UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 40-F

 

 

 

Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

 

Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended:   Commission File Number:

 

 

LIMINAL BIOSCIENCES INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Canada   2834   Not Applicable

(Province or other jurisdiction of

incorporation or organization)

 

(Primary standard industrial

classification code number

(if applicable))

 

(I.R.S. employer

identification number

(if applicable))

440 Armand-Frappier Boulevard, Suite 300

Laval, Québec

H7V 4B4

+1 450 781 0115

(Address and telephone number of registrant’s principle executive offices)

Cogency Global Inc.

10 E. 40th Street, 10th Floor

New York, New York 10016

+1 212 974 7200

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Shares, no par value

Common Shares, no par value

 

LMNL

LMNL

 

Toronto Stock Exchange

The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

For annual reports, indicate by check mark the information filed with this form:

 

  Annual Information Form     Audited Annual Financial Statements

 

 

Indicate the number of outstanding shares of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☐            No  ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes  ☐            No  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

 


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Registration Statement on Form 40-F are forward-looking statements. Please see “Forward-Looking Statements” on page 3 of the Annual Information Form, which is filed as Exhibit 99.16 to this Registration Statement on Form 40-F.

PRINCIPAL DOCUMENTS

The following documents are filed as part of this Registration Statement on Form 40-F:

 

A.

Annual Information Form

For the Registrant’s Annual Information Form for the year ended December 31, 2018, see Exhibit 99.16 hereto.

 

B.

Management’s Discussion and Analysis of Financial Condition

For the Registrant’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2018, see Exhibit 99.113 hereto.

 

C.

Audited Annual Financial Statements

For the Registrant’s Audited Annual Consolidated Financial Statements for the year ended December 31, 2018, including the Independent Auditor’s Report with respect thereto, see Exhibit 99.112 hereto.

EXPLANATORY NOTE REGARDING FINANCIAL STATEMENTS AND MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

On July 5, 2019, the Registrant performed a thousand-to-one share consolidation which affected all of the Registrant’s issued equity instruments. IAS 33, Earnings Per Share (“IAS 33”), requires the basic and diluted earnings per share (“EPS”) to be retroactively adjusted to give effect to the share consolidation. The EPS data included in the Registrant’s financial statements (Exhibits 99.25 and 99.112) and Management’s Discussion & Analysis of Financial Condition and Results of Operations (Exhibits 99.32 and 99.113) that have been filed on or subsequent to July 5, 2019, have been adjusted per IAS 33, but the Registrant’s financial statements and Management’s Discussion & Analysis of Financial Condition and Results of Operations filed prior to July 5, 2019 and which are included as exhibits to this Registration Statement on Form 40-F have not been adjusted and refiled per IAS 33.

 

2


Exhibits filed on or after July 5, 2019

  

Information retroactively adjusted to give effect to the
share consolidation

99.126    Condensed Interim Consolidated Financial Statements, for the quarter and nine months ended September 30, 2019    - Weighted average number of shares outstanding and basic and diluted EPS for all the periods presented in the consolidated statements of operations.
99.25    Condensed Interim Consolidated Financial Statements, for the quarter and six months ended June 30, 2019    - Weighted average number of shares outstanding and basic and diluted EPS for all the periods presented in the consolidated statements of operations.
99.32    Management Discussion & Analysis, for the quarter and the six months ended June 30, 2019   

- Weighted average number of shares outstanding and basic and diluted EPS for all the periods presented in the consolidated statements of operations.

 

- Basic and diluted EPS for the last eight quarters presented in the summary of quarterly results.

99.112    Audited Annual Consolidated Financial Statements, for the years ended December 31, 2018 and 2017    - Weighted average number of shares outstanding and basic and diluted EPS for all the years presented in the consolidated statements of operations.
99.113    Management Discussion & Analysis, for the quarter and the year ended December 31, 2018   

- Weighted average number of shares outstanding and basic and diluted EPS for all the periods presented in the consolidated statements of operations.

 

- Basic and diluted EPS for the last eight quarters presented in the summary of quarterly results.

99.127    Management Discussion & Analysis, for the quarter and the nine months ended September 30, 2019   

- Weighted average number of shares outstanding and basic and diluted EPS for all the periods presented in the consolidated statements of operations.

 

- Basic and diluted EPS for the last eight quarters presented in the summary of quarterly results.

For the readers convenience, the following table shows the “Net loss attributable to the owners of the parent” for all of the Registrant’s fiscal quarters since March 31, 2016, and the corresponding basic and diluted EPS figures retroactively adjusted for the share consolidation.

 

Quarter ended

   Net loss attributable
to the owners
of the parent
(in $000 Canadian)
    Basic and diluted net
loss attributable to the
owners of the parent
per share
(in Canadian $)
 

March 31, 2016

   $ (15,579   $ (22.45

June 30, 2016

     (22,351     (31.80

September 30, 2016

     (25,569     (35.69

December 31, 2016

     (37,308     (51.25

March 31, 2017

     (26,397     (34.55

June 30, 2017

     (29,513     (37.80

September 30, 2017

     (15,542     (19.05

December 31, 2017

     (38,279     (46.57

March 31, 2018

     (31,671     (38.44

June 30, 2018

     (32,270     (38.97

September 30, 2018

     (28,472     (34.30

December 31, 2018

     (102,953     (124.04

March 31, 2019

     (28,136     (33.26

June 30, 2019

     (133,617     (8.12

September 30, 2019

   $ (29,602   $ (1.27
  

 

 

   

 

 

 

 

3


DESCRIPTION OF COMMON SHARES

The Registrant’s authorized share capital consists of an unlimited number of common shares, all without nominal or par value, and an unlimited number of preferred shares issuable in series, all without nominal or par value. Each common share entitles the holder thereof to one vote at any meeting of the shareholders of the Registrant. As at October 31, 2019, the Registrant had 23,313,164 common shares issued and outstanding and no preferred shares issued and outstanding. The additional required disclosure containing a description of the securities to be registered is included under the headings “Dividends” and “Description of Capital Structure” on page 53 of Registrant’s Annual Information Form for the year ended December 31, 2018, attached as Exhibit 99.16 hereto, and under the heading “Share Capital” on page 31 of Registrant’s Audited Annual Consolidated Financial Statements for the year ended December 31, 2018, attached as Exhibit 99.112 hereto.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrant does not have any “off-balance sheet arrangements” (as that term is defined in paragraph 11(ii) of General Instruction B to Form 40-F) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table discloses aggregate information about material contractual obligations and periods in which payments were due as of December 31, 2018. Future events could cause actual payments to differ from these estimates.

 

     Less than
One year
     1 to 3 years      3 to 5 years      More than
5 years
     Total  
     (in $000 Canadian)  

Accounts payable and accrued liabilities(1)

   $ 26,011      $ —        $ —        $ —        $ 26,011  

Long-term portion of royalty payment obligations

     —        3,469        55        299        3,823  

Long-term license acquisition payment obligation

     —        1,363        —          —          1,363  

Long-term portion of other employee benefit liabilities

     —        993        —          —          993  

Long-term debt(2)

     12,588      18,776        34,369        233,892        299,625  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 38,599      $ 24,601      $ 34,424      $ 234,191      $ 331,815  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Excluding CAD$5.8 million for current portion of operating and finance lease inducement and obligations.

(2)

Under the terms of the Original Issue Discount loans and the Registrant’s non-revolving line of credit, the holder of Warrants #2, 8 and 9 may decide to cancel a portion of the face values of these loans as payment upon the exercise of these warrants. The maximum repayment due on these loans has been included in the above table. See the Registrant’s Management’s Discussion & Analysis of Financial Condition and Results of Operations for the quarter and year ended December 31, 2018, filed as Exhibit 99.113 hereto, for more information.

 

4


The following table discloses aggregate information about material contractual obligations and periods in which payments were due as of September 30, 2019 for the lease liabilities and the long-term debt, which have changed materially since December 31, 2018. Future events could cause actual payments to differ from these estimates.

 

     Less than
One year
     1 to 3 years      3 to 5 years      More than
5 years
     Total  
     (in $000 Canadian)  

Lease liabilities(1)

   $ 9,820      $ 18,514      $ 15,627      $ 45,896      $ 89,857  

Long-term debt(2)

     1,341        1,017        11,577        —          14,935  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 11,161      $ 20,531      $ 27,204      $ 45,896      $ 104,792  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Prior to adopting the new lease standard, IFRS 16, Leases, at the beginning of 2019, total minimum operating lease commitments as at December 31, 2018 were $75.0 million. The decrease between the total of the minimum lease payments set out in Note 29 of the audited annual consolidated financial statements for the year ended December 31, 2018 and the total lease liabilities recognized on adoption of $42.7 million was principally due to the effect of discounting on the minimum lease payments. The amount also decreased slightly due to the fact that certain costs that are contractually committed under lease contracts, but which do not qualify to be accounted for as a lease liability, such as variable lease payments not tied to an index or rate, were previously included in our lease commitment table whereas they are not included in the calculation of the lease liabilities. These impacts were partially offset by the inclusion of lease payments beyond minimum commitments relating to reasonably certain renewal periods that had not yet been exercised as at December 31, 2018 which effect is to increase the liability. Right-of-use assets at transition have been measured at an amount equal to the corresponding lease liabilities, adjusted for any prepaid or accrued rent relating to that lease.

(2)

On April 23, 2019, the Registrant entered into a debt restructuring agreement with the long-term debt holder whereby approximately $229 million of the outstanding debt owned by Structured Alpha LP (“SALP”), all but $10.0 million of SALP’s outstanding debt, was converted into common shares at a conversion price, rounded to the nearest two decimals, of $15.21 (on a post share consolidation basis) per common share.

The commitment amounts in the tables above are associated with contracts that are enforceable and legally binding and that specify all significant terms, including interest on long-term debt, fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. The tables do not include obligations under agreements that we can cancel without a significant penalty.

NASDAQ CORPORATE GOVERNANCE

A foreign private issuer that follows home country practices in lieu of certain provisions of the listing rules of the Nasdaq Stock Market LLC (the “Nasdaq Stock Market Rules”) must disclose the ways in which its corporate governance practices differ from those followed by domestic companies. As required by Nasdaq Rule 5615(a)(3), the Registrant will disclose on its website, as of the listing date, each requirement of the Nasdaq Stock Market Rules that it does not follow and describe the home country practice followed in lieu of such requirements.

UNDERTAKING

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant has filed a Form F-X with the Commission together with this Registration Statement on Form 40-F.

 

5


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Certification of Annual Filings—Chief Executive Officer, dated March 28, 2018, for the year ended December 31, 2017
99.2    Certification of Annual Filings—Chief Financial Officer, dated March 28, 2018, for the year ended December 31, 2017
99.3    Certification of Annual Filings—Chief Executive Officer, dated April 1, 2019, for the year ended December 31, 2018
99.4    Certification of Annual Filings—Chief Financial Officer, dated April 1, 2019, for the year ended December 31, 2018
99.5    Certification of Interim Filings—Chief Executive Officer, dated May 15, 2018, for the period ended March 31, 2018
99.6    Certification of Interim Filings—Chief Financial Officer, dated May 15, 2018, for the period ended March 31, 2018
99.7    Certification of Interim Filings—Chief Executive Officer, dated August 14, 2018, for the period ended June 30, 2018
99.8    Certification of Interim Filings—Chief Financial Officer, dated August 14, 2018, for the period ended June 30, 2018
99.9    Certification of Interim Filings—Chief Executive Officer, dated November 14, 2018, for the period ended September 30, 2018
99.10    Certification of Interim Filings—Chief Financial Officer, dated November 14, 2018, for the period ended September 30, 2018
99.11    Certification of Interim Filings—Chief Executive Officer, dated May 8, 2019, for the period ended March 31, 2019
99.12    Certification of Interim Filings—Chief Financial Officer, dated May 8, 2019, for the period ended March 31, 2019
99.13    Certification of Interim Filings—Chief Executive Officer, dated August 12, 2019, for the period ended June 30, 2019
99.14    Certification of Interim Filings—Chief Financial Officer, dated August 12, 2019, for the period ended June 30, 2019
99.15    Annual Information Form, for the year ended December 31, 2017
99.16    Annual Information Form, for the year ended December 31, 2018
99.17    Annual Report, for the year ended December 31, 2017
99.18    Annual Report, for the year ended December 31, 2018
99.19    Audited Annual Consolidated Financial Statements, for the years ended December 31, 2017 and 2016
99.20    [Reserved.]
99.21    Condensed Interim Consolidated Financial Statements, for the quarter ended March 31, 2018
99.22    Condensed Interim Consolidated Financial Statements, for the quarter and six months ended June 30, 2018

 

6


Exhibit
No.

  

Description

99.23    Condensed Interim Consolidated Financial Statements, for the quarter and nine months ended September 30, 2018
99.24    Condensed Interim Consolidated Financial Statements, for the quarter ended March 31, 2019
99.25    Condensed Interim Consolidated Financial Statements, for the quarter and six months ended June 30, 2019
99.26    Management Discussion & Analysis, for the quarter and the year ended December 31, 2017
99.27    Management Discussion & Analysis, for the quarter ended March 31, 2018
99.28    Management Discussion & Analysis, for the quarter and six months ended June 30, 2018
99.29    Management Discussion & Analysis, for the quarter and nine months ended September 30, 2018
99.30    [Reserved.]
99.31    Management Discussion & Analysis, for the quarter ended March 31, 2019
99.32    Management Discussion & Analysis, for the quarter and six months ended June 30, 2019
99.33    EY Consent Letter, dated March 14, 2018
99.34    EY Consent Letter, dated November 27, 2018
99.35    Change of Auditor Letter from PWC, dated May 10, 2019
99.36    Change of Auditor Letter from EY, dated May 13, 2019
99.37    Form of Proxy, dated March 29, 2018
99.38    Form of Proxy, dated May 8, 2019
99.39    Notice of Annual and Special Meeting of Shareholders and Management Information Circular, dated March 22, 2018
99.40    Notice of Annual and Special Meeting of Shareholders and Management Information Circular, dated May 7, 2019
99.41    Material Change Report, dated February 22, 2018
99.42    Material Change Report, dated March 12, 2018
99.43    Material Change Report, dated August 13, 2018
99.44    Material Change Report, dated October 22, 2018
99.45    Material Change Report, dated November 5, 2018
99.46    Material Change Report, dated November 16, 2018
99.47    Material Change Report, dated November 29, 2018
99.48    Material Change Report, dated December 19, 2018
99.49    Material Change Report, dated February 27, 2019
99.50    Material Change Report, dated March 28, 2019
99.51    Material Change Report, dated April 17, 2019
99.52    Material Change Report, dated April 24, 2019
99.53    Material Change Report, dated May 15, 2019

 

7


Exhibit
No.

  

Description

99.54    Material Change Report, dated May 22, 2019
99.55    Material Change Report, dated June 18, 2019
99.56    Material Change Report, dated July 4, 2019
99.57    Code of Ethics and Business Conduct, dated December 14, 2017
99.58    Code of Ethics and Business Conduct, dated May 7, 2019
99.59    Amended and Restated Stock Option Plan, dated May 10, 2017
99.60    Restricted Share Unit Plan, dated May 6, 2009
99.61    Amended and Restated Stock Option Plan, dated June 7, 2018
99.62    Restricted Share Unit Plan, dated May 9, 2018
99.63    Fourth Loan Agreement between Structured Alpha LP, Prometic Life Sciences Inc., Prometic Biotherapeutics Inc., Prometic Bioseparations Ltd, Prometic Biosciences Inc., Prometic Bioproduction Inc., NantPro Biosciences, LLC, Prometic Plasma Resources Inc., Prometic Pharma SMT Holdings Limited, Prometic Pharma SMT Limited, Prometic Biotherapeutics Ltd, Telesta Therapeutics Inc. and Prometic Plasma Resources (USA) Inc., dated November 30, 2017
99.64    Spin-Off Shareholder Rights Plan Agreement between Prometic Life Sciences Inc., Computershare Trust Company of Canada, Prometic Biosciences Inc., Prometic Bioproduction Inc. and Prometic Biotherapeutics Inc., dated March 22, 2018
99.65    Shareholder Rights Plan Agreement between Prometic Life Sciences Inc. and Computershare Trust Company of Canada, dated March 22, 2018
99.66    Third Omnibus Amendment Agreement between Structured Alpha LP, Prometic Life Sciences Inc., Prometic Biotherapeutics Inc., Prometic Bioseparations Ltd, Prometic Biosciences Inc., Prometic Bioproduction Inc., NantPro Biosciences, LLC, Prometic Plasma Resources Inc., Prometic Pharma SMT Holdings Limited, Prometic Pharma SMT Limited, Prometic Biotherapeutics Ltd, Telesta Therapeutics Inc. and Prometic Plasma Resources (USA) Inc., dated November 14, 2018
99.67    Private Placement Subscription Agreement, dated April 15, 2019
99.68    Board Observation Rights and Director Nomination Agreement, dated April 23, 2019
99.69    Registration Rights Agreement, dated April 23, 2019
99.70    Restructuring Agreement between Structured Alpha LP, Prometic Life Sciences Inc., Prometic Biotherapeutics Inc., Prometic Bioseparations Ltd, Prometic Biosciences Inc., Prometic Bioproduction Inc., NantPro Biosciences, LLC, Prometic Plasma Resources Inc., Prometic Pharma SMT Holdings Limited, Prometic Pharma SMT Limited, Prometic Biotherapeutics Ltd, Telesta Therapeutics Inc. and Prometic Plasma Resources (USA) Inc., dated April 15, 2019
99.71    Private Placement Subscription Agreement, dated April 15, 2019
99.72    Consolidated Loan Agreement between Structured Alpha LP, Prometic Life Sciences Inc., Prometic Biotherapeutics Inc., Prometic Bioseparations Ltd, Prometic Biosciences Inc., Prometic Bioproduction Inc., NantPro Biosciences, LLC, Prometic Plasma Resources Inc., Prometic Pharma SMT Holdings Limited, Prometic Pharma SMT Limited, Prometic Biotherapeutics Ltd, Telesta Therapeutics Inc. and Prometic Plasma Resources (USA) Inc., dated April 23, 2019
99.73    News release, dated March 5, 2018
99.74    News release, dated March 28, 2018

 

8


Exhibit
No.

