Echelon Capital Corporation Announces Proposed Qualifying Transaction
TORONTO, ONTARIO, May 23 (MARKET WIRE) --
NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
Echelon Capital Corporation ("Echelon")(TSX VENTURE: ECO.P), a capital
pool company, is pleased to announce that it has entered into a letter
agreement to complete a business combination (the "Qualifying
Transaction") with MBVax Bioscience Inc. ("MBVax"). If completed, the
business combination will constitute Echelon's qualifying transaction
pursuant to the policies of the TSX Venture Exchange (the "Exchange").
Information Concerning Echelon
Echelon is a company existing under the laws of Ontario and is a
reporting issuer in British Columbia, Alberta and Ontario. Echelon
currently has 2,360,000 common shares ("Echelon Shares") outstanding, of
which 1,160,000 are currently held in escrow pursuant to the policies of
the Exchange.
Echelon has granted stock options to acquire up to an aggregate of
188,800 Echelon Shares at a price of $0.25 per share (the "Echelon
Options") to directors and officers. Echelon has also issued broker
warrants to acquire up to an aggregate of 100,000 Echelon Shares at a
price of $0.25 per share (the "Echelon Warrants") as part of the
compensation payable to the agent in connection with Echelon's initial
public offering. Other than these Echelon Shares, Echelon Options and
Echelon Warrants, no other securities of Echelon are outstanding.
Further information concerning Echelon can be found in the prospectus of
Echelon dated June 14, 2007, which is available on SEDAR at www.sedar.com.
Information Concerning MBVax
MBVax is a private company existing under the laws of Canada. MBVax
currently has 4,829,376 common shares ("MBVax Shares") outstanding. MBVax
has no other securities outstanding.
MBVax manufactures Coley Fluid, a bacterial immune therapy for advanced
cancer developed in 1893. Coley Fluid is not an approved therapy in the
United States or Canada, but is a legal therapy in many countries.
Clinics and hospitals approved to use Coley Fluid are located in Austria,
Bahamas, China, Germany, Ireland, Israel, Mexico, Serbia, South Africa,
Switzerland and Uzbekistan. In addition, individual patients have
received Coley Fluid therapy as a compassionate therapy for advanced
cancer in Albania, Australia and the United States.
Patients with advanced cancer have end-stage disease that can no longer
be controlled by conventional therapies. Of the more than 650,000 annual
cancer deaths in the United States and Canada, all 650,000 patients have
advanced cancer prior to death. In addition to progressive cancer, most
advanced cancer patients also have an extremely poor quality of life due
to cancer pain, depression, extreme weakness, and/or immobility. By
definition, there are no current treatments that regress the disease or
improve the quality of life in advanced cancer patients.
To date, 44 advanced cancer patients have received between three weeks
and 10 months of MBVax Coley Fluid therapy. Generally, these patients had
severely compromised immune systems due to previous therapies and all
were treated on a compassionate basis rather than in connection with a
controlled clinical study. Physicians reported to MBVax that 42 of 44
patients appeared to benefit from the therapy and the majority of such
patients experienced tumor regression. In three cases of advanced breast
cancer, patients currently show no evidence of breast cancer.
During its long history, more than twenty formulations of Coley Fluid
have been administered to patients by various manufacturers. These
formulations used different proportions of the bacterial ingredients used
in the manufacture of Coley Fluid and employed various methodologies to
grow the bacteria and to sterilize the finished product. There were
significant differences in potency between the various historical
formulations and there were also variations in potency between batches of
identical formulations.
MBVax's intellectual property (United States patent application
2006/0292173, published December 28, 2006) protects its proprietary
methods of manufacturing MBVax Coley Fluid. These methods eliminate
batch-to-batch variations and ensure equivalent potency to the best
historical formulation of Coley Fluid. MBVax plans to file more patents.
In addition, because Coley Fluid targets orphan indications, MBVax plans
to file for marketing exclusivity with the FDA.
In 2009, MBVax plans to commence clinical trials in Denmark, Germany,
Switzerland, Canada, and in the United States at Harvard Medical School.
It is anticipated that the planned clinical trials will be conducted with
research collaborators who will bear all or most of the clinical trial
costs.
Based on unaudited financial statements for the six months ended March
31, 2008, MBVax had total assets of $141,998 (2007 - $191,900) and total
liabilities of $13,998 (2007 - $15,032), revenue of $143 (2007 - $5,152)
and a loss of $48,868 (2007 - $95,909).
