|
Vancouver,
British Columbia -
April 14, 2010,
CAG Capital Inc. (now Stellar
Biotechnologies, Inc.) (TSX-V: KLH)
(the "Company") is pleased to announce the closing of the acquisition of Stellar
Biotechnologies, Inc. ("Stellar") a private
California biotechnology company, which acquisition constitutes its Qualifying
Transaction in accordance with the policies of the TSX Venture Exchange (the
"Acquisition"). Concurrent with the
completion of the Acquisition the Company's name has changed from
CAG Capital Inc. to "Stellar
Biotechnologies, Inc."
The Company has been informed by the Exchange that
its shares will resume trading Monday morning, April 19, 2010.
In conjunction with the Acquisition the Company
completed a brokered and non-brokered private placement (the "Private
Placement") of 11,397,732 Units at a price of $0.28 per Unit for total
proceeds of $3,191,364.96. Each Unit is comprised of one common share and one
1/2 warrant, each warrant for the further purchase of a common share at $0.40
until October 9,
2011. The brokered portion of the private placement was completed
through Bolder Investment Partners Ltd.
In connection with the Private Placement the Company
issued 1,210,155 agents and finders warrants, each such warrant entitling the
holder to acquire a common share of the Company at a price of $0.28 until
October 9,
2011. The Company also
paid cash commissions totaling $208,174.40 and issued 35,000 corporate finance
units, such units having the same terms as the Units sold in the Private
Placement.
The securities issued in connection with the Private
Placement are subject to a 4 month hold period expiring August 9, 2010.
As more particularly detailed in the Company's filing
statement dated December 22,
2009 as filed on SEDAR (the "Filing Statement") the Acquisition
consists of the acquisition of all the issued and outstanding shares of Stellar,
in consideration of the issuance of a total of 10,000,000 shares of the
Company. As set out in the Filing
Statement, certain of such shares will be subject to escrow, in accordance with
the policies of the TSX Venture Exchange.
A further 10,000,000 shares of the Company have also been reserved for
issuance over time to key individuals upon the achievement of certain
milestones, as more particularly described in the Filing
Statement.
Concurrent with the completion of the Acquisition,
Martin Woodward and Alan Ji have
resigned from the board of the Company and been replaced by Frank R. Oakes,
Daniel E. Morse, Ph.D. and Harvey Wright as nominees of Stellar. Darrell Brookstein and Benjamin Catalano
continue on as directors.
Management of the Company now consists of Frank R. Oakes, President and
CEO, Kerry Beamish, CFO, Daniel E. Morse, Ph.D., Executive V.P. - Science and
Technology and Darrell Brookstein, Executive V.P. - Financial and Business
Development.
As a consequence of the Acquisition, the Company is
continuing the business of Stellar, and now owns a revenue generating company
with biotech and pharmaceutical customers and research partners, $6 million in
research having been conducted with US government NIH and NSF grants, with a
portfolio of intellectual property involving new aquaculture and marine culture
processes as well as technology for producing pharmaceutical formulations of KLH
(Keyhole Limpet Hemocyanin) that sell for from $5,000 - $200,000 per gram into
the medical, academic and research markets. KLH (Keyhole Limpet
Hemocyanin), an essential component for in many cancer vaccines and
highly anticipated therapeutic
vaccines, including those for rheumatoid arthritis, lupus, Post
Traumatic Stress Disorder chemical dependencies.
Stellar's
Technology
Stellar's proprietary intellectual property includes
patent, patent pending and key trade secrets related to sourcing and purifying
KLH for medical markets by spawning and maintaining the rare keyhole
limpet which is found only in the slender strip of ocean off the coast
of northern Baja to central California; non-lethal hemolymph extraction
technology for environmentally sustainable production of KLH and highly
efficient manufacturing methods for the purification of various formulations of
the KLH molecule for use in dynamic pharmaceutical and veterinary markets as a
powerful immune stimulant and vaccine carrier protein with a long history of
efficacy, safety and low toxicity.
Stellar's
Business Model
The business model is to: 1). Produce, maintain and
develop Keyhole Limpets through key Intellectual Property (IP) 2.) Continuously advance key IP to
extract, purify and formulate KLH profitably, while increasing the number and
maintaining the good health of the essential source animals 3.) Market and sell Stellar's
formulations of KLH and use consistent efforts to expand markets, promote the
use of KLH within the academic, research, pharmaceutical, biotech and medical
diagnostic markets 4.) Alone and in
partnership with others sell proprietary KLH-based products for the medical
diagnostic and therapeutic markets.
Stellar's
Key Employees
Frank R.
Oakes, President and Chief
Executive Officer. Mr. Oakes has 30 years of management experience in
aquaculture including a decade as CEO of The Abalone Farm, Inc., during which he
led that company through the R&D, capitalization, and commercialization
phases of development to become the first profitable and largest abalone
producer in the U.S.. He is the inventor of the company's patented method for
non-lethal extraction of hemolymph from the keyhole limpet. He was the Principal
Investigator on the company's Phase I and II SBIR grants from the NIH's Center
for Research Resources, a California Technology Investment Partnership (CalTIP)
grant from the Department of Commerce. He has consulted and lectured for the
aquaculture industry around the world. Frank received his Bachelor of Science
degree from California State Polytechnic University, San Luis Obispo and is a graduate of the Los
Angeles Regional Technology Alliance (LARTA) University's management-training
program.
Daniel E. Morse,
Ph.D., is Executive VP, Science
& Technology. He is Professor of Molecular Genetics and Biochemistry at the
University of California, Santa Barbara, and Director of the UCSB-MIT-
Caltech Institute of Collaborative Biotechnologies. Dr. Morse is an
internationally recognized expert in protein chemistry, molecular biology,
molluscan reproductive biology, and aquaculture. Dr Morse's laboratory at the
University of California, Santa Barbara is currently working under a seed
grant from the Defense Advanced Research Projects Agency (DARPA) to begin
investigations into the fundamental disassociation & assembly dynamics of
the company's KLH subunit product.
Darrell
Brookstein is Executive VP,
Business Development & Finance, was Managing Director of The Nanotech
Company, LLC and a director of CAG
Capital, Inc. He has founded and been CEO of multiple investment firms in
diverse fields and has published books and newsletters on investing in
cutting-edge technology and natural resource finance. He is a graduate of
Duke
University.
On behalf of the Board of Directors, "Frank Oakes"
President & Chief Executive Officer
Contact:
Darrell Brookstein, Executive
VP
858 449 2523 - DBrookstein@StellarBiotech.com
Statements in this press release
other than purely historical factual information, including statements relating
to revenues or profits, or the Company's future plans and objectives, or
expected sales, cash flows, and capital expenditures constitute forward-looking
statements. Forward-looking statements are based on numerous assumptions and are
subject to all of the risks and uncertainties inherent in the Company's
business, including risks inherent in the technology history. There can be no
assurance that such forward-looking statements will prove to be accurate, as
actual results and future events could differ materially from those anticipated
in such statements. Accordingly, readers should not place undue reliance on such
statements. Except in accordance with applicable securities laws, the Company
expressly disclaims any obligation to update any forward-looking statements or
forward-looking statements that are incorporated by reference herein. This news
release does not constitute an offer to sell, or a solicitation of an offer to
buy any of the Company's securities set out herein in the United States, or to, or for the benefit or
account of, a U.S. Person or person in the United
States.
Neither 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.
|