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LSN Life Sciences Institute Inc.

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0.00 (0.00%)
Share Name Share Symbol Market Type
Life Sciences Institute Inc. TSXV:LSN 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 -

Life Sciences Announces Reinstatement of Trading and Increase to Its Flow-Through Offering

19/10/2010 8:14pm

Marketwired Canada


Further to the May 3, 2010 news release of LIFE SCIENCES INSTITUTE INC. (TSX
VENTURE:LSN) (the "Corporation" or "Life Sciences" or following the COB, as
hereinafter defined, the "Resulting Issuer"), the TSX Venture Exchange (the
"Exchange" or the "TSXV") has advised that the Exchange Requirements necessary
to allow the Corporation's common shares ("Common Shares") to be reinstated to
trading have been satisfied. The Exchange has advised that 1) it has concluded
its compliance review of the Corporation and 2) has granted conditional
acceptance for the Corporation's Change of Business ("COB") which was disclosed
in the Corporation's November 2, 2009 dated news release and in the
Corporation's Information Circular dated April 30, 2010 (the "Information
Circular"). Further, the Corporation is pleased to announce that it has
increased the previously announced non-brokered private placement of Common
Shares (each a "Flow-Through Share") to be issued on a "flow-through" basis (the
"FT Offering") at a price of $0.12 per Flow-Through Share for from 7,916,666
Flow-Through Shares to 9,583,334 Flow-Through Shares increasing the gross
proceeds from $950,000 to $1,150,000. 


The Corporation's Common Shares will be reinstated to trading on a
pre-Consolidation basis, at the open of trading on or about October 21, 2010. 


Annual and Special Meeting of Shareholders 

The Corporation held an annual and special meeting (the "Meeting") of the
holders of Life Sciences Common Shares on June 3, 2010, 9:30 a.m. (Calgary time)
for the following purposes: 




i.  to receive the financial statements of Life Sciences for the fiscal year
    ended December 31, 2008, and the auditor's report thereon; 

ii. to consider and, if thought advisable to approve (with or without
    variation) a resolution of the disinterested holders of Common Shares
    ratifying the acquisition of certain oil and gas assets (the
    "Acquisitions"), all as more particularly described in the Information
    Circular, which, if ratified, will constitute a COB; 

iii. to consider and, if thought advisable to pass (with or without
     variation) a special resolution of the disinterested holders of Common
     Shares approving the disposition of the educational assets (the
     "Disposition") of the Corporation to the current management of the
     Corporation; 

iv. to consider and, if deemed advisable, to approve (with or without
    variation) the consolidation of share capital on a three (3) for one (1)
    basis (the "Consolidation"); 

v.  to consider, and if thought advisable to pass (with or without
    variation), a special resolution approving the change of the name of
    Life Sciences to "Quattro Exploration and Production Ltd.", or to such
    other name as may be determined by the directors and approved by the
    Exchange; 

vi. to consider and, if thought advisable to approve (with or without
    variation), a new stock option plan for the Corporation; 

vii. to fix the number of directors to be elected at five (5), and to elect
     directors for the ensuing year; 

viii. to appoint Meyers Norris Penny LLP, Chartered Accountants, as auditors
      for the ensuing year and to authorize the directors to fix their
      remuneration; and 

ix. to transact such further and other business as may properly be brought
    before the Meeting or any adjournment or adjournments thereof. 



The above resolutions were passed at the Meeting and the Corporation is
currently taking steps to complete the COB. It should be noted however that
certain directors elected at the Meeting will not take over the directorship of
the Corporation until such time as the COB is completed.


The Change of Business

The COB comprised of two steps, being both the Acquisitions and Disposition
which together will constitute a COB and not an RTO within the meaning of the
policies of the Exchange. The COB will require the successful completion of the
both the FT Offering and the SFOD Offering, both as defined below. Directly
following the COB, the Corporation will effect the Consolidation.


Pursuant to an agreement dated November 26, 2004, as amended June 3, 2010 (the
"Seismic Transaction Agreement"), Life Sciences agreed to buy the certain
seismic assets for $449,400 (including GST). Life Sciences has, as of the date
herein, paid Cacique Petroleum Ltd. ("Cacique") $150,000 cash, pursuant to the
Seismic Transaction Agreement. The remaining $299,400 payable pursuant to the
Seismic Transaction Agreement will be paid at the close of the COB through the
issuance of 200,000 Common Shares, on a post Consolidation basis, at an ascribed
value of $0.90 per Common Shares, the issuance of a promissory note by Life
Sciences in the amount of $90,000, bearing interest at a rate of 5% per annum
and due 24 months from the closing date of the COB, and an additional payment of
$29,400 payable through the issuance of a $29,400 debenture, with a 5% per annum
interest rate, convertible at the option of Life Sciences into 32,667 Common
Shares, on a post Consolidation basis, at an ascribed value of $0.90 per Common
Share, due 24 months from the closing date of the COB. 


Pursuant to an agreement dated May 4, 2005, as amended June 3, 2010 (the
"Saskatchewan Transaction Agreement"), Life Sciences agreed to purchase from
Kinetex Multi-Component Inc. ("Kinetex"), a corporation controlled at that time
by Leonard Van Betuw, a current proposed director of Life Sciences on the
closing of the COB, certain oil and gas assets located in the province of
Saskatchewan (the "Saskatchewan Assets") for $746,050 (including GST). Life
Sciences has paid Kinetex $225,000 in cash with the remaining $521,050 payable
through the issuance of 525,000 Common Shares, on a post Consolidation basis, at
an ascribed value of $0.60 per Common Share and an additional payment of
$206,050, which is to be made by way of a promissory note in the amount of
$206,050, bearing interest at a rate of 5% per annum and due 24 months from the
closing date of the COB. 


