Algae Biosciences Corporation Files Preliminary Short-Form Prospectus
Calgary, Alberta--(Newsfile Corp. - July 6, 2012) - Algae Biosciences Corporation (TSXV: ABV) (the “Corporation”) is pleased to announce that it has filed a preliminary short form prospectus with the securities regulatory authorities in each of the provinces of Alberta, British Columbia, Saskatchewan and Ontario (“Filing Jurisdictions”), in connection with the proposed public offering (the “Offering”) of the Corporation’s common shares (“Common Shares”). In connection with the Offering, a minimum of 12,000,000 Common Shares and a maximum of 20,000,000 Common Shares (the “Offered Shares”) will be offered for sale to the public at a price of $0.25 per Common Share, for minimum gross proceeds of $3,000,000 and maximum gross proceeds of $5,000,000, on a commercially reasonable efforts basis.
Pursuant to an engagement letter dated April 12, 2012, (the “Engagement Letter”) between the Corporation and Macquarie Private Wealth Inc. (the “Lead Agent” together with Beacon Securities Limited, the “Agents”), the Agents have agreed to offer the Offered Shares for sale to the public in the provinces of British Columbia, Alberta, Saskatchewan and Ontario on a commercially reasonable efforts basis. The Corporation has agreed to pay the Agents (a) a fee of 8% of the gross proceeds of the Offering payable by way of cash, (b) a non-refundable corporate finance fee of $30,000 plus GST, and (c) non-transferable options (the “Agents’ Options”) to purchase Common Shares in an amount equal to 8% of the number of Offered Shares sold under the Offering. Each Agents’ Option will entitle the Agents to purchase one Common Share exercisable for 24 months at a price of $0.25 per Common Share.
A preliminary short form prospectus containing important information relating to the Offering has been filed with the securities commissions or similar authorities in the Filing Jurisdictions. The preliminary short form prospectus is still subject to completion or amendment. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued. A copy of the preliminary short form prospectus is available on SEDAR at www.sedar.com.
The net proceeds of the Offering will be used to pay costs associated with the Offering, for capital asset purchases and installations, and other corporate purposes, all as more particularly disclosed in the preliminary short form prospectus.
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ABOUT ALGAE BIOSCIENCES CORPORATION: AlgaeBio is a Canadian biotechnology company that researches, develops, and manufactures products from micro and macro algae such as nutraceuticals, food additives, and pharmaceuticals. With access to algae growing conditions, exclusive aquaculture access to a brine water supply, and advanced proprietary technology, AlgaeBio produces human and animal consumable products, as well as offering advanced algae-based products and technologies for distribution. AlgaeBio owns and operates production facilities near Holbrook, Ariz., and is listed on the TSX Venture Exchange (TSX.V:ABV).
For more information:
Robert J. Thompson
Chairman of the Board
Algae Biosciences Corporation
Phone: 602.909.9728
E-mail: r.thompson@algaebio.com
Cautionary Statements
This press release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposed Offering of the Common Shares of the Corporation and the use of proceeds of the Offering. Readers are cautioned not to 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 Offering may not be successfully completed for any reason including the failure to obtain the required approvals or clearances from regulatory authorities or some other condition to the closing is not satisfied. The intended use of the net proceeds of the Offering by the Corporation might change if the board of directors of the Corporation determines that it would be in the best interests of the Corporation to deploy the proceeds for some other purpose. The statements in this press release are provided as of the date hereof and the Corporation undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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 the content of this release.
The Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