  

Description

99.75    News release, dated March 28, 2018
99.76    News release, dated May 15, 2018
99.77    News release, dated August 7, 2018
99.78    News release, dated August 14, 2018
99.79    News release, dated October 16, 2018
99.80    News release, dated October 29, 2018
99.81    News release, dated November 14, 2018
99.82    News release, dated November 14, 2018
99.83    News release, dated November 28, 2018
99.84    News release, dated December 19, 2018 (Management Change)
99.85    News release, dated February 25, 2019
99.86    News release, dated March 25, 2019
99.87    News release, dated April 1, 2019
99.88    News release, dated April 23, 2019 (Management Change)
99.89    News release, dated May 8, 2019
99.90    News release, dated May 8, 2019 (Management Change)
99.91    News release, dated April 15, 2019
99.92    News release, dated May 15, 2019
99.93    News release, dated June 17, 2019
99.94    News release, dated July 2, 2019
99.95    News release, dated August 12, 2019 (Management Change)
99.96    Press release, dated April 23, 2019
99.97    Notice of Meeting, dated March 22, 2018
99.98    Notice of Meeting, dated May 7, 2019
99.99    Notice of the Meeting and Record Date, dated March 2, 2018
99.100    Notice of the Meeting and Record Date, dated April 15, 2019
99.101    Notice of Availability of Proxy Materials, dated March 29, 2018
99.102    Certificate of Amendment, dated November 13, 2018
99.103    Certificate of Amendment, dated June 28, 2019
99.104    Report of voting results, dated May 10, 2018
99.105    Report of voting results, dated June 19, 2019
99.106    Notice of Change of Auditor, dated May 7, 2019
99.107    [Reserved.]

 

9


Exhibit
No.

  

Description

99.108    Class 1 and Class 3B Reporting Issuers—Participation Fee, for the year ended December 31, 2017
99.109    Class 1 and Class 3B Reporting Issuers—Participation Fee, for the year ended December 31, 2018
99.110    Class 1 and Class 3B Reporting Issuers—Participation Fee, for the year ended December 31, 2017
99.111    Class 1 and Class 3B Reporting Issuers—Participation Fee, for the year ended December 31, 2018
99.112    Audited Annual Consolidated Financial Statements, for the years ended December 31, 2018 and 2017
99.113    Management Discussion & Analysis, for the quarter and the year ended December 31, 2018
99.114    Ernst & Young LLP Consent Letter, dated November 12, 2019
99.115    PricewaterhouseCoopers LLP Consent Letter, dated November 12, 2019
99.116    Notice of Special Meeting of Shareholders and Management Information Circular, dated September 4, 2019
99.117    Form of Proxy, dated September 5, 2019
99.118    Notice of the Meeting and Record Date, dated September 3, 2019
99.119    Abridgment Certificate of officer, dated September 5, 2019
99.120    News release, dated October 3, 2019
99.121    Material Change Report, dated October 3, 2019
99.122    Report of voting results, dated October 4, 2019
99.123    Notice of Change in Corporate Structured, dated October 3, 2019
99.124    Certificate of Amendment, dated October 3, 2019
99.125    Omnibus Incentive Plan, dated May 7, 2019
99.126    Condensed Interim Consolidated Financial Statements, for the quarter and nine months ended September 30, 2019
99.127    Management Discussion & Analysis, for the quarter and the nine months ended September 30, 2019
99.128    News release, dated November 11, 2019
99.129    Certification of Interim Filings—Chief Financial Officer, dated November 11, 2019, for the period ended September 30, 2019
99.130    Certification of Interim Filings—Chief Executive Officer, dated November 11, 2019, for the period ended September 30, 2019

 

10


SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: November 12, 2019

 

LIMINAL BIOSCIENCES
By:   /s/ Kenneth Galbraith
Name:   Kenneth Galbraith
Title:   Chief Executive Officer

 

11

Exhibit 99.1

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Pierre Laurin, President and Chief Executive Officer of PROMETIC LIFE SCIENCES INC., certify the following:

 

1.

Review: I have reviewed the AIF, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of PROMETIC LIFE SCIENCES INC. (the “issuer”) for the financial year ended December 31, 2017.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

 

  (a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  (i)

material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

 

  (ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  (b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2

N/A

 

5.3

N/A

 

6.

Evaluation: The issuer’s other certifying officer(s) and I have

 

  (a)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and


  (b)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

 

  (i)

our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

 

  (ii)

N/A

 

7.

Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2017 and ended on December 31, 2017 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

8.

Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: March 28, 2018

 

(s) Pierre Laurin
Pierre Laurin
President and Chief Executive Officer

Exhibit 99.2

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Bruce Pritchard, Chief Financial Officer of PROMETIC LIFE SCIENCES INC., certify the following:

 

1.

Review: I have reviewed the AIF, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of PROMETIC LIFE SCIENCES INC. (the “issuer”) for the financial year ended December 31, 2017.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

 

  (a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  (i)

material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

 

  (ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  (b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2

N/A

 

5.3

N/A

 

6.

Evaluation: The issuer’s other certifying officer(s) and I have

 

  (a)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

 


  (b)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

 

  (i)

our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

 

  (ii)

N/A

 

7.

Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2017 and ended on December 31, 2017 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

8.

Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

 

Date: March 28, 2018
(s) Bruce Pritchard
Bruce Pritchard
Chief Financial Officer

 

Exhibit 99.3

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Simon Best, President and Chief Executive Officer of PROMETIC LIFE SCIENCES INC., certify the following:

 

1.

Review: I have reviewed the AIF, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of PROMETIC LIFE SCIENCES INC. (the “issuer”) for the financial year ended December 31, 2018.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

 

  (a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  (i)

material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

 

  (ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  (b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2

N/A

 

5.3

N/A

 

6.

Evaluation: The issuer’s other certifying officer(s) and I have

 

  (a)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

 


  (b)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

 

  (i)

our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

 

  (ii)

N/A

 

7.

Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2018 and ended on December 31, 2018 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

8.

Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: April 1st, 2019

 

(s) Simon Best

Simon Best
President and Chief Executive Officer

Exhibit 99.4

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Bruce Pritchard, Chief Financial Officer of PROMETIC LIFE SCIENCES INC., certify the following:

 

1.

Review: I have reviewed the AIF, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of PROMETIC LIFE SCIENCES INC. (the “issuer”) for the financial year ended December 31, 2018.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

 

  (a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  (i)

material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

 

  (ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  (b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2

N/A

 

5.3

N/A

 

6.

Evaluation: The issuer’s other certifying officer(s) and I have

 

  (a)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and


  (b)

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

 

  (i)

our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

 

  (ii)

N/A

 

7.

Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2018 and ended on December 31, 2018 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

8.

Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: April 1st, 2019

 

(s) Bruce Pritchard
Bruce Pritchard
Chief Financial Officer

Exhibit 99.5

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Pierre Laurin, President and Chief Executive Officer of PROMETIC LIFE SCIENCES INC., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Prometic Life Sciences Inc. (the “issuer”) for the interim period ended March 31st, 2018.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

  A.

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  I.

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

  II.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  B.

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2

N/A

 


5.3

N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1st, 2018 and ended on March 31st, 2018 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: 15 May 2018

(s) Pierre Laurin

Pierre Laurin
President and Chief Executive Officer

 

Exhibit 99.6

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Bruce Pritchard, Chief Financial Officer of PROMETIC LIFE SCIENCES INC., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Prometic Life Sciences Inc. (the “issuer”) for the interim period ended March 31st, 2018.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

  A.

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  I.

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

  II.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  B.

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2

N/A

 


5.3

N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1st, 2018 and ended on March 31st, 2018 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date: 15 May 2018
(s) Bruce Pritchard

 

Bruce Pritchard

Chief Financial Officer

Exhibit 99.7

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Pierre Laurin, President and Chief Executive Officer of PROMETIC LIFE SCIENCES INC., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Prometic Life Sciences Inc. (the “issuer”) for the interim period ended June 30, 2018.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

  A.

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  I.

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

  II.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  B.

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2

N/A


5.3

N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1st, 2018 and ended on June 30, 2018 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 14, 2018

 

(s) Pierre Laurin
Pierre Laurin
President and Chief Executive Officer

Exhibit 99.8

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Bruce Pritchard, Chief Financial Officer of PROMETIC LIFE SCIENCES INC., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Prometic Life Sciences Inc. (the “issuer”) for the interim period ended June 30, 2018.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

  A.

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  I.

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

  II.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  B.

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2

N/A


5.3

N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1st, 2018 and ended on June 30, 2018 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 14, 2018

 

(s) Bruce Pritchard
Bruce Pritchard

Chief Financial Officer

Exhibit 99.9

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Pierre Laurin, President and Chief Executive Officer of PROMETIC LIFE SCIENCES INC., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Prometic Life Sciences Inc. (the “issuer”) for the interim period ended September 30, 2018.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

  A.

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  I.

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

  II.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  B.

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2

N/A


5.3

N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1st, 2018 and ended on September 30, 2018 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 14, 2018

 

(s) Pierre Laurin
Pierre Laurin
President and Chief Executive Officer

Exhibit 99.10

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Bruce Pritchard, Chief Financial Officer of PROMETIC LIFE SCIENCES INC., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Prometic Life Sciences Inc. (the “issuer”) for the interim period ended September 30, 2018.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

  A.

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  I.

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

  II.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  B.

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2

N/A


5.3

N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1st, 2018 and ended on September 30, 2018 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 14, 2018

 

(s) Bruce Pritchard
Bruce Pritchard
Chief Financial Officer

Exhibit 99.11

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Kenneth Galbraith, Chief Executive Officer of PROMETIC LIFE SCIENCES INC., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Prometic Life Sciences Inc. (the “issuer”) for the interim period ended March 31, 2019.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

  A.

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  I.

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

  II.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  B.

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2

N/A


5.3

N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1st, 2019 and ended on March 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 8, 2019

 

(s) Kenneth Galbraith
Kenneth Galbraith
Chief Executive Officer

Exhibit 99.12

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Bruce Pritchard, Chief Financial Officer of PROMETIC LIFE SCIENCES INC., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Prometic Life Sciences Inc. (the “issuer”) for the interim period ended March 31, 2019.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

  A.

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  I.

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

  II.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  B.

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2

N/A


5.3

N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1st, 2019 and ended on March 31, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 8, 2019

(s) Bruce Pritchard

Bruce Pritchard
Chief Financial Officer

Exhibit 99.13

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Kenneth Galbraith, Chief Executive Officer of PROMETIC LIFE SCIENCES INC., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Prometic Life Sciences Inc. (the “issuer”) for the interim period ended June 30, 2019.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

  A.

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  I.

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

  II.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  B.

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2

N/A


5.3

N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1st, 2019 and ended on June 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 12, 2019

 

(s) Kenneth Galbraith
Kenneth Galbraith
Chief Executive Officer

Exhibit 99.14

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Bruce Pritchard, Chief Financial Officer of PROMETIC LIFE SCIENCES INC., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Prometic Life Sciences Inc. (the “issuer”) for the interim period ended June 30, 2019.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

  A.

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  I.

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

  II.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  B.

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2

N/A


5.3

N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1st, 2019 and ended on June 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 12, 2019

 

(s) Bruce Pritchard
Bruce Pritchard
Chief Financial Officer

Exhibit 99.15

 

LOGO

Prometic Life Sciences Inc.

Annual Information Form

Year ended December 31, 2017

March 28, 2018


Table of Contents

Annual Information Form

Year ended December 31, 2017

 

FORWARD-LOOKING STATEMENTS

     3  

MARKET AND INDUSTRY DATA

     4  

TRADEMARKS

     4  

CORPORATE STRUCTURE

     4  

NAME AND INCORPORATION

     4  

INTERCORPORATE RELATIONSHIPS

     5  

GENERAL DEVELOPMENT OF THE BUSINESS

     5  

OVERVIEW

     5  

THREE-YEAR HISTORY

     6  

DESCRIPTION OF THE BUSINESS

     16  

GENERAL

     16  

COMPETITIVE CONDITIONS

     36  

RAW MATERIALS, COMPONENTS

     37  

INTELLECTUAL PROPERTY RIGHTS

     37  

PRODUCT DEVELOPMENT

     39  

RESEARCH AND DEVELOPMENT

     39  

ENVIRONMENTAL PROTECTION

     39  

EMPLOYEES

     40  

RISKS AND UNCERTAINTIES RELATED TO PROMETIC’S BUSINESS

     40  

DIVIDENDS

     55  

DESCRIPTION OF CAPITAL STRUCTURE

     55  

COMMON SHARES

     55  

PREFERRED SHARES

     56  

MARKET FOR SECURITIES

     57  

TRADING PRICE AND VOLUME

     57  

ESCROWED SECURITIES

     58  

DIRECTORS AND EXECUTIVE OFFICERS

     58  

INDEPENDENCE

     65  

SECURITY HOLDINGS

     65  

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

     65  

CONFLICTS OF INTEREST

     66  

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

     66  

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

     66  

TRANSFER AGENT AND REGISTRAR

     67  

MATERIAL CONTRACTS

     67  

INTERESTS OF EXPERTS

     68  

AUDIT, RISK & FINANCE COMMITTEE

     68  

EXTERNAL AUDITOR SERVICES FEES

     70  

ADDITIONAL INFORMATION

     71  

AUDIT, RISK AND FINANCE COMMITTEE CHARTER:

     72  

GLOSSARY

     77  

 

 

Prometic Life Sciences Inc.

Annual Information Form

  Page  |  2


This Annual Information Form is dated March 28, 2018 and, unless it is stated otherwise, all the information disclosed in this Annual Information Form is provided as of December 31, 2017, the end of Prometic Life Sciences Inc.’s most recent financial year.

As used in this Annual Information Form, unless the context otherwise requires or indicates: (i) the “Corporation” or “Prometic” or “we” refer collectively to Prometic Life Sciences Inc. and its subsidiaries and predecessors; and (ii) all references to “$” or dollars are in Canadian dollars unless otherwise specified.

FORWARD-LOOKING STATEMENTS

This Annual Information Form contains forward-looking statements about Prometic’s objectives, strategies, financial condition, future performance, results of operations and businesses as of the date of this Annual Information Form.

These statements are “forward-looking” because they represent Prometic’s expectations, intentions, plans and beliefs about the markets the Corporation operates in and on various estimates and assumptions based on information available to its management at the time these statements are made. Without limiting the generality of the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “intend”, “could”, “would”, “estimate”, “continue”, “plan” or “pursue”, or the negative of these terms, other variations thereof or comparable terminology, are intended to identify forward-looking statements although not all forward-looking information contains these terms and phrases. Forward-looking information is provided for the purposes of assisting the reader in understanding the Corporation and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments and therefore the reader is cautioned that such information may not be appropriate for other purposes.

Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the obtention of required regulatory approvals, the availability of funds and resources to pursue research and development (“R&D”) projects, the successful and timely completion of clinical studies, our ability to take advantage of business opportunities in the pharmaceutical industry, reliance on key personnel, collaborative partners and third parties, the validity and enforceability of, our patents and proprietary technology, our ability to access capital, the use of certain hazardous materials, the availability and sources of raw materials, currency fluctuations, the value of our intangible assets, negative operating cash flow, legal proceedings, uncertainties related to the regulatory process, general changes in economic or market conditions and other risks related to Prometic’s industry. More detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations can be found in this Annual Information Form under the heading “Risks and Uncertainties Related to Prometic’s Business”.

Although Prometic has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Therefore, there can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, you should not place undue reliance on forward-looking statements.

As a result, Prometic cannot guarantee that any forward-looking statement will materialize. Prometic assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

 

Prometic Life Sciences Inc.

Annual Information Form

  Page  |  3


MARKET AND INDUSTRY DATA

We have obtained the market and industry data presented in this Annual Information Form from a combination of third-party sources and the estimates of management. Although we believe that these third-party sources and our management estimates are reliable, the accuracy and completeness of such data is not guaranteed and has not been verified by any independent sources. Market and industry data, including estimates and projections relating to size of market and market share, is inherently imprecise and cannot be verified due to limitations on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations inherent in any market research or other survey. Management’s estimates are based on internal research, its knowledge of the relevant market and industry and third party sources. While we are not aware of any misstatements regarding the market and industry data presented in this Annual Information Form, such data involve risks and uncertainties and are subject to change based on various factors, including those factors discussed under the headings “Forward-Looking Statements” and “Risks and Uncertainties Related to Prometic’s Business”.

TRADEMARKS

This Annual Information Form includes registered and unregistered trademarks such as Prometic, RyplazimTM, Mimetic Ligand, PPPS, PrioClear, Purabead® which are protected under applicable intellectual property laws and are the property of Prometic. Solely for convenience, our trademarks referred to in this Annual Information Form and in other publicly filed documents may appear without the ® or symbol, but such references are not intended to indicate, in any way, that we will not assert our rights to the fullest extent under applicable law. All other trademarks used in this Annual Information Form are the property of their respective owners.

CORPORATE STRUCTURE

NAME AND INCORPORATION

Prometic was incorporated on October 14, 1994 under the Canada Business Corporations Act (the “CBCA”) under the name Innovon Life Sciences Holdings Limited.

On December 21, 1995, the Corporation amended its articles of incorporation (the “Articles”) to remove the private company restrictions. On June 6, 1996, the Corporation amended the provisions pertaining to the minimum and maximum number of directors. On April 10, 1995, October 10, 1995, June 19, 1997 and August 14, 1997, the Corporation made adjustments to its authorized share capital. On May 19, 1998, the Corporation changed its name to Prometic Life Sciences Inc. and simplified its authorized share capital structure such that the Corporation was authorized to issue an unlimited number of subordinate voting shares, 20,000,000 multiple voting shares and an unlimited number of preferred shares, issuable in series. On February 16, 2000, the Corporation created its initial two series of preferred shares. On May 15, 2008, the Corporation amended its share capital by re-designating its subordinate voting shares into common shares and repealing its multiple voting shares. On January 25, 2013, the Corporation removed the authorized preferred shares from its share capital. On June 1, 2017, the Corporation amended its Articles to provide that the directors of the Corporation may appoint one or more additional directors in accordance with the CBCA prior to the next annual meeting of the shareholders of the Corporation.

As at the date of this Annual Information Form, its head and registered office is located at 440 Armand-Frappier Blvd., Suite 300, Laval, Québec, H7V 4B4, Canada.

 

Prometic Life Sciences Inc.

