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TORONTO, June 12, 2018 (GLOBE NEWSWIRE) -- Bradmer Pharmaceuticals Inc. (“ Bradmer ” or the “ Company ”) (TSX-V:BMR.H), Galaxy Digital LP (“ Galaxy Digital ”) and First Coin Capital Corp. (“ First Coin ”) report an update to the progress of the plan of arrangement (the “ Arrangement ”) and concurrent subscription receipt financing (the “ Offering ”), both as announced on February 14, 2018.
The Arrangement has been approved by the shareholders of Bradmer and the holders of the subscription receipts issued under the Offering (the “ Receiptholders ”) have agreed, by written consents, to extend the release deadline of the subscription receipts to August 13, 2018.
“We appreciate the strong support from both Bradmer’s shareholders and Galaxy Digital’s investors. These votes represent a significant step forward in completing our reverse takeover transaction. We look forward to building a world class crypto merchant bank alongside our equity partners,” said Michael Novogratz, CEO and Founder of Galaxy Digital.
Shareholder Meeting
An annual general and special meeting of the shareholders of Bradmer was held on June 11, 2018 (the “ Shareholder Meeting ”) to, among other things, approve the Arrangement. Each of the matters voted on is described in detail in the Company’s management information circular (the “ Arrangement Circular ”) in respect of the Shareholder Meeting, which is available on the Company’s SEDAR profile at www.sedar.com.
Shareholders voted overwhelmingly in favour of the Arrangement. The Arrangement will constitute a reverse takeover of Bradmer by Galaxy Digital and First Coin pursuant to the policies of the TSX Venture Exchange (the “ TSXV ”) and the reactivation of the listing of Bradmer, which is currently a NEX-listed issuer. The Arrangement was approved by approximately 99.52% of the votes cast by Bradmer shareholder at the Shareholder Meeting. A total of 4,784,621 common shares were represented at the Shareholder Meeting, being 24.34% of the Company’s issued and outstanding common shares.
In addition to voting in favour of the Arrangement, the Company’s shareholders voted in favour of all other matters brought before the Shareholder Meeting, including electing each of the Company’s nominees for director (see below), approving the appointment of RSM Canada LLP, as the Company’s auditors for the ensuing year and authorizing the directors to fix the remuneration payable to the auditors.
| Nominee | Votes For | Votes Withheld |
| Alan M. Ezrin | 4,761,621 (99.52%) | 23,000 (0.48%) |
| Dale J. Boden | 4,761,621 (99.52%) | 23,000 (0.48%) |
| Robert D. Tessarolo | 4,761,621 (99.52%) | 23,000 (0.48%) |
| Charles J. Lilly | 4,761,621 (99.52%) | 23,000 (0.48%) |
The Arrangement is expected to close on or about July 31, 2018 subject to receipt of applicable regulatory approvals, including those described in the Company’s press release dated May 18, 2018, and the satisfaction of other customary conditions to closing.
Subscription Receiptholder Meeting
The subscription receipts issued under the Offering are governed by the subscription receipt agreement dated February 14, 2018, as amended, (the “ Subscription Receipt Agreement ”) among Bradmer, Galaxy Digital, First Coin, GMP Securities L.P. and TSX Trust Company, in its capacity as subscription receipt agent and in its capacity as escrow agent (the “ Subscription Receipt Agent ”). On June 1, 2018, the Company, Galaxy Digital, First Coin, GMP Securities L.P. and the Subscription Receipt Agent amended the Subscription Receipt Agreement to permit the transfer of subscription receipts with the consent of the Company, Galaxy Digital, First Coin and GMP Securities L.P.
On June 11, 2018, the Company cancelled the meeting of Receiptholders (the “ Receiptholder Meeting ”) to consider an extraordinary resolution to extend the Release Deadline (as defined in the Subscription Receipt Agreement) to 5:00 p.m. (Toronto Time) on August 13, 2018 (the “ Extension Resolution ”). Bradmer received written consents indicating approval of the Extension Resolution from holders of approximately 78% of the aggregate number of outstanding subscription receipts.
Since the Extension Resolution was approved in writing by holders of not less than two-thirds of the outstanding subscription receipts, the Extension Resolution has been approved by Receiptholders without needing to hold the Receiptholder Meeting.
See the press releases of Bradmer dated February 14, 2018, March 15, 2018, April 13, 2018, May 18, 2018 and June 11, 2018 for further information concerning the Arrangement and the Offering.
The TSXV has in no way passed upon the merits of the Arrangement and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This press release is not part of the Offering and is not an offer to sell or solicitation of any offer to buy any subscription receipts or other securities. The subscription receipts have not been and will not be registered under the applicable securities laws of the United States, Canada or any other jurisdiction. None of the U.S. Securities and Exchange Commission, any U.S. state securities commission or any other governmental body or self-regulatory organization has approved or disapproved of the subscription receipts, nor have they passed upon or endorsed the merits of the Offering. Any representation to the contrary is a criminal offence in the United States.
Additional Information
For additional information, please contact:
Paul Van Damme, Chief Financial Officer, Bradmer Pharmaceuticals Inc. pvandamme@wdcapital.ca 1.416.847.6905
Fiona Choi, Director of Corporate Communications, Galaxy Digital LP fiona.choi@galaxydigital.io 1.212.390.9194
Frans Tjallingii, Chief Executive Officer, First Coin Capital Corp. frans@firstcoin.com 1.604.612.2349
Forward-Looking Statements
Certain information in this press release may constitutes forward-looking statements, which can be identified by the use of terms such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue” or “believe” (or the negatives) or other variations. Because of various risks and uncertainties, including those referenced below, actual events or results, including the ultimate business or activities of Galaxy Digital or First Coin, may differ materially from those reflected or contemplated in such forward-looking statements. As a result, you should not rely on such forward-looking statements. Additional information identifying assumptions, risks and uncertainties relating to Bradmer, Galaxy Digital and the Arrangement is contained in Bradmer’s filings with the Canadian securities regulators, including the Arrangement Circular, which filings are available at www.sedar.com.