Pursuant to an agreement dated August 17, 2005 as amended June 3, 2010 (the
"Nova Scotia Transaction Agreement"), Life Sciences agreed to purchase the
certain assets (the "Nova Scotia Assets") from Kinetex for $763,726 (including
GST) and has paid Kinetex $75,000 cash, with the remaining $688,720 payable
through the issuance of a $630,600 debenture, with a 5% per annum interest rate,
convertible at the option of Life Sciences into 700,667 Common Shares, on a post
Consolidation basis, at an ascribed value of $0.90 per Common Share and due 24
months from the closing date of the COB, and an additional payment of $58,126
which is to be made by way of a promissory note in the amount of $58,126,
bearing interest at a rate of 5% per annum and due 24 months from the closing
date of the COB.


Pursuant to the COB, Life Sciences will also dispose of the all of the assets
and liabilities used in or otherwise relating to the education business as
currently carried on by Life Sciences (the "Education Assets") to the current
management of Life Sciences at a price of $734,326, with the purchase price
being paid entirely by way of the assumption of all indebtedness and liabilities
of Life Sciences relating to the Education Assets and the assumption of a
promissory note in the amount of $264,176, related to additional related
liabilities, due to Kinetex.


Details about the COB and the rest of the matters presented for approval at the
June 3, 2010 shareholders Meeting can be found in the Corporation's Information
Circular dated April 30, 2010, as filed on SEDAR (www.sedar.com).


The Financings 

The Corporation, as announced in its May 3, 2010 news release, has engaged
Wolverton to act as agent for an offering pursuant to a short offering document
pursuant to policy 4.6 of the TSXV (the "SFOD Offering"). The SFOD Offering is
for 20,000,000 units (the "Brokered Unit") at a price of approximately $0.10 per
Brokered Unit (the "Issue Price") for gross proceeds to Life Sciences of
$2,000,000. The SFOD Offering is contingent upon the Corporation filing with the
Exchange and the Exchange accepting, amongst other things 1) a SFOD and 2) an
Annual Information Form. The closing of the SFOD Offering will occur concurrent
with the close of the COB. Each Brokered Unit is comprised of one Common Share
and two half non-transferable purchase warrants. The first half warrant will
entitle the holder to acquire, for every whole warrant, one Common Share at a
price of $0.12 for a period of 24 months from the date of the closing of the
SFOD Offering and the second half warrant shall entitle the holder thereof to
acquire, for every whole warrant, one additional Common Share at a price of
$0.18, for a period of 36 months from the date of the closing of the SFOD
Offering. Wolverton will be paid a corporate finance fee of $27,000, a
commission equal to 8% of the amount raised pursuant to the SFOD Offering, plus
expenses. Wolverton will also receive an option (the "Agent's Option") to
acquire up to 8% of the number of Brokered Units sold pursuant the SFOD Offering
("Broker's Warrants"), at the Issue Price, exercisable for 36 months from the
close of the SFOD Offering. In addition Wolverton had been granted a right of
first refusal to act as agent on a public or private financing of the
Corporation for twelve months following the closing of the COB.


In addition the Corporation is also conducting the FT Offering of 9,583,333
Flow-Through Shares. The Corporation may pay finders fees of up to 8.00% of the
gross proceeds of the FT Offering. In addition to the hold period that will
apply to the securities issued under this FT Offering, per applicable securities
laws, these securities will also be subject to a four month hold period from the
time of the completion of the COB as announced on November 2, 2009, pursuant to
the Seed Share Resale restrictions under Policy 5.4 of the TSXV Corporate
Finance Manual. The Corporation notes that Life Sciences issued 416,666 shares
on a "flow-through" basis raising $50,000 on the same terms and conditions as
the FT Offering (the "2009 FT Offering"), for the 2009 tax year and has already
issued 1,250,000 Flow-Through Shares of the above mentioned 9,583,333
Flow-Through Shares for the 2010 tax year for gross proceeds of $150,000. The FT
Offering remains subject to final approval of the Exchange. 


The Corporation intends to use the proceeds received from the SFOD Offering to
cover certain general administrative expenses and certain expenses relative to
maintaining certain of the oil and gas assets acquired in the COB. In addition,
the Corporation intends to use the FT Offering proceeds to run a 3D/3C seismic
survey over the Corporation's land holdings in Saskatchewan. Following the
analysis of the 3D/3C seismic survey, the Corporation is scheduled to drill two
of the highest ranked oil targets previously identified with 2D seismic."
Depending on the results of this exploratory work up to 20 oil and gas wells may
be drilled to develop these prospects. The corporation will require additional
funding to drill such wells. There is no guarantee that the Corporation will be
able to secure such funding in the future.


