Vancouver, B.C. / TheNewswire / March 13, 2017 - BioDE Ventures Ltd. (the "Company") announces that further to the news release dated November 8, 2016, an Amalgamation Agreement among the Company, Exro Technologies Inc. ("Exro"), and 1089001 B.C. Ltd. ("Newco") dated for reference November 7, 2016 (the "Amalgamation Agreement") has been amended.
The parties agreed that the concurrent financing will be in the range between $1,500,000 and $2,500,000 (the "Concurrent Financing"), and that the Concurrent Financing may be conducted either by the Company, Exro or both. The parties also agreed to appoint Daniel McGahn as a director of the amalgamated company. The amendment to the Amalgamation Agreement will be filed on SEDAR under the profile of the Company.
In relation to the Concurrent Financing, the board of directors of Exro approved a private placement of up to 12,500,000 subscription receipts ("Subscription Receipts") at a price of $0.20 per Subscription Receipt for total gross proceeds of up to $2,500,000. Each Subscription Receipt will be converted into one common share of Exro ("Exro Share") on the effective date of the amalgamation (the "Amalgamation") under the Amalgamation Agreement and after Exro consolidates its share capital pursuant to the Amalgamation Agreement. If the Amalgamation fails to close, Exro will return to the subscribers any funds advanced by the subscribers, and no Exro Shares will be issued. Exro will place in trust any funds received from the subscribers and will not use the funds until the Subscription Receipts are converted into Exro Shares.
The Company is applying to list its common shares on the Canadian Securities Exchange (the "CSE") and has submitted a draft listing statement to the CSE. Listing is subject to satisfying the listing requirements of the CSE, and there can be no assurance that the common shares of the Company will be listed on the CSE.
ON BEHALF OF THE BOARD
Chief Executive Officer
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of, nor a solicitation for offers to buy, any securities in the United States.
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.