Toronto, Ontario--(Newsfile Corp. - October 19, 2021) - NuGen Medical Devices Inc. (formerly BuzBuz Capital Corp. ("Buz")) (the "Company"), is pleased to announce that it has closed its previously announced business combination (the "Transaction") with Inolife R&D Inc. ("Inolife"). The Transaction consisted of the acquisition by the Company of all of the issued and outstanding common shares in the capital of Inolife by way of a three-cornered amalgamation, pursuant to which a wholly-owned subsidiary of the Company amalgamated with Inolife and each Inolife shareholder received one (1) post-consolidation common share in the capital of the Company for each post-consolidated Inolife common share held, following the consolidation of the Inolife common shares on a three for one basis. As part of the Transaction, the Company changed its name from "BuzBuz Capital Corp." to "NuGen Medical Devices Inc." and the directors and management of Inolife became the directors and management of the Company.
Following the completion of the Transaction, Inolife (now renamed EPG Global Ltd.) is now a wholly-owned subsidiary of the Company, and the Company meets the listing requirements for a "Tier 2" life sciences issuer on the TSX Venture Exchange (the "Exchange"). The Company will continue the business of Inolife, which is an emerging specialty medical device company focused on developing and commercializing novel drug delivery technologies. Inolife has commercialized needle-free injection systems for the administration of subcutaneous medication, which is approved for sale in over 40 countries globally. Trading in the common shares of the Company is expected to begin on the Exchange later this month under the symbol "NGMD".
"We are very pleased with the closing of this transaction and to have NuGen Medical Devices trading on the TSX Venture Exchange shortly. This is a very important milestone for the company that will allow us to begin executing on our plan to become the leader in needle-free medical device technology," said Michael Wright, the new Chief Executive Officer and a director of the Company following the completion of the Transaction.
Prior to the Transaction, Buz was a Capital Pool Company (as defined under the policies of the Exchange), and had not commenced commercial operations and had no assets other than cash. In connection with the Transaction, on October 15, 2021, Buz consolidated its common shares on the basis of one (1) post-consolidation common share for each two (2) pre-consolidation common shares. The Transaction constituted Buz's "Qualifying Transaction", as such term is defined in Policy 2.4 of the Exchange.
In connection with the Transaction, Inolife completed a brokered private placement through Canaccord Genuity Corp. of 15,000,000 subscription receipts at a price of $0.40 per subscription receipt for gross proceeds of $6 million. Each subscription receipt was deemed automatically converted into one unit (a "Unit") of Inolife, without the payment of additional consideration or the taking of further action on the part of the subscriber. Each Unit is comprised of one common share in the capital of Inolife and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one common share in the capital of Inolife (each, a "Warrant Share") at a price of C$0.70 per Warrant Share for a period of twelve months following the satisfaction of the Escrow Release Conditions. All Units under the financing were exchanged for equivalent securities of the Company in connection with the terms of the Transaction.
As part of the Transaction, common share purchase warrants, stock options, convertible debentures of Inolife were replaced with similar securities of the Company with adjustments to their exercise or conversion terms to reflect the exchange ratio for the Inolife common shares under the Transaction.
Following the completion of the Transaction, the Company currently has a total of 86,014,961 common shares outstanding, as well as: (i) common share purchase warrants exercisable to purchase up to 14,705,602 common shares at exercise prices ranging from $0.30 to $$0.90; (ii) stock options exercisable to purchase 700,000 common shares at exercise prices ranging from $0.20 to $0.90; and (iii) EUR6,235,000 principal amount of convertible debentures convertible into common shares of the Company at a price of CAD $2.85 per common share.
An aggregate of 29,576,340 common shares are subject to escrow pursuant to Exchange escrow requirements.
As a result of the closing of the Transaction, the directors and executive officers of the Company are now:
President, Chief Executive Officer and Director
Chief Financial Officer
Chief Operating Officer
Further details about the Transaction and the Company as the resulting issuer from the Transaction are available in the final prospectus of Buz filed in respect of the Transaction which has been filed under Buz's profile on SEDAR at www.sedar.com. The summary of the Transaction set out herein is qualified in its entirety by reference to the description of the Transaction in the prospectus.
This press release contains forward-looking information based on current expectations. Statements about the date of trading of the Company's common shares on the Exchange and final regulatory approvals, among others, are forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
Neither 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.
For further information, please contact:
President and CEO
NuGen Medical Devices Inc.
NuGen Medical Devices Inc.
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