Updates and Amendments to the Information Circular

The following table sets forth the estimated funds available to the Resulting
Issuer as at June 30, 2010:




----------------------------------------------------------------------------
Source of Funds                                           Approximate Amount
----------------------------------------------------------------------------
Working Capital deficit of Life Sciences   ($411,700)(1) (2) (3) (4) (5) (6)
----------------------------------------------------------------------------
Funds available from SFOD Offering                                $1,840,000
----------------------------------------------------------------------------
Funds available from FT Offering(6)                              $920,000(7)
----------------------------------------------------------------------------
Total                                                            $2,348,300
----------------------------------------------------------------------------



Notes:



1.  As at June 30, 2010 there was approximately $469,000 in accounts payable
    relative to the Resulting Issuer and $12,300 held in the trust account
    of TingleMerrett LLP relative to the Resulting Issuer, further there was
    an aggregate of $45,000 relative to subscription proceeds receivable. 
2.  To June 30, 2010 the Corporation has made $849,086 of exploration
    expenditures on behalf of the Resulting Issuer, $358,762 of which are
    attributable to the Nova Scotia Assets and the remaining $490,324 is
    attributable to the Saskatchewan Assets and has been expended in
    accordance the Work Program, as hereinafter defined. 
3.  Includes the net proceeds of $502,943 from the Non-Brokered Offering of
    10,181,260 Non-Brokered Units, as such terms are hereinafter defined,
    which was completed in 2009 and 2010. 
4.  400,000 of the Non-Brokered Units, as hereinafter defined, were issued
    to Scott Reeves for the payment of certain legal fees. 
5.  Includes the net proceeds of $50,000 from the 416,666 shares issued
    pursuant to the 2009 FT Offering. In addition, it includes the net
    proceeds of $150,000 from the issuance 1,250,000 Flow-Through Shares
    pursuant to the FT Offering. 
6.  This number does not include the accounts payable and accrued
    liabilities relative to the to the Education Assets, the deferred
    tuition relative to the Education Assets, any of the related party
    debentures due relative to the Education Assets, or the $1,509,176 due
    in consideration which will be satisfied at closing as described more
    particularly in the amended financial statements for the six month
    period ended June 30, 2010. 
7.  Represents the net proceeds of the balance of the FT Offering. 



Principal Purposes of Funds

As at the date hereof, the Corporation intends to use the funds available to it
upon completion of the COB substantially as set forth in the following table: 




----------------------------------------------------------------------------
Principal Uses of Available Funds         Amount Assuming Completion of the,
                                         SFOD Offering, and the FT Offering 
----------------------------------------------------------------------------
Completion of COB and the SFOD Offering                                     
 and the FT Offering                                             $175,000(1)
----------------------------------------------------------------------------
Exploration Program                                            $1,809,676(2)
----------------------------------------------------------------------------
General and Administrative Expenses for                                     
 12 months                                                       $218,520(3)
----------------------------------------------------------------------------
Unallocated working Capital                                        $145,104 
----------------------------------------------------------------------------
Total Uses of Funds                                               $2,348,300
----------------------------------------------------------------------------



Notes:



1.  Includes legal and accounting fees and all regulatory fees and other
    costs associated with the completion of the COB. 
2.  The proposed work program ("Work Program") consists of $2,300,000 as set
    forth in the Report on Evaluation of Prospective Resources (Wood
    Mountain Saskatchewan) (the Saskatchewan Assets) as at December 31, 2009
    and dated September 16, 2010, $490,324 of which has already been
    expended. 
3.  Estimated general and administrative expenses for the 12 month period
    following the close of the COB including: 
    a.  $7,000 per month for salaries and consulting fees ($1,200 per month
        will be paid to each Leonard Van Betuw as President and CEO and to
        Leonard Zaseybida as Vice President - Exploration, respectively) the
        remaining $4,600 to be paid to employees and consultants as
        required; 
    b.  $2,300 per month in lease expenses; 
    c.  $600 per month for telecommunication expenses; 
    d.  $700 per month for general office expense; 
    e.  $1,000 per month for insurance; 
    f.  $5,000 per month for legal and accounting fees; 
    g.  $610 per month for transfer agent fees and various regulatory filing
        fees; and 
    h.  $1,000 per month for various miscellaneous costs. 



The Corporation will spend the funds available to it upon completion of the COB,
SFOD Offering, FT Offering and the Non-Brokered Offering, as hereinafter
defined, to further its stated business objectives. There may be circumstances
where, for sound business reasons, a reallocation of funds may be necessary in
order for the Corporation to achieve such stated business objectives.


Upon completion of the COB, the Corporation is expected to have sufficient cash
available to pay its operating and administration costs for in excess of 12
months.


Prior Sales

In the 12 months immediately prior to the date herein, the following Common
Shares of Life Sciences have been sold or issued:




1.  On November 5, 2009, 7,096,260(1) (2) (5) non-brokered units (each a
    "Non-Brokered Unit") at a price of $0.05 per Non-Brokered Unit for gross
    proceeds of $354,813. Each Non-Brokered Unit consisted of one Common
    Share and one transferable warrant (each a "Non-Brokered Warrant"). Each
    warrant entitles the holder thereof to acquire one additional Common
    Share at a price of $0.067, for a period of 24 months from the date of
    the closing; 
2.  On December 10, 2009, 460,000(2) Non-Brokered Units were issued for
    gross proceeds of $23,000; 
3.  On December 30, 2009, 416,666 Common Shares were issued on a "flow-
    through" basis raising $50,000 pursuant to the 2000 FT Offering; 
4.  On February 11, 2010, 2,625,000(3) Non-Brokered Units were issued for
    gross proceeds of $131,250 (collectively items 1, 2 and 4 are the "Non-
    Brokered Offering"); and 
5.  On March 22, 2010, 1,250,000 Flow-Through Shares were issued raising
    $150,000.00 pursuant to the FT Offering, for the 2010 tax year. 



