Vancouver, B.C., November 18, 2015 – Further to its press release of October 5, 2015, Expedition Mining Inc. (“EXU” or the “Company”) (CSE: EXU) provides an update on the status of its proposed acquisition of BSS Life Sciences Inc. (“BSS”).
The Company has finalized and mailed out its notice and information circular to its shareholders, for the special meeting of shareholders scheduled for December 8, 2015, at which the Company will seek shareholders’ approval to the proposed acquisition of BSS. A copy of the meeting materials is available for review under the Company’s profile on SEDAR.
The Company has also filed initial documentation with the Canadian Securities Exchange (“CSE”) to obtain regulatory approval for the transaction with BSS.
Upon receipt of the required approvals, the Transaction will result in a reverse take-over of EXU, in accordance with accounting practices and CSE policies. The Transaction also represents a change of business for the Company and is a “fundamental change” under CSE policies. Upon closing of the Transaction, the Company will terminate and write off all of its mineral interests and will no longer carry on any business in the mineral exploration industry.
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 more accurate visualization of cancers (the “Technology”).
Private Placement Financing
Concurrent with the completion of the Transaction, EXU is required to complete a private placement of a minimum of $1,000,000. EXU expects to close 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.
The net proceeds of the private placement will be added to working capital and will be applied towards executing BSS’s business plan.
After completion of the share exchange and the concurrent financing, Expedition expects to have approximately 38,091,887 shares issued and outstanding, with current shareholders of BSS holding approximately 69.57 % of the issued shares, the private placees holding approximately 17.50% of the issued shares, and the current shareholders of EXU holding approximately 10.21% of the issued shares. Following the share exchange, the Company will be engaged in developing and commercializing a new imaging technology with the objective of enabling cancer patients to live longer healthier lives.
Trading in the Company’s shares remains halted in compliance with the reverse takeover policies of the Canadian Securities Exchange, pending closing of the Transaction.
BSS is a medical imaging company that seeks to improve the way physicians detect and treat cancer. BSS has entered into a formal agreement with Lawrence Livermore National Security, LLC, a U.S. company managing Lawrence Livermore National Laboratory (LLNL) for the U.S. Department of Energy. Dr. Stavros Demos is the inventor of an instrument designed to provide physicians a tool to complement white-light endoscopy by adding fluorescence imaging for more accurate and complete detection and treatment of various conditions, including the detection and treatment of cancer. Dr. Demos worked in collaboration with UC Davis Comprehensive Cancer Center physicians and Dr. Ralph deVere White, a leading authority on bladder cancer, for more than eight years developing this technology and proof of principle. BSS holds an exclusive licence to this intellectual property. BSS will partner with LLNL and UC Davis Cancer Center to continue clinical evaluations that will support BSS’s U.S. Food and Drug Administration (FDA) submission. BSS has recruited the original inventors and secured the technology rights to commercialize multiple endoscopy imaging tools.
ON BEHALF OF THE BOARD:
(signed) “William Galine”
President & Chairman of the Board
For further information contact:
Telephone: (775) 737-3292
Email: [email protected]
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Specifically, this release makes forward-looking statements regarding the terms and conditions of the proposed acquisition of BSS. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. There is no assurance the proposed acquisition of BSS will occur as anticipated, or at all. There is no assurance EXU will be able to raise the full amount of the private placement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.