagen assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.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.For more information:
Director of Investor Relations
100 Sussex Drive, Ottawa, Ontario, Canada K1A 0R6 Phone: 416-540-0733
E-mail: [email protected]Kym Anthony
Chief Executive Officer
100 Sussex Drive, Ottawa, Ontario, Canada K1A 0R6 Head Office Phone: 613-949-8164
Website: www.avivagen.comCopyright © 2017 Avivagen Inc. OxC-beta™ is a trademark of Avivagen Inc.
Powered by WPeMatico