Based on audited financial statements for the year ended September 30,
2007, MBVax had total assets of $191,900 (2006 - $354,148) and total
liabilities of $15,032 (2006 - $8,776), revenue of $7,720 (2006 - $8,507)
and a loss of $168,504 (2006 - $235,131).
The MBVax Shares are principally held by Donald MacAdam and Rick Durst,
both residents of Ontario, and Stephen Hoption Cann, a resident of
British Columbia, each of whom holds 1,300,000 (26.9%), 937,800 (19.4%)
and 600,000 (12.4%) MBVax Shares, respectively. The remaining 41.3% of
the shares are held by 43 people who are investors or advisors to MBVax.
Information Concerning the Proposed Qualifying Transaction
Echelon and MBVax have entered into a letter agreement dated May 23, 2008
(the "Letter Agreement") setting out certain terms and conditions
pursuant to which the proposed Qualifying Transaction will be completed.
The Qualifying Transaction is subject to the parties successfully
negotiating and entering into a definitive amalgamation agreement, share
exchange agreement or other similar agreement such that the Qualifying
Transaction may be completed on a tax preferred basis to the parties
thereto.
Pursuant to the Letter Agreement, Echelon has agreed to issue 10,000,000
Echelon Shares to the current shareholders of MBVax at a deemed value of
$0.33 per share in consideration for the MBVax Shares.
The completion of the Qualifying Transaction is also subject to an arm's
length financing of a minimum of $2.0 million (the "Financing"). It is
anticipated that under the Financing, MBVax will issue a minimum of
5,000,000 subscription receipts at a price of $0.40 per subscription
receipt, with each subscription receipt being exchangeable upon
completion of the Qualifying Transaction for one common share and
one-half of one common share purchase warrant of Echelon (or the
resulting issuer, as the case may be). Each whole warrant will be
exercisable to acquire one common share of Echelon (or the resulting
issuer, as the case may be) at a price of $0.50 per share for a period of
two years from closing of the Financing. The proceeds from the Financing
will be placed in escrow pending the closing of the Qualifying
Transaction. The final negotiated terms of the Financing will be
disclosed in a subsequent press release of Echelon and in the filing
statement or management information circular, as the case may be, to be
prepared by Echelon in respect of the Qualifying Transaction.
Assuming the completion of the minimum Financing and the Qualifying
Transaction, current Echelon shareholders, current MBVax shareholders and
purchasers pursuant to the Financing would hold approximately 13.6%,
57.6% and 28.8% of the then outstanding Echelon Shares (or shares of the
resulting issuer), respectively.
The proceeds of the Financing will be used to fund the production of
product for the multi-center clinical trial of the MBVax Coley Fluid and
for working capital purposes.
The completion of the Qualifying Transaction is subject to the approval
of the Exchange and all other necessary regulatory approvals. It is also
subject to additional conditions precedent, including shareholder
approvals of Echelon and MBVax as required under applicable corporate or
securities laws, satisfactory completion of due diligence reviews by both
parties, approvals of the boards of directors of Echelon and MBVax and
certain other conditions customary for transactions of this nature.
Trading in the Echelon Shares will remain halted pending the review of
the proposed Qualifying Transaction by the Exchange. There can be no
assurance that trading in the Echelon Shares will resume prior to the
completion of the Qualifying Transaction.
Sponsor
The proposed Qualifying Transaction is subject to the sponsorship
requirements of the Exchange. The parties intend to apply for an
exemption from the sponsorship requirements of the Exchange on the basis
that the Financing will be brokered. In the event that an exemption is
not available, a sponsor will be identified at a later date and will be
announced in a subsequent press release of Echelon. An agreement to
sponsor should not be construed as an assurance with respect to the
merits of the transaction or the likelihood of completion of the proposed
Qualifying Transaction.
Management and Board of Directors of Resulting Issuer
Upon completion of the Qualifying Transaction, it is anticipated that
management of the resulting issuer will consist of the persons identified
below.
Donald MacAdam - President, Chief Executive Officer and Director
Mr. MacAdam has served as President and Chief Executive Officer of MBVax
since October 2005. Prior to that, Mr. MacAdam was the President of A360
Inc, a private company. Mr. MacAdam has served as a director of Hammond
Power Solutions Inc. (TSX: HPSA) since 2001. Mr. MacAdam has served as
Chief Executive Officer and a director of several other Canadian
corporations, and was President and Chief Financial Officer of CRS
Robotics Corporation (TSX: ROB) from 1993 until 1996, and was President
and Chief Executive Officer of Tm Bioscience Corporation (TSX: TMC) from
1996 until 1999, and was President and Chief Executive Officer of L. A.
