Advitech Inc. (the "Corporation" or "Advitech") (TSX-V: AVI) announced today that its shareholders have approved, at the annual and special meeting held yesterday in Québec City (the "Meeting"), the conditional private placement (the "Private Placement") with AgeChem Venture Fund L.P. ("AgeChem") completed in escrow on March 12, 2009, the conversion of the principal amount of the issued and outstanding debentures of Advitech (the "Debentures") in common shares of Advitech (the "Common Share") (the "Conversion of debentures") and other matters described in more details in the management proxy circular of the Corporation dated March 13, 2009 namely the appointment of the Board of Directors, the proposed consolidation of its common shares and the amendment of its articles.
60.56% of the Corporation shareholders was present or represented by proxy at the Meeting of which 95.68% (excluding AgeChem) has voted in favour of the Private Placement and 99.72% has approved the Conversion of debentures.
As previously announced on March 12, 2009, Advitech executed a conditional subscription agreement with AgeChem whereby Advitech issued in escrow a total of 50,000,000 units (the "Units") at a price of $0.02 per Unit for total gross proceeds of $1,000,000. Each Unit issued as part of the Private Placement consists of one Common Share and of one common share purchase warrant (a "Warrant"). Each Warrant entitles its holder to purchase one Common Share at a price of $0.05 per share for a period of one year following the date of issuance of the Warrants, and, thereafter, at a price of $0.10 per share until the fifth anniversary of the date of issuance of the Warrants.
The total subscription price of the Private Placement and the certificates representing the Common Shares and the Warrants, which were held in escrow until receipt of the shareholders approval and the conversion of at least 80% of the principal amount of the Debentures, have been released today by the escrow agent.
AgeChem now holds a total of 58,083,333 Common Shares representing 25.51% of the outstanding Common Shares as of the date hereof and 58,083,333 Warrants allowing it to acquire 58,083,333 Common Shares at a price ranging from $0.05 to $0.253.
Conversion of the debentures
As a condition precedent to the Private Placement, Advitech, further to obtaining the consent of its shareholders at the Meeting, has completed the conversion of 98.39% of the Debentures, together with accrued interest thereon, which represented an aggregate amount of $2,091,710, for a total of 104,585,485 Common Shares at a deemed price of $0.02 per share.
As a result of the Conversion of the debentures and taking into account the Common Shares to AgeChem issued as part of the Private Placement, (i) Fonds de Solidarité des Travailleurs du Québec (F.T.Q.), which held a debenture in the principal amount of $375,000, now holds 12.28% of the issued and outstanding Common Shares, and (ii) Capitale Financière Agricole Inc., which held a debenture in the principal amount of $500,000, now holds 12.25% of the issued and outstanding Common Shares.
Board of Directors
The shareholders have elected the following persons as directors of the Corporation for the ensuing year: Renaud Beauchesne, Richard Bordeleau, Pierre Labbé, Claude R. Livernoche and Louis Lacasse. Moreover, Mr. Renaud Beauchesne has been appointed as executive chairman of the Board of directors and will replace Mr. Claude R. Livernoche.
Mr. Louis Lacasse is the nominee proposed for election by AgeChem pursuant to the representation rights agreement executed on March 12, 2009 as part of the Private Placement.
Consolidation of Common Shares
Even if the management does not intend to consolidate its Common Shares in the short-term, Advitech's shareholders have also approved the filing by the Corporation of articles of amendment to proceed with the consolidation of all issued and outstanding Common Shares on a basis of 8 Common Shares currently issued and outstanding for 1 new Common Share. The special resolution adopted by the shareholders of the Corporation at the Meeting also allows the Board of Directors of the Corporation to, as long as it does not exceed the maximum of 8 Common Shares for 1 new Common Share, amend the ratio of consolidation of the Common Shares or abandon the consolidation and not proceed with the proposed consolidation.
The management will issue appropriate press releases if and when it decides to file articles of amendment to proceed with the consolidation.
Articles of amendment - Appointment of additional directors
Finally, Advitech's shareholders have also approved at the Meeting the amendment of the Corporation's articles to allow the directors of Advitech to appoint additional directors to the Board of directors between annual meetings of shareholders, provided that the total number of directors so appointed does not exceed one third of the number of directors elected at the previous annual meeting. The term of office of any director so appointed will expire no later than at the close of the next annual meeting.
ABOUT ADVITECH INC. WWW.ADVITECH.COM:
Advitech is a health sciences and technology company with a mission to discover and commercialize proprietary and evidence-based natural health products. Effective and safe, these products play a role in the prevention of immune-mediated inflammatory disorders, such as psoriasis and inflammatory bowel disease. Advitech produces Dermylex® for the treatment of mild-to-moderate psoriasis.
Advitech has drawn up a research program to develop new applications related to wound healing. This development is derived from both its XP-828L and IM technological platforms.
About AgeChem: WWW.GENECHEM.COM
The AgeChem Venture Fund L.P. is currently investing in companies developing therapeutics targeting age-related diseases. The range of diseases and chronic conditions associated with aging provides a breadth of attractive investment opportunities. AgeChem's principals have been active in the healthcare sector for over 15 years having made investments in several private and public entities. In addition to AgeChem, some of the principals are also managing the GeneChem Technologies Venture Fund L.P. and the GeneChemTherapeutics Venture Fund L.P. (www.genechem.com).