Lander Energy Corporation Announces Terms of Private Placement and Amendment of Share Exchange Agreement
Suite 1208 - 330 Bay Street Toronto, Ontario, M5H 2S8
FOR IMMEDIATE RELEASE TSX Venture Exchange Symbol: LAE.H Toronto, Ontario June 6, 2011
LANDER ENERGY CORPORATION ANNOUNCES TERMS OF PRIVATE PLACEMENT AND AMENDMENT OF SHARE EXCHANGE AGREEMENT
Toronto, Ontario, June 6, 2011 – LANDER ENERGY CORPORATION (the “Lander”, or the “Corporation”) (TSX Venture Exchange symbol: LAE.H) is pleased to announce the terms of a proposed non-brokered private placement of up to 16,000,000 common shares (the “Lander Shares”) of the Corporation at a price of $0.25 per Lander Share, for gross proceeds of up to $4,000,000 (the “Offering”). The securities to be issued pursuant to the Offering will be subject to a four month hold period from the date of issuance. Completion of the Offering is subject to final acceptance and approval of the TSX Venture Exchange (“TSXV”).
On November 26, 2010 Lander announced that it had entered into a share exchange agreement (the “Share Exchange Agreement”) with Valentus Medical Technologies Inc. (“Valentus”) with respect to a proposed business transaction (the “Proposed Transaction”). The Proposed Transaction is expected to constitute an arm’s length "Qualifying Transaction" for Lander in accordance with Policy 2.4 of the TSXV concerning Capital Pool Companies. Upon successful completion of the Proposed Transaction, it is anticipated that Lander will meet the Tier 2 listing requirements of the TSXV for Technology Issuers. Also upon completion of the Proposed Transaction, it has been agreed that Lander Energy Corporation will change its name to Valentus Medical Technologies Ltd. (the “Resulting Issuer”).
Trading of the Lander Shares on the TSXV was halted pending the announcement of the Proposed Transaction and has remained halted since that time.
Pursuant to the terms of the Share Exchange Agreement, all of the issued and outstanding shares in the capital of Valentus (the “Valentus Shares”) will be acquired from the direct or indirect holders thereof, being Valentus Health Clinics Inc., John Parkinson, Stephen Davis, Mary-Lynn Bellamy-Willms, Deetken Enterprises Inc. and Bradley Aelicks (collectively, the “Valentus Shareholders”) by Lander. The parties to the Share Exchange Agreement have agreed to amend the original terms of the Share Exchange Agreement to provide that all of the Valentus Shares will be acquired by Lander in exchange for the issuance of an aggregate of 18,601,333 Lander Shares. For purposes of calculating the number of Lander Shares to be issued in connection with the Proposed Transaction the Valentus Shares have been valued at a price of $0.50 per Valentus Share. The Valentus Shareholders have under the amended terms agreed to accept a value of $0.35 per Lander Share.
The Offering is intended to allow Lander to complete the Proposed Transaction with Valentus as its Qualifying Transaction. In addition, following the Proposed Transaction, the business of the Resulting Issuer will be the business of Valentus. The Offering is expected to be completed concurrently with the completion of the Proposed Transaction. The Resulting Issuer will use the proceeds of the Offering to expand both its core areas of business, that being to accelerate sales and marketing of the medical technology products for which it has obtained proprietary distribution rights and to create a chain of private Pain Relief Clinics and Breast Health Clinics.
“We believe there are new ways, better ways, and innovative ways we can improve people’s health with state-of-the-art, effective, painless, proven non-invasive technologies” says Stephen Davis, Chairman of Valentus.
Valentus Medical Technology Products:
Valentus Medical Technologies Inc. has secured the rights to market and sell three unique and leading edge medical technologies including:
LiteCure Class IV Laser, the most powerful, non-invasive laser approved for use in Canada that is used to reduce inflammation, eliminate pain and accelerate healing;
SureTouch, a non-invasive clinical breast exam device and breast health monitoring program; And Meditherm Medical Digital Thermal Imaging Scanner, a scanner that provides a physiological test used for determining the source of inflammation and dysfunction in the body.
Valentus has exclusive rights in a number of jurisdictions to sell these technologies which are marketed to independent existing Naturopathic Physicians, Chiropractors, Acupuncturists, Registered, Massage Therapists, Medical Doctors, Sports Organizations, Hospitals, Seniors Housing Facilities, and Medical Schools. The products can also be brought together to create the unique combination of diagnostic and treatment technologies utilized in Valentus owned medical clinics and can be used individually to create specialized medical clinics.
Valentus Clinics:
“We believe we can have a significant impact in helping people live pain free. Millions of people around the world suffer from back pain, shoulder pain, neck pain, knee pain, joint pain and many have undiagnosed pain; our approach will help find the source of the pain and then reduce and eliminate pain, accelerate healing and improve quality of life. Further, with our new painless and non-invasive thermal breast imaging and digital breast exam documentation devices, we believe women of all ages can safely take control of monitoring their breast health. The Valentus Breast Health Program is the first of it’s kind in the world” says Stephen Davis.
It is expected that the Resulting Issuer will open its own clinics utilizing each of the technologies in its intellectual property portfolio based on the proven clinic models currently operating in Victoria, BC. The first to launch are expected to be Valentus branded Pain Relief Clinics and Valentus branded Breast Health Clinics. All health clinics are expected to be owned exclusively by the Resulting Issuer.
