Announces Proposed Qualifying Transaction
REBEL CAPITAL 2.0 CORP.
ANNOUNCES PROPOSED QUALIFYING TRANSACTION
TSX Venture: RBZ.P FOR IMMEDIATE RELEASE
CALGARY, ALBERTA – Sept. 30, 201 9 – Rebel Capital 2.0 Corp. ("Rebel" or the
"Corporation") is pleased to announce that it has entered into a letter of intent with Alzex
BioMedical Inc. ("Alzex") dated September 30, 2019 (the “Letter of Intent”) in respect of
a proposed transaction pursuant to which Alzex is expected to acquire Rebel by way of reverse
takeover (the “ Qualifying Transaction ”). It is currently anticipated that the Qualifying
Transaction will occur as a share exchange whereby all the issued and outstanding shares of
Alzex will be exchanged for shares of Rebel on a one-for-one basis resulting in Alzex becoming
a wholly-owned subsidiary of Rebel, the final structure of the Qualifying Transaction being
subject to receipt of tax, corporate and securities law advice for both Rebel and Alzex. Upon
completion of the Qualifying Transaction, the combined entity (the “ Resulting Issuer”) will
continue to carry on the business of Alzex.
Rebel was incorporated under the laws of the Province of British Columbia. The Corporation
is a “capital pool company” und er the policies of the TSX Venture Exchange (the
“Exchange”) and it is intended that the Qualifying Transaction will constitute the “Qualifying
Transaction” of the Corporation, as such term is defined in the policies of the Exchange. The
Corporation is a reporting issuer in the provinces of British Columbia and Alberta.
Alzex was incorporated under the laws of the Province of British Columbia. It is a collaboration
of researchers and leading scientists that have developed an innovative therapeutic approach
aimed at treating brain diseases by means of highly selective bio precursor drug
(“Prodrugs”).This new class of drugs do not deploy any biological activity before they
have crossed the blood-brain barrier (“BBB”), and hence do not induce significant side effects,
attributable too many FDA approved Central Nervous System ( “CNS”) drugs. By passing
through the BBB not only are the side effects contained, prodrugs target specific receptor
sites, using lower dosage of the therapeutic compound, and patented prec ision therapeutics
for the treatment of Alzheimers and other neurological diseases. Alzex is headquartered in
Vancouver B.C with the research facilities located in Rouen, France.
The Qualifying Transaction will be carried out by parties dealing at arm’s length to one
another and therefore will not be considered to be a “Non -Arm’s Length Qualifying
Transaction”, as such term is defined under the policies of the Exchange. As a result, a
meeting of the shareholders of the Corporation to approve the Qualifying Transaction is not
a condition required to complete the Qualifying Transaction. In connection with the
completion of the Qualifying Transaction, it is expected that the Corporatio n will change its
name to “ Alzex Biomedical Group Inc. ” (the “ Name Change”). It is expected that upon
completion of the Qualifying Transaction, the Resulting Issuer will meet the Initial Listing
Requirements for a Tier 2 industrial segment issuer under the policies of the Exchange.
Rebel and Alzex will provide further details in respect of the Qualifying Transaction including
the summary of financial information, the description of significant assets and the controlling
shareholders of Alzex, in due course once available by way of press release.
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Proposed Financing
The Letter of Intent contains a condition that prior to the execution of a definitive agreement,
subject to the policies of the Exchange, Alzex may complete a financing of up to 10,000,000
units (the “ Private Placement”) at a price of $0.25 per unit (the “ Alzex Units”). Each
Alzex Unit will consist of one Alzex common share (“Alzex Share”) and one whole purchase
warrant, each whole purchase warr ant exercisable for one Alzex Share at a price of $0.50
(“Alzex Financing Warrants ”).The proceeds of the Private Placement will be used for
general working capital and the Resulting Issuer’s future growth plans. The total shares,
warrants, and other securities issued as part of the Qualifying Transaction is not known at
this time and will be provided in a subsequent news release.
1. The Qualifying Transaction
Under the terms of the Letter of Intent, Rebel and Alzex will negotiate and enter into a
definitive agreement incorporating the principal terms of the contemplated Qualifying
Transaction set forth herein and, in addition, such other terms and provisions of a more
detailed nature as the parties may agree upon.
