William Acquires a Stake in C Sixty Inc.
Toronto, Ontario - Wednesday, June 21, 2000, 10:44 AM EDT
* Private biotechnology company focused on the discovery and development of drugs, diagnostics and medical devices based on the fullerene molecule * The fullerene molecule, awarded the Nobel Prize in chemistry in 1996, represents a novel approach to the development of a wide spectrum of therapeutics * C Sixty's proprietary Platform Technology based on the fullerene molecule is well positioned to compete in multi-billion dollar markets * The company is establishing an extensive network of operational platforms in alignment with prestigious academic centers including the University of California (Los Angeles), Rice University (Houston), and Columbia University (New York) * The company's management has extensive experience in the biotechnology sector, is comprised of a superb scientific team and an advisory board which includes Nobel Prize winner and industry leaders
William Resources Inc. is pleased to announce that it has signed a definitive agreement to acquire a stake in C Sixty Inc., a privately held biotechnology company. Under terms of the agreement William will acquire a 40% stake in C Sixty in exchange for 29,000,000 treasury shares of William at an ascribed price of $0.25 per share or $7,250,000. William may be obliged to issue up to an additional 9.9 million common shares based on the William share performance over the next 90 days. In addition William will have a one year option to purchase an additional 9.99% of the company on a fully diluted basis. Closing of the transaction is expected to occur on or before June 30, 2000. William retained Coniston Investment Corporation to act as an advisor in connection with this transaction.
C Sixty Inc. is a privately held biopharmaceutical company whose business strategy is focused on the discovery, development, and the advancement of a new class of therapeutic drugs, diagnostics and medical devices based on the fullerene molecule, considered a "Platform Technology", with potential value for a large number of diverse applications in multibillion dollar markets. The company has adopted a virtual model for conducting its product development through established relationships with world-class institutions, thereby reducing costs, limiting dilution, and therefore increasing the potential return to shareholders.
The fullerene molecule is a hollow geodesic sphere made up of 60 carbon atoms. The molecule was discovered in 1985 as the third and unprecedented new form of elemental carbon in nature. Its discoverers were awarded the 1996 Nobel Prize in chemistry.
C Sixty Inc. is a world-leader in the research and development for the medical applications of fullerenes. The company's Nobel Prize winning technology represents novel approaches to rational drug development and the development of leading edge strategies in the biotechnology sector.
C Sixty's Platform Technology is targeted at diverse market segments. The company's lead compounds have potential value in multi-billion dollar pharmaceutical markets for the treatment and prevention of cancer, AIDS, heart disease, diseases of the nervous system and arthritis amongst others. In addition to protecting the use of fullerene compounds as drugs, the company's intellectual property portfolio protects the use of certain fullerene compound families as drug delivery vehicles. Fullerenes also represent a novel drug delivery vehicle for the optimization of marketed drugs as complex generic formulations.
The company operates through affiliated research facilities and has executed exclusive worldwide option agreements to license the use of fullerenes for specific medical applications with prestigious academic institutions including The University of California (Los Angeles), Columbia University (New York), and Rice University (Houston). The company expects to conclude further agreements with other prominent universities in the near future.
"The potential for widespread applications, a versatile proprietary technology platform and promising pre-clinical studies positions C Sixty to become a leader in the biotechnology sector" asserted Dr. Uri Sagman MD FRCPC, founding President and CEO of C Sixty.
Exclusivity Agreements
University of California - On June 15, 200, the company entered into an agreement with the University of California (Los Angeles), for the exclusive worldwide rights to license propriety technology related to the biomedical use of fullerenes as anti-HIV compounds. C Sixty's lead product is an HIV anti-protease substituted fullerene with minimal toxicity and activity against mutant and drug resistant stains of the HIV virus. The product provides a potential alternative treatment to patients with AIDS who have exhausted available alternatives. The company is currently advancing its lead product candidates to toxicology studies and intends to complete pre-clinical studies over the next 12-18 months.
Columbia University - On April 15, 2000, the company entered into a licensing agreement with Columbia University (New York) to obtain the exclusive worldwide rights for the use of anti-fullerene antibodies. The company's monoclonal antibody technology is anticipated to have widespread uses as therapeutic agents, diagnostics and as tools for drug development. The company's anti-fullerene monoclonal antibodies have been optimized to selectively target and image fullerene based compounds. The company has developed a diagnostic tool capable of measuring the concentrations of fullerenes in biological fluids with its anti-fullerene monoclonal antibodies for pharmacokinetic studies and other drug development functions. This technology is anticipated to assist the company in developing its lead products in the short term and to potentially provide a revenue stream based on the commercialization of diagnostic fullerene antibody products.