Annual Information Form

  Page  |  4


INTERCORPORATE RELATIONSHIPS

The Corporation is structured as a parent company with eight material separate operating divisions which all are operated through subsidiaries directly controlled by the Corporation (Prometic Biotherapeutics Inc. (“PBT”), Prometic Bioseparations Ltd. (“PBL”), Prometic Plasma Resources Inc. (“PPR”), Prometic Plasma Resources (USA) Inc. (“PPR USA”), Prometic Biosciences Inc. (“PBI”), Prometic Bioproduction Inc. (“PBP”), NantPro Biosciences, LLC (“NantPro”) and Telesta Therapeutics Inc. (“Telesta”)), and one of which (Prometic Pharma SMT Limited (“PSMT”)) is operated through an entity indirectly held via a holding company (Prometic Pharma SMT Holdings Limited (“PSMTH”)), a subsidiary of the Corporation (i.e. PBI). The following chart indicates the jurisdiction of incorporation of the Corporation’s above-mentioned direct and indirect material operating divisions and principal subsidiaries, as well as the voting interest (expressed as a percentage) beneficially owned, controlled or directed by the Corporation in each subsidiary.

 

LOGO

 

*

Subsidiary that has assets or revenues representing more than 10% of the consolidated assets or consolidated revenues of the Corporation.

GENERAL DEVELOPMENT OF THE BUSINESS

OVERVIEW

Prometic is a biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform, the small molecule therapeutics platform, stems from the discovery of two receptors which we believe are at the core of how the body heals: namely, promoting tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is expected to enter pivotal phase 3 clinical trials for the treatment of Idiopathic Pulmonary Fibrosis (IPF). The second drug discovery and development platform, the plasma-derived therapeutics platform, leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen). We are also leveraging this platform’s higher recovery yield potential to advance established plasma-derived therapeutics such as Intravenous Immunoglobulin (IVIG). Furthermore, the Corporation is continuing to secure its plasma supply through the execution of third party

 

Prometic Life Sciences Inc.

Annual Information Form

  Page  |  5


contracts and expansion of its own collection activities for its plasma processing needs. The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

We are headquartered in Laval, Quebec (Canada) and have R&D facilities in Canada, the United Kingdom (“UK”) and the United States (“USA”), manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the USA, Europe and Asia.

Prometic’s common shares (the “Common Shares”) trade on the Toronto Stock Exchange (“TSX”) under the symbol “PLI” and the OTCQX International under the symbol “PFSCF”.

THREE-YEAR HISTORY

2017

Corporate

February. California Capital Equity, LLC, exercised 44,791,488 share purchase warrants at a price of $0.47 per share for total proceeds of $21,051,999 to the Corporation.

March. Prometic entered into a binding agreement to secure a follow-on investment from Structured Alpha LP (“SALP”), an affiliate of Peter J. Thomson’s investment firm, Thomvest Asset Management Inc., consisting of a $25 million loan.

April. Prometic closed the follow-on investment with SALP, consisting of a $25 million loan (the “Loan”). The Loan was secured by Prometic’s assets, excluding its patent portfolio. The redemption value of the Loan implied a compounded annual interest rate of approximately 8.5%. No interest or principal shall be required to be repaid before July 31, 2022. As part of this transaction, Prometic granted SALP a warrant to purchase 10,600,407 common shares at an exercise price of $3.70 per common share with a term expiring in October, 2023. The proceeds received by Prometic from the aggregate exercise of all of the warrants would be sufficient to repay the Loan in its entirety. No material additional security or covenants have been granted to SALP, over those already in place by the current original issue discount notes.

May. Prometic reported the highlights from its 2017 annual and special meeting of shareholders and Board of Directors election results. The following Directors were elected to hold offices until the next annual meeting of shareholders or until their successors are elected or appointed: Prof. Simon Best, Mr. Andrew Bishop, Mr. Stefan Clulow, Mr. Ken Galbraith, Mr. David John Jeans, Mr. Charles Kenworthy, Mr. Pierre Laurin, Ms. Louise Ménard, Mr. Paul Mesburis, Dr. John Moran, Ms. Nancy Orr, Mr. Bruce Wendel.

June. Prometic entered into an agreement with Cantor Fitzgerald Canada Corporation as a lead underwriter and sole bookrunner, on its own behalf and on behalf of a syndicate of underwriters (collectively, the “Underwriters”) under which the Underwriters agreed to buy on a bought deal basis, 31,250,000 common shares (the “Common Shares”) in the capital of the Corporation at a price of $1.70 per share for gross proceeds of $53,125,000 (the “Offering”). Prometic also granted the Underwriters an option to purchase an additional 4,687,500 Common Shares at the same offering price for a period of 30 days following the closing of the Offering (the “Over-Allotment Option”). In consideration for the services to be rendered by the Underwriters under the Offering, the Underwriters received a cash commission equal to 6% of the gross proceeds raised under the Offering.

 

Prometic Life Sciences Inc.

Annual Information Form

  Page  |  6


July. Prometic closed the above-mentionned $53,125,000 million bought deal equity offering of common shares in the capital of the Corporation through the syndicate of underwriters led by Cantor Fitzgerald Canada Corporation as the lead underwriter and sole bookrunner, and including RBC Dominion Securities Inc., National Bank Financial Inc., Scotia Capital Inc., Desjardins Securities Inc. and Echelon Wealth Partners Inc. Prometic issued 31,250,000 common shares of the Corporation at a price of $1.70 per share for gross proceeds of $53,125,000. In addition, Prometic completed a concurrent, non-brokered private placement of 5,045,369 common shares of the Corporation at a price of $1.70 per common share (the “Private Placement”) with SALP following the exercise by SALP of its pre-emptive right to participate in any future public offering of Prometic’s common shares. The $8.6 million in proceeds from the Private Placement were used to offset and reduce the total amount owed by Prometic to SALP pursuant to the previously mentioned Loan entered into in April, 2017.

October. Prometic entered into a binding letter of intent to secure a USD $80 million (CAD $100 million) line of credit (the “Credit Facility”) from SALP.

December. Prometic closed the previously mentioned USD $80 million (CAD $100 million) Credit Facility with SALP. As partial consideration for establishing the Credit Facility, Prometic granted SALP an initial 10 million warrants with an exercise price of CAD $1.70 per common share with a term expiring June 30, 2026, alongside an additional 44 million warrants at the same exercise price and term, which will vest in tranches each time Prometic draws an additional amount of USD $10 million (CAD $12.5 million) under the Credit Facility. Drawing on the first 4 tranches of USD $10 million (CAD $12.5 million) would each cause 5 million warrants to vest, whereas drawing on the second set of 4 tranches of USD $10 million (CDN $12.5 million) would each cause 6 million warrants to vest. All amounts drawn from the Credit Facility will bear interest of 8.5% per annum and the principal will be repayable on November 30, 2019.

Plasma-Derived Therapeutics

January. Prometic announced that it had amended its licensing agreement originally entered into with Hematech BioTherapeutics Inc., (“Hematech”) in May 2012 (the “License Agreement”). Prometic reacquired the rights initially granted to Hematech in the License Agreement, to a 50% share of the potential worldwide profits related to sales of its plasminogen for treatment of plasminogen congenital deficiency (the “Rights”), if approved for commercial sale.

April. Prometic completed the filing of its plasminogen Biologics License Application (“BLA”) with the U.S. Food and Drug Administration (“FDA”) for the treatment of patients with congenital plasminogen deficiency. Prometic’s plasminogen had earlier been granted Orphan Drug and Fast Track Designations by the FDA for said indication.

May. Prometic presented new data at the 2017 American Thoracic Society (ATS) International Conference in Washington, D.C. The data presented included results from a Phase 2 clinical trial evaluating PBI-4050 in patients with IPF, and the benefits of plasminogen administration in reducing lung injury in a gold standard animal model of ALI/ARDS associated with acute pancreatitis.

Also in May. Prometic presented new data at the 2017 American Thoracic Society (ATS) International Conference in Washington, D.C. showing the benefits of plasminogen administration in reducing lung injury in an animal model of ALI/ARDS associated with acute pancreatitis. Acute lung injury (ALI) and acute respiratory distress syndrome (ARDS) are life-threatening conditions resulting in respiratory failure in the critically ill patient.

July. Prometic announced new long-term clinical data from its pivotal phase 2/3 trial of Ryplazim (plasminogen) in patients with congenital plasminogen deficiency. The data demonstrated that in 10 patients treated with RyplazimTM (plasminogen) for a total of 48 weeks, there was no observed recurrence of lesions and no tolerability issues observed related to this longer-term dosing. Prometic had previously reported clinical data from this pivotal phase 2/3 trial, in which Prometic observed that RyplazimTM (plasminogen) treatment consistently replaced and maintained the plasminogen concentration in plasma at an adequate level and that all lesions resolved in all 10 patients treated for 12 weeks. We believe this data fulfilled the clinical information required for the BLA filing with the FDA for the Accelerated Regulatory Pathway Approval. Under the same pivotal phase 2/3 protocol, these 10 patients had been treated for an additional 36 weeks, for a total drug exposure period of 48 weeks.

 

Prometic Life Sciences Inc.

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August. The FDA granted a Rare Pediatric Disease Designation to Prometic’s RyplazimTM (plasminogen) for the treatment of patients with congenital plasminogen deficiency, or hypoplasminogenemia. The FDA grants Rare Pediatric Disease Designation for serious or life-threatening diseases in which the serious or life-threatening manifestations primarily affect individuals aged from birth to 18 years, including age groups often called neonates, infants, children, and adolescents.

October. The FDA accepted the filing of Prometic’s BLA for its RyplazimTM (plasminogen) replacement therapy and granted a priority review status and set a Prescription Drug User Fee Act (PDUFA) action date for April 14, 2018. See update on the status of the FDA’s review of its BLA for Ryplazim (plasminogen) and PDUFA action date (Section “Update on the status of the FDA’s review of Prometic’s BLA for Ryplazim (plasminogen) and PDUFA action date” of this AIF on p. 29).

October. Health Canada granted priority review status for the New Drug Submission (NDS) Prometic plans to file for its RyplazimTM (plasminogen) replacement therapy for the treatment of patients with plasminogen deficiency. Priority review status is granted by Health Canada to a NDS for serious, life-threatening or severely debilitating diseases or conditions for which there is substantial evidence of clinical effectiveness that the drug provides.

Also in October. Prometic received from the Swedish Medical Products Agency (MPA) a clinical trial application (“CTA”) approval to commence a phase 2 clinical trial of its plasminogen for the treatment of patients suffering from diabetic foot ulcers (DFUs). The phase 2 clinical trial is a prospective, dose escalation study of the safety, feasibility and initial efficacy of subcutaneous plasminogen for the treatment of DFUs in 20 adult subjects. The study is ongoing in a study center in Sweden, under the supervision of Dr. Jan Apelqvist, an expert in the field of DFUs and hard to treat wounds from the Department of Endocrinology, Division of Clinical Sciences at Skane University Hospital in Malmö, Sweden.

November. Prometic reported that it had received from the Swedish MPA a CTA approval to commence a clinical trial of its plasminogen for the treatment of patients suffering from chronic tympanic membrane perforations (TMPs). The clinical trial is a dose escalation, randomized, placebo-controlled study designed to investigate the safety, feasibility and initial efficacy of local injections of a novel and proprietary plasminogen formulation for the treatment of chronic TMPs.

Also in November. Prometic announced interim six-month clinical data from its ongoing pivotal Intravenous Immunoglobulin (“IVIG”) phase 3 clinical trial in patients suffering from primary immunodeficiencies disease (PIDD) following review of the data by the Data Safety Monitoring Board (DSMB), which recommended that the study proceed. We believe this data meets Health Canada’s requirements for a New Drug Submission (NDS) filing with at least 20 evaluable PIDD patients treated with Prometic’s IVIG for a minimum six-month period together with comparison data from a similar six-month period during which patients received comparable commercially approved IVIG products.

December. Orphan drug designation status was granted to Prometic’s Ryplazim (plasminogen) for the treatment of Idiopathic Pulmonary Fibrosis (“IPF”) by the FDA. In an animal model that emulates pulmonary fibrosis in humans, Prometic’s Ryplazim (plasminogen) performed favorably compared to recently- approved IPF drugs to treat this condition. We observed that Ryplazim (plasminogen) significantly reduced tissue scarring in the lungs, indicating the potential for providing clinically significant improvement and stabilization in lung function.

Small Molecule Therapeutics

January. Prometic announced that its orally active lead drug candidate, PBI-4050, was granted an orphan drug designation status for the treatment of Alström Syndrome (“AS”) by the European Commission.

 

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Also in January. Prometic announced that PBI-4050 has been issued a Promising Innovative Medicine (“PIM”) designation by the UK Medicines and Healthcare Products Regulatory Agency (“MHRA”) for the treatment of AS.

February. Prometic announced results from its completed open label phase 2 clinical trial of PBI-4050 in patients suffering from IPF. In addition to assessing the safety and tolerability of PBI-4050, an objective of this study was to seek early evidence of a clinical benefit with PBI-4050 treatment, whether administered alone or in addition to either of the drugs approved for the treatment of IPF, nintedanib or pirfenidone. These results were consistent with the preliminary results previously announced by Prometic on November 17, 2016, following the first 30 patients’ completion of 12 weeks of treatment. A total of 40 patients were enrolled in the study conducted in 6 sites across Canada and all had completed the 12 weeks of treatment; 9 patients received PBI-4050 alone, 16 received PBI-4050 & nintedanib and 15 received PBI-4050 & pirfenidone. The baseline characteristics of the patients enrolled in this study were similar to those enrolled in prior IPF randomized controlled studies conducted by other pharmaceutical companies, namely the ASCEND and INPULSIS studies.

March. Prometic entered into a binding Memorandum of Terms with Shenzhen Royal Asset Management Co., Ltd. (“SRAM”) to establish a joint venture for the development, manufacture and commercialization of PBI-4050, PBI-4547 and PBI-4425 in the People’s Republic of China (excluding Hong Kong, Taiwan and Macau).

Also in March. An orphan drug designation status had been granted, by the FDA, for Prometic’s orally active, anti-fibrotic, lead drug candidate, PBI-4050, for the treatment of Alström Syndrome.

April. Prometic received no objection from the FDA on the design of the first of its PBI-4050’s planned phase 3 clinical trials for IPF based on the clinical efficacy data generated in the previously mentionned 40 patient phase 2 open-label study. In this phase 2 study, PBI-4050 was administered to patients for 12 weeks to patients who were receiving pirfenidone, nintedanib, or neither agent. The results of the study showed that the Forced Vital Capacity (“FVC”) remained stable in patients on PBI-4050 alone (n=9, FVC -12 ml) or in patients on PBI-4050 in combination with nintedanib (n=15, FVC +2 ml). In contrast, the results of this study showed that the FVC declined significantly in patients on PBI-4050 in combination with pirfenidone (n=16, FVC -102 ml). PBI-4050’s observed plasma concentration was sub-therapeutic at 50% of the expected level in patients that received the PBI-4050 and pirfenidone combination, suggesting a drug-drug interaction.

April. Prometic presented new results at the International Liver Congress (ILC) 2017 of the European Association for the Study of the Liver (EASL) in Amsterdam on the effects of PBI-4050 on associated with non-alcoholic steatohepatitis (“NASH”) in a mouse model of obesity and metabolic syndrome. This study enabled Prometic to further characterize the effects of PBI-4050 on metabolic regulation and white adipose tissue and liver fibrosis induced in a high fat diet model. As such, we observed that PBI-4050 was associated with reduced liver damage and fibrosis, improved insulin resistance (HOMA-IR) and the pancreatic ß-cells function (HOMA-ß). Furthermore, the study data showed that pro-fibrotic and fibrotic gene expression in liver and in white adipose tissue was reduced with PBI-4050 treatment.

June. Prometic presented new data at the 2017 American Diabetes Association (ADA)’s 77th Scientific Sessions in San Diego. The data presented included results from a phase 2 clinical trial evaluating PBI-4050 in 24 patients with metabolic syndrome and type 2 diabetes (MST2D), as well as from preclinical studies in which we observed the protective effect of PBI-4050 on the kidney, pancreas and liver in diabetic animals. New data from this completed phase 2 trial, discussed in an oral presentation, showed that, after 12 weeks of treatment with PBI-4050, a statistically significant reduction of microparticles shedding from the kidney in the patients’ urine was observed. Furthermore, a statistically significant reduction in key renal biomarkers was also observed in the same patients.

 

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August. Prometic executed definitive agreements with Jiangsu Rongyu Pharmaceuticals Co, LTD and Nanjing Rongyu Biothech Co., LTD, affiliates of Shenzhen Royal Asset Management Co., LTD (collectively, “SRAM”). Under the terms of the agreements, Prometic undertook to license the development, manufacturing and commercialization rights for PBI-4050, PBI-4547 and PBI-4425 (the “Products”) for the Chinese market to a new subsidiary, Prometic ChinaCo (name subject to the approval of the relevant authorities). Prometic also licensed the development and commercialization rights for the Products for the Chinese market for specific fibrosis indications to a SRAM affiliate. See update on the status of the commercial relationship with said SRAM affiliates (Section “Update on August 2017 licensing and partnership transaction; granting Chinese rights to certain Prometic small molecule drug candidates to SRAM” of this AIF on p. 17).

September. Prometic announced that longer-term data from its on-going phase 2 open label clinical trial of PBI-4050 in subjects suffering from AS in the UK support that the clinical activity previously observed were sustained during prolonged treatment. The clinical study had then enrolled 12 subjects. Given the evidence of clinical activity and continuing tolerability, the Data Safety Monitoring Board (DSMB) and Medicines and Healthcare products Regulatory Agency (MHRA) allowed for 2 successive extensions of the duration of treatment. The duration of treatment has been extended from the original 24 weeks for an additional 36 weeks, and then once more for a further 12 weeks (total of 72 weeks). This last extension was to ensure that subjects could remain on treatment while the regulatory authorities were reviewing a rollover protocol which, if approved, would allow subjects to remain on treatment for an additional period of up to 96 weeks, or until regulatory approval is obtained in the UK.

Also in September. Prometic announced that its oral anti-fibrotic lead drug candidate, PBI-4050, had received FDA Investigational New Drug (IND) approval to commence its pivotal phase 3 clinical trial in patients suffering from IPF.

October. The FDA had granted Fast Track designation to Prometic’s PBI-4050, a clinical candidate in development for idiopathic pulmonary fibrosis (IPF).

December. Prometic announced that its orally-active drug candidate, PBI-4050, had been issued a Promising Innovative Medicine (PIM) designation by the UK Medicines and Healthcare Products Regulatory Agency (MHRA) as add-on treatment to nintedanib in patients with IPF.

