RMR Science Technologies Inc. Announces the Re-Pricing of Subscription Receipt Offering with Canaccord Genuity Corp as Lead Agent and Qualifying Transaction Update

January 30, 2019 6:10 PM EST | Source: RMR Science Technologies Inc.

Vancouver, British Columbia--(Newsfile Corp. - January 30, 2019) - RMR Science Technologies Inc. (TSXV: RMSP) ("RMR" or the "Corporation") announces the re-pricing of its' previously announced subscription receipt offering (the "Offering"), in connection with completing its Qualifying Transaction ("QT") with cannÖgen Biosciences Inc. ("cannÖgen").

Subscription Receipt Offering

In agreement with Canaccord Genuity Corp., the Offering has been re-priced from CDN$0.50 per subscription receipt to CDN$0.40 per subscription receipt. In accordance with their terms, each subscription receipt will now convert into one common share in the capital of RMR (a "Common Share") and one half of one Common Share purchase warrant (a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one Common Share at an exercise price of CDN$0.60 per Common Share for a period of two years from the date of issuance. The Warrants will contain an accelerated expiry provision wherein if the Common Shares trade over CDN$0.85 on the TSX Venture Exchange for a period of ten consecutive trading days, RMR may provide written notice to the holder that the Warrant shall expire 30 days from the date of that notice.

The Corporation still plans to raise gross proceeds of a minimum of $3,000,000 up to a maximum of $5,000,000. Further details regarding the Offering can be found in the Corporation's September 12, 1018 press release, a copy of which is available on the Corporation's profile at www.sedar.com.

Update Regarding Qualifying Transaction

Further to the Corporation's April 17, 2018 press release, a copy of which is available on the Corporation's profile at www.sedar.com, the Corporation is pleased to provide an update regarding the proposed composition of the Resulting Issuer's (as such term is defined in the April 17, 2018 press release) board of directors and management team.

Robin Hutchison - Surrey, British Columbia - Director (Chairman)

Mr. Robin Hutchison was the Executive Chairman of biOasis Technologies Inc. from April 2017 to November 2017, the Chief Executive Officer of biOasis Technologies Inc. from March 2008 to April 2017, and the President of biOasis Technologies Inc. from April 2007 to March 2008. He was previously the Chairman for Biommune Technologies Inc., a biopharmaceutical company engaged in the field of immunotherapy, from May 2013 to December 2015 and was the Chairman for biOasis Technologies Inc. from March 2008 to November 2017. Mr. Robin Hutchison has been a director, the Chief Executive Officer and the President of RMR since October 17, 2017.

J. Michael Hutchison - Victoria, British Columbia - Director

Mr. J Michael Hutchison, QC, is currently a practicing lawyer. From May 2008 to December 2017, Mr. J Michael Hutchison was a director of biOasis Technologies Inc. Mr. J Michael Hutchison was also a director of Biommune Technologies Inc. from July 2012 to December 2015. He has been a director of RMR since October 17, 2017.

Dr. Larry McCleary - Incline Village, Nevada - Director, Chief Medical Officer and Chief Scientific Officer

Dr. Larry McCleary was a Rufus Choate scholar at Dartmouth and completed all course work necessary for a Ph.D. in physics. He graduated first in his medical school class. Dr. Larry McCleary completed his surgical internship at the University of Minnesota followed by a neurosurgery residency at New York University Bellevue Medical Center. He served in a senior role in Pediatric Neurosurgery at Denver Children's Hospital prior to starting his mission to pursue the development of nutritional intervention for major human health issues. He has now spent well over a decade in academic medicine. Dr. Larry McCleary has given numerous invited presentations in the field of neurosurgery. Since 2000, he has focused on preventative medicine related to brain health, bone health and metabolic diseases.

Ronald Erickson - Bainbridge Island, Washington - Chief Executive Officer

Mr. Ronald Erickson is currently Chairman of Kalytera Therapeutics, Inc. and has been a member of its board of directors since 2015. Mr. Ronald Erickson is currently Chairman of Know Laws, Inc. (previously known as Visualant, Inc.) and has been the Chief Executive Officer from 2007 to April 2018. Mr. Ronald Erickson was a director of biOasis Technologies Inc. from 2010 to November 2017. He has been a director of RMR since October 17, 2017. Mr. Ronald Erickson is currently an active member of the Washington State Bar Association.

Judi Dalling - Vancouver, British Columbia - Chief Financial Officer, Corporate Secretary

Ms. Judi Dalling has been the Chief Financial Officer and Corporate Secretary of Pascal Biosciences Inc. since June 2013 and has been self-employed since 2006. From June 2014 to October 2017, Ms. Judi Dalling was the Chief Financial Officer and Corporate Secretary of biOasis Technologies Inc. and was the Chief Financial Officer and Corporate Secretary of Supreme Pharmaceuticals Inc. from July 2012 to May 2013. She has been the Chief Financial Officer and Corporate Secretary of RMR since October 17, 2017.

Selected Financial Information of cannÖgen

The following selected unaudited financial information of cannÖgen has been supplied to RMR by cannÖgen for purposes of inclusion herein in accordance with TSX Venture Exchange requirements:


Nine Months Ended
September 30, 2018

(United States Dollars)
Total Assets$126,392
Total Liabilities$231,935
Current Liabilities$28,026
Revenues-
Total Operating Expenses$111,043
Net Loss$(111,043)

 

For further information, please contact:

RMR Science Technologies Inc.
Robin Hutchison - Chief Executive Officer, President and Director
Phone: (604) 644-1232

Forward-Looking Information Cautionary Statement

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or the Corporation's future performance. The use of any of the words "could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, the Corporation's expectations regarding the QT, the amount of proceeds to be raised from the Offering and the go-forward directors and management team of the Resulting Issuer constitute forward-looking information. Actual results and developments may differ materially from those contemplated by forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information. The statement made in this press release are made as of the date hereof. The Corporation disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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.

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