Rice University - On January 1, 2000, the company entered into an agreement with Rice University (Houston) to obtain the exclusive worldwide rights to develop a fullerene substituted bone-targeting agent and fullerene-based x-ray imaging contrast agents. The company's lead bone targeting agent is a bimodal compound characterized by inhibition of bone resorption and stimulation of bone formation. The company is currently engaged in scaleup studies of its lead bone targeting compound in anticipation of pre-clinical studies within the next 12-18 months.
The company's contrast imaging agents are anticipated to enter into animal studies within the next 12 to 18 months. The fullerene contrast agents represent a novel class of imaging technology with limited toxicity, long blood pool retention capability and the potential avoidance of invasive imaging procedures.
Product Development
In addition to C Sixty's products referred to above for applications of fullerene as anti-viral agents monoclonal antibodies and bone targeting agents, C Sixty is engaged in the development of fullerene compounds for photodynamic cancer therapy, free radical scavengers for neurodegenerative diseases such as ALS and Parkinson's disease, tissue targeting fullerene technology, and the applications of fullerenes to surfaces for use in medical devices, prosthetics, and for diagnostic technologies.
Dr. Uri Sagman MD, FRCPC. Dr. Uri Sagman is the founding President and CEO of C Sixty. He is a medical oncolgoist. Dr. Sagman is a recognized researcher in the field of clinical oncology and had had numerous publications in the field of tumor biology and immunology. Dr. Sagman is also the founder and President of GRN Health International Inc., an academically based global research organization and B Twelve Inc., a biotechnology company.
Mr. Jacques Sayegh, CFA, MBA, Founding Chairman, C Sixty Inc. Mr. Sayegh is the immediate past President and CEO (1990-1999) of the Royal Bank Capital Corporation (RBCC), Canada's largest financial institution. Mr. Sayegh has over 20 years of experience in merchant banking and venture capital with broad expertise in finance, technology, (biotechnology and information technology), and international markets.
The scientific team of C Sixty Inc., includes the undisputed world leaders in the application of fullerenes to medicine:
Dr. Richard Smalley, Nobel Laureate (Rice University, Houston) Hackerman Professor of Chemistry and Physics. Director of Rice University Center for Nanoscale Science and Technology. He is best known for his discovery of fullerenes in 1985, for which he won the Nobel Prize in Chemistry in 1996.
Dr. Stephen L. Wilson (New York University). Professor of Chemistry and pioneer in fullerene chemistry. Dr. Wilson has published more than 40 publications on fullerenes since 1993, and has written two chapters-titled "Organic Chemistry of Fullerene," and "Biology of Fullerenes"-for the forthcoming book from John Wiley & Sons-The Fullerene Handbook.
Dr. Fred Wudl (University of California, Santa Barbara). Professor of Chemistry and Physics. Associate Director of the UCSB Institute for Polymers and Organic Solids. Dr. Wudl is a pioneer in fullerene chemistry and biology, electrically conducting polymers, and organic compounds and ferromagnets. He is a co-discoverer of anti-HIV fullerene compounds.
Dr. Bernard Erlanger (Columbia University, New York). Professor of Microbiology and noted immunologist. He is a pioneer in steroid antibodies. In the 1950's Dr. Erlanger developed the now widely used techniques of linking haptens to BSA in order to produce antibodies.
Dr. Long Chiang (National Taiwan University). Adjunct Professor of Chemsitry and Chair, Center for Condensed Matter Sciences. He is a leader in design and synthesis of fullerene derivatives for biological applications. In 1980's he was senior research scientist at Exxon Research and Engineering Company, New Jersey.
Dr. Lon Wilson (Rice University). Professor of Chemistry. He is an expert in the application of fullerenes to nuclear medicine and metallofullerenes and designed first application of fullerene to tissue targeting.
Dr. Ursula Gibson (Dartmouth University). Professor of Engineering, Thayer School of Engineering, Dartmouth College. Dr. Gibson developed film layer applications of fullerenes to Material Surfaces, laser applications and medical devices.
Dr. Simon Friedman (University of Missouri). Assistant Professor of Chemistry. He developed the first anti-viral fullerene derivative. He is a pioneer in computer assisted rational drug design and modeling.
