Foccini, University of Calgary and Arch Biotech Sign Term Sheet
* Reuters is not responsible for the content in this press release.
TORONTO, ONTARIO, Jun 24 (MARKET WIRE) --
Foccini International Inc. ("Foccini" or the "Company")(TSX VENTURE: FOI)
announces that it has signed a term sheet with the University of Calgary
(the "University") and Arch Biotech Inc. ("Arch"), providing for the
basic terms of a future equity and overhead agreement between the parties
(the "Term Sheet").
The execution of a definitive agreement is conditional on Foccini's
exercise of its option to purchase all of the issued and outstanding
common shares of Arch (the "Option"). The terms of the Option are more
particularly described in Foccini's press release dated May 6, 2009.
Pursuant to the Term Sheet, the University will exchange its revenue
sharing rights in the intellectual property produced by the Arch research
programs at the University of Calgary in exchange for an equity stake in
Arch. The University and Arch will also enter into an overhead agreement
to allow Arch scientists to continue using University labs and
infrastructure to advance the Arch research programs.
In the event Foccini exercises its Option, Foccini has agreed to issue
1,576,000 common shares to the University in return for the University's
equity stake in Arch. These shares will be issued at a deemed price of
$0.20 per share for a total value of $315,200.
If Foccini exercises its Option such transaction will constitute a change
of business pursuant to the policies of the TSX Venture Exchange (the
"Exchange"), and at such time Foccini will file a change of business
application with the Exchange and issue a comprehensive press release.
Completion of the transactions described in this press release are
subject to compliance with all necessary regulatory and other approvals
and certain other terms and conditions, including, among other things,
the approval of the Exchange.
About Arch Biotech
Arch is a private Ontario based company that has been established to
acquire biomedical technology with commercial potential and oversee its
development until it can be sold or licensed to suitable marketing
partners.
Completion of the transactions described in this press release is subject
to a number of conditions, including Exchange acceptance and shareholder
approval. The transactions described herein cannot close until the
required shareholder approval is obtained. There can be no assurance that
the transactions described herein will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management
Information Circular to be prepared in connection with the transaction,
any information released or received with respect to the transaction may
not be accurate or complete and should not be relied upon. Trading in the
securities of Foccini International Inc. should be considered highly
speculative.
The TSX Venture Exchange has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this press release.
Foccini currently has 27,321,179 common shares issued and outstanding.
For more information on Foccini, please consult the other public
documents filed on SEDAR at www.sedar.com.
Forward-Looking Statements
All statements, other than statements of historical fact, in this news
release are forward looking statements that involve various risks and
uncertainties, including, without limitation, statements regarding the
future plans and objectives of the Company. There can be no assurance
that such statements will prove to be accurate. Actual results and future
events could differ materially from those anticipated in such statements.
These and all subsequent written and oral forward-looking statements are
based on the estimates and opinions of management on the dates they are
made and are expressly qualified in their entirety by this notice. The
Company assumes no obligation to update forward-looking statements should
circumstances or management's estimates or opinions change.
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 of this release.
Contacts:
Foccini International Inc.
Richard Muruve
Director
(647) 428 7031
Copyright 2009, Market Wire, All rights reserved.
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