NORAC SIGNS LETTER OF INTENT FOR AMALGAMATION WITH
VIREXX.
Norac Industries, Inc., (TSX-V:NRC.T), Edmonton, Alberta, Canada,
has announced that a Letter of Intent has been entered into between
Norac and ViRexx Research Inc. pursuant to which Norac and ViRexx have
agreed to complete an amalgamation (the "Proposed
Amalgamation"). ViRexx is a development-stage biotechnology company
that is engaged in the research and development of biopharmaceutical
products for the therapy of hepatitis B, hepatitis C and other
infectious diseases.
Pursuant to the Proposed Amalgamation, all of the issued and
outstanding securities of Norac, being 4,455,000 subordinate voting
shares, will be exchanged for 1,000,000 common voting shares
("Common Voting Shares") of the amalgamated company
("Amalco") and 2,500,000 multiple voting shares of Norac
exchanged for 3,500,000 Series I Preferred Shares ("Preferred
Shares") which are convertible into 3,500,000 Common Shares of
Amalco. In respect of ViRexx, all 18,160,929 issued and outstanding
common shares of ViRexx will be exchanged for 9,600,000 Common Voting
Shares of uAmalco. After giving effect to the Amalgamation, Amalco will
have a total of 10,600,000 Common Voting Shares issued and outstanding.
A deemed price of $0.80 per share is hereby reserved for the 9,600,000
Common Voting Shares to be issued pursuant to the Proposed Amalgamation
and a deemed price of $1.00 per share is hereby reserved for 3,500,000
Common Voting Shares to be issued on conversion of the Preferred Shares.
The proposed Amalgamation is an arm's length transaction.
Financing and Name Change
In conjunction with the Proposed Amalgamation and subject to
regulatory approval, Amalco will be completing a non-brokered private
placement (the "Private Placement") of up to 12,500,000 Common
Voting Shares at a price of $0.80 per share for maximum gross proceeds
of $10,000,000. The proceeds from the Private Placement shall be
allocated as to approximately 80% for research and development related
to the novel therapeutic vaccines to treat viral diseases and the
treatment of cancers that arise from chronic viral infections and the
balance of the proceeds to be utilized for the repayment of loans,
brokerage fees that may be incurred and expenses related to the Proposed
Amalgamation, Private Placement and working capital.
Amalco proposes to change its name to "ViRexx Medical
Corp." and amend its articles and by-law so as to make all voting
shares one class of unlimited common voting shares and unlimited non
voting preferred shares issuable in series.
ViRexx Research Inc.
ViRexx is an Edmonton, Alberta based biopharmaceutical company
focused on developing and commercializing proprietary therapeutic
products for the treatment of chronic Hepatitis B, Hepatitis C and
selected solid tumors. ViRexx's senior management is composed of
highly experienced individuals with significant managerial and
scientific experience in the life sciences, biotechnology and healthcare
industries. ViRexx currently employs fifteen personnel of whom eleven
have Ph.D's. ViRexx labs are located in leased premises at the
University of Alberta Campus Pharmacy/Dentistry Building.
ViRexx's business strategy is to develop and commercialize
therapeutic products originating from its Chimigen(tm) & T-ACT
platform technologies in a timely and effective manner. ViRexx will
realize value by focusing on commercializing proprietary,
patent-protected and patent-pending products through pharmaceutical
company partnerships and alliances. In order to build value for
strategic partnering, ViRexx will aggressively pursue regulatory
approval of products by conducting additional research and directing
pre-clinical and Phase I and II clinical trials.
ViRexx's initial focus and commercialization efforts will be
on the lead HepaVaxx B(tm), HepaVaxx C(tm) and Occlusin(tm) products.
Partnerships with major pharmaceutical companies will be established for
the final phase of human testing, worldwide regulatory approvals,
manufacturing scale-up, and marketing. In addition, ViRexx intends to
leverage the Chimigen(tm) and T-ACT technology platforms to accelerate
the development of products for other indications.
ViRexx intends to maintain a core staff sufficient to strengthen
and enhance its intellectual property position. Selected preclinical
work will be outsourced to other scientific organizations and clinical
trials will be conducted through contractual agreements with reputable
Contract Research Organizations.
