(TheNewswire)
Vancouver, British Columbia / TheNewswire / March 22, 2017 – Gravis Energy Corp. (CNSX: GVE) (the “Company”) and BiocurePharm Corporation (“BiocurePharm”) announce today that they have entered into a definitive merger agreement whereby Gravis Energy Corp will acquire all of the issued and outstanding securities of BiocurePharm in consideration of the issuance of common shares of the Company (the “Transaction”). Finder’s fees shall be payable in common shares of the Company in relation to the Transaction.
Transaction
The Transaction is part of a fundamental change of business for the Company to re-classify itself from being a resource issuer to an issuer operating as biopharmaceutical company. Upon completion of the Transaction, the Company anticipates changing its name to “Biocure Technology Inc.”
Pursuant to the Merger Agreement, the Company will consolidate its share capital on a seven old for one new basis (the “Consolidation”) and will acquire all of the issued and outstanding securities of BiocurePharm in consideration of the issuance of common shares of the Company on the basis of 24 post- Consolidation common shares of the Company being issued for each share of BiocurePharm held.
An arm’s length finder is entitled to receive a fee representing 4% of the issued and outstanding common
shares of the Company following completion of the Transaction.
The full particulars of the proposed Transaction will be described in a listing statement to be completed in accordance with the policies of the CSE, and which will be available under the Company’s profile at www.sedar.com.
The Transaction will be effected through a corporate law procedure in Korea whereby the Company will incorporate a wholly-owned Korean subsidiary (the “Korean Subsidiary”) which will initially hold the Common Shares issuable to the shareholders of Biocure Pharm. The Korean Subsidiary will enter into a comprehensive swap procedure with BiocurePharm in accordance with the Korean Commercial Code such that the Korean Subsidiary will ‘swap’ the common shares issued by the Company for the BiocurePharm shares and BiocurePharm will become a wholly-owned subsidiary of Korean Subsidiary, which in turn shall remain a wholly-owned subsidiary of the Company.
About the Company
Gravis Energy Corp. (CNSX: GVE) is a Canadian based uranium exploration and development company which has a property in Athabasca Basin, Saskatchewan. Gravis Energy Corp. has a 10% interest in a Korean consortium which includes Korea Hydro & Nuclear Power Co. Ltd., Korea Nuclear Fuel Co. Ltd., and Hanwha Corporation.
About BiocurePharm
BiocurePharm is a private South Korean based Bio Pharmaceutical company specializing in the development and potential commercialization of biosimilar pharmaceutical products. BiocurePharm is in the process of clinical trials of five major biosimilar products in South Korea, including Interferon Beta 1b, Filgrastim and Ranibizumab.
Interferon Beta 1b is used for treating relapsing forms of multiple sclerosis (“MS”), to reduce the number of
flare-ups and slow down the development of physical disability associated with MS. The global market in
2016 is estimated at USD 9 billion and the industry is showing promising growth. Filgrastim is used to treat neutropenia, a lack of certain white blood cells caused by cancer, bone marrow transplant, chemotherapy,
or by other conditions. The global market in 2016 is estimated to be worth USD 6 billion.
Ranibizumab is used for treating macular degeneration. It is also used to treat a type of eye problem known as macular edema. As well as certain eye problems caused by diabetes. The global market for 2017 is estimated to be USD 9.8 billion.
BiocurePharm is also developing FMD Vaccine (Food and Mouse Disease)Vaccine, Hair growth production, and Breast Cancer kit.
Conditions Precedent to Completing the Transaction
The parties’ obligations to complete the Transaction are subject to the satisfaction of a number of conditions including, but not limited to, CSE approval, the approval of the shareholders of the Company and other conditions customary for a transaction of this type. The proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed Transaction will be completed as proposed or at all.
No stock exchange has passed upon the merits of the proposed Transaction, and has neither approved nor disapproved the contents of this press release.
Officers, Directors and Insiders upon Completion of the Transaction
Upon completion of the Transaction, Sang Mok Lee, the co-founder, Chief Executive Officer and director of BiocurePharm shall be appointed to the Board of Directors of the Company and as its CEO. It is anticipated that Julie Hajduk will resign as CEO and from the Board of Directors. The remaining director and officers of the Company are expected to remain unchanged.
For further information regarding the Company, see the Company’s disclosure documents on SEDAR
ON BEHALF OF THE BOARD OF DIRECTORS
/s/ “Julie Hajduk”
CEO and Director
For further information, please contact:
Gravis Energy Corp. Telephone: [1-778-331-3816]
Not for distribution to United States wire services or dissemination in the United States. This news 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 U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Certain statements in this news release, which are not historical in nature, constitute “forward looking statements” within the meaning of that phrase under applicable Canadian securities law. These statements include, but are not limited to, statements or information concerning the Merger Agreement, any subsequent financings, escrow of securities, identity of management and board of directors of the Company, the Company’s business activities following the completion of the Transaction, the timing of any of the Company’s performance or events. These statements reflect management’s current assumptions and expectations and by their nature are subject to certain underlying assumptions, known and unknown risks and uncertainties and other factors which may cause actual results, performance or events to be materially different from those expressed or implied by such forward looking statements. Except as required pursuant to applicable securities laws, the Company will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Company. Readers are cautioned not to place undue reliance on forward looking statements.
Neither the Canadian Securities Exchange (the “CSE”) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
Completion of the transaction disclosed herein is subject to a number of conditions, including but not limited to, CSE acceptance and if applicable pursuant to requirements of the CSE, and shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
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