Bioniche Completes Private Financing
- provides up to $18.5 million U.S. for refinancing of existing debt and for product development and working capital –
BELLEVILLE, ON, December 9, 2005 - Bioniche Life Sciences Inc. (TSX: BNC), a research-based, technology-driven Canadian biopharmaceutical company, today announced that it has completed its previously announced private financing, which has been increased to $18,500,000 U.S., consisting of shares, debt, convertible debt, and a warrant, with Laurus Funds (a U.S.-based institutional investor). The terms of this financing were also moderately restructured and improved from that previously announced. The proceeds will be used to refinance all existing North American debt and for product development and working capital.
The financing will consist of:
- A three-year, $4 million U.S. operating facility based on eligible inventory and accounts receivable, with interest at the Wall Street Journal (WSJ) prime rate (“WSJ Prime”);
- A three-year, $7 million U.S. secured convertible term loan with interest at the greater of 6.5% and WSJ Prime plus 2%, reducing based on increases in Bioniche’s stock price, and convertible at $0.965 Cdn. per share. This principal amount is amortized monthly, and any monthly principal instalment must be converted if Bioniche shares trade at a 15% premium to the conversion price and may be paid by Bioniche in common shares at a 15% discount to the then market price, subject in each case to trading volume limits. The amount advanced under the facility was discounted by $915,000 U.S.;
- A four-month, $7,500,000 U.S. secured bridge loan to be repaid from the proceeds of the proposed sale of Bioniche’s Irish Pharma operation. If that transaction is not completed and this loan is not paid at maturity, it will automatically have the same terms as the $7 million U.S. secured convertible loan except that:
- the conversion price will be based on the market price for Bioniche shares at the time; and
- Bioniche will issue additional common shares at no consideration equal to 6% of the amount of the extended loan;
- 1,333,788 common shares acquired for $915,000 U.S.; and
- A five-year warrant to acquire 800,000 common shares at $1.10 Cdn. per share.
Bioniche paid a cash fee of $647,500 U.S. as part of this transaction.
As the approval of shareholders was obtained at the Bioniche shareholders’ meeting held on November 3, 2005, the maximum number of shares that may be issued under this financing is 15 million.
Concurrently, Bioniche has arranged a private placement of 764,041 common shares for $611,233 Cdn., or $0.80 Cdn. per share, to the holders of senior debt being repaid from the proceeds of this new financing, subject to TSX approval.
“This is an important transaction for our Company,” noted Graeme McRae, President & CEO of Bioniche. “The proceeds from it will be used to refinance existing debt and to support ongoing resource requirements for our areas of strategic focus. With this financing closed, we are focused on moving ahead with the sale of our Irish Pharma division. These corporate initiatives will position us well for growth in the coming year.” Patrick Montpetit, Chief Financial Officer of Bioniche added, “Following the pending sale of Pharma, our only debt will consist of this new $4 million U.S. operating facility and the $7 million U.S. term facility.”