Subject to any Exchange, regulat ory, shareholder, director or other approvals that may be
required, the completion of satisfactory due diligence by Rebel and Alzex, and the
satisfaction of other conditions contained in the Letter of Intent, it is currently anticipated
that the Qualifying Transaction will occur as a reverse takeover of Rebel by Alzex.
Subject to regulatory approval, prior to closing, Rebel shall complete a consolidation of its
share capital on a 2:1 basis.
The only securities of Alzex that are issued and outstanding are: 35,919,199 Alzex shares,
zero options to purchase Alzex shares, 45,600,000 warrants to purchase Alzex shares issued
at $0.05 (the “Performance Warrants”) and 4,016,000 warrants to purchase Alzex shares
issued at $0.30 (the “ Past Financing Warrants ”). Prior to closing, the Performance
Warrants shall be consolidated at a ratio of one (1) Alzex share for every five (5) Alzex
warrants with an exercise price of $0.25.
On closing any options currently held by the Rebel directors and officers will be cancelled.
The Resulting Issuer intends to issue new options to the new directors and officers of the
Resulting Issuer, the details of which will be disclosed when finalized. All outstanding
warrants and option of Alzex will be ex changed with warrants and options of the Resulting
Issuer on a 1:1 basis.
2. Summary Information Relating to Alzex
Alzex was incorporated under the laws of British Columbia and is a collaboration of
researchers, scientists, and investors that have developed and patented precision
therapeutics for the treatment of Alzheimers and other neurological diseases.
The management team of Alzex consists of:
Fabrice Heitzmann – Rouen, France - Chief Executive Officer (CEO) and Director
Mr. Heitzmann has over 21 years of experience in the pharmaceutical industry in France and
abroad. His experience includes contract and budget negotiations with customers, drafting
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product development studies/strategies, and managing clinical studies. He began his career
in 1998 as a Chemical Buyer for Synkem SAS manufacturer and supplier of active
pharmaceutical ingredients. He then moved to more senior supply chain and procurement
roles at Fournier Laboratories Ireland Ltd., Rhone Poulenc Biochimie AS, and Sanofi S.A. In
addition to his current role with Alzex, Mr. Heitzmann also serves as the Vice President of
Global Resources for Chrysalis Pharma Partners, LLC, a drug development consulting company
and Se nior Procurement Consultant of BuyingPeers SAS, a procurement and sourcing
consulting firm based in Paris. Mr. Heitzmann also serves as general Manager of Clemann
Group, a global resources management consulting firm for biotechnology firms and start-ups.
He obtained his master’s degree in molecular biology, biochemistry, and cell biology from the
University of Burgundy and his doctorate in life sciences from the University of Claude
Bernard. Mr. Heitzmann’s experience and background in the pharmaceutical industry are
beneficial to the Company as he has experience in identifying sourcing and procurement
opportunities in the pharmaceutical industry, preparing clinical development plans, and
managing clinical studies.
Scott Davis – Vancouver, British Columbia - Chief Financial Officer (CFO)
Mr. Davis is a partner of Cross Davis & Company LLP Chartered Professional Accountants, a
firm focused on providing accounting and management services for publicly -listed
companies. His experi ence includes CFO positions of several companies listed on the
Canadian Securities Exchange and the Exchange. His past experience consists of senior
management positions, including four years at Appleby as an Assistant Financial Controller,
two years at Davidson & Company LLP Chartered Professional Accountants as an Auditor and
five years with Pacific Opportunity Capital Ltd. as an Accounting Manager.
3. Sponsorship of Qualifying Transaction
Sponsorship of the Qualifying Transaction is required by the Exchange unless an exemption
from this requirement can be obtained in accordance with the policies of the Exchange. The
Corporation intends to apply for an exemption to the sponsorship requirement. There is no
assurance that an exemption from this requirement will be obtained.
4. Management of the Resulting Issuer
It is currently contemplated that on completion of the Qualifying Transaction, there will be
up to eight directors of the Resulting Issuer, one of which will be Fabrice Heitzmann and up
to seven additional directors to be named prior to closing. It is also anticipated that the
current officers of Alzex will be the officers of the Resulting Issuer, with the details of the
remaining officers and directors to be disclosed in a subsequent news release.
