CVR Medical Agrees Proposed Acquisition of CVR Global
Vancouver, British Columbia--(Newsfile Corp. - April 20, 2021) - CVR Medical Corp. (TSXV: CVM) (OTC Pink: CRRVF) ("CVR Medical" or the "Company") a Canadian listed and US based healthcare company in the medical device sector is pleased to announce the execution of an amended restructuring agreement among the Company, a wholly-owned subsidiary of the Company, and CVR Global, Inc. ("CVR Global") dated April 19th, 2021 (the "Restructuring Agreement" or the "Proposed Acquisition", as the context requires). The Restructuring Agreement has been approved by the Board of Directors for both organizations and is now subject to the approval of CVR Medical's shareholders and the TSX Venture Exchange (the "TSXV").
Pursuant to the terms of the Restructuring Agreement, the Company will assume all operational control of the Carotid Stenotic Scan (CSS) medical device, and all duties, responsibilities, liabilities, and obligations related to the CSS, and shall have the sole and exclusive obligation and responsibility to bring the CSS to market and to develop all improvements and innovations.
The Company will acquire all of CVR Global's intellectual property and all of Global's technology related to its proprietary sub-sonic, infrasonic and low frequency sound wave analysis (collectively, the "Intellectual Property"). The Company will have unrestricted ownership of the Intellectual Property to pursue additional commercial applications of the technology beyond the scope of the CSS and the carotid artery.
Following submission and pre-approval of the Restructuring Agreement to the TSXV, the Company will file an information circular and will hold an annual general and special meeting of shareholders to, among other things, approve and ratify the Proposed Acquisition. The Proposed Acquisition will constitute a Non-Arm's Length Party transaction pursuant to the applicable rules of the TSXV and a "related party transaction" pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Accordingly, the Proposed Acquisition is subject to the minority approval (i.e., approval by a majority of the votes cast at a meeting of CVR Medical shareholders, excluding any shares held by CVR Global, its affiliates and joint actors) and formal valuation requirements of MI 61-101.
Pursuant to MI 61-101, the Company obtained a Fairness Opinion and Related Valuation from RwE Growth Partners, Inc. (the "Valuation"). In exchange for all assets assigned, granted, and transferred to Medical and/or CVRM hereunder, Medical shall pay to Global a royalty of 8% of MSRP for CSS products, and (ii) issue 20,000,000 Units to Global, each Unit consisting of one share of Medical common stock (each a "Share") and one common share purchase warrant (each a "Warrant"), which Warrant shall entitle the holder to purchase one common share in the capital of Medical (a "Warrant Share") for CDN$0.10. Each Share and accompanying Warrant shall be immediately separable and will be issued separately. Subject to the approval of the TSX Venture Exchange ("TSX-V"), the Shares will, and the Warrants may, be distributed pro-rata to the shareholders of Global, with certain shareholdings to be subject to TSX policy 5.4, section 6.2 Value Security Escrow Agreements, Tier 2 Issuers (excluding CPC's). The parties agree that the foregoing consideration is based upon a Fairness Opinion and Related Valuation obtained by the Company from RwE Growth Partners, Inc., an independent valuation company, in accordance with TSX policy. This compares to 55,000,000 units stated in the previous Restructuring of Agreements.
CVR Medical will release from escrow all common shares of the Company previously issued to Global, namely, 25,000,000 (the "Escrowed Shares"). Each Share shall be immediately separable and will be issued separately. Subject to the approval of the TSX Venture Exchange ("TSX-V"), the Shares will be distributed pro-rata to the shareholders of Global, with certain shareholdings to be subject to TSX policy 5.4, section 6.2 Value Security Escrow Agreements, Tier 2 Issuers (excluding CPC's).
Following the issuance of the Shares and the release of the Escrowed Shares, Global Shareholders will hold 56,650,000 common shares of the Company, representing 38.7%, of the issued and outstanding shares of the Company, on an undiluted basis. For comparison, the previous Restructuring of Agreements stated that Global shareholders will hold 91,650,000 common shares of the Company, representing 50% of the issued and outstanding shares of the Company, on an undiluted basis.
Following completion of the Proposed Acquisition, CVR Medical will solidify its place as a medical device company with the ability to control its own destiny and will assume all responsibility for bringing the CSS to market including clinical trials, FDA submission and all sales. The Proposed Acquisition secures a pipeline of potential products for the future including potential updates to the CSS.
CEO, Michael Rhodes, states that "the sub-sonic, infrasonic and low frequency sound wave analysis technology that the company will acquire on execution of the Proposed Acquisition of Global can be developed and applied to numerous applications beyond the current focus of the CSS. All previous dependance on Global will be eliminated enabling CVR Medical to create a simpler, more cost-effective business model focused on bringing the best version of the CSS to market with the goal of reducing the incidence of ischemic stroke and exploring future exciting applications of the technology. "
About CVR Medical
CVR Medical Corp. is a healthcare company that operates in the medical device industry focused on the commercialization of its disruptive, proprietary Carotid Stenotic Scan device (the "CSS"). The CSS is a diagnostic tool that encompasses subsonic, infrasonic, and low frequency sound wave analysis technology. The CSS is a patented device designed to detect and measure carotid arterial stenosis. CVR Medical's shares are listed on the TSXV under the symbol CVM and on the OTCQB under the symbol "CRRVF". Additional information regarding the Company can be found on SEDAR at www.sedar.com, as well as on the Company's website at www.cvrmed.com
ON BEHALF OF THE BOARD:
"Paul Blunden, M.D."
President & Director, interim CFO
For further information contact:
Paul Blunden, M.D., President & Director, interim CEO and CFO
This press release contains forward-looking information that involves various risks and uncertainties regarding future events related to: the Restructuring Agreement, the Proposed Acquisition, the submission of the Restructuring Agreement to the TSXV, the approval of the Proposed Acquisition by the TSXV, certain corporate and securities law requirements, the ability of the Company to raise any capital (if at all), the ability of the Company to bring the CSS device to market, the ability of the Company to submit the CSS device to the FDA, the ability of the Company to control its own destiny, clinical trials, potential future products, the ratification of the Proposed Acquisition by the minority shareholders of the Company, and the Intellectual Property. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements and are not guarantees of future performance of the Company. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates and assumptions which may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a failure of the TSXV to approve the Proposed Acqusition; (2) a failure of the Company to attain minority shareholder approval of the Proposed Acquisition; (3) a failure of the Company to raise capital sufficient capital to advance the CSS and relaunch the Company; (4)a downturn in general economic conditions in North America and internationally, (5) the inherent uncertainties and speculative nature associated with commercialization of technology and the practice of medicine;(6) a change in health regulations; (7) any number of events or causes which may delay or cease commercialization and development of the CSS; (8) the risk that the Company does not execute its business plan, (9) the risk of litigation between the Company and certain shareholders and the risk of litigation generally; (10) an inability to retain key employees, (11) am inability to finance operations and growth, (12) compliance with certain corporate and securities law requirements; and (13) other factors that are beyond the Company's control. These forward-looking statements are made as of the date of this news release and, except as required by law, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements.
THE TSX VENTURE EXCHANGE INC. HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. 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 RELEASE.
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