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Definitive Agreement with BSS

By 5 October 2015August 26th, 2021No Comments

Vancouver, B.C., October 5, 2015 – Further to its press release of July 9, 2015, Expedition Mining Inc. (“EXU” or the “Company”) (CSE: EXU) announces that it has signed a definitive agreement with BSS Life Sciences Inc. (“BSS”) (the “Share Exchange Agreement”) whereby EXU will acquire all of the outstanding securities of BSS in an all-share transaction (the “Transaction”). Subject to regulatory and shareholder approval, the Share Exchange Agreement provides for EXU to acquire all of the outstanding securities of BSS in consideration of issuing a total of 26,500,000 common shares and 10,000,000 share purchase warrants in the capital of EXU to the security holders of BSS. 

BSS is a private Vancouver-based company that holds the intellectual property rights to a proprietary imaging technology developed for extremely accurate visualization of cancers (the “Technology”). The Transaction can be considered a “related party transaction” in that Mr. William Galine, the Company’s CEO and a director, is a minority shareholder of BSS. Mr. Galine will remain as a director of the Company, but will be stepping down as CEO of the Company on closing of the Transaction, and he will not be receiving any collateral benefits by virtue of being a shareholder of BSS. 

Acquisition Terms 

Full details of the planned acquisition will be set out in EXU’s management information circular, scheduled to be mailed out to its shareholders in advance of its annual and special meeting of shareholders to be held on November 20, 2015. The information circular will also be available for review on SEDAR at www.sedar.com. 

Upon closing of the Transaction, Expedition will issue the following securities in exchange for all of the issued and outstanding securities of BSS, with the Transaction resulting in a reverse take-over: 

  • 21,500,000 EXU common shares to the shareholders of BSS; 
  • 5,000,000 “performance” common shares to four of BSS’ shareholders, which shares will be held in escrow, to be released upon the completion of a beta prototype endoscopic product utilizing the Technology which demonstrates the commercial viability of products based on the Technology; and 
  • 10,000,000 warrants (the “Warrants”) to the warrant holders of BSS, each Warrant entitling the holder to acquire one EXU common share for a period of 24 months following the closing date of the Transaction, at a price of $0.15 per share.

Approvals Required 

The Transaction will be subject to the approval of the Canadian Securities Exchange and the shareholders of the Company. The Company will seek shareholders’ approval at a special meeting of EXU shareholders on November 20, 2015. 

Private Placement Financing 

Concurrent with the completion of the Transaction, the Share Exchange Agreement requires EXU to complete a private placement of a minimum of $1,000,000. EXU will conduct a non-brokered private placement of a minimum of 6,666,667 units, (“Units”) at a price of $0.15 per Unit for gross proceeds of $1,000,000. Each Unit will consist of one common share of the Company and one share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.25 for the first year and at $0.35 for the second year. The Company may choose to accelerate the expiry date of the Warrants if the Company’s shares on the Canadian Securities Exchange close at a minimum of $0.50 for a period of 20 consecutive trading days. 

Finder’s fees may apply. The net proceeds of the private placement will be added to working capital and will be applied towards executing BSS’s business plan. 

Board Changes 

Upon completion of the Transaction, the Share Exchange Agreement provides for the following director and officer appointments to be put in place: Jim Hutchens 

Director, President and CEO (1) 

Dr. Robin Atlas 

Director(1) 

William Galine 

Director and Corporate Secretary(2) 

Bob Lunde 

Director(2) 

Steve Chan 

Director(2) 

Jorge Avelino 

CFO (3)