Bioseparations

April. Prometic received a $9.5 million purchase order for the supply of affinity resin to an existing client, a global leader in the biopharmaceutical industry. This purchase order was part of an ongoing license and long-term supply agreement with the client.

2016

Corporate

February. The Corporation secured a follow-on investment from SALP consisting of a $30 million original issue discount loan (the “New OID Loan”).

The New OID Loan is in addition to each of the two existing original issue discount loans with SALP in the amounts of $10 million and $20 million (the “Existing OID Loans”). The New OID Loan is secured by all of Prometic’s (and some of its subsidiaries’) assets, excluding its patent portfolio. The face value of the New OID Loan implies a compounded annual interest rate of 8%. No interest or principal is required to be repaid prior to July 31, 2022. As partial consideration for the New OID Loan, Prometic granted SALP11,793,380 warrants to purchase Common Shares at an exercise price of $4.70 per Common Share with a term expiring on July 31, 2022. The proceeds received by Prometic from the aggregate exercise of all such warrants would be sufficient to repay the New OID Loan in its entirety. No material additional security or covenants have been granted to SALP over those already in place in connection with the Existing OID Loans.

 

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Also in February. Prometic closed its bought deal public offering of Common Shares (the “Offering”) through a syndicate of underwriters led by RBC Capital Markets and Canaccord Genuity Corp., and which included Scotiabank, CIBC Capital Markets, National Bank Financial Inc., Paradigm Capital Inc. and Beacon Securities Limited (collectively, the “Underwriters”). Prometic issued 19,400,000 Common Shares in connection with the Offering at a price of $3.10 per share for aggregate gross proceeds of $60,140,000. In consideration for the services rendered by the Underwriters under the Offering, the Underwriters received a cash commission representing 5% of the gross proceeds of the Offering.

October. Prometic announced that it closed the acquisition of all the issued and outstanding common shares of Telesta by way of a plan of arrangement under the CBCA (the “Acquisition“) for a consideration of $0.14 per Telesta common share payable in Common Shares. The number of Common Shares issued by Prometic was based on the volume-weighted average closing price (“VWAP”) of Prometic’s common shares for the five trading days prior to the closing date of the Acquisition. At the end of trading on the TSX on Friday, October 28, 2016, the 5 day VWAP of Prometic’s common shares was $2.98. Accordingly, each Telesta common share was acquired for 0.04698 Common Share.

Plasma-Derived Therapeutics

June. Prometic reported that the FDA had granted a Fast Track designation to Prometic for its plasminogen drug candidate, then in a phase 2/3 clinical trial in patients suffering from congenital plasminogen deficiency.

August. Prometic announced that it had completed the enrolment of the adult patient population (50 adult patients) in its pivotal IVIG phase 3 clinical trial for the treatment of primary immunodeficiency diseases (“PIDD”). The ongoing pivotal phase 3 clinical trial is an open label, single arm, two-cohort multicenter study investigating the safety, tolerability, efficacy and pharmacokinetics of Prometic’s plasma derived IVIG in a total of 75 patients suffering from PIDD, including 50 adults (cohort 1) and 25 children (cohort 2).

Prometic announced that it had completed enrolment of the congenital plasminogen deficient patients in its pivotal phase 2/3 clinical trial required for the accelerated regulatory approval pathway with the FDA.

September. Prometic announced that it would be pursuing tympanic membrane perforations (“TMP”), as one of its new plasma-derived plasminogen related targeted clinical indications.

October. Prometic announced that its pivotal phase 2/3 clinical trial in patients with plasminogen deficiency had met its primary and secondary endpoints with the intravenous plasminogen treatment. In addition to being safe, well tolerated and without any drug related serious adverse events, clinical data showed that Prometic’s plasminogen treatment achieved a 100% success rate of its primary end point, namely, a targeted increase in the blood plasma concentration level of plasminogen as a surrogate target. Moreover, all patients who had active visible lesions when enrolled in the trial had complete healing of their lesions within weeks of treatment, a 100% response rate for this secondary end point.

November. During an Analysts Day in New York, Prometic disclosed its intent to focus on expanding the clinical uses of plasminogen as a priority over the coming years. In addition to the treatment of wounds such as diabetic foot ulcers and tympanic repair, acquired plasminogen deficiency in critical care such as severe burns was provided as an example. The expansion of plasminogen development program enables the Corporation to target multiple clinical indications with unmet medical needs with the same proprietary active pharmaceutical ingredient (“API”) via different formulations and presentations. Combined with potential market exclusivity and significant growth opportunity, plasminogen is prioritized over advancing certain previously disclosed follow-ons therapeutics with competitive landscapes such as C1-INH.

December. Prometic announced that it had initiated the rolling submission of its BLA for plasminogen with the FDA for treatment of patients with plasminogen congenital deficiency.

 

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Small Molecule Therapeutics

March. Prometic announced that the preliminary analysis of new pro-inflammatory biomarkers in blood and urine samples from the patients in the on-going, open label, phase 2, metabolic syndrome and type 2 diabetes clinical trial provided additional evidence of PBI-4050’s pharmacological and clinical activity in humans. In December 2015, the Corporation reported the statistically and clinically significant decrease in glycated hemoglobin concentration (“HbA1c”) observed in the first 11 patients enrolled who had completed the 12 week study. Overall the patients experienced improved blood glucose control as measured by HbA1c (average decrease of -0.6% p=0.03), with 10 of the 11 experiencing a decrease in HbA1c incremental to that achieved by standard-of-care drug regimes.

April. Prometic presented new data at the 2016 European Association for the Study of the Liver (EASL)’s 51st Annual Meeting – The International Liver Congress (ILC) in Spain. The new data confirmed that PBI-4050’s anti-fibrotic effect demonstrated in the livers of different animal models has been successfully reproduced in human hepatic stellate cells (HHSC) during in vitro preclinical experiments designed to simulate fibrogenesis in the liver. PBI-4050 was found to down-regulate key pro-fibrotic biomarkers considered to be driving the fibrotic process in NASH.

May. Prometic reported that it had been authorized to commence the clinical trial of its orally active anti-fibrotic lead drug candidate, PBI-4050, in patients suffering from cystic fibrosis (“CF”), following the CTA clearance by Health Canada. The objectives of this 24 week randomized, double-blind, and placebo-controlled phase 2 study include the evaluation of the effects of PBI-4050 on the pancreatic and lung functions in 90 CF patients. The Corporation reported in February, 2018 that it had terminated its PBI-4050 CF clinical trial as part of its realignment of clinical development activities.

October. Prometic announced that the Drug Safety Monitoring Board (DSMB) recommended that patient enrolment should continue in the Corporation’s ongoing AS phase 2 clinical trial. This recommendation followed the DSMB’s review of the safety data accumulated in the first eight AS patients that had received treatment with PBI-4050. The DSMB determined that no safety or tolerability issues had been observed in these patients. The first five patients (100%) who completed 12 weeks of treatment with PBI-4050 had a reduction of liver fibrosis, as measured by transient elastography (FibroScan®).

Prometic announced that its phase 2 clinical trial of PBI-4050 in patients with metabolic syndrome and type 2 diabetes had been completed and had met its primary and secondary endpoints. In addition to safety and tolerability, the study was designed to evaluate the effect of PBI-4050 on metabolic syndrome parameters as well as on pro-inflammatory/fibrotic and diabetic biomarkers in blood and urine. In this open label phase 2 clinical trial, PBI-4050 (800 mg) was administered once daily to 24 patients for a period of 12 weeks. For instance, the 15 patients with a screening HbA1c ³ 7.5 experienced a mean decrease of – 0.75% (p = 0.0004) while the 9 patients with a screening HbA1c ³ 8.0% experienced a mean decrease of – 0.9% (p = 0.007). The 10 patients who participated in the study’s 12 week extension had a mean HbA1c of 7.7 at screening and experienced a reduction of – 0.8% at week 12: this reduction was maintained at week 24. PBI-4050 had been well tolerated with no serious drug related adverse events.

November. Prometic reported that it had received clearance by Health Canada to commence a placebo-controlled phase 2 clinical trial of PBI-4050, the company’s orally active, lead small molecule anti-fibrosis drug candidate, in patients with metabolic syndrome and type 2 diabetes.

Prometic announced positive interim results from its Open Label phase 2 clinical trial of PBI-4050 in patients suffering from IPF. In addition to demonstrating that PBI-4050 is safe and well tolerated in patients suffering from IPF, the objective of this study was to provide early evidence of clinical benefits of PBI-4050 treatment whether used alone or in addition to either nintedanib or pirfenidone. Forty patients were enrolled in the study in 6 sites across Canada. At that time, the Corporation was reporting on the first 30 patients that had completed their 12 weeks of treatment. In February 2017, Prometic announced positive results from its completed open label phase 2 clinical trial in subjects suffering from IPF. In addition to demonstrating that

 

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PBI-4050 is safe and very well tolerated, an objective of this study was to seek early evidence of a clinical benefit with PBI-4050 treatment, whether administered alone or in addition to either of the drugs approved for the treatment of IPF, nintedanib or pirfenidone. These results confirm the preliminary results previously announced by Prometic on November 17, 2016, following the first 30 subjects’ completion of 12 weeks of treatment.

Prometic presented new data at the American Society of Nephrology’s (ASN) Annual Meeting currently underway in Chicago, with respect to Prometic’s anti-fibrotic and orally active lead drug candidate, PBI-4050.

2015

Corporate

March. On March 31, 2015, the Corporation, certain of its subsidiaries and SALP entered into (i) an amended and restated loan agreement, which amended and restated the loan agreement originally dated as of July 31, 2014 between the same parties, and (ii) a second amended and restated loan agreement, which amended and restated the amended and restated loan agreement dated as of July 31, 2014, which in turn amended and restated the loan agreement originally dated as of September 10, 2013 between the same parties (the foregoing March 31, 2015 agreements are collectively referred to as the “2015 Amended and Restated Loan Agreements”). The 2015 Amended and Restated Loan Agreements provided for several amendments in favour of the Corporation which, amongst others, included the extension of the maturity date of the loans made under the agreement to July 31, 2022, a right of repayment of such loans commencing on September 13, 2018, and more flexibility in its affirmative and negative covenants. In consideration for these modifications, the Corporation granted SALP7,000,000 warrants to purchase the Common Shares at an exercise price of $3.00 per Common Share. The warrants have an expiry date of July 31, 2022. The Corporation also granted SALP a pre-emptive right to participate in any future public offering or private placement of the Common Shares or securities convertible or exchangeable into Common Shares.

Also in March. Prometic was added to the S&P/TSX Composite Index.

May. The Corporation closed a bought deal public offering of 19,250,000 Common Shares at $2.60 per Common Share for gross proceeds of $50,050,000 through a syndicate of underwriters led by Canaccord Genuity Corp., and which included RBC Dominion Securities Inc., Beacon Securities Limited, TD Securities Inc. and Paradigm Capital Inc.

The Corporation also completed the closing of the over-allotment option to acquire an additional 2,887,500 Common Shares at a price of $2.60 per over-allotment share, for gross proceeds of $7,507,500.

December. The Corporation completed an internal corporate reorganization of its subsidiaries owning and exploiting the Small Molecule Therapeutics segment, which involved the centralization of key development and commercialization activities as well as the Small Molecule Intellectual Property (“SMIP”) in a newly created UK subsidiary of the Corporation, Prometic Pharma SMT Limited (“PSMT”). An intellectual property transfer agreement was entered into between PBI and PSMT whereby all of the SMIP (other than the Canadian SMIP) were transferred to PSMT.

The Corporation expects this reorganization to enable the Small Molecule Therapeutics business segment to execute its global drug development and commercialization strategy more effectively. The new structure intends to take advantage of the Corporation’s existing operations in the UK, which include R&D and executive management, while leveraging the business, financial, tax and accounting efficiencies therein.

 

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Bioseparations

February. The Corporation announced that it had received an $11.4 million purchase order for the supply of an affinity resin to an existing client, a global leader in the biotherapeutics industry. This was the second purchase order resulting from the license and long-term supply agreement previously announced on July 8, 2013. The affinity resin was manufactured by Prometic at its Isle of Man facility and supplied to the client throughout the second half of 2015 and the first half of 2016. Prometic’s client uses the resin for large-scale purification of a therapeutic protein product manufactured in large quantities. The last deliveries against this order were made during the second quarter of 2016.

December. The Corporation renewed its supply agreement with GlaxoSmithKline LLC. The renewed agreement followed the original supply agreement entered into between the parties in 2009.

Plasma-Derived Therapeutics (Biologicals)

May. The Corporation selected C1-INH as its next plasma-derived drug candidate to be developed. The C1-INH protein is most commonly used for the treatment of hereditary angioedema, a rare genetic disorder in which C1-INH is lacking. The Corporation has since decided to focus its efforts on other plasma-derived therapeutics (e.g. plasminogen, IVIG and IAIP).

Prometic entered into a strategic manufacturing agreement with Emergent BioSolutions (“Emergent”). The long-term manufacturing agreement provided Prometic with access to additional cGMP capacity in an FDA-licensed facility, located in Winnipeg, Canada. Prometic would use this capacity for the development and manufacture of plasma-derived biopharmaceuticals using Prometic’s proprietary plasma purification platform. The additional manufacturing capacity could provide the ability to process up to 250,000 liters of plasma annually with the potential for further expansion should the parties agree. This 15-year manufacturing agreement involves an initial annual minimum payment of approximately $4M per year, rising to $7M per year in 2018 and to $9M per year by 2021, for an aggregate total of minimum fees exceeding $100M over the life of the contract. This minimum payment secures a defined capacity. The agreement allows for a flexible approach for the use of resources up to that value, and any additional resources used beyond that minimum cost is to be charged on an as-used basis.

August. The Corporation was granted an orphan drug designation status for its human plasma-derived plasminogen drug for the treatment of congenital plasminogen deficiency by the European Commission.

The Corporation successfully completed the first round of dosing of plasminogen congenital deficient patients. Prometic’s plasminogen was found to be safe, very well tolerated and there were no drug-related adverse events.

The Corporation closed the acquisition of Emergent’s plasma collection center located in Winnipeg, Canada. The plasma collection center has started to operate under Prometic’s ownership following the grant and receipt of the regulatory licenses by and from the requisite regulatory authorities. Prometic’s plasma collection center is an FDA, EMEA and Health Canada licensed plasma collection facility conveniently located in close proximity to the existing Emergent Winnipeg based cGMP manufacturing facility.

October. The FDA completed its review and cleared the Investigational New Drug (“IND”) application for Prometic’s IVIG biological drug product for the treatment of primary immunodeficiency diseases (“PIDD”).

 

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November. The Corporation announced that its plasma-derived plasminogen replacement therapy, currently in phase 1 clinical trial in the USA, had been successfully used to treat a plasminogen-deficient infant in critical condition in an intensive care unit at the Altona Children’s Hospital located in Hamburg, Germany. The plasminogen was administered by a team from the Department of Pediatric Haematology and Oncology at the University Medical Center, Hamburg-Eppendorf, under the direction of Professor Reinhard Schneppenheim. The plasminogen and the protocol for its use recommended by Prometic enabled the team to quickly reach an efficacious concentration of plasminogen in the blood. Within a few days, a reduction of the lesions was observed, and after six weeks of therapy the lesions had markedly improved.

The Corporation entered into a strategic agreement with a Swedish company, Omnio AB (“Omnio”). The agreement provided Prometic with an exclusive intellectual property license as well as a comprehensive proprietary understanding of the use of plasminogen in the field of hard-to-treat wounds, such as diabetic foot ulcers.

The Corporation entered into a strategic partnership with ProThera Biologics Inc. for the development and commercialization of human plasma-derived Inter-alpha Inhibitor Proteins (“IAIP”). The agreements provided Prometic with global, exclusive intellectual property rights to commercialize IAIP for two clinical indications and both companies have strategic interest in the other’s IAIP-related therapeutic areas through a royalty- bearing cross-license agreement.

December. The Corporation presented safety, pharmacokinetic and clinical data from its plasma-derived plasminogen replacement therapy phase 1 clinical trial for the treatment of congenital plasminogen deficiency at the American Society of Hematology annual conference in Orlando, Florida (ASH 2015). The results from the two cohorts of patients enrolled in the phase 1 trial confirmed that Prometic’s plasminogen replacement therapy was safe, well tolerated and without any related serious adverse events. Moreover, there were no plasminogen antibodies detected and the results confirmed the established therapeutic dose of 6 mg/kg.

Small Molecule Therapeutics

January. The Corporation received CTA clearance from Health Canada. Its orally active lead drug candidate, PBI-4050, was approved for the Corporation to commence the clinical trial in patients suffering from metabolic syndrome and resulting Type 2 diabetes.

February. The Corporation’s orally active anti-fibrotic lead drug candidate, PBI-4050, was cleared by Health Canada for the commencent of the clinical trial in patients suffering from IPF, following the CTA clearance by Health Canada.

The Corporation received an orphan drug designation status for its orally active anti-fibrotic lead drug candidate, PBI-4050, for the treatment of IPF from the FDA.

March. The Corporation successfully completed its PBI-4050 phase 1b multi-dose clinical trial in patients with chronic kidney disease. Prometic’s orally active lead drug candidate, PBI-4050, was found to be safe and well tolerated without any serious adverse events reported.

May. The Corporation presented new pre-clinical data at the American Thoracic Society 2015 International Conference held in Denver, USA, on PBI-4050, its orally active anti-fibrotic drug candidate in phase 2 clinical trials for the treatment of IPF. In the gold standard animal model used to emulate pulmonary fibrosis in humans, PBI-4050 performed favorably compared to Nintedanib, one of the two FDA-approved products for such medical use. PBI-4050 significantly reduced the amount of tissue scarring observed in the lungs of non-treated animals. In this model, the combination of PBI-4050 and nintedanib did not provide a synergistic superior outcome, in contrast to the previously reported synergistic and positive effect on reduction of fibrotic markers seen with the combination of PBI-4050 and pirfenidone.

June. The Corporation presented new data at the European Renal Association (ERA) annual meeting in London, UK. The new data confirmed that PBI-4050’s anti-fibrotic effect demonstrated in the kidney in several different animal models has been successfully reproduced in human kidney cell lines during in vitro experiments. The data presented at the ERA annual meeting summarized the effect of PBI-4050 on Normal Human Dermal Fibroblasts (“NHDF”) and Human Epithelial Proximal Tubule Cells (HK-2) (“human kidney cells”) in in vitro experiments designed to simulate fibrosis. PBI-4050 was found to regulate the pro-fibrotic growth factors and the remodeling enzymes in both the NHDF and human kidney cells in the same manner as observed in animals.