Varah Ltd. (TSX) from 1984 until 1986. He is the inventor of several
patents and the author of two books: Spontaneous Regression: Cancer and
the Immune System and Startup to IPO: How to Build and Finance a
Technology Company. Stephen Hoption Cann, Ph.D. - Chief Scientific Officer
Mr. Hoption Cann, Ph.D., is an assistant professor in the Department of
Health Care & Epidemiology at the University of British Columbia. Dr.
Hoption Cann has published 23 peer-reviewed papers, is a reviewer for
several medical journals, and is a member of the American Association for
Cancer Research. His research interests include the epidemiology of
cancer, the phenomenon of spontaneous regression of cancer, and the work
of Dr. William Coley.
David Wales, CMA - Chief Financial Officer
Mr. Wales, B. Comm., CMA, has held a number of high-level positions in
finance including senior roles at Tm Bioscience Corporation (TSX: TMC)
and CRS Robotics Corporation (TSX: ROB). In addition to extensive
financial experience, Mr. Wales is highly proficient in corporate
infrastructure development and business system implementation.
John Unsworth - Director
Mr. Unsworth is president of Vasotech Corp., a medical devices company. A
biotechnology entrepreneur, Mr. Unsworth was formerly president of
BioFrost Inc. and Hypercube Inc., and was a founder and director of
GLYCODesign Inc (formerly listed on the TSX).
Ted Mayers - Director
Mr. Mayers is the Executive Vice President, Business Development of GBS
Gold International Inc. (TSX: GBS). He served on its board of directors
from August 2005, as a founding director, to May 2008 and as Chair of the
Audit Committee until August 2006. Immediately prior to his executive
appointment at GBS Gold in October 2007, Mr. Mayers served as Chief
Financial Officer of LionOre Mining International Limited, from its
inception in 1996 to its sale to Norilsk Nickel for $6.9 billion in 2007.
LionOre was listed on the TSX, the Australian Stock Exchange, and on the
Main Market of the London Stock Exchange. From September 2000 to August
2005, Mr. Mayers served as a director of Zaruma Resources Inc. and as
Chair of its Audit Committee. Zaruma is an emerging copper producer
listed on the TSX. Mr. Mayers is a Chartered Accountant and obtained an
MBA from the University of Western Ontario. Mr. Mayers has a BSc in
biochemistry from McGill University, and on graduation, conducted
research at McGill in the laboratory of Dr. Murray Fraser on enzymes that
split DNA.
John Eckert - Director
Mr. Eckert is the President and Chief Executive Officer and a director of
Echelon, and the co-founder of McLean Watson Capital Inc., a Canadian
based venture capital firm, funding high-growth entrepreneurial ventures.
He has been a Managing Partner of McLean Watson Capital Inc. since
October 1993. Prior to establishing McLean Watson Capital Inc., Mr.
Eckert financed and advised Softimage Inc., a Montreal based 3D animation
and post-production software company that was listed on NASDAQ in 1992
and sold to Microsoft Corporation in 1994. He served as the Joint Chief
Operating Officer for Softimage Inc. from 1993 to its sale. Prior to
1992, Mr. Eckert had extensive experience in corporate finance, having
served as a Vice President and Director in Corporate Finance and Capital
Markets of Wood Gundy Inc. and CIBC Wood Gundy in Canada. He also served
as Managing Director of CIBC Wood Gundy (Australia), a merchant bank. Mr.
Eckert served on the board of the Canadian Venture Capital Association
for five years, having previously held the positions of President
(2000-2002) and Chairman (2002-2003). He also serves on the boards of
directors of several private companies, including SkyWave Mobile
Communications, SiteBrand.com Inc., Activplant Corporation and Fortiva
Inc. Mr. Eckert holds a B.A. and an M.B.A from the University of Western
Ontario.
Immunology Expertise
In addition to the proposed management of the resulting issuer following
completion of the Qualifying Transaction, it is anticipated that the
following individuals will form the Scientific Advisory Board of the
resulting issuer:
Eric D. Brown, Ph.D., is an associate professor and holds the Canada
research chair in microbial biochemistry at McMaster University,
Hamilton, Ontario, and has published 26 scientific papers in
peer-reviewed journals.