Notes:



1.  400,000 of the Non-Brokered Units were issued to Scott Reeves, a partner
    in the law firm of TingleMerrett LLP, which acts as counsel for Life
    Sciences. 
2.  The financial statements for the year ended December 31, 2009,
    incorrectly indicated that a total of 7,656,260 Non-Brokered Units were
    issued when in fact only 7,556,260 were issued. The difference
    represents 100,000 Non-Brokered Units that Life Sciences received the
    gross proceeds of $5,000 for in 2009 and erroneously recorded the Non-
    Brokered Units as issued in 2009, although these Non-Brokered Units were
    not actually issued until February 11, 2010. 
3.  The financial statements for the three month period ended March 31, 2010
    and the six month period ended June 30, 2010 incorrectly indicated that
    2,525,000 Non-Brokered Units were issued, where in fact a total of
    2,625,000 Non-Brokered Units were issued in this period. The difference
    represents 100,000 Non-Brokered Units that Life Sciences received the
    gross proceeds of $5,000 for in 2009 and erroneously recorded the Non-
    Brokered Units as issued in 2009, although these Non-Brokered Units were
    not actually issued until February 11, 2010. 
4.  $45,000 of the gross proceeds were not received were recorded as
    subscription receivables in the financial statements of the Corporation
    dated March 31, 2010 and June 30, 2010. The Corporation subsequently
    received the funds on September 24, 2010. 
5.  Life Sciences paid $6,120 in finders fees in conjunction with the Non-
    Brokered Offering. 



Fully Diluted Share Capital of the Corporation Following the COB

Therefore in light of the above, following the completion of the financings and
the COB the following table describes and summarizes the fully diluted share
capital of the Resulting Issuer:




                                       Number of            Number of       
                                            Pre-                Post-       
                                    Consolidated         Consolidated       
                                       Resulting            Resulting       
                                   Issuer Shares   %(1) Issuer Shares   %(1)
Resulting Issuer shares issued and                                          
 outstanding as at date hereof        33,413,673  33.2%    11,137,891  33.2%

Resulting Issuer shares issued                                              
 pursuant to the Change of                                                  
 Business                              2,175,000   2.2%       725,000   2.2%

Resulting Issuer shares issued                                              
 pursuant to the SFOD Offering        20,000,000  19.9%     6,666,667  19.9%

Resulting Issuer shares issued         9,583,334                            
 pursuant to FT Offering                    (2)    9.5%     3,194,444   9.5%

Sub-Total                             65,172,007           21,724,002       

Convertible Securities                                                      

Resulting Issuer shares reserved                                            
 for issuance relative to the                                               
 Debentures pursuant to the Change                                          
 of Business                           2,200,002   2.2%       733,334   2.2%

Resulting Issuer shares reserved                                            
 for issuance upon exercise of                                              
 Brokered Warrants                    20,000,000  19.9%     6,666,667  19.9%

Resulting Issuer shares reserved                                            
 for issuance upon exercise of                                              
 Non-Brokered Warrants                10,181,260  10.1%     3,393,753  10.1%

Resulting Issuer shares reserved                                            
 for Issuance upon exercise of                                              
 Resulting Issuer Agent's Options      3,200,000   3.2%     1,066,667   3.2%

Sub-Total                             35,581,262           11,860,421       

Total                                100,753,269 100.0%    33,584,423 100.0%



Notes:



1.  Rounded to the nearest tenth of a percent. 
2.  This constitutes the Flow-Through Shares to be issued pursuant to the FT
    Offering. 



Updated Financial Statement Disclosure

Subsequent to the Corporation's Information Circular, the Corporation filed
amended Financial Statements for the three month period ended March 31, 2010 and
for the six month period ended June 30, 2010, as well as the MD&A for the three
month period ended March 31, 2010 and for the six month period ended June 30,
2010. The Corporation has also filed annual audited financial statements and
amended MD&A for the year ended December 31, 2009, all of the above filings and
amended filings can be found, as filed on SEDAR (www.sedar.com).


Updated Resource Disclosure

Subsequent to the Corporation's Information Circular, the Corporation filed its
Form 51-101F1 Statement of Reserve Data and Other Oil and Gas Information
prepared September 16, 2010 and dated effective December 31, 2009 the ("Form
51-101F1"). The Form 51-101F1 was prepared by the independent engineering firm
of Chapman Petroleum Engineering Ltd. There are no material changes between the
Form 51-101F1 and the resource information provided in the Corporation's
Information Circular. The full Form 51-101F1 can be found, as filed on SEDAR
(www.sedar.com).


The Corporation also notes that subsequent to filing the Information Circular,
Life Sciences has filed updated amending agreements (the "Amending Agreements")
showing the terms of the various Acquisitions as they appear in the Information
Circular. The Amending Agreements may be found, as filed on SEDAR
(www.sedar.com).


Updated Information with Respect to Appointment of Directors and Corporate
Governance Generally


At the Meeting the shareholders of Life Sciences elected Leonard Van Betuw,
Leonard A. Zaseybida, Jeff Decter, Jeffery Standen and Benta Ackerman to serve
as directors of the Corporation following the completion of the COB. More
detailed information regarding the aforementioned individuals can be found in
the Corporation's Information Circular dated April 30, 2010, as filed on SEDAR
(www.sedar.com). However during the intervening period since the Meeting, the
Corporation has been informed by Mr. Standen that he will not be able to serve
as a director as elected. As such, Mr. Daniel Harding has kindly agreed to
continue to serve as a director of the Corporation in Mr. Standen's place. Mr.
Harding brings numerous considerable experience and talent to the board of
directors and the Corporation is very pleased that he has agreed to continue to
serve. Below is a detailed description of Mr. Harding's experience.


