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November 27, 2017
FOR IMMEDIATE RELEASE
Biocure Technology Inc. completes acquisition of Biocurepharm Corporation
Vancouver, British Columbia – November 27, 2017 – Biocure Technology Inc. (formerly Gravis Energy Corp.) (CSE: CURE) (the “Company”) announces that it has completed its previously announced acquisition of all of the issued and outstanding securities of BiocurePharm Corporation (the “Transaction”).
The acquisition of Biocurepharm Corporation (“BP Korea”) was a ‘fundamental change’ of the Company within the meaning of the applicable policies of the Canadian Securities Exchange (the “CSE”).
The Transaction also involved the consolidation of the Company’s common shares on a 6.033479 old for one new basis (the “Consolidation”) and the change of the Company’s name to “Biocure Technology Inc.”
Resumption of trading in the post-Consolidation common shares of the Company on the CSE is expected to occur during the week of November 27, 2017 under the symbol “CURE”.
Details about the Transaction were first announced by the Company via press release on March 22, 2017 and updated on August 30, 2017.
Transaction
Pursuant to the merger agreement dated March 22, 2017 between the Company and BP Korea, the Company acquired all of the issued and outstanding securities of BP Korea 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 BP Korea held. An aggregate of 86,203,968 post-Consolidation common shares were issued pursuant to the Transaction, of which 25,090,272 common shares were issued to Dr. Sang Mok Lee, representing 26.87% of the issued and outstanding shares. The Company now has an aggregate of 93,387,621 common shares issued and outstanding. Prior to the Transaction, Dr. Lee held no securities of the Company. The 25,090,272 common shares issued to Dr. Lee. are subject to escrow restrictions pursuant to the terms of an escrow agreement dated November 24, 2017, and will be released from escrow based upon the passage of time in accordance with the escrow agreement, such that 10% of the securities will be released today, and the remaining escrowed securities will be released in six equal tranches of 15% every six months thereafter.
The Transaction was effected through a corporate law procedure in Korea whereby the Company incorporated a wholly-owned Korean subsidiary (“Gravis Korea”) which initially held the Common Shares issuable to the shareholders of BP Korea. Gravis Korea completed a comprehensive swap procedure with BP Korea in accordance with the Korean Commercial Code such that Gravis Korea ‘swapped’ the common shares issued by the Company for the BP Korea shares and BP Korea became a wholly-owned subsidiary of Gravis Korea, which in turn remains a wholly-owned subsidiary of the Company.
Consolidation
Prior to the closing of the Transaction, the Company completed the Consolidation. The holdings of any shareholder who would otherwise be entitled to receive a fractional share as a result of the Consolidation
shall be rounded down to the nearest whole number. The Company’s new CUSIP number is 09075T107 and its new ISIN number is CA09075T1075.
Details of the Transaction and Consolidation are contained in the Company’s listing statement dated November 22, 2017 which will be filed under the Company’s profile on www.sedar.com.
Changes in Board and Management
Upon completion of the Transaction, Julie Hajduk resigned as the President and Chief Executive Officer of the Company and Dr. Sang Mok Lee was appointed as the President and Chief Executive Officer. Additionally, Anna Dalaire was appointed as a new director of the Company.
The Board is now comprised of Dr. Sang Mok Lee, Sang Goo (Collin) Kim, Julie Hajduk, Anna Dalaire and Nizar Bharmal, who remains the Company’s Chief Financial Officer and Corporate Secretary.
Grant of Options
A total of 3,790,680 incentive stock options have been granted to directors, officers and consultants of the Company pursuant to its Stock Option Plan. The options are exercisable for a period of one year at a price of $0.40 per share.
Change in Year End
In connection with the Transaction, the Company has determined to change its year end from March 31 to December 31 to better coordinate its reporting with the financial year of its wholly owned subsidiary BP Korea, which has a December 31 financial year end.
Early Warning
As noted above, a result of the Transaction, Dr. Sang Mok Lee has acquired directly an aggregate of 25,090,272 post-Consolidation shares, representing 26.87% of the issued and outstanding shares. Dr. Lee holds no other securities of the Company. Prior to the Transaction, Dr. Lee owned 13,221,337 pre-Consolidation common shares of the Company. After the Transaction, Dr. Lee 27,281,667 post-Consolidation common shares of the Company, representing 29.22% of the issued and outstanding shares.
The shares referred to above were acquired by Dr. Lee for investment purposes in accordance with the terms of the Merger Agreement. Dr. Lee may increase or decrease their respective ownership or control of securities of the Company depending on, among other factors, market conditions and other relevant factors.
Portions of this press release are being issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues which requires an early warning report for Dr. Sang Mok Lee to be filed under the Company’s profile on SEDAR (www.sedar.com) containing additional information with respect to the foregoing acquisition. A copy of the related early warning report in respect of the acquisitions described above will be filed on www.sedar.com.
About BP Korea
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”) Filgrastim is used to treat neutropenia, a lack of certain white blood cells caused by bone marrow transplants, chemotherapy, and other conditions. 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.
BiocurePharm is also developing a foot and mouth disease vaccine, a hair growth production product and a breast cancer detection kit.
ON BEHALF OF THE BOARD OF DIRECTORS
/s/ “Sang Mok Lee”
CEO and Director
For further information, please contact:
Biocure Technology Inc. Telephone: 1-778-331-3816
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 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 the Investment Industry Regulatory Organization of Canada) accepts responsibility for the adequacy or accuracy of this release.
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