OxyFile #528
LifeTech to Raise $2 Million Through Subordinated Convertible Debenture RIGHTS OFFERING EXTENDED TORONTO, Oct. 29, 1997 - LifeTECH Corporation announced today that it has entered into an agreement to raise $2 million through a subordinated convertible debenture and common share purchase warrants to be issued to Encore Distribution Limited of St. Helier, Jersey. The financing, which was arranged by Trinity Capital Securities Limited of Toronto, Ontario is scheduled to close no later than November 7, 1997. Encore has successfully concluded its due diligence examination of LifeTECH and its proprietary technology for the sterilization of blood and blood components. On the completion of the financing, Encore's financial contribution will be augmented by their assumption of four positions on the Corporation's Board of Directors. In making the announcement, Walter J. Dermott, President and CEO, stated "This infusion of capital will support our accelerated development activities, including the generation of data for third party Pre-Clinical Trials, to establish the Sterinetics System as the world's premier blood and biological fluid sterilization technology. The embryonic market for biofluid sterilization, which is projected to be $6-$10 billion worldwide, is just now being recognized by the scientific and biotechnology communities. LifeTECH fully intends to dominate this new market with the only blood sterilization technology that can inactivate all viruses and bacteria in one economical operation. This investment, along with the expected proceeds from our rights offering, creates a sound financial basis for our future progress." Under the terms of the subordinated convertible debenture, Encore will invest $2 million, convertible into common shares at a conversion price of $0.60 per common share. Encore will also be granted warrants to purchase 2 million common shares at $0.50 per common share for a term of five years. The debenture has a term of 5 years and carries an interest rate of 5% per annum, payable annually in cash or stock. As security for the debenture, LifeTECH will grant Encore a charge on all LifeTECH assets, including patents. Closing is subject to several conditions, including satisfactory legal, corporate and tax opinions and the completion of documentation satisfactory to both LifeTECH and Encore. On October 7, 1997, LifeTECH announced a rights offering to existing shareholders and warrantholders, issuing 6,126,368 rights to purchase one common share per right at $0.50 per common share. The rights offering expires on October 30, 1997. Due to the material change in circumstances created by the new debenture financing, LifeTECH has filed an amendment with the Ontario Securities and Alberta Securities Commission to extend the rights offering period to November 10, 1997 to allow adequate dissemination of this important news.