Enters into Definitive Agreement with Alzex Biomedical Group Inc.
REBEL CAPITAL 2.0 CORP.
ENTERS INTO DEFINITIVE AGREEMENT WITH
ALZEX BIOMEDICAL GROUP INC.
AMENDED News Release
TSX Venture: RBZ.P FOR IMMEDIATE RELEASE
CALGARY, ALBERTA – January 7, 20 20 – Rebel Capital 2.0 Corp. (" Rebel" or the
"Corporation") is pleased to announce that it has entered into a definitive agreement dated
January 3, 2020 (the “Definitive Agreement”) with Alzex Biomedical Group Inc. (“Alzex”),
a privately held corporation existing under the provisions of the Business Corporations Act
(British Columbia) (the “BCBCA”), in furtherance of Rebel’s proposed business combination
(the “Qualifying Transaction”) with Alzex all as previously disclosed in Rebel’s news release
dated September 30, 2019, a copy of which, along with the Definitive Agreement, is available
on Rebel’s company profile at www.sedar.com.
Definitive Agreement
Pursuant to the terms of the Definitive Agreement, a special -purpose subsidiary of Rebel will
amalgamate with Alzex under the BCBCA (the “ Amalgamation”) and Rebel (then, the
“Resulting Issuer”) will carry on the business of Alzex under the name “ Alzex Biomedical
Group Inc.”.
Immediately prior to the completion of the Amalgamation, Rebel will consolidate all of its
issued and outstanding common shares ( “Rebel Shares”) on the basis of one post -
consolidation Rebel Share for every two pre-consolidation Rebel Shares. At the effective time
of the Amalgamation (the “ Effective Time ”), each issued Alzex common share will be
cancelled and replaced by one common share in the capital of the Resulting Issuer (a
“Resulting Issuer Share ”) and all other outstanding convertible securities of Alzex will
become exercisable for Resulting Issuer Shares in accordance with the terms of the Definitive
Agreement.
Upon completion of the Qualifying Transaction, it is expected that the Resulting Issuer Shares
will be composed of the following:
a. 37,925,863 common shares;
b. Shares purchased through the Alzex Financing (as defined in the Definitive Agreement)
of up to 10,000,000 Alzex Units (as defined in the Definitive Agreement) at a price of
$0.25 per Alzex Unit for gross proceeds of $2,500,000 , which shall close prior to the
Amalgamation, and in any event, shall close no later than March 31, 2020 . Each Alzex
Unit will be comprised of one common share and one whole share purchase warrant, each
warrant exercisable for one Resulting Issuer Share at a price of $0.50 for a period of 24
months following closing of the Alzex Financing; and,
c. Shares purchased in the Subscription Receipt Offering (as defined in the Definitive
Agreement) of at least 8,333,333 units and up to 16,666,666 units at a price of $0.30
per u nit for gross proceeds of between $2,500,000 and $5,000,000 whereby each
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subscription receipt shall be exchangeable into units of the Resulting Issuer . Each Unit
will be comprised of one common share and one whole share purchase warrant, each
warrant exercisable for one Resulting Issuer Share at a price of $0.60 for a period of 24
months following closing of the Subscription Receipt Offering.
Each of a, b and c above shall be completed in accordance with the terms of the Definitive
Agreement and are subject to any regulatory, shareholder, director, TSX Venture Exchange
(the “Exchange”) or other approvals that may be required.
Trading Halt
The Rebel Shares will remain halted from trading and the shares are not expected to resume
trading until after completion of the Qualifying Transaction.
Officers and Board of Directors of the Resulting Issuer
Upon completion of the Qualifying Transaction, all directors and officers of Rebel shall resign
and be replaced by nominees of Alzex. The following sets out the names and backgrounds of
all persons who are currently expected to be considered directors and officers of the Resulting
Issuer:
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
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 experience includes CFO positions o f 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.
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It is anticipated that an additional 2 individuals will be appointed to the board of directors of
the Resulting Issuer prior to closing.
Further Information
Further information in respect of the Qualifying Transaction and the Resulting Issuer will be
provided in the filing statement (the “Filing Statement”) to be prepared in connection with
the Qualifying Transaction and filed on Rebel’s company profile at www.sedar.com.
Additional terms of the Qualifying Transaction including consideration payable pursuant to
the Qualifying Transaction, information relating to sponsorship (if applicable) , summary
financial information in respect of Alzex, the controlling shareholder s of Alzex, and to the
extent not contained in this press release, additional information with respect to the h istory
of Alzex and the proposed directors, officers, and insiders of the Resulting Issuer upon
completion of the Qualifying Transaction.
Investors are cautioned that, except as disclosed in the Filing Statement, any information
released or recei ved with respect to the Qualifying Transaction may not be accurate or
complete and should not be relied upon. Trading in Rebel Shares should be considered highly
speculative.
All information contained in this news release with respect to Rebel and Alzex was supplied
by the parties respectively for inclusion herein, and each party and its directors and officers
have relied on the other party for any information concerning the other party.
Completion of the Qualifying 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 obtained. 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 Qualifying
Transaction, any information released or received with respect to the Qualifying
Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be conside red highly
speculative.
For further information please contact:
• Rebel Capital 2.0 Corp.:
Charles MaLette,
Email: [email protected]
Telephone: (604) 428-5171
• Alzex Bio Medical Inc.:
Fern Turner – VP Corporate Communications and Director
Email: [email protected]
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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 o f the
Qualifying Transaction, the Alzex Financing, the Subscription Receipt Offering, and the
Consolidation and the Name Change. The information about Alzex contained in the press
release has not been independently verified by Rebel. Although Rebel believes in light of
the experience of its officers and directors, current conditions and expected future
developments and other factors that have been considered appropriate that the
expectations reflected in this forward -looking information are reasonable, undu e reliance
should not be placed on them because Rebel can give no assurance that they will prove to
be correct. Readers are cautioned to not place undue reliance on forward -looking
information. Actual results and developments may differ materially from tho se
contemplated by these statements depending on, among other things, the risks that the
parties will not proceed with the Qualifying Transaction, the Alzex Financing, the
Subscription Receipt Offering , the Consolidation, the Name Change and associated
transactions, that the ultimate terms of the Qualifying Transaction, the Alzex Financing, the
Subscription Receipt Financing , the Consolidation and the Name Change and associated
transactions will differ from those that currently are contemp lated, and that the Qualifying
Transaction, the Alzex Financing, the Subscription Receipt Offering, the Consolidation, the
Name Change and associated transactions will not be successfully completed for any reason
(including the failure to obtain the requir ed approvals or clearances from regulatory
authorities). The terms and conditions of the Qualifying Transaction may change based on
Rebel’s due diligence (which is going to be limited as Rebel intends 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. Rebel
undertakes no o bligation to comment on analyses, expectations or statements made by
third-parties in respect of Rebel, Alzex, their securities, or their respective financial or
operating results (as applicable).
Neither the TSX Venture Exchange, Inc. nor its Regulation S ervices Provider (as
that term is defined in the polices of the TSX Venture Exchange) has in any way
passed upon the merits of the Qualifying Transaction and associated transactions
and neither of the foregoing entities has in any way approved or disapprov ed of
the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
The common sh ares 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 releas e shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful.