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CNS Contagious Gaming Inc

0.01
0.00 (0.00%)
29 Nov 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Contagious Gaming Inc TSXV:CNS 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% 0.01 0.005 0.005 0 15:31:34

CanAsia Signs Letter of Intent to Acquire Global Neuro Technologies Inc.

09/10/2013 2:00pm

Marketwired Canada


CanAsia Financial Inc. ("CanAsia" or the "Company") (TSX VENTURE:CNA) is pleased
to announce that it has signed an arms-length non-binding letter of intent dated
October 3, 2013 (the "LOI") with Global Neuro Technologies Inc. ("GNT"), a
private company incorporated under the laws of the British Virgin Islands,
whereby the Company will acquire all of the outstanding shares of GNT by issuing
to the shareholders of GNT a total of 714,285,714 units of CanAsia (the "Units")
at a deemed value of $0.07 per Unit for an aggregate consideration of CDN$50
million (the "Proposed Acquisition"). The Units will be comprised of one (1)
non-voting series D preferred share of CanAsia ("Preferred Share") and one-half
(1/2) of one share purchase warrant of CanAsia ("Warrant"). Subject to the
conditions noted below, each Preferred Share may be converted by the holder
thereof into one common share of CanAsia ("Common Share") at no additional cost
to the holder for a period of five (5) years from the date of issuance. Each
whole Warrant entitles the holder thereof to purchase one Common Share at a
price of $0.14 per share expiring five (5) years from the date of issuance. 


The Company currently has 66,664,000 Common Shares issued and outstanding on an
undiluted basis (119,689,000 Common Shares on a fully diluted basis). The
Proposed Acquisition is a reverse takeover and change of business pursuant to
the rules of the TSX Venture Exchange Inc. ("Exchange"). No directors and/or
officers of the Company owns any of the outstanding voting securities of GNT.  


Pursuant to the LOI and subject to the approval of the Exchange, CanAsia will
pay to GNT a deposit of $500,000 (the "Deposit"). GNT, together with GNT Pharma
Co. Ltd. ("GNTP") (a South Korean company), AmKor Pharma Co. Ltd. (a Delaware
company) ("AmKor"), GNT Holdings Co. Ltd. (a South Korean company) ("GNTH"), the
parent company of GNTP, AmKor, and the GNT group of companies (together the "GNT
Group"), and Dr. Byoung Joo Gwag, have provided an undertaking to refund the
Deposit if the Proposed Acquisition is not completed by June 30, 2014. If
Exchange approval of the Deposit is not obtained within 10 business days of the
date of acceptance of the LOI, the terms and conditions of the LOI shall
terminate. The Deposit will be fully refundable to CanAsia if the Proposed
Acquisition cannot be completed on or before June 30, 2014 or GNT terminates the
Proposed Acquisition at any time. 


The GNT Group is engaged in the business of drug research and discovery. Founded
in 1998 with a team of 88 neurologists and research fellows and US$90 million in
financing, GNTP's objective was to develop safe and efficacious drugs for
mankind. It has since discovered unique drug candidates Neu2000 and others for
central nervous system ("CNS") diseases as well as non-CNS diseases. 


According to the World Stroke Organization, every six seconds someone will die
from a stroke. Strokes claim the lives of nearly six million people each year.
Management of GNT is not aware of any existing U.S. Food and Drug Administration
("FDA") drug candidates known for treatment of the disease without serious
adverse effects. 


Neu2000 is a multimodal drug candidate for strokes. It protects brain cells by
blocking both glutamate and free radial toxicity, two major routes of brain cell
death after a stroke. GNT Group's scientists discovered chemical structures
essential for such neuroprotective effects and selected Neu2000 as a drug
candidate for strokes based upon safety and efficacy.


Neu2000 has advanced into clinical stage in the United States of America, South
Korea and China. Approximately US$50 million and 15 years of research had been
invested in the development of Neu2000 to date. It has received FDA approval for
safety in humans. Neu2000 has been licensed to third parties in Korea and China.
Global expansion is planned in 2014 or 2015.


Currently, Jay Leung is the sole shareholder of GNT which holds the rights to
the Neu2000 patents for strokes ("Patents"). He is also a founder and
significant shareholder of GNTH, the parent company of GNTP which owns and
controls AmKor. The ownership of the Patents will be transferred to GNT
concurrently or prior to the completion of the Proposed Acquisition, at which
time the Company is expected to be the sole shareholder of GNT. The Preferred
Shares and Warrants issued pursuant to the Proposed Acquisition will be
distributed to the GNT Group.


