NEWS RELEASE
Not great news for shareholders unless you like massive dilution and repricing of options for insiders. It will be interesting to see where this NEW entity actual opens. At 20 to 1 consolidation, that makes the last price of 3.5 cents CDN worth .70 CDN.
Anyone from the company follow this thread?
Joe BABA, are you still out there watching?
DL
Friday July 3, 3:31 pm Eastern Time
Company Press Release
Correcting...RETRANSMISSION: Receptagen Announces Results of
its June 30, 1998 Meeting of Shareholders
TORONTO--(BUSINESS WIRE)--July 3, 1998-- Receptagen(TSE:RCG. - news; OTC Bulletin Board:RCEPF - news)
INTERUNION(OTC Bulletin Board:IUFC - news) Receptagen Ltd. (TSE:RCG/OTCBB:RCEPF) reports that the
following items of business were approved at its annual and special meeting of shareholders held in Toronto, Ontario on
June 30, 1998:
-- BDO Dunwoody were re-elected as auditors of the Corporation; -- Six directors were elected to serve until the next
annual meeting
or until their successors are elected or appointed.
There are: Warren Wheeler, Dr. Colin Bier, James Maxim, Georges Benarroch, Dr. Owen Anderson and Edward
Jacobs;
A resolution was approved authorizing the termination of the Corporation's Shareholder Rights Plan;
A resolution was approved authorizing the change of the Corporation's registered office from Vancouver,
British Columbia to Toronto, Ontario;
A resolution was approved authorizing the change of name of the Corporation to ''GRN, Inc.'', conditional on
the acquisition of GRN Health International, Inc. (''GRN'') referred to below being completed;
A resolution was approved authorizing the consolidation of the Corporation's shares on a 1 ''new'' for 20
''old'' basis. It is the Corporation's present intention to file articles of amendment to implement such
consolidation as soon as the Corporation meets all requirements of the Toronto Stock Exchange (''TSE'')
relating to the implementation of share consolidation;
A resolution was approved authorizing the Corporation to undertake one or more private placement transactions
during the next twelve month period having the effect of issuing up to 100 percent of the Corporation's issued
common shares;
A resolution was approved authorizing the reduction in the stated capital account attributable to the common
shares of the Corporation from $19,198,642 to $1;
A resolution was approved authorizing the reorganization of the share capital of the Corporation to allow for the
creation of two new classes of preferred shares. It is the Corporation's present intention to file articles of
amendment to implement the capital reorganization as soon as the Corporation meets all of the requirements of
the TSE relating to the implementation of share consolidation;
A resolution was approved authorizing the terms of the Corporation's ''Bridge B Loan'' provided by Marbury
Trading Corporation, an insider of the Corporation, and the issuance of convertible debentures of the
Corporation as evidence of such loan. To date, Marbury has advanced US $765,000 under the US $875,000
maximum Bridge B Loan;
A resolution was approved authorizing the repricing and extension of term of certain issued and outstanding
warrants of the Corporation held by arm's length and non-arm's length parties. Specifically, all outstanding
warrants to acquire common shares of the Corporation (excluding warrants held by Ryan Pharmaceuticals, Inc.,
Allen and Company and First Southwest Company), all presently having exercise prices of between $0.14 per
share and $0.20 per share, have been amended to have a revised (pre-consolidation) exercise price of $0.035 per
share ($0.70 per share on a post-consolidation basis) and, subject to the occurrence of the Triggering Event (as
defined below), an amended term expiring July 30, 2000;
With respect to the repricing and extension in term of such warrants, the TSE has stipulated that should,
subsequent to the June 30, 1998 shareholders meeting but prior to September 30, 1998, the ten (10) day waiting
average trading price of the common shares of the Corporation on any public market, including the
over-the-counter bulletin board market on which the Corporation's common shares trade in the United States,
exceed $0.047 per share (pre-consolidation) (the ''Triggering Event''), all warrants repriced and extended will
expire on the 30th day following the occurrence of the Triggering Event regardless of any later expiry date that
may be identified in the terms of the warrants;
Subject to the completion of the acquisition of GRN, a resolution was approved authorizing the issuance of
convertible preferred shares and common shares of the Corporation to Marbury, an insider of the Corporation,
in satisfaction of all indebtedness owing under the Bridge B Loan and in satisfaction of a success fee payable to
Marbury. The success fee payable to Marbury, payable in common shares of the Corporation, is to be equal to
10 percent of the Corporation's issued common shares after completion of the acquisition transaction;
A resolution was approved authorizing the implementation of the transaction contemplated by the Share
Exchange Agreement dated May 25, 1998 entered into by the Corporation, GRN and the shareholders of GRN.
The closing of the acquisition of GRN is itself conditional on the completion of a minimum $5 million (CDN)
Special Warrant Offering.
The Corporation presently has 70,769,854 common shares issued and outstanding (pre-consolidation). On April 30,
1998, the common shares of the Corporation were suspended from listing on the TSE as a consequence of the
Corporation failing to meet certain continuing listing requirements of the TSE. The Corporation has until April 30, 1999
to reinstate its listing status failing which it will be delisted as of April 30, 1999.
Contact:
Receptagen Ltd.
Warren Wheeler, 425/ 778-5260 |