Daniel Harding (Edmonton, Alberta) - Director. Mr. Harding obtained a bachelor
of education degree from the University of Alberta in 1999. Mr. Harding obtained
his Real Estate License in 2002, and has since carried on a real estate practice
in the City of Edmonton and surrounding area. Mr. Harding has also served as a
director and as the Chief Financial Officer of Life Sciences since February
2003. Mr. Harding will remain a director following the close of the COB, being
appointed to the Audit Committee and Reserves Committee of Resulting Issuer, but
will cease to act as Chief Financial Officer. Mr. Harding currently holds no
options and 200,000 Common Shares of the Corporation on a pre-consolidated basis
(becoming 66,667 Common Shares of the Resulting Issuer on a post-consolidation
basis), such Common Shares to be escrowed, as well as the Common Shares held by
other Principals, as more particularly set out in the Information Circular. More
information with respect to the escrow provisions may be found in the
Corporation's Information Circular dated April 30, 2010, as filed on SEDAR
(www.sedar.com). Mr. Harding intends to dedicate approximately 10% of his time
to the affairs of the Resulting Issuer.


Except as set forth below, Mr. Harding is not currently and has not been within
the past 10 years a director, officer or promoter of any other issuer that,
while acting in such capacity, was the subject of a cease trade or similar
order, or an order that denied the other issuer access to any exemptions under
Canadian securities legislation for a period of more than 30 consecutive days.


On or about August 1, 2003 the Alberta Securities Commission ("ASC") and the
British Columbia Securities Commission ("BCSC") issued Cease Trade Orders
("CTOs") relative to Life Sciences for failure to file its annual financial
statements for the year ended December 31, 2002 within the prescribe period of
time. The annual financial statements for the year ended December 31, 2002 were
filed on November 26, 2004 and the CTOs were revoked on or about July 4, 2005. 


On or about May 19, 2006 the ASC and the BCSC issued CTOs relative to Life
Sciences for failure to file its annual financial statements for the year ended
December 31, 2005 within the prescribe period of time. The annual financial
statements for the year ended December 31, 2005 were filed, all relevant
continuous disclosure requirements and all associated fees to the ASC and the
BCSC were paid up to date and on or about January 12, 2007 the CTOs were
revoked.


On May 7, 2007 the ASC and the BCSC issued CTOs relative to Life Sciences for
failure to file annual financial statements for the year ended December 31, 2006
within the prescribe period of time. On or about July 24, 2007 the CTOs were
revoked following the Corporation having met all the relevant continuous
disclosure requirements, having paid all associated fees to the ASC and having
filed the annual financial statements for the year ended December 31, 2006.


Any and all delays by the Corporation in filing its financial statements and or
responding to the above noted CTOs were the direct result of the financial
hardship of the Corporation during this period.


Other than as detailed below, Mr. Harding is not and has not been subject to any
penalties or sanctions imposed by a court relating to securities legislation or
by a securities regulatory authority nor has Mr. Harding entered into a
settlement agreement with a securities regulatory authority; or been subject to
any other penalties or sanctions imposed by a court or regulatory body,
including a self-regulatory body, that would be likely to be considered
important to a reasonable security holder making a decision about the Change of
Business.


On June 3, 2003, the Exchange suspended the Corporation's Common Shares from
trading for among other things failure to comply with disclosure requirements.
The Corporation has completed the Compliance Review in an effort to have such
suspension lifted. The delay in attempting to have such suspension lifted has
been the direct result of the financial hardship of the Corporation during this
period.


Mr. Harding has not within the 10 years before the date of this Information
Circular, become bankrupt or made a voluntary assignment in bankruptcy, made a
proposal under any bankruptcy or insolvency legislation or been subject to or
instituted any proceedings, arrangement or compromise with creditors or had a
receiver, receiver manager or trustee appointed to hold his assets.


Mr. Leonard Van Betuw is a director of Kinetex Resources Corporation ("Kinetex
Resources"), which is currently subject to a cease trade order ("CTO") issued by
the British Columbia Securities Commission ("BCSC")as principle regulator for
failure to file its comparative audited Annual Financial Statements, Management
Discussion and Analysis and CEO and CFO Certifications for the year ended
December 31, 2009 and its Interim Financial Statements, Management Discussion
and Analysis and CEO and CFO Certifications for the three month period ended
March 31, 2010 (the "Filings") on or before the prescribed deadline. On August
30, 2010 the BSCS issued a partial revocation of the CTO in order to permit
Kinetex Resources to carry out a private placement of its securities to
accredited investors for gross proceeds of up to $350,000.


Compensation Discussion and Analysis 

Executive Compensation is required to be disclosed for each: (i) Chief Executive
Officer (or individual who served in a similar capacity during the most recently
completed financial year); (ii) each Chief Financial Officer (or individual who
served in a similar capacity during the most recently completed financial year);
(iii) each of the three most highly compensated executive officers (other than
the Chief Executive Officer and the Chief Financial Officer) who were serving as
executive officers at the end of the most recently completed fiscal year (or
three most highly compensated individuals) and whose total compensation was,
individually, more than $150,000; and (iv) each individual who would meet the
definition set forth in (iii) but for the fact that the individual was neither
an executive officer of the Corporation, nor acting in a similar capacity, at
the end of that financial year (the "Named Executive Officers"). The Named
Executive Officers of the Corporation for the most recently completed financial
year were Mr. Thomas, Chief Executive Officer and Mr. Harding, Chief Financial
Officer. Other than as described above there were no other Named Executive
Officers for the year ending on December 31, 2009, as no other employees earned
in excess of $150,000 in 2009. Named Executive Officers are also eligible to
participate in the Corporation's stock option plan (the "Option Plan") as
described herein. 