 

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August. The Corporation reported clinical data showing its PBI-4050 to be safe and well tolerated in the first 12 metabolic syndrome with associated type 2 diabetes patients, following review of the safety data by the Data Safety Monitoring Board. Prometic proceeded with the enrollment of an additional 24 patients, as planned in the study protocol design.

October. An orphan drug designation status had been granted to the Corporation by the European Commission for its lead drug candidate, PBI-4050, for the treatment of IPF.

Also in October. The CTA for its anti-fibrotic lead drug candidate PBI-4050 in patients suffering from a condition associated with type 2 diabetes and severe multi-organ fibrosis (Alström Syndrome) was cleared by the Medicines and Healthcare Products Regulatory Agency (“MHRA”) in the UK. This is an open-label, single-arm, phase 2 study initially recruiting 20 patients. Each patient will be evaluated against their respective baseline which is very well documented given the severity of their medical condition. The initial treatment period was 6 months with a possibility to extend the study. The objectives of the study were to evaluate the safety and tolerability of PBI-4050, and the effects of PBI-4050 on key organ function, disease progression and inflammatory/fibrotic markers.

December. The Corporation decided to close patient enrollment in its phase 2 open label study of PBI-4050 in patients suffering from type 2 diabetes and metabolic syndrome and to transition to a pivotal placebo-controlled phase 2 study in patients suffering from type 2 diabetes. The Corporation reported the statistically and clinically significant decrease in HbA1c observed in the first 11 patients enrolled who had completed the 12 week study. Overall the patients experienced improved blood glucose control as measured by HbA1c (average decrease of -0.6% p=0.03), with 10 of the 11 experiencing a decrease in HbA1c. In patients with HbA1c values greater than 7.5% at screening, this decrease in HbA1c exceeded 1%, a performance that compares very favorably to drugs already approved for the treatment of diabetes.

Also in December. The Corporation announced its plans to initiate a double-blind placebo controlled phase 2 clinical trial in patients suffering from cystic fibrosis (CF) and related diabetes and liver steatosis. Cystic fibrosis is a condition which affects approximately 70,000 individuals in North America and compromises their pulmonary, pancreatic and hepatic functions. The Corporation reported in February, 2018 that it had terminated its PBI-4050 CF clinical trial as part of its realignment of clinical development activities.

DESCRIPTION OF THE BUSINESS

GENERAL

Prometic’s operations are divided into three distinct business operating segments: the small-molecule therapeutics segment (the “Small-Molecule Therapeutics Segment”), the plasma-derived therapeutics segment (the “Plasma-Derived Therapeutics Segment”) and the bioseparation technologies segment (the “Bioseparations Segment”).

Our management team is a critical component to the execution of our overall strategy and our business model. We have assembled a team with significant experience in drug discovery and development, drug manufacturing, clinical development, regulatory affairs, business development, marketing and sales. We believe these capabilities will improve the chances of successfully executing according to our strategic plan and lead to the fulfillment of our mission to bringing new therapies to heal those with serious and unmet medical needs such as plasminogen deficiencies and IPF.

 

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Small Molecules Therapeutics Segment

The Small Molecule Therapeutics Segment is comprised of two operating subsidiaries. The principal subsidiaries, which operated this segment for the financial year ended December 31, 2017 (the “2017 Financial Year”) are:

 

   

Prometic Pharma SMT Limited (PSMT), based in Cambridge, UK, which operates the Small Molecule Therapeutics Segment for the world (except Canada); and

 

   

Prometic Biosciences Inc. (PBI), based in Laval, Quebec, Canada, which operates the Small Molecule Therapeutics Segment for Canada and performs research and development activities on behalf of PSMT

Our Strategy

The business model for the Small Molecules Therapeutics Segment is for Prometic to develop promising drug candidates such as PBI-4050 and to independently pursue commercialization activities for rare, niche and/or orphan indications for the North American markets and possibly partner or out-license rights to commercialize same in other territories. The Corporation plans to enter into partnerships for other larger medical indications and/or geographical regions requiring a much more substantial local commercial reach and resources.

It is generally not Prometic’s intention to independently undertake late-stage clinical trials (phase 3) in large indications, such as Chronic Kidney Disease (CKD) or Diabetic Kidney Disease (DKD) without the support of a strategic venture or big pharma partner.

The Corporation intends to:

 

   

Develop, obtain regulatory approval and, if approved, commercialize PBI-4050 for the treatment of IPF.

 

   

Develop, obtain regulatory approval and, if approved, commercialize, directly or in partnership, PBI-4050 for the treatment of AS, and if approved, use the evidence of clinical activity in AS patients to expand the use of PBI-4050 and/or its follow-on analogues to treat other large unmet fibrotic diseases such as cardiac pulmonary or kidney fibrosis, NASH or other types of liver fibrosis pulmonary hypertension scleroderma.

Update on August 2017 licensing and partnership transaction; granting Chinese rights to certain Prometic small molecule drug candidates to SRAM

In August 2017, the Corporation entered into a licensing agreement and partnership agreement with Jiangsu Rongyu Pharmaceuticals Co, LTD and Nanjing Rongyu Biothech Co., LTD, affiliates of Shenzhen Royal Asset Management Co., LTD (collectively, “SRAM”), regarding the licensing of the Chinese rights to its small molecules PBI-4050, PBI-4547 and PBI-4425. Having not remitted the funds associated with the license fee and initial milestone payment within the specified payment terms, SRAM was consequently in breach of the license agreement. As a result, Prometic was in a position to exercise its contractual rights and opted to terminate the licensing agreement in March 2018, thereby resulting in the return of all the rights previously conferred under the licensing agreement back to Prometic and making them available to be part of any subsequent licensing transaction. Prometic also notified SRAM of the termination of the partnership agreement.

Moreover, in October 2017, the Chinese government disclosed a series of regulatory measures favourable to foreign companies seeking to commercialize therapeutics in China. These reflect the Chinese government’s aim to change China from a “Me too” to a “Me first” philosophy of drug development and has now turned China into a “strategic” and “vital” market for pharmaceutical companies. Such measures

 

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include changes in the regulatory system allowing the use of clinical data generated outside of China, a faster review process, as well as lower taxes on selected drugs. The mounting strategic interest of the Chinese market expressed by several global pharma companies with whom Prometic is having discussions, and the fact that Prometic believes that it would be in a position to potentially advance IPF in China independently, has contributed to Prometic’s decision to exercise its right to terminate the agreements with SRAM. Prometic believes that termination of the SRAM partnership and holding 100% of the rights for PBI-4050 and analogues for all indications in China keeps all of Prometic’s strategic options open in order to maximise the value of its assets in this very important market.

Pipeline Overview

 

LOGO

Fibrosis and Mechanism of Action

The Small Molecule Therapeutics Segment is a small-molecule drug development business, with a pipeline of product candidates leveraging the discovery of two receptors involved in the regulation of the healing process. Following an injury, the body has the ability to heal and regenerate damaged tissues. If an injury is overwhelming or chronic in nature, the tissue regeneration process will be taken over by the fibrotic process or fibrosis. Fibrosis is characterized by the excessive accumulation of extracellular matrix (ECM) in damaged or inflamed tissues and is the common pathological outcome of many inflammatory and metabolic diseases. Numerous clinical conditions can lead to organ fibrosis and functional failure; in many disorders, acute or persistent inflammation is crucial to trigger the fibrotic response. The production of various profibrotic cytokines and growth factors by innate inflammatory cells results in the recruitment and activation of ECM producing myofibroblasts. There is currently a significant unmet need for therapies that could effectively target pathophysiological pathways involved in fibrosis. Notable examples of medical conditions where fibrosis is at the core of organs losing functionality include: IPF, Chronic Kidney Disease (CKD), NASH and AS.

Prometic has observed that the “up-regulation” of receptor GPR40 concomitant to the “down-regulation” of receptor GPR84 promotes the normal healing process as opposed to promoting the fibrotic process. Prometic’s drug candidates are agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. A manuscript regarding these two receptors was published on February 16, 2018 in the American Journal of Pathology, the official journal of the American Society of Investigational Pathology. The paper entitled “A Newly Discovered Antifibrotic Pathway Regulated by Two Fatty Acid Receptors: GPR40 and GPR84” documents the discovery of an antifibrotic pathway involving these two receptors and the activity of our lead drug candidate PBI-4050. Said publication examines PBI-4050’s ligand affinity in vitro and in vivo for the fatty acid receptors, GPR40 and GPR84. GPR40 and GPR84 are known to be involved in diverse physiological processes related to metabolic regulation and to inflammation, but the fundamental importance of these receptors in the fibrosis pathways had not been recognized until now. In this study, the authors uncovered a novel antifibrotic pathway involving these receptors, showing that GPR40 is protective and GPR84 is deleterious in fibrotic diseases. Importantly, this study also shows that PBI-4050 acts as an agonist of GPR40 and an antagonist of GPR84. Through its binding to these receptors, PBI-4050 can attenuate fibrosis in many injury contexts, as evidenced by the global antifibrotic activity observed in the kidney, liver, heart, lung, pancreas, or skin.

 

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The activity of drug candidates such as PBI-4050 has been observed in over 30 different preclinical models by the Corporation and by other universities or institutions in collaboration with the Corporation, such as Vanderbilt University, University of Ottawa, Université de Montréal, McMaster University and the Montreal Heart Institute. PBI-4050 was also investigated in three separate phase 2 clinical trials, which support the translation of these preclinical results into humans and help pave the way for the initiation of a pivotal phase 3 clinical trial for IPF in the USA. While the Small Molecule Therapeutics Segment has several promising drug candidates, management has thus far focused its efforts on its anti-fibrotic lead drug candidate PBI-4050. With observed signs of clinical activity and a favorable tolerability profile in hundreds of human subjects, Prometic is advancing follow-on analogues of PBI-4050 into clinical development. PBI-4547 and PBI-4425 are amongst such drug candidates earmarked by Prometic to commence phase 1 clinical programs in 2018.

PBI-4050, Prometic’s Lead Compound and Clinical Programs

PBI-4050 is currently the lead clinical compound targeting indications including IPF and AS. PBI-4050 has been granted Orphan Drug Designation by the FDA and the EMA for the treatment of AS as well as for the treatment of IPF. PBI-4050 has also been granted the PIM (Promising Innovative Medicine) designation by the MHRA for the treatment of IPF and AS.

Summary Results of PBI-4050 Results in Three Completed Phase 2 Clinical Studies

Type 2 Diabetes with Metabolic Syndrome (T2DMS)

Some preclinical models used to demonstrate the pharmacological activity of PBI-4050 involve animals who have diabetes, obesity and hypertension, all of which lead to an accelerated rate of fibrosis in the liver, kidney and pancreas and premature deaths. Mouse models studies such as the db/db eNOS-/- mouse model performed at the Vanderbilt University and db/db uni-nephrectomized mouse model performed at Prometic helped support the combined effect of PBI-4050 in reducing fibrosis and macrophages infiltration in fat tissue, in the pancreas, the kidney and in the liver and not only improved the status of these organs and the survival of the animals compared to control, but also significantly improved blood glucose. Given that the demonstration of fibrosis reduction in humans requires trials with long term exposure, the Corporation initiated a first phase 2 trial in patients who present symptoms like the ones described in the db/db eNOS-/- mouse model: Type 2 diabetes with metabolic syndrome (T2DMS). While this is not a medical indication the Corporation necessarily seeks to ultimately target commercially, the purpose of this study was to quickly ascertain whether the pharmacological activity observed in preclinical animal models translated to humans. Particular attention was placed on the blood sugar levels given that this effect should be measurable in a manner of 8 to 12 weeks.

Metabolic syndrome is a major risk factor for cardiovascular disease and for type 2 diabetes and consists of the constellation of central (truncal) obesity, high blood triglycerides, low HDL (“good”) cholesterol, elevated blood pressure, and elevated blood glucose. Obesity is believed to cause a chronic inflammatory state, which leads to insulin resistance and so may in turn result in cardiovascular disease and/or type 2 diabetes. Given the global epidemic of obesity, both in the developed and developing world, metabolic syndrome and its consequences present a serious public health problem. The International Diabetes Federation estimates that in 2015, there were 415 million adult diabetics worldwide, and expects that number to increase to 629 million by the year 20451. The Centers for Disease Control estimates that 1 out of 3 children born in the USA during the year 2000 will develop diabetes during their lifetime2.

 

1 

International Diabetes Federation. IDF Diabetes Atlas, 8th edn. Brussels, Belgium, International Diabetes Federation, 2017.

2 

Narayan, KM Venkat, et al. “Lifetime risk for diabetes mellitus in the United States.” Jama 290.14 (2003): 1884-1890.

 

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This study met its primary and secondary endpoints. In addition to safety and tolerability, the study evaluated the effect of PBI-4050 on metabolic syndrome parameters and on pro-inflammatory/fibrotic and diabetic biomarkers in blood and urine. In this open label Phase 2 clinical trial, PBI-4050 (800 mg) was administered once daily to 24 patients already being treated with “standard of care” drug regimens for a period of 12 weeks. Twelve of these patients were enrolled in an additional 12 weeks extension throughout which the clinical activity and tolerability observed at 12 weeks was also maintained at 24 weeks with no serious drug-related adverse events observed.

The pharmacological activity of PBI-4050 was supported by the clinically significant reduction in HbA1c observed between screening and Week 12. For instance, the 15 patients with a screening (HbA1c) ³ 7.5 experienced a clinically significant mean decrease of – 0.75% (p = 0.0004) while the 9 patients with a screening HbA1c ³ 8.0% experienced a mean decrease of – 0.9% (p = 0.007). The 12 patients who participated in the study’s 12-week extension had a mean HbA1c of 7.7 at screening and experienced a reduction of – 0.8% at week 24.

 

LOGO

The above table shows that the previously mentioned observed improvement in HbA1c was accompanied by a decrease in fasting insulin and C-peptide levels (-19% (p=0.017( and -11% (p=0.028)), respectively, and an increase in adiponectin (+18% (p=0.021)), indicating that the improvement in HbA1c may be, at least in part, explained by a reduction in insulin resistance. This conclusion is further supported by the fact that the patients with the greatest reductions in their HbA1c values had the highest increase in adiponectin levels; higher plasma adiponectin levels are known to protect diabetic patients from vascular complications and to improve their insulin sensitivity.

The study also showed (as also depicted in the table above) that several biomarkers measured in blood or urine of patients (and associated with a high incidence of cardiovascular complications and kidney injury when elevated in metabolic syndrome) were significantly reduced by PBI-4050 after 24 weeks of PBI-4050 treatment.

Alström Syndrome (AS)

Alström Syndrome is chronically debilitating due to permanent blindness, deafness, type 2 diabetes and also life-threatening due to progressive organ failure. To date, no satisfactory method of treatment has been approved in the USA for patients affected by AS. Prometic is currently investigating the effects of PBI-4050 on multiple organs in AS patients in an ongoing, open label, phase 2, clinical study in the UK with plans to expand the clinical program, both in the USA and elsewhere in Europe, once a regulatory pathway has been defined with the FDA and the European Medicines Agency, respectively.

 

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AS is a rare inherited autosomal recessive syndrome characterized by the onset of obesity in childhood or adolescence, type 2 diabetes with severe insulin resistance, dyslipidemia, hypertension and severe multi-organ fibrosis, involving the liver, kidney and heart. AS is also characterized by a progressive loss of vision and hearing, a form of heart disease that enlarges and weakens the heart muscle (dilated cardiomyopathy), and short stature. This AS disorder can also cause serious or life-threatening medical problems involving the liver, kidneys, bladder, and lungs.

As shown in the figure below, the progression of liver fibrosis is much more aggressive in patients with AS than in “typical” metabolic syndrome patients. Non-alcoholic fatty liver disease (“NAFLD”) is the manifestation of metabolic syndrome in the liver. Due to the worldwide obesity epidemic, NAFLD now affects 20–30% of the general population and thus has become by far the most common cause of chronic liver disease.

 

LOGO

The on-going AS study is an open-label, single-arm, phase 2 clinical trial in which the patients are treated with PBI-4050 (800 mg) once daily. Each patient is evaluated against their respective baseline and against their respective historical disease progression trend whenever available, given the severity of their medical conditions. The clinical study has now enrolled 12 patients. Given the evidence of clinical benefit and continuing tolerability, the Data Safety Monitoring Board (DSMB) and Medicines and Healthcare products Regulatory Agency (MHRA) have allowed for two successive extensions of the duration of treatment. The duration of treatment has been extended from the original 24 weeks for an additional 36 weeks, and then once more for a further 12 weeks (total of 72 weeks).

In addition to safety and tolerability primary endpoints, key secondary endpoints in this study include the assessment of the effect of PBI-4050 on liver stiffness using transient elastography (FibroScan®) as well as on the fat content and fibrosis burden in the liver using MRI. In addition, the effect of PBI-4050 on glucose, insulin, and lipid dynamics using the hyperinsulinemic-euglycemic clamp test, the histological appearances seen in fat biopsies as well as the effect on additional pro-inflammatory and inflammatory, fibrotic, diabetic, and obesity biomarkers in blood and urine are also evaluated. The Corporation is pursuing the collection of the results up to 10 years historical patient records documenting the disease course, including MRIs of the heart and FibroScan® results of the liver.

 

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To date, the 12 patients have all received at least 24 weeks of treatment and 10 patients have received ³ 36 weeks, of which 3 patients have received PBI-4050 for more than 72 weeks. PBI-4050’s has been reported to be well tolerated over this extended period. A brief summary of the most significant findings is presented below.

 

LOGO

Fibroscan results from the 10 subjects who received at least 36 weeks of treatment showed a statistically significant improvement in the measure of liver stiffness, from a mean of 10.2 kPa at baseline to a mean of 8.1 kPa at last measurement, an absolute decrease of 2 kPa (p = 0.0219, 95% CI -3.52, -0.46) (Figures 2 & 3). Fibroscan is a non-invasive technique for clinical assessment of liver fibrosis with a high degree of accuracy and reproducibility, especially in patients with established fibrosis (³ F2) (Cassinotto 2016).

 

LOGO

 

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A reduction of liver fibrosis was observed in AS patients evidenced by a FibroScan® score that was reduced or stabilized in 9 out of 10 patients treated for 36 weeks or more.

