Further to its press release of February 27, 2009, Sirona Biochem Corp. (the “Company”) is pleased to announce the final completion of its Qualifying Transaction (“QT”) with TFChem S.A.R.L. (“TFC”) on April 20, 2009. As part of the QT, the Company has changed its name from High Rider Capital Inc. to Sirona Biochem Corp. The Company’s trading symbol on the TSX Venture Exchange will change from “HRD.P” to “SBM”.
The QT consisted of the entry into a License Agreement with TFC (the “License Agreement”), as announced in the Company’s press release of September 30, 2008. The License Agreement relates to TFC’s proprietary technology based upon fluorinated sugar mimics for treatment of Diabetes and Obesity. Under the License Agreement, TFC is carrying out a two year research program to develop a chemical process to achieve the synthesis of a new class of Sodium Glucose Transporter inhibitors for the treatment of Diabetes and Obesity on the Company’s behalf, and the Company has received an exclusive worldwide license of TFC’s technology and the results of the research program for use in those fields. The Company has agreed to pay TFC €600,000 in respect of the research program, and to issue 5 million common shares to TFC, subject to the terms and conditions of the License Agreement. The first tranche of 1,000,000 shares was issued to TFC in connection with the final completion of the QT.
The Company also completed a private placement of 5,013,167 units at $0.15 per unit for gross proceeds of $751,975 in connection with the completion of the QT, as announced in its press release of January 8, 2009. Each Unit consists of one common share and one warrant (a “Warrant”) exercisable to purchase a further share at $0.20 per share for two years from the date of completion of the private placement.
Two insiders of the Company participated in the placement: Dr. Howard Verrico, President, Chief Executive Officer and a director, acquired 400,000 units representing 7.98% of the private placement, bringing his total ownership to 15.39%; and Dr Alex Marazzi, director, acquired 400,000 units representing 7.98% of the private placement.
The Company paid commissions of $48,947.50 (equal to 10% of the gross proceeds of the sale of units to purchasers identified by finders), and issued 161,150 Warrants (equal to 10% of the number of units sold to purchasers identified by finders) to finders. All shares and Warrants issued pursuant to the Private Placement and all shares issued on exercise of Warrants prior to August 10, 2009 will be subject to resale restrictions. The Company will utilize the proceeds of the private placement for funding of research, development and patent expenses under the License Agreement, compound testing, general and administrative expenses and working capital requirements.
Union Securities Ltd. (“Union”) acted as the Company’s sponsor in connection with the QT. Union was paid a cash fee of $25,000 and issued 150,000 shares as consideration for its services.
Completion of the Qualifying Transaction and the Private Placement, as well as the lift of the halt in trading in the Company’shares, is subject to final Exchange acceptance. The Company expects to make an announcement in this respect shortly.
For further information, please contact John Dougherty, Corporate Development-Investor Relations at 604 641-4466 . Toll Free: 1-888-SIRONA1 (747-6621) www.sironabiochem.com
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.