Valentus has been developing an integrated pain relief program working model and a breast health program model for these health clinics over the last year, and is now ready to move forward. Once funding has been secured and the Proposed Transaction completed, the Resulting Issuer expects to roll out the first of many clinics in the Canadian market place.
Valentus Exclusive Rights to Products:
LiteCure Class IV Therapeutic Laser: Valentus has been granted the exclusive Western Canadian rights for LiteCure Deep Tissue Laser Therapy systems with an option for the rest of Canada. The LiteCure system is the first Class IV Deep Tissue Laser Therapy system approved for use in Canada. LiteCure’s lasers are non-invasive and provide advanced pain relief and expedited healing times through a process known as photobiostimulation. LiteCure lasers are currently used by over 1000 practitioners in the United States including 17 professional sports teams. Clinical studies are available documenting the effectiveness of this non-invasive, new pain management technology.
SureTouch Digital Breast Imaging: Valentus has been granted the worldwide exclusive rights, with the exception of China, for a tactile, non-invasive, radiation-free, painless digital breast imaging technology known as SureTouch™. Over 250 imaging units have been sold to date by the inventor of SureTouch. Valentus has already secured partners and signed distribution agreements for the SureTouchTM technology for Turkey, Dubai, Australia, New Zealand, South Africa.
Meditherm Digital Thermal Imaging Scanner: Valentus has been granted the exclusive Canadian rights for sales and distribution of Meditherm Inc.’s thermal imaging technology. Thermography is known to be an effective test of physiology, and when used in tandem with SureTouch, will enhance the documentation and monitoring of the Clinical Breast Exam, providing further information to the physician. Additionally, thermography is useful in detecting and monitoring a number of other diseases and physical injuries. The Digital Thermal Imaging Scanner is non-invasive, uses no radiation, is painless for the patient and is currently in use with over 2,000 health clinics, medical clinics and hospitals worldwide.
Mr. Davis says “We are excited to have obtained such broad based and exclusive marketing rights for these proven leading edge technologies and to have received the recognition from our supply partners that the combination of these technologies brings a far greater impact to the health care community than each does on an individual basis. Valentus received its own proof of early adoption by the marketplace of these technologies by both consumers and practitioners as evidenced by the purchase of our services and products during first quarter 2011 whereby unaudited gross revenues were approximately two hundred thousand dollars for product sales alone.”
Gross revenues were created by a combination of sales of Valentus' Class IV Laser, Digital Breast Imaging devices and the Medical Thermal Imaging scanning technology. Once funding is in place and following completion of the Proposed Transaction with Lander, it is expected that the Resulting Issuer will increase the sales and marketing efforts of Valentus' products to take advantage of all market opportunities in Canada and abroad. Each of the Valentus Pain Relief Clinics will have the capacity to generate approximately $1.3 million in gross revenue per year.
Valentus is a privately owned company incorporated under the Business Corporations Act (British Columbia), with its head office in Victoria, British Columbia. Valentus works closely with carefully selected manufacturers and inventors to bring their non-invasive, proven products to forward-thinking, innovative practitioners and into use in its wholly owned clinics soon to be opened.
www.ValentusMedicalTechnologies.com
Trading under the Symbol LAE.H, Lander Energy Corporation on the TSX Venture Exchange.
For further information please contact:
David Wood (604) 720-7307, Director, President and CEO of Lander.
Stephen Davis (250) 732-7170, Director of Lander, CEO of Valentus.
Certain information contained in this press release constitutes "forward-looking information", which is information regarding possible events that is based upon assumptions about future economic conditions and courses of action. This news release contains certain forward-looking statements regarding the business and anticipated financial performance of the Resulting issuer. Specifically, references in this press release to the establishment of clinics, increase in the sales and marketing efforts of Valentus' products, the capacity to generate revenue, timing for the completion of the Offering and the proceeds thereform and the number of clinics to be established constitute forward-looking statements. All information other than matters of historical fact may be forward-looking information. In some cases, forward-looking information can be identified by the use of words such as "anticipated", "believe", "estimates", "expect", "expected", "intend", "plans", "projected" and "will" and similar words or phrases suggesting future outcomes or events.
By its nature, forward-looking information involves known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, to differ materially from those expressed or implied by such forward-looking information. Some of the risks and other factors that could cause actual results to differ materially from those expressed in the forward-looking information contained in this release include, but are not limited to: the possibility that the Offering will not be completed as contemplated, or at all, because the necessary regulatory approvals are not received or other conditions to completion of the Offering are not satisfied; general economic, market and business conditions; competitive action by other companies; the ability of suppliers to meet commitments; intellectual property disputes, ability to complete the Proposed Transactions and other factors, many of which are beyond the control of the Resulting Issuer. Although we have attempted to identify important factors that could cause actual results or events to differ materially from those described in the forward- looking information, readers are cautioned that this list is not exhaustive and there may be other factors that we have not identified. Readers are cautioned not to place undue reliance on forward-looking information contained in this release. Forward-looking information is based upon our beliefs, estimates and opinions as at the date of this release, which we believe are reasonable, but no assurance can be given that these will prove to be correct. Furthermore, we undertake no obligation to update or revise forward-looking information if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law. All forward-looking information contained in this release is expressly qualified by this cautionary note.
Neither the 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.