ADVFN Logo ADVFN

We could not find any results for:
Make sure your spelling is correct or try broadening your search.

Trending Now

Toplists

It looks like you aren't logged in.
Click the button below to log in and view your recent history.

Hot Features

Registration Strip Icon for discussion Register to chat with like-minded investors on our interactive forums.

IVT Investus Real Estate

0.00
0.00 (0.00%)
Share Name Share Symbol Market Type
Investus Real Estate TSXV:IVT TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Rhino and IVT Shareholders Approve Qualifying Transaction

25/09/2009 9:18pm

Marketwired Canada


NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Rhino Resources Inc. (TSX VENTURE:RHI.P) (the "Company" or "Rhino"), a Capital
Pool Company ("CPC"), and ImmunoVaccine Technologies Inc. ("IVT") are pleased to
announce that their respective shareholders have approved the Arrangement
Agreement (the "Agreement") reflecting the terms of a binding term sheet dated
effective June 1, 2009 for Rhino's acquisition (the "Transaction") of IVT. The
details of the Transaction were included in press releases dated June 8 and
August 19, 2009 and certain information is updated or reported herein. The
Transaction has been approved as Rhino's qualifying transaction by the
TSX-Venture Exchange (the "Exchange"), subject to certain conditions. IVT is a
private company, based in Halifax, Nova Scotia, incorporated under the Companies
Act of Nova Scotia (the "Act") on March 28, 2000.


The Concurrent Financing, described herein, is expected to close on September
29, 2009, subject to the issuance of the final Exchange Bulletin. As of this
date, the Concurrent Financing is expected to result in gross proceeds of
approximately $8.3 million through the issuance of approximately 11.9 million
common shares at $0.70 per share.


Trading Halt Request

Rhino's shareholders have also approved the consolidation of the Company's
shares on the basis of one new Rhino common share ("New Common Share") for each
five existing Rhino common shares (the "Rhino Share Consolidation"). The Company
has requested that the Exchange halt trading of the common shares of Rhino from
September 28, 2009 until the Exchange has issued its final Exchange Bulletin. As
part of the Transaction, the Company will change its name to ImmunoVaccine Inc.
and will commence trading under the symbol IMV.


The Transaction

The Agreement provides that, subject to the fulfillment of certain conditions,
the Transaction will take the form of a share exchange whereby Rhino will
acquire all of the issued and outstanding common shares of IVT in consideration
for common shares of Rhino. In order to effect the Transaction, Rhino and IVT
have entered into a plan of arrangement (the "Plan of Arrangement") and will
seek court approval thereof in accordance with the provisions of Section 130 of
the Act.


Pursuant to the Transaction, Rhino shares will be consolidated on the basis of
one New Common Share for each five existing Rhino common shares and each one
existing IVT common share will be exchanged for one New Common Share (the "IVT
Acquisition"). There are currently 12,000,000 Rhino common shares issued and
outstanding which will be consolidated into 2,400,000 New Common Shares and
30,601,110 IVT common shares issued and outstanding which will be exchanged for
30,601,110 New Common Shares in the capital of Rhino. Rhino's New Common Shares
will be issued at a deemed Issue Price of $0.70 per share ($0.14 per share
pre-consolidation) and the total consideration payable to IVT shareholders is
deemed to be valued at $21,420,777.


Upon closing of the Transaction, 2,790,437 outstanding IVT options entitling the
holders to purchase a total of 2,790,437 common shares of IVT at an average
price of $0.59 per share will be converted into an equal number of Rhino options
with no adjustment to the exercise price. Also upon closing of the Transaction,
93,143 IVT warrants entitling the holders to purchase 139,714 common shares of
IVT at an average price of $1.17 per share (each warrant exercisable into 1.5
common shares at an exercise price of $1.75 per warrant) will be converted into
139,714 Rhino warrants exercisable into 139,714 common shares at an exercise
price of $1.17 per share.


Rhino's shareholders have also elected Wade K. Dawe, Denis Ryan, Randal Chase,
Michael Kirby and William Cochrane, being five of the existing six directors of
IVT, as directors of the Company to hold office until the next annual meeting of
the Company. Brian MacEachen, Terry Christopher and Keith Abriel, currently
serving as directors of the Company, will resign following approval of the
Transaction by the Exchange.


