TJR Coatings Inc. Announces the Entering into of a Share Purchase Agreement to Acquire all of the Shares of DNA Logix Canada Inc.

November 24, 2017 1:27 PM EST | Source: Spetz Inc.

Toronto, Ontario--(Newsfile Corp. - November 24, 2017) - TJR Coatings Inc. (the "Corporation" or "TJR") announces that is has entered into a share purchase agreement with Robert Salna (the "Vendor"), a director and a shareholder holding more than 10% of the issued and outstanding common shares of TJR (the "TJR Shares"), to acquire all of the issued and outstanding shares of DNA Logix Canada Inc. ("DNA Logix") and the outstanding debt of DNA Logix for the aggregate purchase price of $304,961.30 (subject to adjustment at the closing date) to be satisfied by the issuance of TJR Shares at a price of $0.05 per TJR Share for an aggregate of 6,099,226 TJR Shares (subject to adjustment at the closing date).

Pursuant to exclusive license agreement (the "Exclusive License Agreement") dated June 14, 2017 between Co-Diagnostics, Inc., a Utah corporation ("CoDx"), as licensor, and DNA Logix, as licensee, DNA Logix has licensed molecular diagnostics technology (the "Exclusive License") from CoDx for a one-time cash fee of US$200,000 and a 10% of adjusted gross sales of the Licensed tests during the 20 year term of the Exclusive License.

DNA Logix is marketing a panel of diagnostic tests developed using the licensed technology. DNA Logix plans to respond to the international crises surrounding the spread of the Zika virus that has become acute in the last year. Pursuant to the Exclusive License Agreement, DNA Logix has licensed the tests ("PCR") using CoDx's patented technology for detecting the Zika virus as well as other mosquito-borne flaviviruses, which include dengue, yellow fever, West Nile virus and Japanese encephalitis, as well as the alphavirus, chikungunya in Cuba and Brazil (the "Exclusive Territories") as well as a non-exclusive right to sell CoDx's malaria test and when developed a test for Lyme disease will also be offered in Canada as well as throughout the rest of the Exclusive Territories. The tests to be distributed by DNA Logix will include a multiplexed test for all of these flaviviruses plus chikungunya, differentiating among the viruses to rapidly diagnose the specific infection, as all these viruses exhibit similar symptoms, but require different treatments.

CoDx developed and patented a molecular diagnostics platform system that enables rapid, low-cost, sophisticated molecular testing for organisms and genetic diseases by greatly automating historically complex procedures in both the development and administration of tests. One of CoDx's newest technical advances involves a novel approach to PCR primer design (cooperative primers) that eliminates one of the key vexing issues of PCR amplification, the exponential growth of primer-dimer pairs (false positives or false negatives) which adversely interfere with identification of the target DNA. In addition, CoDx's scientists have enhanced the understanding of the mathematics of DNA test design, so as to "engineer" a DNA test and automate algorithms to screen millions of possible designs to find the optimum DNA test design. CoDx's proprietary platform of Co-Dx™ technologies integrates and streamlines these steps as it analyzes biological samples. DNA Logix entered into an exclusive license to make, use, sell and licensed PCR tests using Co-Dx™ technology, but only for the Zika virus and certain other flaviviruses and alphaviruses, including dengue, chikungunya, yellow fever, West Nile virus, Japanese encephalitis and lyme disease and on a non-exclusive basis, malaria.

Related Party Transaction Disclosure

The acquisition of DNA Logix is considered a related party transaction for the purposes of Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions ("MI 61-101") because of the participation of a certain insider of the Corporation. The interest in the acquisition and anticipated effect on securities holdings of such related party following the closing of the acquisition are as follows (subject to adjustment at the closing date):

NameRelationship to
the Corporation
Approximate number of TJR Shares, directly or indirectly, beneficially owned or controlled Percentage of
TJR Shares
Robert SalnaDirector and 10% shareholder19,059,22666.45%

 

According to MI 61-101, a related party transaction requires formal valuation and minority shareholder approval unless exempt. The acquisition is exempt from the formal valuation and minority approval requirements due to: (1) the Corporation not being listed on selected markets as set out in section 5.5(b); and (2) the fair market value of the Offering is not more than $2,500,000 as set out in section 5.7(1)(b) of MI 61-101. A committee of independent directors reviewed the acquisition and determined that as an unlisted reporting issuer TJR is not listed on a specified market, the issue price of $0.05 is reasonable in the circumstances of TJR and the fair market value of the acquisition, in so far as it involves related parties, is not more than $2,500,000. Accordingly, the acquisition is exempt from minority shareholder approval and formal valuation requirements of MI 61-101.

Cautionary Statement Regarding Forward-Looking Information

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, TJR's objectives and intentions. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board, shareholder or regulatory approvals; those additional risks, if any, set out in TJR's public documents filed on SEDAR at www.sedar.com; and other matters discussed in this news release. Although TJR believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, TJR disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

For further information please contact:

TJR Coatings Inc.
Edward (Ted) Murphy, President and CEO
elm_grove@hotmail.com

info