CALGARY, Canada, June 16 – SemBioSys Genetics Inc. (TSX:SBS) (“SemBioSys” or the “Corporation”) today announced it has filed a preliminary short form prospectus in all Provinces of Canada, except Quebec (the “Qualifying Provinces”) in connection with an offering of a minimum of 8,572,000 units (“Unit”) at a price of $0.35 per Unit (the “Offering Price”) for gross proceeds of $3,000,200 and up to 21,429,000 Units for gross proceeds of approximately $7,500,150.
Each Unit is comprised of one common share of the Corporation (“Common Share”) and one Common Share purchase warrant (“Warrant”). Each Warrant will entitle the holder to purchase one Common Share for 36 months after the closing of the Offering at a price of $0.55 per Common Share.
A syndicate, led by Acumen Capital Finance Partners Limited, and including PI Financial Corp. (the “Agents”), will act as agents in connection with the Offering. The closing of the Offering is expected to occur on or about July 6, 2009, and is subject to usual regulatory approvals. SemBioSys intends to use the net proceeds of the Offering to fund the ongoing development of its Apo AIMilano and Biosimilar Insulin programs.
The Common Shares and Warrants to be issued under the Offering are to be qualified for distribution in the Qualifying Provinces and such other jurisdictions as may be agreed to by the Company and the Agents.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, a person in the United States or a “U.S. person” (as defined in Regulation S under the U.S. Securities Act) except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.
About SemBioSys
Calgary, Alberta-based SemBioSys is a world leader in manufacturing high-value proteins and oils in plant seeds. With its unique proprietary platform, SemBioSys provides partners with product enablement, exceptionally low cost and unprecedented scalability. The Company applies this platform with high selectivity to opportunities where it has a unique competitive advantage. Since its inception, SemBioSys has produced more than 50 non-native proteins and oils using its patented seed technology, demonstrating applicability across a broad range of industries such as pharmaceuticals, personal care and industrial products. The Company’s current pharmaceutical development programs include insulin (SBS-1000, regulated as a biosimilar in Europe) and Apo AIMilano, a next-generation cardiovascular therapy. SemBioSys is listed on the Toronto Stock Exchange under the ticker SBS. More information is available at www.sembiosys.com.
This press release contains certain forward-looking statements, including, without limitation, statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and other similar expressions which constitute “forward-looking information” within the meaning of applicable securities laws. Forward-looking statements reflect the Company’s current expectation and assumptions, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements involve risks and uncertainties including, but not limited to, changing market conditions and market size, the acceptance of an IND by the FDA in respect of clinical studies, the submission of a CTA to the appropriate European authorities, the successful initiation and timely and successful completion of clinical studies, the fact that Apo AIMilano is currently a development stage drug, the establishment of corporate alliances, the impact of competitive products and pricing, new product development, uncertainties related to the regulatory approval process and other risks detailed from time-to-time in the Company’s ongoing filings with the Canadian securities regulatory authorities which filings can be found at www.sedar.com. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise, except as required by applicable Canadian securities laws.