IVT has recently hired Mr. Gary Dodge as Chief Financial Officer. Mr. Dodge is a
Chartered Accountant with extensive experience in financial reporting and
capital markets. Mr. Dodge joins IVT from SolutionInc Technologies Limited where
he has served as Chief Financial Officer since 2007. In joining IVT's executive,
Mr. Dodge has been granted 75,000 stock options at a strike price of $0.70 per
option and an expiration date of September 4, 2019. Mr. Dodge will serve as
Chief Financial Officer of the resulting issuer.


Assets of the Resulting Issuer

IVT, with facilities in Halifax, Nova Scotia, is a clinical-stage biotechnology
firm which has patented vaccine delivery and enhancement technologies trade
named VacciMax(R) and DepoVax(TM) with a strong early stage pipeline of
infectious disease and cancer vaccine products.


IVT owns an intellectual property portfolio for its VacciMax(R) platform
technology, including 18 granted patents and applications in Canada, US, Europe,
Australia and Japan. US Patent 6,793,923 (issued in 2004) contains very broad
claims to IVT's platform, covering "any antigen, any adjuvant in any liposome
and any oil". The platform name is protected by trademark in the US and Europe.
IVT has also filed additional patent applications to protect DepoVax(TM)
formulations as well as delivery of oligonucleotides and others.


IVT's vaccine delivery and enhancement technology has achieved 100% tumor
elimination in three independent pre-clinical models as well as reducing the
number of doses required for efficacy of infectious disease vaccines from two or
three to a single dose. IVT has developed a therapeutic vaccine against ovarian,
breast and prostate cancer that, in conjunction with its vaccine delivery
technology, is being readied to enter Phase I human clinical trials. IVT will
pursue a fast-track regulatory strategy by taking the product through a short
Phase I into a Phase II clinical trial. In addition, IVT is conducting
pre-clinical studies for two infectious disease vaccines: single dose pandemic
influenza and Hepatitis B.


While IVT's technology is early stage, it has characteristics of a later stage
entity. Use of IVT's delivery technology for human health applications has been
evaluated in not just one, but a wide variety of preclinical therapeutic cancer
and prophylactic infectious disease animal models. IVT has endeavoured to
license the delivery technology to large health companies for use and has
already licensed some uses to Pfizer Animal Health for livestock vaccines,
generating its first revenues in Q1 2008.


IVT is committed to advancing an infectious disease and a therapeutic cancer
vaccine into a Phase I clinical trial and plans to follow with Phase II trials,
where justified with Phase I data to maximize value. At this date, IVT plans to
do this sequentially, and will take only one product into a Phase I clinical
trial in order to demonstrate safety and early efficacy of the DepoVax(TM)
platform. The other products will follow at the appropriate time.


IVT has completed crucial scale-up and manufacturing method development for the
DepoVax(TM) platform which is applicable to all of IVT's subsequent human health
vaccines. The scale-up methods have been transferred to a reputable contract
GMP(1) development and manufacturing facility. This site has an establishment
license from Health Canada, which allows it to manufacture sterile products for
clinical and commercial purposes. Dedicated, IVT-owned equipment has been
purchased and installed at the site.


IVT has manufactured commercial scale vaccine batches, including the most recent
50 litres (200,000 doses) of a Hepatitis B vaccine. This accomplishment is
particularly important because historically, large-scale production of liposomes
has been a significant challenge. IVT has confirmed both the stability and that
the biological activity of the batch is equivalent to IVT's laboratory batches.


Concurrent Financings

As a condition to closing the Transaction, and subject to any necessary
approvals, IVT will complete equity financings (the "Concurrent Financings")
following and conditional on the Rhino Share Consolidation. As of the date of
this release, it is expected that approximately 6.2 million IVT shares will be
issued pursuant to a brokered private placement and 5.9 million IVT shares will
be issued through subscription by existing IVT shareholders resulting in the
issuance of approximately 11.9 million IVT common shares priced at $0.70 per
share for gross proceeds of $8.3 million. Blackmont Capital Inc. is the lead
agent of the brokered private placement and SP Angel Corporate Finance LLP and
Beacon Securities Limited are Co-agents. The agents will earn an aggregate 8%
cash commission on the brokered private placement and will receive agents'
warrants entitling the agents to acquire IVT common shares, equal to 8% of the
shares issued pursuant to the brokered private placement, at a price per share
of $0.70 and expiring 12 months following the closing of the Transaction.