Philosophy and Objectives 

Compensation of the Named Executive Officers of the Corporation is reviewed
annually by the Compensation Committee and is subsequently approved by the Board
of Directors of the Corporation based on the recommendation of the Compensation
Committee. During the most recently completed financial year, the members of the
Compensation Committee were Robert Thomas and Nilesh Kavia. The compensation of
the Corporation's Named Executive Officers consists principally of a base
salary. 


The objective of the Board of Directors and the Compensation Committee in
setting compensation levels is to attract and retain individuals of high caliber
to serve as officers of the Corporation, to motivate their performance in order
to achieve the Corporation's strategic objectives and to align the interests of
executive officers with the long-term interests of the shareholders. These
objectives are designed to ensure that the Corporation continues to grow on an
absolute basis as well as to grow cash flow and earnings for shareholders. The
Board of Directors and the Compensation Committee set the compensation received
by Named Executive Officers so as to be generally competitive with the
compensation received by persons with similar qualifications and
responsibilities who are engaged by other companies of corresponding size, stage
of development, having similar assets, number of employees, market
capitalization and profit margin. In setting such levels, the Board of Directors
and the Compensation Committee rely primarily on their own experience and
knowledge. 


Compensation 

Compensation provided to Named Executive Officers consists of salaries only.

Base salaries - The Corporation's view of base salaries is that they should be
competitive with industry peers, to the extent that can be determined, and with
other public companies at similar stages of development and having similar
assets, number of employees, market capitalization and profit margin. 


The Corporation has entered into employment agreements with each of the Named
Executive Officers, which set forth the terms of their compensation. These terms
are reviewed by the Compensation Committee on an annual basis. 


Compensation of Mr. Robert Thomas, Chief Executive Officer 

Mr. Thomas receives a base salary of $8,500 per month for his services to the
Corporation. No options were granted to Mr. Thomas in the fiscal year ending
December 31, 2009, but he is eligible to receive options at the discretion of
the Board. For a summary of compensation paid to Mr. Thomas in respect of the
year ended December 31, 2009, please refer to the Summary Compensation Table
below.


Compensation of Mr. Harding, Chief Financial Officer 

Mr. Harding did not receive any compensation for his services to the
Corporation. No options were granted to Mr. Harding in the fiscal year ending
December 31, 2009, but he is eligible to receive options at the discretion of
the Board. For a summary of compensation paid to Mr. Harding in respect of the
year ended December 31, 2009, please refer to the Summary Compensation Table
below. 


Summary Compensation Table 

The following table sets forth information concerning the total compensation
paid during the year ended December 31, 2009 to the Named Executive Officers.




                                                       Non-Equity Incentive 
                            Annual Compensation       Plan Compensation ($) 
                      ------------------------------------------------------
Name and                            Share-                                  
 Principal     Fiscal                Based    Option-     Annual  Long-Term 
 Position  Year Ended               Awards      Based  Incentive  Incentive 
              Dec. 31   Salary ($)      ($) Awards ($)     Plans      Plans 
----------------------------------------------------------------------------
Robert                                                                      
 Thomas                                                                     
 CEO             2009    $102,720      Nil        Nil        Nil        Nil 
                 2008    $102,000      Nil        Nil        Nil        Nil 
Daniel                                                                      
 Harding                                                                    
 CFO             2009         Nil      Nil        Nil        Nil        Nil 
                 2008         Nil      Nil        Nil        Nil        Nil 

                                                                            
                                                                            
Name and                                                                    
 Principal          Pension    All Other Compensation                 Total 
 Position          Value ($)                       ($)      Compensation ($)
----------------------------------------------------------------------------
Robert Thomas                                                       
CEO                     Nil                       Nil                   Nil
                        Nil                       Nil                   Nil
Daniel Harding                                                        
 CFO                    Nil                       Nil                   Nil
                        Nil                       Nil                   Nil



Incentive Awards

Outstanding Share-Based Awards and Option-Based Awards 

The Corporation's Option Plan was approved by the shareholders of the
Corporation on June 3, 2010. The Option Plan has been established to provide an
incentive to the directors, officers, employees, consultants and other personnel
of the Corporation to achieve the longer-term objectives of the Corporation, to
give suitable recognition to the ability and industry of such persons who
contribute materially to the success of the Corporation and to attract to and
retain in the employ of the Corporation, persons of experience and ability, by
providing them with the opportunity to acquire an increased proprietary interest
in the Corporation. 


The following is a summary of the material terms of the Option Plan and is
qualified in its entirety by the full text of the Option Plan, which can be
found in the Information Circular of the Corporation as filed on SEDAR
(www.sedar.com)




--  The aggregate number of Common Shares to be reserved and authorized for
    issuance pursuant to options granted under the Option Plan shall not
    exceed ten percent (10%) of the total number of issued and outstanding
    shares in the Corporation. 
--  Under the Option Plan, the aggregate number of optioned Common Shares
    granted to any one optionee in a 12 month period must not exceed 5% of
    the Corporation's issued and outstanding shares. The number of optioned
    Common Shares granted to any one consultant in a 12 month period must
    not exceed 2% of the Corporation's issued and outstanding shares. The
    aggregate number of optioned Common Shares granted to an optionee who is
    employed to provide investor relations' services must not exceed 2% of
    the Corporation's issued and outstanding Common Shares in any 12 month
    period. 
--  The exercise price for options granted under the Option Plan will not be
    less than the market price of the Corporation's Common Shares at the
    time of the grant, less applicable discounts permitted by the policies
    of the Exchange. 
--  Options will be exercisable for a term of up to ten years, subject to
    earlier termination in the event of the optionee's death or the
    cessation of the optionee's services to the Corporation. 
--  Options granted under the Option Plan are non-assignable, except by will
    or by the laws of descent and distribution. 