 

LOGO

FibroScan® measurements for all patients were carried out by a single operator. To increase test reliability, a minimum of 10 valid readings were taken per patient, with a required success rate of at least 60% and an interquartile range of <=30% of the median value.

Liver MRI data also indicated mean reduction of -11% in the T1-corrected score between baseline and last available measurement (p = 0.0195), which supports an improvement of liver fibrosis.

Positive effects on other parameters on the liver have also been observed, namely, treatment with PBI-4050 being associated a mean hepatic insulin resistance reduction as measured by the endogenous glucose production (EGP; mg/kg/min) and mean hepatic insulin index (EGP × fasting insulin.

A key metabolic effect of insulin is to suppress endogenous glucose production (“EGP”) by the liver. Failure of this action is a major contributor to fasting hyperglycemia. EGP is an indicator of hepatic insulin resistance), and data will be presented at the International Liver Conference in April 2018.

In addition to the preliminary evidence of clinical activity observed on liver fibrosis presented above, analysis of the interim cardiac MRI data indicates a reduction of cardiac fibrosis in each patient after initiation of treatment with PBI-4050 (p<0.001). Figure 1 below illustrates the progression of cardiac fibrosis expressed as a percent increase of the MRI score for each patient for whom three years or more of fibrosis data were available, and the reversal of said progression when patients were treated with PBI-4050. The length of the red dashed lines corresponds to the durationof fibrosis data and the length of the green dashed lines to the duration of PBI-4050 treatment for each patient.

 

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LOGO

We also observed a significant reduction of key urine biomarkers of ongoing kidney injury in the 12 patients for whom Week 24 results are available, as shown in the table below.

 

LOGO

Given the encouraging clinical results in the AS patients observed to date, the Corporation plans to meet with the FDA and EMA to discuss the possible regulatory path forward for such indication, and, if feedback is favorable, anticipates expanding its clinical program in AS patients in 2018 to include more specialized centers in the USA and in Europe.

Idiopathic pulmonary fibrosis (IPF)

Idiopathic pulmonary fibrosis (IPF) is a chronic, devastating, and ultimately fatal disease characterized by a progressive decline in lung function. It is a specific type of interstitial lung disease in which the small air sacs of the lung, the “alveoli,” gradually become replaced by fibrotic (scar) tissue and is the cause of worsening dyspnea (shortness of breath). IPF is usually associated with a poor prognosis. The term “idiopathic” is used because the cause of pulmonary fibrosis is still unknown. IPF usually occurs in adult individuals of between 50 and 70 years of age, particularly those with a history of cigarette smoking, and affects men more often than women. IPF affects about 130,000 people in the United States, with about 48,000 new cases diagnosed annually. Approximately 40,000 people with IPF die each year, a similar number of deaths to those due to breast cancer. The 5-year mortality rate for patients with IPF is estimated to range from 50% to 70% of those affected3.

 

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In preclinical models designed to emulate lung fibrosis in humans, PBI-4050 was observed to have significant anti-fibrotic activity. IPF is a very large orphan indication which remains an unmet medical need. While two drugs, nintedanib (OFEV®—Boehringer-Ingelheim) and pirfenidone (Esbriet®—Roche), have been approved for the treatment of IPF, neither drugs have succeeded in stabilizing the patients’ lung function. In addition, these two drugs are known to induce side effects which have limited the use in significant proportion of IPF patients.

In addition exploring the safety and tolerability of that PBI-4050 (800 mg) administered once daily in patients suffering from IPF, the objective of this study was to provide early evidence of clinical benefits of PBI-4050 treatment whether used alone or in addition to either of the current standard of care drugs, nintedanib or pirfenidone. Forty (40) patients were enrolled in the study in six (6) sites across Canada. The baseline characteristics of the patients enrolled in this study were similar to those enrolled in prior IPF randomized controlled studies conducted by other pharmaceutical companies, namely ASCEND and INPULSIS.

Of a total of 40 patients enrolled in the study, 9 patients received PBI-4050 alone, 16 received PBI- 4050 and nintedanib and 15 received PBI-4050 and pirfenidone.

The results of the study showed that the mean change from baseline to Week 12 for Forced Vital Capacity (“FVC”), the total amount of air exhaled during a forced breath, was either positive (+1.9 mL) or nearly unchanged (-12.2 mL) for PBI-4050 + nintedanib and PBI-4050 alone, respectively, but was reduced (-102.0 mL) for PBI-4050 + pirfenidone. PBI-4050 pharmacokinetics were reduced for PBI-4050/pirfenidone, suggesting a possible drug-drug interaction. PBI-4050’s concentration in plasma was found to be sub-therapeutic at 50% of the expected level in patients that received the PBI-4050 and pirfenidone combination. See figure below.

 

LOGO

There were no serious adverse events requiring PBI-4050’s discontinuation. The most frequent adverse event seen in all groups was diarrhea, but this was reported to be less significant in the patients treated with PBI-4050 alone than in the groups receiving either of the currently approved drugs for the treatment of IPF. This study has provided data to support the tolerability of PBI-4050 in IPF patients receiving currently standard of care.

 

3 

Olson, Amy L., and Jeffrey J. Swigris. “Idiopathic pulmonary fibrosis: diagnosis and epidemiology” Clinics in chest medicine 33.1 (2012): 41-50.

 

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Prometic received IND approval from the FDA to commence its PBI-4050 pivotal phase 3 clinical trial in patients suffering from IPF.

Based on feedback from the FDA, Prometic now will undertake an “all comers study”. The enrollment criteria will be greatly simplified so that the study will enroll patients with mild-to-moderate IPF, regardless of whether they are on background standard of care with nintedanib (OFEV®) or not. Therefore, the study will provide efficacy data on both PBI-4050 as a stand-alone agent, and as an add-on to nintedanib, and will be part of the dataset to support a simple, all-inclusive indication “for the treatment of IPF”. Patients will be randomized to receive placebo, or one of two doses of PBI-4050 (800 mg or 1,200 mg) for a total of 52 weeks. An interim analysis will be conducted at 26 weeks. The primary endpoint is the annual rate of decline in forced vital capacity (FVC), the total amount of air exhaled during a forced breath, (expressed in mL) and measured over 52 weeks (mL/year). Patients taking pirfenidone will be excluded because of a known drug-drug interaction between pirfenidone and PBI-4050. See figure below.

 

LOGO

The Corporation expects to initiate this placebo controlled, pivotal phase 3 IPF clinical trial in 2018.

There are several other clinical indications with unmet medical needs that the Corporation is considering pursuing. For instance, the clinical activity observed in the heart of AS patients bodes well for clinical program targeting various cardiomyopathies. Similarly, clinical activity observed on kidney and the liver of T2DMS and AS patients supports the potential expansion of the clinical program in NASH or CKD. Such programs may be pursued with PBI-4050 and/or with follow-on analogues such as PBI-4547 and PBI-4425. These two drug candidates are amongst several analogues that have demonstrated similar or superior performance to PBI-4050 in preclinical models. This portfolio of follow-on analogues provides Prometic with the opportunity to specifically target specific indications with these two drug candidates and expand commercial and partnering opportunities. The manufacturing processes for both PBI-4547 and PBI-4425 have been scaled up to enable the commencement of their respective clinical programs in 2018.

The Corporation intends to fund the development program for the above-mentioned compounds through a combination of funds generated by the bioseparations division as well as plasma-derived therapeutics business segments; funding achieved through strategic partnering with other pharmaceutical companies; and funding through financial partnerships or equity or debt funding initiatives.

 

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Prometic is working towards the development of its the Small Molecule Therapeutics segment with a pipeline of compounds in diverse medical indications, as summarized in the table below:

 

Prometic Compounds

  

Indications

PBI-4050   

•  Idiopathic pulmonary fibrosis (IPF)

 

•  Alström Syndrome

PBI-4050   

•  Other fibrosis-related diseases & rare diseases

PBI-4547   

•  NASH or other liver fibrosis-related diseases

PBI-4425   

•  Scleroderma or other fibrosis-related diseases

Revenues

There was no significant revenue derived from the Corporation’s Small Molecule Therapeutics Segment in the 2016 Financial Year. For financial year ended December 31, 2017 (the “2017 Financial Year”) the revenue is indicated in the table below:

 

Small Molecule Therapeutics Segment Revenues  
Financial Year    2017 Financial Year      2016 Financial Year  

Milestone and Licensing revenues

   $ 19,724      $ 0  

Plasma-Derived Protein Therapeutics

The Plasma-derived Therapeutics Segment is comprised of different operating subsidiaries. The principal subsidiaries are:

 

   

Prometic Bioproduction Inc., based in Laval, Quebec, Canada;

 

   

Prometic Biotherapeutics Inc., based in Rockville, Maryland, USA;

 

   

Prometic Biotherapeutics Ltd., based Cambridge, UK;

 

   

NantPro BioSciences LLC, based in Delaware, USA; and

 

   

Prometic Plasma Resources Inc., based in Winnipeg, Manitoba, Canada.

Our strategy

The Plasma-derived Therapeutics Segment includes our plasma-derived therapeutics platform, which enables the development of our pipeline of biopharmaceutical candidates. This is achieved by leveraging our proprietary affinity technology, which enables a highly-efficient extraction and purification process of therapeutic proteins from human plasma. The Corporation’s primary focus is to develop plasma-derived therapeutics targeting unmet medical conditions and rare diseases in both established and emerging markets.

The Corporation intends to:

 

   

Develop and obtain regulatory approval and successfully commercialize RyplazimTM (plasminogen) in North America independently for the treatment of congenital plasminogen deficiency, if approved.

 

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Develop and obtain regulatory approval and, if approved, commercialize RylazimTM (plasminogen) for the treatment of other indications where the acute plasminogen deficiency is known to be the source of medical complications (e.g. thrombosis, ALI/ARDS, IPF).

 

   

Develop and obtain regulatory approval and commercialize Plasminogen (sub-cutaneous) for hard-to-treat wounds such as DFU and TMP.

 

   

Advance our other plasma-derived drug candidates (e.g. IVIG) through clinical development and leverage our plasma purification platform to discover and develop new drug candidates (e.g. IAIP).

 

   

Build a leading, fully integrated, commercialization organization with a specialized MSL and sales force and focused team.

 

   

Invest in our plasma protein manufacturing and raw material sourcing capabilities.

 

   

Create value through strategic collaborations and indication and/or geographic specific commercial agreements.

Pipeline Overview

 

LOGO

Lead Drug Product Candidate—Plasminogen

Ryplazim (plasminogen) is the first biopharmaceutical expected to be launched commercially by the Corporation pending the review and approval of the BLA (Biologic License Application) submitted to the FDA for the treatment of congenital plasminogen deficiency.

Congenital Plasminogen Deficiency: Patients with congenital plasminogen deficiency experience an accumulation of fibrin growths or lesions on mucosal surfaces throughout the body. Many cases are first diagnosed in the pediatric population, and if left untreated, disease manifestations may be organ-compromising. We determined that there are over 2,000 patients in the U.S. affected by congenital plasminogen deficiency. Congenital plasminogen deficiency would require therapy for life to avoid recurrence of lesions.

In a phase 3 clinical trial for the treatment of congenital plasminogen deficiency, Ryplazim (plasminogen) administered intravenously met its primary and secondary endpoints. In addition to being reported to be well tolerated and without any reported drug related serious adverse events, we observed that our Ryplazim (plasminogen) treatment achieved a 100% success rate of its primary endpoint, namely, a targeted increase in the blood plasma concentration level of plasminogen as a surrogate target. Moreover, we observed that all patients who had active visible lesions when enrolled in the trial had complete healing of their lesions within weeks of treatment, a 100% patient response rate for this secondary endpoint.

 

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We disclosed new long term clinical data in July 2017 regarding the additional 36 weeks treatment period from its pivotal phase 2/3 trial of RyplazimTM (plasminogen). The new data demonstrated that patients treated with plasminogen did not experience recurrence of lesions for a total of 48 weeks. As of March 2018, over 3,200 Ryplazim (plasminogen) infusions have been performed with no reported or tolerability issues related to this longer-term dosing and no reported recurrence of lesions.

Ryplazim (plasminogen) for the treatment of congenital plasminogen deficiency has been granted rare pediatric designation by the FDA which may make it eligible to receive a Priority Review Voucher (PRV) upon regulatory approval by the FDA. Ryplazim (plasminogen) has also been granted Fast Track status by the FDA and has been granted Orphan Drug designation by both the FDA and the EMA.

Update on the status of the FDA’s review of Prometic’s BLA for Ryplazim (plasminogen) and PDUFA action date

The current BLA filing includes the clinical data on 10 patients with 12 weeks of data for an accelerated regulatory pathway. Since filing the current BLA, Prometic has accumulated additional clinical data encompassing more than 3,200 infusions of RyplazimTM (plasminogen) over treatment periods exceeding 48 weeks during which similar clinical activity and tolerability profiles, as previously reported, were observed. The original guidance from the FDA was for Prometic to submit such long-term clinical data in a supplemental BLA in order to secure full licensure in 2019. Full licensure would provide for the long-term efficacy and safety data to be included in the prescribing information of RyplazimTM (plasminogen) which would further support Prometic’s claims of the strong health economics benefit associated with the use of RyplazimTM (plasminogen).

The FDA’s review of the BLA raised no issues regarding the clinical data for the accelerated approval. The FDA has, however, identified the need for Prometic to make a number of changes in the Chemistry, Manufacturing and Controls (CMC) section of its BLA. These changes require the implementation and validation of additional analytical assays and “in-process controls” in the manufacturing process of RyplazimTM (plasminogen). While Prometic is expecting to complete said implementation and validation in April 2018, it will be necessary to manufacture additional RyplazimTM (plasminogen) lots to support the implementation and validation of these process changes.

Prometic expects to complete the manufacturing of the additional validation lots in the summer of 2018 and anticipates being able to provide the FDA with such new CMC data for its review in the fourth quarter of 2018, which is beyond the Prescription Drug User Fee Act (PDUFA) date of April 14, 2018. The FDA requested that such CMC data be submitted as an amendment to the current BLA and has invited Prometic to also submit the long-term (48-week) clinical data at the same time instead of through the originally agreed upon supplemental BLA process. This will allow the FDA to consider granting full-licensure under the current BLA. If granted, this is expected to allow a faster sales ramp-up from launch than could have been achieved had provisional licensure been obtained by the current PDUFA date. The Company continues to interact with the FDA and will provide a further update when it is in a position to disclose a new PDUFA date.

The FDA indicated that the submission of the new CMC data will not impact the previously granted designations, including the Priority Review Status, the Orphan Drug Designation and the Rare Pediatric Disease Designation for RyplazimTM (plasminogen) for the treatment of congenital plasminogen deficiency.

In anticipation of the commercial launch of Ryplazim (plasminogen) in the USA and Canada, if approved, the Corporation has started to build out its commercial foot print with the hiring of seasoned medical science liaisons (MSLs) and a salesforce. In addition to providing a full “concierge” service for congenital plasminogen deficient patients requiring lifetime home infusion of Ryplazim (plasminogen), if and when granted marketing approval, the Corporation will also focus on sales thereof to tier-1 hospitals across the USA and Canada. This represents an estimated 120 hospitals with over 500 beds, intensive care units and trauma care units which deal with the majority of severely compromised patients with congenital plasminogen deficiency.

 

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Ryplazim (plasminogen) in critical care indications associated with acquired plasminogen deficiencies

The Corporation plans to initiate a series of additional clinical programs to assess the potential of Ryplazim’s (plasminogen) to address unmet medical needs and fatalities associated with “acquired plasminogen deficiencies”. Such acquired plasminogen deficiencies occur in some medical conditions such as ARDS or in diabetic patients with uncontrolled and elevated blood glucose. ARDS affects 190,000 Americans every year with a 30%-40% annual mortality rate, and it is documented in literature that one of the complications in these patients is the accumulation of fibrin / fibrous material in the lungs4. Preclinical models have demonstrated that treatment with plasminogen helps overcome the accumulation of fibrin.

In an animal model that emulates pulmonary fibrosis in humans, we observed that Prometic’s Ryplazim (plasminogen) performed favorably compared to recently approved IPF drugs to treat this condition (see the figure below). Ryplazim (plasminogen) was associated with significantly reduced tissue scarring (% collagen) in the lungs, indicating the potential for providing clinically significant improvement and stabilization in lung function.

 

LOGO

The fibrinolytic systems play a central role in wound healing and tissue repair, a process believed to be abnormal within the IPF affected lung. Animal models of pulmonary fibrosis have demonstrated an imbalance between thrombosis and fibrinolysis within the alveolar compartment, a finding that is also observed in IPF patients. Prometic plans to evaluate whether Ryplazim (plasminogen) can help lung function of IPF patients during acute exacerbation episodes which would be both complementary to anti-fibrotic chronic therapy and addressing an unmet medical need in the IPF patient population.

We observed that Ryplazim (plasminogen) performed equally well in another preclinical model where an acute lung injury was induced by the administration of L-Arginine. As shown below, the treatment group was observed to have lung histology scores at the same level as the control group, which did not have lung injury.

 

 

4 

Gordon D., et al. “Incidence and outcomes of acute lung injury.” New England Journal of Medicine 353.16 (2005): 1685-1693.

 

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LOGO

The Corporation plans to initiate clinical programs in North America for the potential use of Ryplazim (plasminogen) for the treatment of acute exacerbations in patients with ARDS or IPF. Ryplazim (plasminogen) was granted Orphan Drug and Fast Track Designations by the FDA for the treatment of IPF.

The Corporation is initiating clinical trials to evaluate Plasminogen (sub-cutaneous) administration near topical wounds to determine its safety and ability to facilitate the complete healing of otherwise hard-to-treat wounds. Wounds are known to be difficult to heal in certain diabetic patients, and elevated blood sugar level has been shown to greatly reduce the activity of plasminogen. Clinical trials in patients with diabetic foot ulcers (DFUs) and in patients with tympanic membrane perforations (TMPs) are initiating in Sweden. We received in the fourth quarter of 2017 from the Swedish Medical Products Agency (MPA) two CTA approvals to commence the following two trials:

 

   

a Phase 1b/2 clinical trial of its Plasminogen (sub-cutaneous) therapy in patients suffering from DFUs; and

 

   

a Phase 1b/2 clinical trial of its Plasminogen (sub-cutaneous) therapy in patients suffering from chronic TMPs.