Rhino and IVT intend to use the proceeds of the financings to enter Phase I
human clinical trials for IVT's therapeutic vaccine against ovarian, breast and
prostate cancer, in conjunction with its vaccine delivery technology. Rhino and
IVT plan to pursue a fast-track regulatory strategy by taking the product
through a short Phase I and, if successful, into a Phase II clinical trial.


Following completion of the Transaction, including the Rhino Share
Consolidation, the IVT Acquisition, and the Concurrent Financings, there are
expected to be 44.9 million common shares of Rhino outstanding (excluding the
exercise of any options or warrants issued pursuant to the financing).


Conditions to the closing of the Qualifying Transaction

The closing of the Qualifying Transaction remains subject to a number of terms
and conditions including the following:


a) Completion of the Concurrent Financings described herein;

b) Court approval of the plan of arrangement;

c) Issuance of the Final Exchange Bulletin;

d) the absence of: (i) any judgment, injunction, order or decree which restrains
or enjoins or otherwise prohibits the Transaction; or (ii) a material adverse
change in the business, affairs or results of operations of either party, which
the other party determines will have a material adverse effect on the merged
companies;


e) compliance in all material respects by Rhino and IVT with their covenants and
the accuracy of representations and warranties provided for in the definitive
agreement as at closing; and


f) receipt of all necessary waivers or consents.

The Company anticipates that the Final Exchange Bulletin will be issued during
the first week of October 2009.


Brian MacEachen, Director - Rhino

Brian Lowe, Vice President - IVT

Completion of the Qualifying Transaction is subject to a number of conditions,
including but not limited to, further due diligence, Exchange acceptance, and
majority of the minority shareholder approval. There can be no assurance that
the transaction will be completed as proposed or at all.


Investors are cautioned that, except as disclosed in Rhino's Filing Circular to
be prepared in connection with the Qualifying Transaction, any information
released or received with respect to the Qualifying Transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of
Rhino should be considered highly speculative.


Certain information contained herein relating to but not limited to IVT and its
vaccines contains forward-looking information under applicable securities law.
All statements, other than statements of historical fact, which address
activities, events or developments that we expect or anticipate may or will
occur in the future are forward-looking information. Forward-looking information
typically contains statements with words such as "may", "estimate",
"anticipate", "believe", "expect", "plan", "intend", "target", "project",
"forecast" or similar words suggesting future outcomes or outlook. The within
discussion is intended to identify certain factors, although not necessarily all
factors, which could cause future outcomes to differ materially from those set
forth in the forward-looking information. The risks and uncertainties that may
affect the operations, performance, development and results of the business
include, but are not limited to the following factors:


The major risk factors affecting Rhino and IVT are completion of the
Transaction, access to capital, the successful completion of the clinical trial
phase I and receipt of all required regulatory approvals.


The reader is cautioned that these factors and risks are difficult to predict
and that the assumptions used in the preparation of such information, although
considered reasonably accurate by IVT at the time of preparation, may prove to
be incorrect or may not occur. Accordingly, Rhino and IVT caution that actual
results achieved may vary from the information provided herein and the
variations may be material. There is no representation by Rhino or IVT that
actual results achieved will be the same in whole or in part as those set out in
the forward-looking information. Furthermore, the forward-looking statements
contained herein are made as of the date hereof and Rhino and IVT do not
undertake any obligation to update publicly or to revise any forward-looking
information whether as a result of new information, future events or otherwise.
Any forward-looking information contained herein is expressly qualified by this
cautionary statement.


(1) GMP - Good Manufacturing Practices

1 Year Investus Real Estate Chart

1 Year Investus Real Estate Chart

1 Month Investus Real Estate Chart

1 Month Investus Real Estate Chart