The business of the Company will be the business of GNT if the Proposed
Acquisition is completed. It is expected upon completion of the Proposed
Acquisition, the Company will be a Life Sciences Issuer.


The completion of the Proposed Acquisition is subject to the following conditions:



1.  The Company will complete a debt or equity financing for a minimum
    CDN$3,500,000 (the "Financing") prior to or concurrent with the closing
    of the Proposed Acquisition. The net proceeds from the Financing will be
    used for additional research and development of the Neu2000 for stroke
    indication ("R&D Proceeds"); 
    
2.  Each Preferred Share is convertible into one Common Share only if: 
    
    a.  GNT completes the Proof of Concept Study for Efficacy in humans in
        drug development of Neu2000 drug candidate for strokes; and 
        
    b.  GNT enters into licenses of Neu2000 for revenue on or before 36
        months from the date that GNT receives the R&D Proceeds (the
        satisfaction of paragraphs 2(a) and (b) shall be referred to as a
        "Success"); 
        
3.  CanAsia may, in its discretion, cancel all of the issued and outstanding
    Preferred Shares if GNT fails to reach Success. Upon the cancellation of
    Preferred Shares, CanAsia will return all of the rights and Patents to
    GNTH or its designated party at no cost; and 
    
4.  Concurrent or prior to the closing of the Proposed Acquisition, the
    Patents or a company owning the Patents will be transferred to GNT. 



The completion of the Proposed Acquisition is also subject to several other
conditions set out in the LOI, including approval by the directors of the
Company and GNT, entering into a definitive agreement, satisfactory completion
of due diligence, shareholder approval and regulatory approval. 


The Company will issue a future press release or press releases setting out the
financial statements for GNT, details of the Financing and information on the
directors and officers of the Company continuing after the completion of the
Proposed Acquisition.


The Company has requested a halt in trading of its Common Shares and, pursuant
to the rules of the Exchange, the halt in trading is expected to continue until
the completion of the Proposed Acquisition and the minimum listing requirements
of the Exchange are met or such earlier time as may be allowed by the Exchange.
Sponsorship pursuant to rules of the Exchange may be required. The Company has
not yet engaged a sponsor.


Completion of the Proposed Acquisition is subject to a number of conditions,
including Exchange acceptance and disinterested shareholder approval. The
Proposed Acquisition cannot close until the required shareholder approval is
obtained. There can be no assurance that the Proposed Acquisition will be
completed as proposed or at all.


Investors are cautioned that, except as disclosed in the management information
circular to be prepared in connection with the Proposed Acquisition, any
information released or received with respect to the Proposed Acquisition may
not be accurate or complete and should not be relied upon. Trading in the
securities of the Company should be considered highly speculative.


The TSX Venture Exchange has in no way passed upon the merits of the Proposed
Acquisition and has neither approved nor disapproved the contents of this press
release. 


About CanAsia

CanAsia is Alberta based company listed on the TSX Venture Exchange. It is
engaged in the business of developing unique new business opportunities in the
Pacific Rim countries. The Company is located in Calgary, Alberta of Canada. 


Advisory

This news release may contain certain forward -looking information and
statements, including without limitation, statements pertaining to the Proposed
Acquisition including the Company's ability to obtain financing and the
necessary approvals, including regulatory approvals. Statements containing the
words: 'believes', 'intends', 'expects', 'plans', 'seeks' and 'anticipates' and
any other words of similar meaning are forward-looking. All statements included
herein involve various risks and uncertainties because they relate to future
events and circumstances beyond the Company's control. There can be no assurance
that such information will prove to be accurate, and actual results and future
events could differ materially from those anticipated in such information. A
description of assumptions used to develop such forward-looking information and
a description of risk factors that may cause actual results to differ materially
from forward-looking information can be found in CanAsia's disclosure documents
on the SEDAR website at www.sedar.com. Any forward-looking statements are made
as of the date of this press release and CanAsia does not undertake to update
any forward-looking information except in accordance with applicable securities
laws.


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
CanAsia Financial Inc.
James G. Louie
Chief Executive Officer
(403) 870-7383
contactus@canasiafinancial.com

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