Beanstalk Capital Ltd. and iCo Therapeutics Inc. amend arrangement agreement
October 31, 2007
SYMBOL – BCL.P VANCOUVER, Oct. 31 /CNW/ – Beanstalk Capital Ltd. (the “Company”) is pleased to announce that further to the Company’s press release dated October 16, 2007, in which the Company and iCo Therapeutics Inc. (“iCo”) announced that they had entered into an arm’s length arrangement agreement dated October 15, 2007 (the “Arrangement Agreement”), the Company and iCo would now like to announce that they have entered into an amended and restated Arrangement Agreement dated October 25, 2007. Under the amended and restated Arrangement Agreement the brokered equity financing for the proposed transaction will now be conducted through iCo, rather than the Company.
Canaccord Capital Corporation will act as the lead agent for the private placement and Haywood Securities Inc. will participate as a syndicate member. The brokered financing will consist of the sale of 1,840,000 subscription receipts of iCo at $0.98 per subscription receipt to raise gross proceeds of $1,803,200. Canaccord will have the option to increase the size of the offering by selling up to an additional 1,020,000 subscription receipts for additional gross proceeds of $999,600. The proceeds from the sale of the subscription receipts will be held in escrow by a third party pending closing of the qualifying transaction (“QT”). As a result of now raising funds in iCo and completing the QT under a plan of arrangement, the shares issued upon exercise of the subscription receipts subscribed for in this financing will be free trading upon closing of the QT.
Significant Conditions to Closing of QT
Completion of the transaction is subject to a number of conditions including, without limitation, approval by iCo’s shareholders, approval of the Supreme Court of British Columbia and the TSX Venture Exchange, and completion by iCo of a private placement of subscription receipts having a minimum aggregate subscription price of $1,803,200. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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For further information:
Chief Financial Officer, Beanstalk Capital Ltd.
Telephone: (604) 682-2992 Ext. 222
Chief Financial Officer, iCo Therapeutics Inc.
Telephone: (604) 602-9414 Ext. 224
About iCo Therapeutics Inc.
iCo Therapeutics Inc. is a Vancouver-based reprofiling company focused on redosing or reformulating drugs with clinical history for new or expanded indications. iCo has exclusive worldwide rights to three products, iCo-007, in Phase I for the treatment of Diabetic Macular Edema, iCo-008, a product with Phase II clinical history to be developed for severe ocular allergies, and iCo-009, a oral reformulation of Amphotericin B for sight and life – threatening diseases. iCo-009 also represents a new drug delivery technology with the potential to reprofile other parenteral administered drugs to the oral route of administration.
iCo Therapeutics trades on the TSX-Venture exchange under the symbol “ICO”.
No regulatory authority has approved or disapproved the content of this release. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
Certain statements included in this press release may be considered forward-looking. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on iCo Therapeutics’ current beliefs as well as assumptions made by and information currently available to iCo Therapeutics and relate to, among other things, anticipated financial performance, business prospects, strategies, regulatory developments, market acceptance and future commitments. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by iCo Therapeutics in its public securities filings; actual events may differ materially from current expectations. iCo Therapeutics disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Business Development Contact:
Dr. John Clement, CTO
604.602.9414 × 222
Mr. John Meekison, CFO
604.602.9414 × 224
Frederica Bell, Director, Corporate Development
604.602.9414 × 228