No share-based (as opposed to option-based) awards have been granted to the
Corporation's Named Executive Officers. There are no options awarded to Named
Executive Officers outstanding as at December 31, 2009.


Incentive Awards - Value Vested or Earned During the Year 

The following table summarizes the value of options held by Named Executive
Officers that vested during the year ended December 31, 2009. 




Name and Principal Position                                      Non-Equity
                               Option-Based     Share-Based  Incentive Plan
                             Awards - Value  Awards - Value  Compensation -
                              Vested During   Vested During    Value Earned
                                   the Year        the Year During the Year
                                         ($)             ($)             ($)
----------------------------------------------------------------------------
Robert Thomas CEO                       Nil             Nil             Nil
Daniel Harding CFO                      Nil             Nil             Nil



Pension Plan Benefits 

The Corporation does not have any defined benefit or defined contribution
pension plans in place which provide for payments or benefits at, following, or
in connection with retirement. 


Termination and Change of Control Benefits 

There are no compensatory plans, contracts or arrangements with any Named
Executive Officer (including payments to be received from the Corporation or any
subsidiary), which result or will result from the resignation, retirement or any
other termination of employment of such Named Executive Officer or from a change
of control of the Corporation or any subsidiary thereof or any change in such
Named Executive Officer's responsibilities, where the Named Executive Officer is
entitled to payment or other benefits. 


Compensation of Directors

The Corporation has no standard arrangement pursuant to which directors of the
Corporation are compensated by the Corporation for their services in their
capacity as directors. Further, the Board of Directors may provide consulting
fees to the directors as the Board sees fit. Each director who is not otherwise
a full time employee of the Corporation is eligible to receive stock options of
the Corporation. The following table summarizes all amounts of compensation
provided to the directors, in their capacities as directors, during the year
ended December 31, 2009. 




Name                          Share-  Option-      Non-Equity               
                       Fees    Based    Based  Incentive Plan               
                     Earned   Awards   Awards    Compensation Pension Value 
                         ($)      ($)      ($)             ($)           ($)
----------------------------------------------------------------------------
Robert Thomas           Nil      Nil      Nil             Nil           Nil 
Daniel Harding          Nil      Nil      Nil             Nil           Nil 
Nilesh Kaviai           Nil      Nil      Nil             Nil           Nil 

Name               All Other Compensation Total Compensation
                                       ($)                ($) 
------------------------------------------------------------
Robert Thomas                         Nil                Nil
Daniel Harding                        Nil                Nil
Nilesh Kaviai                         Nil                Nil



Corporate Governance Disclosure (FORM 58-101F2)



1.  Board of Directors - Disclose how the board of directors (the board)
    facilitates its exercise of independent supervision over management,
    including 
    i.  the identity of directors that are independent, and 
        --  Currently only Nilesh Kaviai is considered independent, however
            following the close of the COB it is anticipated that Jeff
            Decter and Daniel Harding will be considered independent. 
    ii. the identity of directors who are not independent, and the basis for
        that determination 
        --  Currently Robert Thomas and Daniel Harding are not considered
            independent, it is anticipated that following the close of the
            COB that the following new directors will not be considered
            independent, Leonard Van Betuw, Leonard A. Zaseybida, and Benta
            Ackerman.
            



In determining whether a director is independent, the Corporation chiefly
considers whether the director has a relationship which could, or could be
perceived to interfere with the director's ability to objectively assess the
performance of management. 


Currently Robert Thomas and Daniel Harding are officers of the Corporation and
are therefore not considered to be independent. Following the completion of the
COB, Leonard Van Betuw, Leonard A. Zaseybida, and Benta Ackerman will be
officers of the Corporation and are therefore not considered to be independent.




2.  Directorships - If a director is presently a director of any other
    issuer that is a reporting issuer (or the equivalent) in a jurisdiction
    or a foreign jurisdiction, identify both the director and the other
    issuer. 



None of the current directors of the Corporation are also directors of other
reporting issuers, however following the close of the COB the following
directors are also directors of other reporting issuers (or equivalent) in a
jurisdiction or a foreign jurisdiction as, follows: 




----------------------------------------------------------------------------
Name of                                                                     
 Director,    Name of                                                       
 Officer or   Reporting                                                     
 Promoter     Issuer          Exchange Position Term                        
----------------------------------------------------------------------------
Leonard Van   Kinetex         TSXV     Director September 2006 - Present    
 Betuw        Resources                                                     
              Corporation                                                   
----------------------------------------------------------------------------
              Consolidated    TSXV     Director February 2006 - October 2006
              Beacon                                                        
              Resources Ltd.                                                
----------------------------------------------------------------------------
Leonard       Consolidated    TSXV     Director 1990 - May 2003             
 Zaseybida    Beacon                                                        
              Resources Ltd.                                                
----------------------------------------------------------------------------

3.  Orientation and Continuing Education - Describe what steps, if any, the
    board takes to orient new board members, and describe any measures the
    board takes to provide continuing education for directors. 



