January 2017 Deal Round-Up

The following is a summary of major deals in the life science space that closed or were announced as closed in January 2017. Vancouver-based Quark Venture Inc., through its Global Health Sciences Venture Fund, continued to be an active investor, with investments made both in Canada and the United States in the month of January 2017.

MERGERS & ACQUISITIONS

Date: Closed January 3, 2017

Type: Amalgamation

Companies: Avagenesis Corp (TSXV: VVA) and Avapecia Life Sciences Corp. (CSE: VVS)

Deal size: Approx. CDN $12.13 million

Description: On January 3, 2017, Avapecia Life Sciences Corp. ("Avapecia") and Avagenesis Corp. ("Avagenesis") announced the completion of the transactions contemplated in their amalgamation agreement dated November 10, 2016. The amalgamated company, Liberty Biopharma Inc. (“Liberty”), will continue the business of both Avagenesis and Avapecia. Its common shares were listed on the TSX Venture Exchange under the symbol “LTY” on January 6, 2017. Avagenesis shareholders were issued one post-amalgamation Liberty common share in exchange for each Avagenesis common share held, for a total issuance of 56,014,909 shares. Avapecia shareholders were issued one post-amalgamation Liberty common share in exchange for every three Avapecia common shares held, for a total issuance of 48,500,300 shares. The amalgamated corporation, Liberty, is a biotechnology company engaged in the research, development and commercialization of regenerative stem cell technologies and therapy solutions for use in urogynaecology, urology, hair loss and a number of other diseases.

Source: Avagenesis Corp. and Avapecia Life Sciences Corp., Press Release, "Avagenesis and Avapecia Complete Merger and Continue as Liberty Biopharma Inc." (January 3, 2017)

Date: January 10, 2017

Type: Acquisition

Target: 2344823 Ontario Inc. d/b/a Bodystream

Acquirer: Mettrum Health Corp.

Deal size: CDN $1 million in cash and 451,596 Mettrum shares, as well as additional shares to a maximum of 1,505,322 Mettrum shares over the next three to five years, subject to Bodystream achieving certain operational milestones.

Description: On January 10, 2017, Mettrum Health Corp. ("Mettrum") acquired all of the outstanding shares of 2344823 Ontario Inc. d/b/a Bodystream. Under the terms of the transaction, Mettrum paid $1 million in cash and issued 451,596 Mettrum shares from treasury to shareholders of Bodystream. Mettrum will also issue up to a maximum of 1,505,322 additional shares over the next three to five years subject to Bodystream achieving certain operational milestones. Bodystream operates a network of medical cannabis clinics across Ontario.

Source: Mettrum Health Corp., Press Release, "Mettrum Health Corp. to Acquire Bodystream Cannabis Clinic Network" (January 10, 2017)

Date: January 31, 2017

Type: Acquisition

Target: Mettrum Health Corp. (TSXV: MT)

Acquirer: Canopy Growth Corporation (TSX: CGC)

Description: On January 31, 2017, Canopy Growth Corporation ("Canopy Growth") and Mettrum Health Corp. ("Mettrum") completed the closing of the acquisition of Mettrum by Canopy Growth (see here for details). Mettrum shareholders received 0.7132 common shares of Canopy Growth for each Mettrum share held immediately prior to closing.

Source: Press Release, "Canopy Growth and Mettrum Announce Closing of Acquisition" (January 31, 2017)
FINANCINGS

Date: Announced as closed January 5, 2017

Type: Private Placement

Issuer: Microbion Corporation

Investor(s): Quark Venture Inc. and GF Securities, through the Global Health Sciences Venture Fund

Deal size: US $25 million (approx. CDN $33 million)

Description: On January 5, 2017, Vancouver-based Quark Venture Inc. ("Quark") and GF Securities announced a US $25 million investment in Microbion Corporation ("Microbion") through the Global Health Sciences Venture Fund. Microbion, located in Vancouver and Bozeman, MT, is a clinical stage biopharmaceutical company specializing in the treatment of antibiotic resistant infections. It is currently developing a treatment for diabetic foot ulcer infections.

Source: Quark Venture Inc. & Microbion Corporation,  Press Release, "Quark Venture and GF Securities Invest US$25 Million in Microbion to Advance a New Class of Drugs that Combat Antibiotic-Resistant Infections", (January 5, 2017).

Date: January 10, 2017

Type: Non-brokered private placement

Issuer: Veritas Pharma Inc. (CSE: VRT)

Investor(s): Marapharm Ventures Inc.

Deal size: Total gross proceeds of CDN $2,181,650

Description: On January 10, 2017, Veritas Pharma Inc. ("Veritas") announced that it had completed a non-brokered private placement of 9,916,590 units (“Units”) at a price of $0.22 per Unit for aggregate gross proceeds of $2,181,650 (the “Offering”). Each Unit is comprised of one common share (“Share”) and one Share purchase warrant of Veritas (“Warrant”).  Each Warrant entitles the holder to purchase one Share (a “Warrant Share”) at an exercise price of $0.30 per Warrant Share for a period of 18 months from the date of issuance, subject to an acceleration clause. Marapharm Ventures Inc. ("Marapharm") announced that it had subscribed for a total of 5 million units in the Offering for a total investment of $1,100,000.00. Veritas is a discovery and development company developing cannabis strains for disease specific actions such as chronic pain, nausea and vomiting, muscle spasms, epilepsy and PTSD. Marapharm is a developmental stage medical marijuana company with operations based in British Columbia.

Source: Veritas Pharma Inc., Press Release, "Private Placement Offering" (January 10, 2017); Marapharm Ventures Inc., Press Release, "Marapharm Ventures Inc. invests in Veritas Pharma Inc." (January 9, 2017).

Date: Announced January 27, 2017

Type: Series B private placement financing

Issuer: Biscayne Neurotherapeutics, Inc. (a clinical stage company established by Biscayne Pharmaceuticals)

Investor(s): Quark Venture Inc. and GF Securities (through the Global Health Sciences Fund), Mesa Verde Venture Partners, as well as current shareholders

Deal size: US $3 million (Approx CDN $3.9 million)

Description: On January 27, 2017, Biscayne Neurotherapeutics, Inc. ("Biscayne") announced the completion of a US $3 million Series B financing led by the Global Health Sciences Fund of Quark Venture Inc. and GF Securities, Mesa Verde Venture Partners, and other private investors. Biscayne is a clinical stage company, developing an antiepileptic compound for treatment adults with refractory complex partial seizures.

Source: Biscayne Neurotherapeutics Inc., Press Release, "Biscayne Announced Formation of Biscayne Neurotherapeutics and Completion of Series B Financing" (January 27, 2017)