Dr. Kenneth Pritzker (The University of Toronto). Professor of Laboratory Medicine and Pathology, Surgery, The University of Toronto, and pathologist-in-Chief and Director, Pathology and Laboratory Medicine, Mount Sinai Hospital in Toronto and Head, Connective Tissue Research Group. Dr. Pritzker is an internationally known expert in the field of degenerative joint disease, arthritis, connective tissue disease and biomaterials.
The C Sixty Scientific Advisory Board consists of proven biotechnology experts, Nobel Prize winning scientists, former executives of major pharmaceutical companies and business leaders.
Dr. Norman Jensen (Jacobus Pharmaceuticals). Former senior executive in two of the world's largest pharmaceutical companies. Assistant Vice President of Wyeth-Ayerst Pharmaceutical Co. and Director of medicinal chemistry at Merck.
Dr. Robert Haddon (University of Kentucky). Noted fullerene scientist, discoverer of fullerene superconductors, Director of Center for Advanced Energy at University of Kentucky. Pioneer in fullerene nanotube chemistry.
Dr. Karl Kadish (University of Houston). Professor of Chemistry and founding chair of the Electrochemical Society Fullerene Division, currently the world's largest scientific organization dedicated to fullerene research.
Dr. Richard Houghton (Torrey Pines Institute for Molecular Studies). Pioneer in combinatorial chemistry and founder, Trega Pharmaceutical Co. (formerly Houghton Pharmaceutical Co.).
Dr. Richard Schinazi (Emory Medical School, Atlanta). Professor of Virology. Director of Laboratory of Biochemical Pharmacology, Emory Medical School. Pioneer in fullerenes virucidal effect on HIV-1 and expert in anti-cancer and anti-viral drug development. A co-discoverer of anti-HIV fullerene compounds.
Dr. Barry M. Trost (Stanford University). Professor of Chemsitry, eminent synthetic chemist and member of the United States National Academy of Sciences. Dr. Trost has extensive experience in the design of new synthetic reaction and chemistry of relevance to the pharmaceutical industry.
Dr. Lester Mitscher (University of Kansas, Missouri). Distinguished Professor of Medicinal Chemistry and author of the classis four volume Wiley-Interscience series: "The Organic Chemistry of Drug Synthesis." He was winner of the 1989 Swissman Prize in Medicinal Chemsitry and has extensive experience in the pharmaceutical industry.
Dr. Warren Hehre (Wavefunction Inc.). Noted theoretical chemist and former Professor of Chemistry at the University of California at Irvine. Founder and President of Wavefunction Inc., a leading software company. A pioneer in information systems, computer graphics and molecular modeling.
About William As previously announced, William has changed its focus from gold mining to technology, and is evaluating several opportunities for acquisition and/or merger in this non-resource sector. William is particularly interested in companies involved in biotech, connectivity technology, software development and Internet solutions.
"The acquisition by William of a significant stake in C Sixty represents the first step in the transformation of William to a technology based company", said Stan Bharti, CEO of William. "C Sixty's strategy is aimed at the development of products for multi-billion dollar markets, and we anticipate that C Sixty will become a leader in its sector. We have full confidence that our investment will provide significant returns given the cogent corporate strategy of C Sixty, its experienced management, a superb scientific team and an advisory board comprised of industry leaders and Nobel Prize winning scientists", added Mr. Bharti.
William is in advanced discussions on specific transactions in the technology and bio-tech sectors and expects to announce further developments in the near future. By the time of the scheduled annual and special meeting of June 27th, 2000, William expects to have totally eliminated its debt and the Company should be well on its way towards restructuring itself as a multi-technology organization. The shareholders will also be asked to approve a name change to William Multi-Tech Inc. at the annual and special meeting.
The Toronto Stock Exchange has determined that William has changed the nature of its business and must meet all of the original listing requirements of the Exchange by the earlier of six months following the closing of the transaction noted above or a proposed technology transaction (whichever is first) and December 21, 2000. If the Company fails to meet original listing requirements by the stated deadline, the Exchange may suspend trading in the Company's shares or require the Company to delist from the Exchange.
The Annual and Special Meeting of Shareholders will be held at the Sheraton Centre Hotel, 123 Queen Street West, Toronto, Ontario at 4:30 p.m. on Tuesday June 27th, 2000.
Contact William: Reg Burden/Kam Gill Directors of Investor Relations 390 Bay Street, Suite 2008 Toronto, Ontario M5H 2Y2 Tel: (416) 861-9500 Fax: (416) 861-8165
Contact Coniston Investment Corp: Paul A. Parisotto President 390 Bay Street, Suite 2020 Toronto, Ontario M5H 2Y2 Tel: (416) 369-9333 Fax: (416) 603-1708
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