Plasminogen (sub-cutaneous) – DFUs: Diabetic foot ulcer is a major complication of diabetes mellitus, and probably the major component of the diabetic foot. Wound healing is an innate mechanism of action that works reliably most of the time. A key feature of wound healing is stepwise repair of lost extracellular matrix (ECM) that forms the largest component of the dermal skin layer. But in some cases, certain disorders or physiological insult disturbs the wound healing process. Diabetes mellitus is one such metabolic disorder that impedes the normal steps of the wound healing process. Many studies show a prolonged inflammatory phase in diabetic wounds, which causes a delay in the formation of mature granulation tissue and a parallel reduction in wound tensile strength.

The Phase 1b/2 DFU clinical trial is a prospective, dose escalation study of the safety, feasibility and initial efficacy of subcutaneous plasminogen for the treatment of DFU in 20 adult subjects. The study will be conducted in one study center in Sweden, under the supervision of Dr. Jan Apelqvist, an expert in the field of diabetic foot ulcers and hard to treat wounds from the Department of Endocrinology, Division of Clinical Sciences at Skane University Hospital in Malmö, Sweden.

 

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Plasminogen (sub-cutaneous) – TMPs: A tympanic membrane perforation is essentially a hole in the eardrum, which can result from ear infections, injury, and previous surgery such as ventilation tube placement. In addition to hearing loss, eardrum perforations can result in ear infection and drainage.

The chronic TMP clinical trial is a dose escalation, randomized, placebo-controlled study designed to investigate the safety, feasibility and initial efficacy of local injections of a novel and proprietary plasminogen formulation for the treatment of chronic tympanic membrane perforation. Up to 33 adult patients are expected to be enrolled. The study will be conducted at a single center in Sweden, under the supervision of Dr. Cecilia Engmér Berglin, MD, PhD from the Department of Otorhinolaryngology at Karolinska University Hospital in Stockholm, Sweden. The Karolinska University Hospital is one of the largest ear/nose/throat center in the world.

IVIG for the treatment of Primary Immunodeficiencies Disorder (PIDD). IVIG is the second biopharmaceutical arising from the plasma-derived therapeutics platform that is expected to be launched commercially, if approved. Currently being studied in a non-inferiority pivotal phase 3 open label, single arm, two-cohort multicenter clinical trial that is investigating the safety, tolerability, efficacy and pharmacokinetics of our plasma purified IVIG in a total of 75 patients suffering from PIDD, including 50 adults (cohort 1) and 25 children (cohort 2). The ongoing non-inferiority phase 3 clinical trial for IVIG in adults is expected to be completed in the first quarter of 2018 followed by the pediatric cohort completion in the first quarter 2019.

Primary immunodeficiencies are disorders in which part of the body’s immune system is missing or does not function normally. To be considered a primary immunodeficiency, the cause of the immune deficiency must not be secondary in nature (i.e., caused by other disease, drug treatment, or environmental exposure to toxins). Most primary immunodeficiencies are genetic disorders; the majority are diagnosed in children under the age of one, although milder forms may not be recognized until adulthood. While there are over 100 recognized PIDDs, most are very rare. About 1 in 500 people in the United States are born with a primary immunodeficiency5. Immune deficiencies can result in persistent or recurring infections, autoinflammatory disorders, tumors, and disorders of various organs. There are currently no cures for these conditions; treatment is palliative and consists of managing infections and boosting the immune system.

The Corporation plans to file a New Drug Submission (NDS) with Health Canada and a BLA with the FDA for IVIG in due course. Once approved for sale, Prometic’s production of IVIG will be paired with the production of plasminogen, thus contributing to a higher revenue per liter of plasma processed.

NantPro, a subsidiary of the Corporation, is the entity responsible for commercializing e IVIG for treatment of primary immunodeficiency diseases in the USA, if approved. These exclusive commercialization rights for IVIG for PIDD in the USA were granted pursuant to a license agreement entered between NantPro and its sister company, PBT, in 2012. PBT has also since then been providing development services for NantPro consisting of pre-clinical and regulatory activities, such as filing of the IND for IVIG for treatment of PIDD as well as preparing for and overseeing the on-going phase 3 clinical trial. NantPro and PBT also entered in an exclusive manufacturing and supply agreement in 2012 whereby NantPro would obtain 100% of its IVIG supply by PBY or an affiliate thereof on its behalf.

Inter Alpha-One Inhibitor proteins (IAIP) for the treatment of Necrotising Enterocolitis in Neonates (NEC): Inter Alpha-One Inhibitor proteins (IAIP) is the third biopharmaceutical arising from the plasma-derived therapeutics platform that is expected to be launched commercially, if approved. It is currently in the pre-clinical development phase and the Corporation’s intent is to file an IND with the FDA in 2019.

Necrotizing enterocolitis (NEC) is a devastating inflammatory bowel condition that affects predominantly premature infants. NEC can ultimately destroy the wall of the bowel (intestine) and lead to perforation of the intestine and spillage of stool into the infant’s abdomen, which can result in an overwhelming infection and death. The cause of NEC is not well understood but appears to involve bacteria, injury to the bowel

 

5 

Lim, Megan S., and Kojo SJ Elenitoba-Johnson. “The molecular pathology of primary immunodeficiencies.” The Journal of molecular diagnostics: JMD 6.2 (2004): 59.

 

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lining, inadequate oxygen supply to the bowel, and an abnormal immune response. Overall, NEC affects an estimated 8,000-12,000 live births each year in the USA. The disease has been reported to affect about 11 percent of very low birthweight infants born before 29 weeks of age. Mortality rates are high and range from about 15% to 30%6.

NEC is the most commonly acquired gastrointestinal disease diagnosed in premature neonates and is one of the leading causes of death in neonatal intensive care units. The economic cost of NEC is high, accounting for approximately 19% of neonatal expenditures and an estimated $5 billion per year for hospitalizations in the United States alone. Even when surgery can be avoided, the average cost of hospitalization has been estimated at around $73,000, with a length of stay exceeding 22 days longer than that for other premature infants. However, if surgical care is required, there is an average additional cost of approximately $186,000, and infants require a length of stay 60 days longer than other premature infants5.

Prometic’s IAIP for the treatment of NEC has been granted rare pediatric designation by the FDA which may make it eligible to receive a Priority Review Voucher (PRV) upon regulatory approval by the FDA. IAIP for the treatment of NEC has also been granted Fast Track status by the FDA and has been granted Orphan Drug designation by the FDA.

Other Plasma-Derived Therapeutics

Prometic has developed processes to recover and purify several other proteins from plasma including fibrinogen, Alpha1 antitrypsin, albumin and C1 esterase Inhibitors. We expect that several of these proteins and others for which their respective bioseparation process are under development, will eventually be advanced for clinical development. The Corporation has however elected to prioritize the advancement of multiple indications for its first anticipated plasma-derived product, Ryplazim (plasminogen) and its Plasminogen (sub-cutaneous) as a means to accelerate revenue growth generated by the anticipated commercial launch of Ryplazim (plasminogen) and IVIG, if these products receive their respective regulatory approvals.

Plasma Collection and Processing

PBP operates in Laval, Quebec—Prometic’s plasma processing facility where we transfer the plasma protein purification methods developed at our Rockville, Maryland laboratories to a commercial-scale production facility and manufacture plasma-derived therapeutics to be used in our current and future clinical trials as well as for some commercial product sales, if the product is approved. The Laval facility also serves as a blueprint for the plasma manufacturing operations at our partner’s, Emergent BioSolutions (“Emergent”), facility in Winnipeg, Canada and for potential future plants, as well as a technological showroom and training center.

With Ryplazim (plasminogen) and IVIG both slated for production at our Laval facility and at the Emergent plasma purification plant in Winnipeg, and with several other plasma derived therapeutics earmarked for further development, we are continuing to evaluate our options to render our product development activities more efficient. Accordingly, Prometic is continuing to refine its plan concerning Telesta’s manufacturing facilities in Belleville, Ontario and Montreal, Quebec with respect to their possible integration and use in plasma-derived therapeutics business.

We continue to evaluate our production needs and plans to be able to supply the eventual market demand as well as the demand for clinical product. To support the commercial product launches and the advancement of additional therapeutics, we intend to use the Pointe-Claire and Belleville plants, acquired in the Telesta acquisition. As the Laval and CMO facilities are now dedicated to the production of plasminogen and IVIG, the Labrosse facility will be used to assist the scale up of the manufacturing process before moving to a cGMP production facility. The Belleville facility is expected to eventually manufacture therapeutics by complementing Laval and Winnipeg facilities.

 

6 

Gephart, Ms Sheila M., et al. “Necrotizing enterocolitis risk: state of the science.” Advances in Neonatal Care 12.2 (2012): 77.

 

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Prometic’s plasma collection center is an FDA and Health Canada licensed, EMA compliant and International Quality Plasma Program (IQPP) certified plasma collection facility conveniently located in close proximity to the existing Emergent Winnipeg based cGMP manufacturing facility. It allows for strategic sourcing of raw material for PPPSTM platform. It also allows PPR to use it as a blueprint to expand collection centers in Canada and in the USA. It allows for sale of specialty plasma and blood products (i.e.red blood cells). PPR is the entity responsible for securing Prometic’s plasma requirements necessary to extract the valuable proteins, which are currently under development, in clinical trials and in pre-commercialization phases. The plasma securing strategy is key to ensuring a steady reliable flow of raw material to be processed via Prometic’s PPPSTM purification technology. In 2017, PPR has continued to focus on expanding its plasma donor base.

Revenues

 

Plasma-Derived Protein Therapeutics Segment Revenues  
Financial Year    2017 Financial Year      2016 Financial Year  

Revenue from the sales of goods

   $ 1,469      $ 1,504  

Revenue from the rendering of services

   $ 120      $ 1,034  

Rental revenue

   $ 901        —    

Bioseparations Segment

Biopharmaceutical products encompass a wide range of biologically derived materials including recombinant proteins and plasma derived proteins. Recombinant proteins, unlike their human plasma counterparts, are produced in non-human hosts and undergo intensive purification to remove host cell-derived impurities. The biopharmaceuticals market is now more than $200 bn (USD) and forecasted to exceed $300 bn (USD) by 20197. Monoclonal antibodies (MAbs) are the largest class of recombinant by value and represent approximately 60% of the total biopharmaceuticals market.Other proteins in the recombinant protein market include growth factors, cytokines, hormones, fusion proteins, blood factors, vaccines, and therapeutic enzymes. Most biopharmaceutical products require extensive purification to meet the requirements of pharmaceutical regulators and chromatography is the mainstay of most downstream purification processes. The 2016 global market for process chromatography resins, columns and skids used in biopharmaceutical manufacturing was estimated to be $2.42 bn (USD), comprising $1.82 bn (USD) for resins and $0.55 bn (USD) for columns & skids8.. This market is growing at 10.5% CAGR and projected to reach $2.96 Billion by 2018.

Prometic has been historically known to industry leaders for its expertise in bioseparation, specifically for chromatography adsorbents used for large-scale purification of biologics and the elimination of pathogens. However, Prometic has also leveraged its own industry leading bioseparation technologies and products (e.g. its affinity chromatography technology) to develop a highly efficient extraction and purification process of therapeutic proteins from human plasma in order to develop plasma-derived protein therapeutics and orphan drugs targeting unmet medical conditions and rare diseases. Prometic’s proprietary PPPSTM manufacturing process works off its bioseparation technology and allows for superior extraction and recovery capabilities of such valuable proteins from plasma.

 

7 

Mordor Intelligence, Global Biopharmaceuticals Market—Segmented by Type of Products and Applications – Growth, Trends and Forecasts (2018—2023), February 2018.

8 

TriMark Publications, Bioseparation Systems for Global Biopharmaceutical Markets – Trends, August 2013.

 

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The Bioseparations Segment is comprised of different operating subsidiaries. The principal subsidiaries, which operated this segment for the 2017 Financial Year are:

 

   

Prometic Bioseparations Limited (PBL), based in both Isle of Man and in Cambridge, UK, which develops, manufactures and supplies chromatography adsorbents and columns to its affiliates and third parties; and

 

   

Prometic Manufacturing Inc. (PMI), based in Joliette, Quebec, Canada, which, along with PBL, manufactures the agarose beads (Purabead®) that serve as a platform and base matrix for many of PBL’s chromatography products.

Our bioseparation technologies enable the targeted capture of proteins directly from biological source materials to provide a highly-efficient and cost-effective manufacturing processes for biopharmaceutical products. We sell our chromatography media to biopharma companies, which enables them to purify proteins, remove impurities and pathogens, reduce manufacturing costs and increase the yield of their therapeutic products. We currently have the capability to produce approximately 35,000 liters of bioseparation media per year to cGMP standard. In addition to chromatography adsorbents, PBL now also supplies chromatography columns (Evolve) for development and small-scale manufacturing applications and has recently launched pre-packed disposable columns (EvolveD) aligned with the upsurge of interest in continuous biomanufacturing processes. We expected that the revenues from the sale of our bioseparation and products will continue to contribute toward offsetting the costs of developing our small molecule and plasma-derived drug candidates.

The Corporation’s bioseparation products incorporate from its various affinity ligand platforms (e.g. Mimetic Ligands platform) and peptide-based ligands and its support matrices (Purabead®) to provide chromatography adsorbents for use in the capture and purification of protein therapeutics. A number of these bioseparation products are targeted at specific proteins such as the affinity resins that form the backbone of the PPPS process (specific affinity adsorbents for the capture of proteins such as clotting factors, plasminogen, fibrinogen, IVIG, alpha-1-antitrypsin and albumin); resins for the purification of recombinant albumin and albumin-fusion proteins (Mimetic Blue® SA and Albupure®), resins for the purification of polyclonal antibodies and related antibody fragments (Mabsorbent®, Fabsorbent) and Insulin Adsorbent for the purification of Insulin and Insulin analogues. Other products target the capture and purification of certain groups of proteins such as glycoproteins (Aminophenyl boronate resins) and proteases (p-Aminobenzamidine resins). The Corporation also has products which target the capture and removal of certain types of contaminants such as endotoxin (Etoxiclear), prions (Prioclear) and isoagglutinins (Isoclear), in addition to more generic products for general purification and polishing applications such as Ion-exchange resins, Hydrophobic Interaction adsorbents, Mimetic Ligand adsorbents and chromatography column hardware & screening kits. The Corporation also supplies a variety of custom products to clients who pay us to develop, manufacture and supply chromatography adsorbents for client-specific applications.

Our Strategy

Partnership agreements concluded over the past decade have enabled Prometic to position itself as a key player in the biopharmaceutical purification market. In creating such relationships, the Corporation’s goal is to maximize its value, all the while obtaining significant third party endorsement of Prometic’s technology. Prometic’s strategy for this business segment is to continue to intends to increase its customer base for its bioseparation products and services and to partner with pharmaceutical and biopharmaceutical companies to improve the manufacturing of their own therapeutics. Moreover, Prometic intends to focus its R&D and technical programs in support of its own biopharmaceutical products such as RyplazimTM (plasminogen) and IVIG.

Prometic’s innovations in the area of bioseparation technology have created three potential revenue paths: (i) sale of bioseparation products and services, (ii) development and out-licensing of purification technology to drug manufacturers; and (iii) licensing and supply of technology for use in the manufacture of safer blood-derived products.

 

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Our Products

Prometic’s bioseparation technologies and products enable the purification of biopharmaceuticals and assist in their efficient manufacture. At least 14 different products developed by our customers and licensees with the assistance of Prometic’s purification technologies have been approved by regulatory bodies thus far, including the EMA and FDA. These customers and licensees are well-known names in the pharmaceutical and biopharmaceutical industries. As the R&D and manufacturing activities of Prometic’s clients increase, Prometic expects product sales to increase and for additional new products to enter the market. Management believes the Corporation is well-positioned to meet this demand by virtue of the strategic investments it has made in its production facilities. This evolution represents important growth and an established expanding revenue stream for Prometic.

Prometic believes that as it continues to implement its PPPSTM process, this will increase the need for Prometic’s bioseparation products. Prometic believes that PPPSTM platform-based facilities, such as the Laval facility and Emergent facility, facility will increase the number of products being eventually approved, having been manufactured, in part, using its bioseparation technology.

Revenues

The following table indicates, for each of the two most recently completed financial years, the revenues for each category of products or services that accounted for 15% or more of the Corporation’s total consolidated revenues for the applicable financial year derived from sales to third party customers by the Corporation’s Bioseparations Segment:

 

Bioseparations Segment Revenues  
Financial Year    2017 Financial Year      2016 Financial Year  

Revenue from the sales of goods

   $ 14,992      $ 11,388  

Revenue from the rendering of services

   $ 1,810      $ 2,337  

COMPETITIVE CONDITIONS

The biopharmaceutical industry is extremely competitive. Prometic competes with companies that produce similar or identical biopharmaceutical products or that propose different products and approaches to the treatment of the same diseases. Many of these companies have greater resources than Prometic. Accordingly, no assurance can be given that products developed by these other companies or that their equivalent technologies will not affect Prometic’s competitiveness.

Management believes Prometic’s competitive edge resides in the following: its ability to apply its proprietary novel and proprietary technology and know-how to a wide range of therapeutic products and diseases. It has developed two proprietary drug discovery platforms which have each produced a number of proprietary drug candidates which are currently in late stage development (i.e. phase 3). Each of those late stage drug candidates can potentially address niche, orphan-type diseases as well as larger indications currently underserved. It can leverage the same APIs and manufacturing know-how to develop and investigate various disease indications for the same drug candidates; it has developed expertise and strong KOL networks in various health franchises, which can be addressed by its therapeutics (e.g. IPF which could potentially be treated if approved with both RyplazimTM (plasminogen) and PBI-4050). Finally, Prometic’s competitive edge resides in the fact that it has multiple opportunities to leverage its expertise in protein mimetics and medicinal chemistry to develop and build on an established pipeline of therapeutic products that target unmet medical needs where standard therapies are either in limited supply or economically burdensome.

 

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RAW MATERIALS, COMPONENTS

Prometic mostly depends on third parties for the sourcing of raw materials, components or finished products for Prometic’s various products. Prometic believes that alternative sources of supply for such raw materials, components or finished products exist. However, any change in Prometic’s suppliers could have a significant impact on Prometic’s ability to complete certain projects and, accordingly, would affect its projected commercial and financial growth. While other potential alternative suppliers of raw materials and components have been identified or are being determined, they must first pass intensive validation tests to ensure their compliance with our product specifications. No assurance can be given regarding the successful outcomes of such tests or the ability of Prometic to secure alternate sources of supply of such raw materials components or finished products at competitive pricing.