Jack Gauldie, Ph.D., is chairman of pathology and molecular medicine at
McMaster University. Dr. Gauldie is a fellow of the Royal Society of
Canada and recipient of the Canadian Medical Association medal of honour.
Peter N. Green, Ph.D., F.I. Biol., is Curator of the National Collection
of Industrial and Marine Bacteria (NCIMB), the largest public service
collection of bacteria in the United Kingdom. Dr Green has 31
peer-reviewed publications.
Thomas E. Ichim, Ph.D., is Chief Executive Officer Medistem Laboratories
Inc, a stem cell therapy company. Dr. Ichim is an immunologist and has
been extensively published in the fields of cell therapy and immunology.
Michael J. Lane, Ph.D., is a professor at SUNY - Upstate Medical
University in Syracuse, New York. Dr. Lane was a founder of Genmap, Inc.,
of New Haven, CT, and Tm Bioscience Corporation, Toronto, Canada.
Xiang-Dong Lei, Ph.D., is a molecular biologist. Dr Lei has published 15
peer-reviewed papers, and was head of cancer vaccine development at a
leading biotechnology company.
Liping Liu, Ph.D., is a bioorganic chemist with 19 peer-reviewed papers.
Dr. Liu led a team of researchers that discovered more than one thousand
novel tumor associated antigens in three years.
Johannes van Netten, Ph.D., is adjunct associate professor at the
University of Victoria; director of research, Special Developmental
Laboratory, Royal Jubilee Hospital; and a member of the consulting staff,
Vancouver Island Cancer Centre, British Columbia Cancer Agency.
In addition to the proposed Scientific Advisory Board of the resulting
issuer following completion of the Qualifying Transaction, it is
anticipated that the following individuals will form the Clinical
Advisory Board of the resulting issuer:
Leonid Bajenov, Ph.D., M.D., is a professor at the Vakhidov Research
Center, Tashkent, Republic of Uzbekistan. Dr. Bajenov has published more
than 300 scientific works, and is currently conducting clinical trials of
Coley Fluid.
Zuhal Butuner, O.D., MSc, MBA, is a clinical and regulatory advisor.
Previously Senior Clinical Program Manager at Biogen Inc., she led and
managed the team responsible for obtaining FDA approval for the drug
Avonex(R).
Peter Coy, M.D., is a retired radiation oncologist and formerly clinical
assistant professor at the University of British Columbia. Dr. Coy was
chair of the lung cancer sub-committee of the National Cancer Institute
of Canada Clinical Trials Committee.
Hal Gunn, M.D., is co-founder of InspireHealth, Vancouver. Dr. Gunn is an
authority in the field of bacterial cancer vaccines, and has a clinical
appointment with the University of British Columbia School of Medicine.
Kenneth Wilson, M.D., is a medical oncologist at the Vancouver Island
Cancer Centre and a clinical associate professor at the University of
British Columbia. Dr. Wilson has published more than 150 papers and
communications.
As noted above, completion of the Qualifying Transaction is subject to a
number of conditions, including, but not limited to, acceptance by the
Exchange. The Qualifying Transaction cannot close until the required
approvals have been obtained. There can be no assurance that the
Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement
or management information circular of Echelon to be prepared in
connection with the proposed Qualifying Transaction, any information
released or received with respect to the proposed Qualifying Transaction
may not be accurate or complete and should not be relied upon. Trading in
the securities of Echelon should be considered to be highly speculative.
This press release contains projections and forward-looking information
that involve various risks and uncertainties regarding future events.
Such forward-looking information can include without limitation
statements based on current expectations involving a number of risks and
uncertainties and are not guarantees of future performance of Echelon or
MBVax. These risks and uncertainties could cause actual results and
Echelon or MBVax's plans and objectives to differ materially from those
expressed in the forward-looking information. Actual results and future
events could differ materially from those anticipated in such
information. These and all subsequent written and oral forward-looking
information are based on estimates and opinions of management on the
dates they are made and expressly qualified in their entirety by this
notice. Echelon assumes no obligation to update forward-looking
information should circumstances or management's estimates or opinions
change.
Exchange has in no way passed upon the merits of the proposed
Qualifying Transaction and has neither approved nor disapproved the
contents of this release.
Contacts:
Echelon Capital Corporation
John Eckert
President and Chief Executive Officer
(416) 363-2000
MBVax Bioscience Inc.
Donald MacAdam
President
(905) 304-8680
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