The Corporation has not developed an official orientation or training program
for new directors as required, new directors will have the opportunity to become
familiar with the Corporation by meeting with other directors and its officers
and employees. Orientation activities will be tailored to the particular needs
and expertise of each director and the overall needs of the Board. 




4.  Ethical Business Conduct - Describe what steps, if any, the board takes
    to encourage and promote a culture of ethical business conduct. 



The Corporation has established a formal code of conduct and ethics for its
directors, officers, employees and consultants. All of the officers, employees
and key consultants are required, as a condition of their involvement with the
Corporation, to review and sign the formal code of business conduct and ethics. 


The full text of the Corporation's formal code of business conduct arid ethics
is posted on SEDAR.




5.  Nomination of Directors - Disclose what steps, if any, are taken to
    identify new candidates for board nomination, including: 



who identifies new candidates, and the process of identifying new candidates.

The Board has not appointed a nominating committee as the Board fulfills these
functions. When the Board identifies the need to fill a position on the Board,
the Board requests that current directors forward potential candidates for
consideration.




6.  Compensation - Disclose what steps, if any, are taken to determine
    compensation for the directors and CEO, including: 



who determines compensation, and the process of determining compensation

Robert Thomas and Nilesh Kavia are members of the Corporation's Compensation
Committee, which determines the compensation for directors (if any) and
executives.


It is anticipated that Leonard Van Betuw, Daniel Harding and Jeff Decter will
become members of the Corporation's Compensation Committee following the
completion of the COB, which determines the compensation for directors (if any)
and executives.


Market comparisons as well as evaluation of similar positions in different
industries in the same geography are the criteria used in determining
compensation.




7.  Other Board Committees - If the board has standing committees other than
    the audit and compensation identify the committees and describe their
    function. 



The Corporation has no other committees.



8.  Assessments - Disclose what steps, if any, that the board takes to
    satisfy itself that the board, its committees, and its individual
    directors are performing effectively. 



The Board takes responsibility for monitoring and assessing its effectiveness
and the performance of individual directors, its committees, including reviewing
the Board's decision making processes and the quality of information provided by
management. 


Possible Future Halt in Trading

There is no assurance that the SFOD Offering, the FT Offering or the COB can be
completed. If any of these events cannot be completed, then the Exchange may
impose a trading halt on the Common Shares, without further notice.


Forward Looking Statements

Statements in this press release contain forward-looking information within the
meaning of applicable securities law. Forward-looking information is frequently
characterized by words such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate" and other similar words, or statements that certain
events or conditions "may" or "will" occur. In particular, forward-looking
information in this press release includes, without limitation, statements with
respect to: timing and completion of the COB, the closing of the various
offerings and the approval of the TSX Venture Exchange. Readers are cautioned
that assumptions used in the preparation of forward-looking information may
prove to be incorrect. Although we believe that the expectations reflected in
the forward-looking information are reasonable, there can be no assurance that
such expectations will prove to be correct. We cannot guarantee future results,
level of activity, performance or achievements. Consequently, there is no
representation that the actual results achieved will be the same, in whole or in
part, as those set out in the forward-looking information.


Forward-looking information is based on the opinions and estimates of management
at the date the statements are made, and are subject to a variety of risks and
uncertainties and other factors (many of which are beyond the control of the
Corporation) that could cause actual events or results to differ materially from
those anticipated in the forward-looking information. Some of the risks and
other factors could cause results to differ materially from those expressed in
the forward-looking information include, but are not limited to: general
economic conditions in Canada, the United States and globally, the risks
associated with the oil and gas industry, commodity prices and exchange rate
changes. Industry related risks could include, but are not limited to:
operational risks in exploration, development and production; delays or changes
in plans; competition for and/or inability to retain drilling rigs and other
services; competition for, among other things, capital, acquisitions of
reserves, undeveloped lands, skilled personnel and supplies; risks associated to
the uncertainty of reserve estimates; governmental regulation of the oil and gas
industry, including environmental regulation; geological, technical, drilling
and processing problems and other difficulties in producing reserves; the
uncertainty of estimates and projections of production, costs and expenses;
unanticipated operating events or performance which can reduce production or
cause production to be shut in or delayed; incorrect assessments of the value of
acquisitions; the need to obtain required approvals from regulatory authorities;
stock market volatility; volatility in market prices for oil and natural gas;
liabilities inherent in oil and natural gas operations; access to capital; and
other factors. Readers are cautioned that this list of risk factors should not
be construed as exhaustive. 


The forward-looking information contained in this news release is expressly
qualified by this cautionary statement. The Corporation does not undertake any
obligation to update or revise any forward-looking statements to conform such
information to actual results or to changes in our expectations except as
otherwise required by applicable securities legislation. Readers are cautioned
not to place undue reliance on forward-looking information.


The Change of Business

Investors are cautioned that, except as disclosed in the Management Information
Circular and this press release, any information released or received with
respect to the COB may not be accurate or complete and should not be relied
upon. Trading in the securities of Life Sciences Institutes Inc. should be
considered highly speculative. 


Wolverton Securities Ltd., subject to completion of satisfactory due diligence,
has agreed to act as sponsor to Life Sciences Institute Inc. in connection with
the transaction. An Agreement to sponsor should not be construed as any
assurance with respect to the merits of the transaction or the likelihood of
completion.


All definitions not herein provided shall have the meaning ascribed to them in
the Information Circular.


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


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