ViRexx's approach for the treatment of chronic infectious
disease is based on its ChimigenTM platform technology. This novel
platform incorporates functional elements of both antigen and antibody
technologies to induce a broad antigen specific immune response in
patients with a chronic infection. ViRexx's initial focus involves
therapies for chronic Hepatitis B (HBV) and chronic Hepatitis C (HCV)
infections. The technology has potential application for a number of
other infectious diseases, which include the Papilloma Virus, Human
Immunodeficiency Virus (HIV), and Herpes Viruses. ViRexx intends to
license its platform technology for these other indications.
ViRexx's approach for the treatment of solid tumors is based
on the use of its innovative T-ACT platform technology. The T-ACT
technology is comprised of two distinct product groups: the Occlusin(tm)
agents and Tactin(tm) agents. Occlusin(tm) products are solid phase
agents that can be administered directly to the tumor site and are
designed to impede the blood supply to the tumor tissue. Products
arising from the Tactin(tm) technology products are designed for the
systemic (intravenous) administration. These agents travel throughout
the blood stream and localize in the blood vessels of the tumor tissue
to produce a target specific blood clot formed in both new and
pre-existing blood vessels feeding the tumor as well as the distant
metastases, thus starving the tumor to demise.
Viral infectious diseases are one of the most confounding and
costly maladies of modern times. The World Health Organization estimates
that nearly one-fifth of all deaths worldwide are due to infectious
diseases and as such are the largest single cause of productivity loss
in our society. Resistance to antibiotics and antiviral agents is making
some of our most powerful drugs unusable, and the prevalence of
"superbugs" with resistance to multiple antibiotic agents is
on the rise. Novel approaches to therapy and prevention are urgently
needed.
The World Health Organization (WHO) estimates that 350 million
individuals worldwide (1.25 million in the U.S.) are chronically
infected with HBV. These chronic carriers of the virus are at high risk
of death from cirrhosis of the liver and liver cancer, diseases that
lead to more than one million deaths each year. Existing treatments for
HBV are Lamivudine or Interferon. Interferon has proven to be costly,
has significant side effects and offers limited success rates.
Lamivudine, on the other hand, is safe and less costly, however it is
effective in only 30-40% of carriers and can induce resistance to the
drug.
The WHO estimates that HCV chronically infects 170 million
individuals globally (2.7 million in the U.S.), with 3-4 million (36,000
in the U.S.) developing new chronic infections each year. There is no
prophylactic vaccine available to prevent HCV infections. Existing
treatments for chronic HCV infections are Interferon, Ribavirin and
combinations. Depending upon the selected treatment, they have proven to
be costly, have significant side effects, offer limited success rates,
and are prone to the development of resistant strains.
Based on ViRexx's unaudited financial statements for the five
month period ended May 31, 2003, ViRexx had total assets of $1,326,550,
a total deficit of $2,866,777.33, available working capital of $756,414,
long term liabilities of $1,614,322, and a net loss for the five month
period of $416,952 of which $414,747 relates to R&D Expenditures.
Management
The Proposed Amalgamation of ViRexx was negotiated at arm's
length between the parties and as at the date of the Letter of Intent.
No directors or officers of Norac are directors or officers of ViRexx.
Upon completion of the Proposed Acquisition, it is anticipated that
Amalco will have five directors, one of which will be nominated by the
current management of Norac and four of which will be nominated by the
management of ViRexx. Current key officers of ViRexx are as follows:
Antoine A. Noujaim, Ph.D., D.Sc., Chairman and CEO
Dr. Noujaim founded AltaRex Corp., a Toronto Stock Exchange listed
company "AXO", in 1995, and has served as chairman of the
board of directors, chief scientific officer, and is currently president
and CEO. In 1985, Dr. Noujaim co-founded Biomira, also a Toronto Stock
Exchange listed company "BRA" and from 1993 to 1995 he served
as president of the subsidiary unit, Biomira Research. In addition, he
acted as senior vice president of the Immunoconjugate Division of
Biomira prior to 1994. Dr. Noujaim is Professor Emeritus of the
University of Alberta and a director of a number of biotechnology
companies. Dr. Noujaim has served as an officer or chairman of various
scientific organizations, editorial boards and national scientific
committees and has authored more than 200 publications. He is the
recipient of a number of national and international awards for
contributions in the field of antibody-mediated therapeutics.
Lorne J. Tyrrell, MD, Ph.D., Chief Scientific Officer
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