Resverlogix Corporation Secures Increase to Citibank Loan to $38.8 million
Published: Mar 11, 2013
TSX Exchange Symbol: RVX
CALGARY, March 11, 2013 /PRNewswire/ - Resverlogix Corp. (TSX:RVX) ("Resverlogix") today announced that it has entered into an Amended and Restated Loan Agreement with Citibank, N.A. ("Citibank") increasing the previously announced loan granted to Resverlogix by Citibank from $25 million to $38.8 million.. The loan is repayable upon maturity on August 28, 2017 and may be repaid in whole or in part after August 27, 2013 without penalty. Interest on the loan is payable annually in arrears at 4.5% per annum until August 27, 2013 and thereafter at a rate equal to Canadian one-year LIBOR swap rate plus 3.14%, to be reset annually. The loan is secured by an irrevocable $38.8 million Standby Letter of Credit (the "Letter of Credit") arranged by Eastern Capital Limited ("Eastern") which will be maintained until maturity of the loan.
In connection with the Letter of Credit, Resverlogix has agreed to indemnify Eastern for all liabilities, costs and expenses arising from any payments made to Citibank under the Letter of Credit and Resverlogix has pledged its issued patents and certain tax losses and pools to Eastern as security for its obligations under the indemnity. Resverlogix also issued an additional 728,640 share purchase warrants to Eastern in connection with the loan increase and will pay a guarantee fee to Eastern in the amount of 0.03% per annum on the average daily aggregate principal amount of the issued and undrawn Letter of Credit. Each warrant is exercisable at a price of $2.38 for a period of five years. Eastern Capital holds 13,200,000 shares of Resverlogix which represents 17.8% of the 74,225,183 common shares outstanding before giving effect to any outstanding warrants. After giving effect to the transaction, assuming all warrants are exercised, Eastern will hold 15,248,640 shares of Resverlogix representing 19.99% of Resverlogix's issued and outstanding common shares based on shares outstanding as at today's date. Resverlogix is exempted from formal valuation and minority approval requirements of applicable securities laws on the basis that neither the fair market value of, nor the fair market value of the consideration for, the transaction, insofar as it involves Eastern, exceeds 25% of Resverlogix's market capitalization.
Resverlogix intends to use the net proceeds from the loan to fund research and development activities, general and administrative expenses, increased working capital and other general corporate purposes. The transaction was unanimously approved by Resverlogix's board of directors.
"We are pleased to expand our partnership with Citibank and Eastern on this unique transaction that offers an attractive cost of capital and freedom to repay the loan in whole or in part at any time after August 27, 2013 with minimal dilution," stated Donald McCaffrey, President and CEO of Resverlogix.
About Resverlogix Corp.
Resverlogix Corp. (TSX:RVX) is a clinical stage cardiovascular company with an epigenetic platform technology that modulates protein production. Resverlogix is developing RVX-208, a first-in-class small molecule for the treatment of atherosclerosis. RVX-208 is the first BET bromodomain inhibitor in clinical trials. New compounds arising from Resverlogix' epigenetic drug development platform function by inhibiting BET bromodomains and have the potential to impact multiple diseases including autoimmune diseases, cancer, neurodegenerative diseases and diabetes mellitus. Resverlogix's common shares trade on the Toronto Stock Exchange (TSX: RVX). For further information please visit www.resverlogix.com . Follow us on our blog at http://www.resverlogix.com/blog/.
This news release may contain certain forward-looking information as defined under applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. In particular, this news release includes forward looking information relating to the use of proceeds of the offering. Our actual results, events or developments could be materially different from those expressed or implied by these forward-looking statements. We can give no assurance that any of the events or expectations will occur or be realized. By their nature, forward-looking statements are subject to numerous assumptions and risk factors including but not limited to those assumptions and risk factors discussed in our Annual Information Form and most recent MD&A which are incorporated herein by reference and other documents we file from time to time with securities regulatory authorities, which are available through SEDAR at www.sedar.com. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement and are made as of the date hereof. We disclaim any intention and have no obligation or responsibility, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information, please contact:
Donald J. McCaffrey |
President & CEO
Director of Investor Relations
Chief Financial Officer
SOURCE Resverlogix Corp.