Skip to main content

Biosenta Announces Termination of Joint Venture and Issuance of Securities

Written by Customer Service on . Posted in Public Companies.

TORONTO, July 17, 2023 (GLOBE NEWSWIRE) — Biosenta Inc. (the “Company” or “Biosenta”) (CSE: ZRO) is pleased to announce that it has completed its previously announced transaction to terminate its joint venture agreement between the Company and 19443391 Ontario Inc. (“194”) pursuant to a termination of joint venture agreement dated June 23, 2023 (the “Termination Agreement”) and issue to 194 3,000,000 common shares of the Company at a deemed issue price of $0.40 per share and a promissory note in the amount of $6,500,000 (the “Note”) as consideration (the “Transaction”).

Value of Consideration

The consideration received by 194 was determined based on the following:

  • Pursuant to the joint venture agreement, Biosenta had agreed that 194 or its shareholders was to be paid at least $4,960,000 throughout the term of the joint venture or upon termination (being an amount equal to three times the initial contribution of 194 and its shareholders).
  • As at March 31, 2023, an additional approximately $1,800,000 was owed to 194 on account of advances to the joint venture.
  • Since such date, 194 has continued to advance to Biosenta $20,000 per month to fund the Company.
  • At times, advances have exceeded $20,000 per month in order to assist with funding of operations (although these amounts were not contractually required to be advanced pursuant to the original joint venture agreement).
  • 194 provided support to Biosenta in achieving certain sustainable patents, which added value to Biosenta by allowing it to continue technological development.
  • Pursuant to the Termination Agreement 194 has agreed, among other things, to release its security over Biosenta’s patents (i) should the Company determine that release or discharge of such security is required in order to enter into any license or similar agreement with a third party in connection with commercialization of any product; or (ii) at any time $3,000,000 of the Note is repaid.

Other Particulars

Further details of the Transaction can be found in Biosenta’s press release dated June 23, 2023, the material change report in connection therewith filed on June 26, 2023, and the Termination Agreement filed on June 26, 2023, each of which are available under Biosenta’s profile on SEDAR at www.sedar.com.

Disclaimer

The CSE has in no way passed upon the contents of this news release and further, has neither approved nor disapproved of the contents of this news release. Neither the CSE nor its Regulation Services Provider (as such term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

For further information please contact:

Am Gill, President and CEO Biosenta Inc. Phone: 416-410-2019

Disclaimer & Cookie Notice

Welcome to GOLDEA services for Professionals

Before you continue, please confirm the following:

Professional advisers only

I am a professional adviser and would like to visit the GOLDEA CAPITAL for Professionals website.

Important Notice for Investors:

The services and products offered by Goldalea Capital Ltd. are intended exclusively for professional market participants as defined by applicable laws and regulations. This typically includes institutional investors, qualified investors, and high-net-worth individuals who have sufficient knowledge, experience, resources, and independence to assess the risks of trading on their own.

No Investment Advice:

The information, analyses, and market data provided are for general information purposes only and do not constitute individual investment advice. They should not be construed as a basis for investment decisions and do not take into account the specific investment objectives, financial situation, or individual needs of any recipient.

High Risks:

Trading in financial instruments is associated with significant risks and may result in the complete loss of the invested capital. Goldalea Capital Ltd. accepts no liability for losses incurred as a result of the use of the information provided or the execution of transactions.

Sole Responsibility:

The decision to invest or not to invest is solely the responsibility of the investor. Investors should obtain comprehensive information about the risks involved before making any investment decision and, if necessary, seek independent advice.

No Guarantees:

Goldalea Capital Ltd. makes no warranties or representations as to the accuracy, completeness, or timeliness of the information provided. Markets are subject to constant change, and past performance is not a reliable indicator of future results.

Regional Restrictions:

The services offered by Goldalea Capital Ltd. may not be available to all persons or in all countries. It is the responsibility of the investor to ensure that they are authorized to use the services offered.

Please note: This disclaimer is for general information purposes only and does not replace individual legal or tax advice.