Bio 1 Inc. (“Bio 1“) and Aurelian Resources Corporation Ltd. (“Aurelian“) announced today the completion by Aurelian of private placement financings on April 9 and April 10, 2003 to raise aggregate gross proceeds of C$3 million.
Subject to completion of satisfactory due diligence and receipt of applicable regulatory and shareholder approvals, Bio 1 intends to acquire Aurelian. Bio 1 intends to make this proposed acquisition of Aurelian its qualifying transaction under Policy 2.4 of the TSX Venture Exchange (the “TSXV”). The proposed qualifying transaction, if completed, will result in a change of control of Bio 1. All information provided in this press release has been provided by management of Aurelian and has not been independently verified by management of Bio1.
All of the Aurelian securities issued in connection with the financings will be acquired by Bio 1. After giving effect to the securities exchange with Bio 1, purchasers in the financings will receive an aggregate of 6 million units of Bio 1, at an effective price of C$0.50 per unit. Each unit will consist of one common share in the capital of Bio 1 and one warrant of Bio 1. If acceptable to the TSXV, each warrant will be exercisable for four years from the date the acquisition is completed at C$0.60 per share during the first year, C$0.75 per share during the second year, C$0.85 per share during the third year and C$1.00 per share during the fourth year. Registered dealers that acted as agent in the financings received a commission of C$75,000 and broker warrants exercisable, after giving effect to the securities exchange with Bio 1, into 150,000 common shares of Bio 1 at an effective price per share of C$0.60. The proceeds of the financing are being held in escrow pending completion of the qualifying transaction.
Bio 1 and Aurelian also announced that Bio 1 has received regulatory approval to loan to Aurelian C$225,000.
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 property located in the Cordillera del Condor, Ecuador (the “Property”) and such other properties and interests as may be acquired by Aurelian or the resulting issuer in the future. The Property, is 100% owned by Aurelian (subject to certain royalty interests) through its 99.875% owned Ecuadorian subsidiary, Aurelian Ecuador S.A. The Property consists of 28 mostly contiguous mining concessions covering approximately 76,345 hectares, the second largest land position for gold exploration in the country of Ecuador.
Please see Bio 1’s April 1, 2003 press release for additional details regarding Aurelian, the Property and the qualifying transaction.
Completion of the qualifying transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and majority of the minority shareholder approval, if required. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement, as applicable, of Bio 1 to be prepared in connection with the qualifying transaction, any information released or received with respect to the proposed qualifying transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Bio 1 should be considered highly speculative.
For further information: Pat DiCapo, Tel: (416) 860-1859, Fax: (416) 941-1090.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.