5. Trading Halt
The Rebel Shares are currently halted from trading, and the trading of the shares is expected
to remain halted pending completion of the Qualifying Transaction.
6. Additional Information
If and when a definitive agreement between the Corporation and Alzex is executed, the
Corporation will issue a subsequent press release in accordance with the policies of the
Exchange containing additional terms of the Qualifying Transaction including consideration
payable pursuant to the Qualifying Transaction, information relating to sponsorship,
summary financial information in respect of Alzex, the controlling shareholders of Alzex, and
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to the extent not contained in this press release, additional information with respect to the
Private Placement, history of Alzex and the proposed directors, officers, and insiders of
the Resulting Issuer upon completion of the Qualifying Transaction.
Completion of the Qualifying Transaction is subject to a number of conditions including, but
not limited to, the satisfaction of the Corporation and Alzex in respect of the due diligence
investigations to be undertaken by each party, the execution of a definitive agreement in
respect of the Qualifying Transaction, closing conditions customary to t ransactions of the
nature of the Qualifying Transaction, approvals of all regulatory bodies having jurisdiction in
connection with the Qualifying Transaction, Exchange acceptance and, if required by the
Exchange policies, majority of the minority sharehold er approval. Where applicable, the
Qualifying Transaction cannot close until the required shareholder approvals are obtained
and there can be no assurance that the Qualifying Transaction will be completed as proposed
or at all.
For further information please contact:
Rebel Capital 2.0 Corp.:
Charles MaLette,
Email: [email protected]
Telephone: (604) 428-5171
Alzex Bio Medical Inc.:
Fabrice Heitzmann - CEO and Director
Email: [email protected]
Cautionary Statements
This news release contains “forward-looking information” within the meaning of applicable
securities laws relating to the proposal to complete the Qualifying Transaction and
associated transactions, including statements regarding the terms and conditions of the
Qualifying Transaction, the Engagement Letter, the Private Placement, the use of proceeds
of the Private Placement, the Consolidation and the Name Change. The information about
Alzex contained in the press release has not been independently verified by the Corporation.
Although the Corporation believes in light of the experience of its officers and directors,
current conditions and expected future developments and other factors that h ave been
considered appropriate that the expectations reflected in this forward -looking information
are reasonable, undue reliance should not be placed on them because the Corporation can
give no assurance that they will prove to be correct. Readers are ca utioned to not place
undue reliance on forward-looking information. Actual results and developments may differ
materially from those contemplated by these statements depending on, among other
things, the risks that the parties will not proceed with the Qualifying Transaction, the
Engagement Letter, the Priv ate Placement, the Consolidation, the Name Change and
associated transactions, that the ultimate terms of the Qualifying Transaction, the
Engagement Letter, the Private Placement , the Consolidation and the Name Change and
associated transactions will differ from those that currently are contemplated, and that the
Qualifying Transaction, the Engagement Letter, the Priv ate Placement, the Consolidation,
the Name Change and associated transactions will not be successfully completed for any
reason (including the failure to obtain the required approvals or clearances from regulatory
authorities). The terms and conditions of the Qualifying Transaction may change based on
the Corporation’s due diligence (which is g oing to be limited as the Corporation intends
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largely to rely on the due diligence of other parties of the Qualifying Transaction to contain
its costs, among other things) and the receipt of tax, corporate and securities law advice
for both Rebel and Alzex. The statements in this press release are made as of the date of
this release. The Corporation undertakes no obligation to comment on analyses,
expectations or statements made by third-parties in respect of the Corporation, Alzex, their
securities, or their respective financial or operating results (as applicable).
Completion of the transaction is subject to a number of conditions, including but
not limited to, Exchange acceptance and if applicable pursuant to Exchange
Requirements, majority of the minority shareholder approval. Where applicable,
the transaction cannot close until the required shareholder approval is obt ained.
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 to be prepared in connection with the transaction, any
information released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of a
capital pool company should be considered highly speculative.
The 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.
The common shares have not been and will not be registered under the United
States Securities Act of 1933, as amended and may not be offered or sold in the
United States absent registration or an applicable exemption from the registration
requirement. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the sec urities in any
jurisdiction in which such offer, solicitation or sale would be unlawful.