Aurelian Resources Inc. (formerly Bio 1 Inc.) Announces completion of qualifying transaction, reconstituted Management, name change and new trading symbol
Symbol: (TSX Venture: BYO.P) June 6, 2003
Toronto, June 6, 2003 – Aurelian Resources Inc., formerly Bio 1 Inc. (“Bio 1”), a capital pool company, is pleased to announce that it has completed its acquisition of Aurelian Resources Corporation Ltd. (“Aurelian”) as its “Qualifying Transaction” under Policy 2.4 of the TSX Venture Exchange (“TSXV”) by acquiring all of the issued and outstanding securities of Aurelian in exchange for an aggregate of 10,300,000 common shares and 6,260,000 share purchase warrants of Bio 1.
Prior to completion of the Qualifying Transaction, Aurelian completed a private placement to raise $3,000,000. The securities issued in the private placement were exchanged for 6,000,000 common shares and 6,000,000 share purchase warrants of Bio 1 in connection with the Qualifying Transaction.
Aurelian is engaged in the business of exploring for, with the ultimate goal of developing and producing, precious and base metals from its current mineral exploration properties located in Ecuador, as more fully disclosed in the Corporation’s filing statement dated May 27, 2003 which is available for viewing at www.sedar.com.
Following receipt of shareholder approval for a change of the Corporation’s name from “Bio 1 Inc. ” to “Aurelian Resources Inc.” at a meeting held on May 20, 2003, Bio 1 is pleased to announce that the name change became effective on June 2, 2003 and as a result, Bio 1’s trading symbol on the TSXV will be changed to “ARU” upon receipt of the required regulatory approvals and issuance of a bulletin by the TSXV.
Concurrent with the closing of the Acquisition, 1,100,000 of the 2,200,000 Bio 1 Shares subject to a TSXV Form 2F escrow agreement were transferred within escrow to persons who became the directors or officers of Bio 1 on closing of the Qualifying Transaction and an additional 4,250,000 Bio 1 Shares and 100,000 Bio 1 share purchase warrants issued to new directors and officers of Bio 1, in connection with the Qualifying Transaction, became subject to a TSXV Tier 2 Value security escrow agreement, such that an aggregate of 6,450,000 Bio 1 Shares and 100,000 Bio 1 share purchase warrants are now subject to escrow.
On closing of the Qualifying Transaction, Chandra Panchal resigned as President, Chief Executive Officer, Chief Financial Officer and a director of the Corporation and Pat DiCapo and Daniel Pharand each resigned as directors of the Corporation, such that the directors and officers of Bio 1 are now as follows:
Patrick Anderson President and Director
Keith Barron Vice-President, Exploration and Director
Tom Obradovich Director
Sheldon Inwentash Director
John Pollock Director
William Fisher Director
Pat DiCapo Secretary
On closing of the Qualifying Transaction, the board of directors of Bio 1 approved the granting of an aggregate of 505,000 options to purchase Bio 1 Shares to the new directors, officers and key consultants of Bio 1 at an exercise price of $0.75 per Bio 1 Share expiring upon June 6, 2008 of which 200,000 options were allocated to Patrick Anderson, 75,000 options were allocated to Keith Barron, 40,000 options were allocated to each of Bill Fisher, Tom Obradovich and Pat DiCapo and 30,000 options were allocated to each of Sheldon Inwentash and John Pollock.
Final approval for the Qualifying Transaction is expected from the TSXV upon Bio 1 submitting final documentation to the TSXV.
After giving effect to the foregoing, 13,500,000 Bio 1 Shares are outstanding, 6,260,000 Bio 1 Shares are reserved for issue upon the exercise of share purchase warrants and 925,000 Bio 1 Shares are reserved for issue upon on the exercise of options.
For further information, please contact: Patrick Anderson, President of Bio 1 at Phone: (416) 868-9100 or Pat DiCapo, Secretary of Bio 1 at Phone: (416) 860-1859.
Completion of the transaction is subject to a number of conditions, including but not limited to, TSX Venture final acceptance of the Qualifying Transaction.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
(Not for dissemination in the United States of America)