INTELLECTUAL PROPERTY RIGHTS

Prometic owns and controls the intellectual property in the vast majority of its technologies, products and potential drug candidates, giving Prometic the option to develop and eventually commercialize its products in various geographies, to develop new formulations and to select CMOs and CROs of its choice. Prometic’s intellectual property rights include its trademarks, patents and patent applications, regulatory dossiers, manufacturing and process know-how. Prometic’s intellectual property portfolio has been built in large part from in-house technology and product research and development over the past 20 years as well as strategic relationships and joint ventures with reputable partners such as American National Red Cross. In addition, Prometic has a number of exclusive in-licensing arrangements with third parties under which Prometic licenses territorial rights to strategic technologies, patents and related know-how.

Prometic’s approach regarding its intellectual property portfolio is to file and/or license patents and patent applications as appropriate and to obtain patent protection in at least the major pharmaceutical markets, including the US, major European countries, Japan, and Canada. Prometic also relies on trade secrets, proprietary unpatented information, trademarks and contractual arrangements to protect its technology and enhance its competitive position. Prometic currently has a patent estate comprised of exclusively owned and in-licensed patents and patent applications. The patent portfolio includes patents and patent applications claiming compounds, pharmaceutical compositions, nutraceuticals, processes, and methods for treating diseases, disorders, or conditions.

PBI-4050

Prometic’s PBI-4050 program is covered by a large patent portfolio comprised of issued patents, as well as allowed and pending patent applications. The main patent family, incorporating composition-of-matter and method of treatment claims for a broad array of derivative compounds, has been granted in the United States, Europe, China, Japan, Russia and in many other countries, and is on the way to being granted in other major pharmaceutical markets. The main patent family provides protection from generics until at least 2030 and some other families within the patent portfolio provide additional protection beyond 2034.

Regulatory Exclusivity

The regulatory regimes of certain countries such as the United States and Canada provide market exclusivity for a pharmaceutical product once approved. Data protection provides a person or entity with protection against third parties who may wish to commercialize a product similar to an approved product.

In the United States, the Drug Price Competition and Patent Term Restoration Act of 1984, also known as the Hatch-Waxman Act, awards, in certain circumstances, non-patent marketing exclusivities to pioneer drug manufacturers. The Hatch-Waxman Act provides five years of non-patent marketing exclusivity within the United States to an applicant who gains approval of a NDA for a “new chemical entity,” a drug for which the FDA has not previously approved any other new drug with the same active moiety, which is the molecule or ion responsible for the action of the drug. This marketing exclusivity generally prevents the FDA from approving, in certain circumstances, any abbreviated new drug application, or ANDA, for a generic drug or any 505(b)(2) NDA that references the pioneer drug product.

 

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In the United States, distinct from exclusivity for drug products, biological products, such as toxins and serums, may be eligible for non-patent exclusivity. Specifically, the Biologics Price Competition and Innovation Act of 2009, or the BPCI Act, amended the Public Health Service Act to provide an abbreviated licensure pathway for biological products, or 351(k) application, shown to be biosimilar to, or interchangeable with, an FDA-licensed biological reference product. In turn, the BPCI provides a 4-year exclusivity period from the date of first licensure of the reference product, during which a 351(k) application referencing that product may not be submitted. In addition, FDA may grant a 12-year exclusivity period from the date of first licensure of the reference product, during which approval of a 351(k) application referencing that product may not be made effective. For the first biological product determined to be interchangeable with the reference product for any condition of use, the agency may provide a period of market exclusivity, during which a second or subsequent biological product may not be determined interchangeable with that reference product. However, unlike the process for drug products, FDA will not grant exclusivity for supplements or changes to the reference biological product. Like drug products, biologic products can receive 7 years of market exclusivity for an orphan indication. Finally, FDA may issue an additional 6 month an exclusivity period for certain biological products for which pediatric studies are conducted.

PBI-4050 would be expected to benefit from 7 years of market exclusivity in the United States from the approval date.

RyplazimTM (plasminogen) would be expected to benefit from 7.5 years of market exclusivity in the United States from the approval date.

In Canada, the Food and Drug Regulations provide an eight year market exclusivity period to a Notice of Compliance holder who markets an innovative drug in Canada (including a biological drug).

In Europe, when a marketing authorisation for a product is issued by the EMA, the approved product (including a biological product) benefits from 10 years of market exclusivity.

Our Trademark Portfolio

RyplazimTM is our trademark, in the process of being registered in the United States, Canada and Europe, under which Prometic intends to commercialize plasminogen for the treatment of plasminogen congenital deficiency in those countries, if approval is received from the relevant regulatory authorities.

Other Intellectual Property Portfolio

Our portfolio of intellectual property contains additional trademarks, pending trademark registrations and domain names associated with our trademarks and pending trademark applications.

Our Policy on Intellectual Property

Our intellectual property practice is to keep all information relating to proprietary compounds, inventions, improvements, trade secrets, know-how and continuing technological innovation confidential and, where practicable, file patent and trademark applications. In particular, as part of our intellectual property protection practice, we, where we deem practicable and commercially reasonable:

 

   

perform surveillance of third party patents and patent applications in order to identify any third party patent or third party patent application which, if granted, could be infringed by our activities;

 

   

file patent applications for any new and patentable invention, development or improvement in the United States and in other countries;

 

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prosecute all pending patent applications in conformity with applicable patent laws and in a manner that efficiently covers our activities;

 

   

file trademark applications in countries of interest for our trademarks

 

   

register domain names whose addresses include our trademark names; and

 

   

maintain our intellectual property rights by paying government fees as may be necessary to ensure such rights remain in force.

PRODUCT DEVELOPMENT

Prometic has made significant investments over the last twenty years in the development of its proprietary technologies, its small molecule and plasma-derived therapeutics platforms and the drug candidates arising therefrom. These investments and in-house development strategy has allowed the Corporation to be flexible in its approaches and adaptive when needed as well as retraining control over intellectual property rights and the potential commercial upside thereon. Furthermore, it allows Prometic to develop the necessary skill sets internally on both the development of manufacturing processes as well as drug development (pre-clinical and clinical) in various disease indications as it continues to drive towards its goal of becoming a fully integrated speciality biopharmaceutical company. Notwithstanding the foregoing, the Corporation believes that it is important to have a balance between in-house product development and outsourcing same or partnering such activities. Developing products internally provides greater control over the pace of development and the potential for higher commercial returns. Finally, pursuing the development and commercialization phase in partnership with other companies (especially for specific indications and/or geographic regions) is also interesting for the Corporation because it provides continuous external validation of Prometic’s technology and possibilities of short and long term revenues from fees collected at the initiation of the partnership as well as via milestones payments and royalty streams.

RESEARCH AND DEVELOPMENT

Prometic’s R&D strategy is to focus on discovering and developing novel therapeutic drug candidates for which a proprietary IP position can be sought, which is in line with its mission statement. As described in the above-section, the Corporation conducts most of its R&D internally. However, once it has secured its proprietary position, Prometic does enter into various research relationships with reputable academic institutions to validate its internal results and assist in the furtherance of such fields. Prometic’s strategy for funding research and development (R&D) activities is to finance same via the formation of strategic alliances with pharmaceutical and biopharmaceutical companies, debt and equity, financings as well as grants or R&D tax credits for such purposes. During the course of the 2017 Financial Year, Prometic invested approximately $101.9 million in R&D, of which $5.7 million9 were refundable.

ENVIRONMENTAL PROTECTION

Prometic produces a certain amount of chemical waste in its R&D and manufacturing activities that is removed in accordance with applicable environmental protection standards by companies that specialize in hazardous waste management. Prometic’s research laboratories generate radioactive waste that is also removed by companies that specialize in hazardous waste management, in accordance with strict internal procedures and applicable regulatory requirements. Compliance with such requirements is not expected to have a significant effect on Prometic’s competitive position.

 

9 

Represents R&D tax credits recognized by the Corporation in the consolidated financial statement for the year-ended December 31, 2017 for R&D performed in Canada and in the U.K. for the financial years 2015, 2016 and 2017.

 

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EMPLOYEES

Prometic has highly-qualified employees with specialized backgrounds in the relevant scientific fields. These relationships enables Prometic to gain access to an extended knowledge base. Prometic has also recruited experienced professionals in the area of business development, finance, sales, marketing, clinical/regulatory, accounting, human resources and drug manufacturing. On a consolidated basis as at December 31, 2017, Prometic had 480 employees in research and production facilities in Canada, the USA, the Isle of Man and the UK as well as marketing and project management presence in the USA, Europe and Asia. Further, Prometic complements its work force with experienced consultants in various relevant fields.

RISKS AND UNCERTAINTIES RELATED TO PROMETIC’S BUSINESS

Investors should consider the following risk factors, which are inherent to the Corporation and affect its business, and other information contained in this Annual Information Form, before deciding to purchase securities of the Corporation. If any of the following risks occur, the business, financial condition and operating results of Prometic could be adversely affected. As a result, the trading price of the Corporation’s securities could decline and investors could lose part or all of their investment.

The risks and uncertainties described below are those we currently believe to be material, but they are not the only ones we face. If any of the following risks, or any other risks and uncertainties that we have not yet identified or that we currently consider not to be material, actually occur or become material risks, our business, prospects, financial condition, results of operations and cash flows and consequently the price of the Common Shares could be materially and adversely affected. In all these cases, the trading price of the Common Shares could decline, and you could lose all or part of your investment. There is no assurance that risk management steps taken will avoid future loss due to the uncertainties described below or other unforeseen risks.

The commercial success of the Corporation depends largely on the development and commercialization of its products derived from its small molecule therapeutics and plasma-derived therapeutics platforms.

The commercial success of the Corporation depends largely on the development and commercialization of its products derived from its small molecule therapeutics and plasma-derived therapeutics platforms. The failure by the Corporation to do so will have a material adverse effect on the Corporation. The Corporation’s focus in its small molecule therapeutics’ has been on development and partnering activities for PBI-4050 and/or analogs thereof in which it has invested a significant portion of its financial resources and time. Although the Corporation has other compounds and analogs, most are at earlier stages of development.

The Corporation’s focus on its plasma-derived therapeutics segment has been on the development of RyplazimTM (plasminogen) for the treatment of congenital plasminogen deficiency, the preparation of its commercial launch in the USA and on the development of RyplazimTM (plasminogen) and Plasminogen (sub-cutaneous) for other follow-on indications, such as severe burns, and TMPs/DFUs, respectively. The Corporation has also focused on the development of its IVIG product, a late-stage phase 3 clinical asset for the treatment of PIDD as well as the pre-clinical development of other plasma-derived therapeutics, such as IAIP, for the treatment of Necrotizing Enterocolitis (NEC) in neonates. IAIP has received orphan drug designation for NEC from the FDA as well as rare Pediatric Designation from the FDA in Q1 of 2018.

The Corporation’s focus on its bioseparation technologies segment has been to develop and commercialize affinity chromatography products related to the bioseparation, pathogen reduction and protein purification.

The ability of the Corporation to generate revenues in the future is primarily dependent on the commercialization and partnering of its therapeutic drug candidates and/or its analogs in its small molecule therapeutics and plasma-derived therapeutics segments. There can be no guarantees that any of its compounds will be commercialized since they are still under development. Also, there can be no guarantee of commercialization of these compounds since they will depend on several factors including, without limitation:

 

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successful completion of clinical trials;

 

   

timely receipt of regulatory approvals from the FDA and other regulatory agencies;

 

   

market acceptance of the product by the medical community, patients and third-party payers (such as governmental health administration authorities and private health coverage insurers);

 

   

successful marketing and sales force or the entering into a commercial agreement with a partner to help the marketing and sale of the compounds;

 

   

maintaining of manufacturing and supply agreements in place to ensure commercial quantities of the compounds through validated processes;

 

   

an increase in the number of competitors in the same market;

 

   

ability for the Corporation to effectively protect its intellectual property and avoid patent infringement; and

 

   

any other condition, obligation or requirement that may arise, all of which may delay the Corporation’s capacity to generate revenues and will adversely materially affect its financial conditions and operating results.

The Corporation does not have the required regulatory approval to commercialize its products and cannot guarantee that it will obtain such regulatory approval.

The Corporation does not have the required regulatory approval to commercialize its products and cannot guarantee that it will obtain such regulatory approval. The commercialization of the Corporation’s products first requires the approval of the regulatory agencies in each of the countries where it intends to sell its products. In order to obtain the required approvals, the Corporation must demonstrate, following preclinical and clinical studies, the safety, efficacy and quality of a product. There can be no guarantee that the Corporation will succeed in obtaining regulatory approval from the FDA and the regulatory approvals of agencies in other countries to sell its products. All of the compounds of the Corporation, are still subject to clinical studies and if the results of such studies are not positive, the Corporation may not be in a position to make any filing to obtain the mandatory regulatory approval or it may have to perform additional clinical or product validation studies on any of its products until the results support the safety and efficacy of such product, therefore incurring additional delays and costs. The filing of a new drug application (“NDA”) or BLA is complex and the Corporation relies in part on third-party service providers or consultants to help it perform these tasks.

The obtaining of regulatory approval is subject to the discretion of regulatory agencies. Therefore, even if the Corporation has obtained positive results relating to the safety and efficacy of a product, a regulatory agency may not accept such results as being conclusive and allow the Corporation to sell its products in a given country. Furthermore, the obtaining of regulatory approval is subject to the review and inspection of the Corporation’s manufacturing facilities and product’s manufacturing process, including product batch validation and quality controls; these facilities and processes must comply with FDA GMP regulations. A regulatory agency may require that additional tests on the safety and efficacy of a product or changes the manufacturing facility or manufacturing process be conducted prior to granting approval, if any.

Even if the FDA approves a product, there can be no guarantee that other regulatory agencies will approve this product in their respective countries. Even if the Corporation obtains regulatory approval for any of its products, regulatory agencies have the power to limit the indicated use of a product as they see fit.

 

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The manufacture, marketing and sale of the products will be subject to ongoing and extensive governmental regulation in the country in which the Corporation intends to market its products.

The manufacture, marketing and sale of the products will be subject to ongoing and extensive governmental regulation in the country in which the Corporation intends to market its products. For instance, if the Corporation obtains marketing approval for one product in the USA, the marketing of this product will be subject to extensive regulatory requirements administered by the FDA and other regulatory bodies, such as adverse event reporting requirements in compliance with all of the FDA’s marketing and promotional requirements. The manufacturing facilities for the Corporation’s product will also be subject to continual review and periodic inspection and approval of manufacturing modifications. Manufacturing facilities are subject to inspections by the FDA and must comply with the FDA’s GMP regulations. Failure to comply with any of these post-approval requirements can result in a series of sanctions, including withdrawal of the right to market a product. The failure to obtain or a delay in obtaining a FDA or other regulatory bodies’ approval may postpone the Corporation’s capacity to generate revenues and adversely materially affect its financial conditions and operating results.

Clinical trials may not demonstrate a clinical benefit of the Corporation’s product candidates.

Clinical trials may not demonstrate a clinical benefit of the Corporation’s product candidates. Positive results from pre-clinical studies and early clinical trials should not be relied upon as evidence that later stage or large scale clinical trials will succeed. The Corporation will be required to demonstrate with substantial evidence through well-controlled clinical trials that its product candidates are safe and effective for use in a diverse population before the Corporation can seek regulatory approvals for their commercial sale. Success in early clinical trials does not mean that future clinical trials will be successful because product candidates in later stage clinical trials may fail to demonstrate sufficient safety and efficacy to the satisfaction of regulatory authorities despite having progressed through initial clinical trials.

Even after the completion of phase 3 clinical trials, regulatory authorities may disagree with its clinical trial design and its interpretation of data, and may require the Corporation or its partners to conduct additional clinical trials to demonstrate the efficacy of its product candidates.

The success of the Corporation’s product candidates is influenced by its collaborations with its partners and any adverse developments in its relationship with its partners could materially harm its business.

The success of the Corporation’s product candidates is influenced by its collaborations with its partners. Any adverse developments in its relationship with its partners could materially harm its business. The Corporation is subject to a number of risks associated with any collaboration that could be entered into for the development of its product candidates, including the risk that these collaborators may terminate the relevant agreement(s) upon the occurrence of certain specified events, including a material breach by the Corporation of any of its obligations under the respective agreements.

The Corporation’s product candidates could cause undesirable and potentially serious side effects during clinical trials that could delay or prevent their regulatory approval or commercialization.

The Corporation’s product candidates could cause undesirable and potentially serious side effects during clinical trials that could delay or prevent their regulatory approval or commercialization. Undesirable side effects caused by any of its product candidates could cause the Corporation or regulatory authorities to interrupt, delay or halt clinical trials and could result in the denial of regulatory approval by regulatory authorities for any or all targeted indications. This, in turn, could prevent the Corporation from commercializing its product candidates and generating revenues from their sale. In addition, if its product candidates receive marketing approval and the Corporation or others later identify undesirable side effects caused by the product:

 

   

regulatory authorities may withdraw their approval of the product;

 

   

the Corporation may be required to recall the product, change the way the product is administered, conduct additional clinical trials or change the labelling of the product;

 

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a product may become less competitive and product sales may decrease; or

 

   

Prometic’s reputation may suffer.

Any one or a combination of these events could prevent the Corporation from achieving or maintaining market acceptance of the affected product or could substantially increase the costs and expenses of commercializing the product, which in turn could delay or prevent the Corporation from generating revenues from the sale of the affected product.

The FDA’s (or equivalent body) review of new drugs based on safety, efficacy or other regulatory considerations may result in significant delays.

The FDA’s (or equivalent body) review of new drugs based on safety, efficacy or other regulatory considerations may result in significant delays in obtaining regulatory approvals, additional clinical trials being required, or more stringent product labelling requirements. Any delay in obtaining, or inability to obtain, applicable regulatory approvals may prevent the Corporation from commercializing our product candidates.

The Corporation’s financial condition could be affected by the introduction of new regulations or amendments to existing regulations. New legislation or changes to existing legislation affecting the Corporation and its potential customers could decrease demand for the Corporation’s products and affect its results of operation and financial condition. For example, the implementation of health care reform legislation that regulates drug costs could limit the profits that could be made from the development of new drugs. In addition, new laws or regulations could increase the Corporation’s costs related to manufacturing therapeutics (for e.g. a change in source plasma specifications by the FDA could lead to more testing which could increase costs of source plasma, driving up costs of goods sold (COGs) for plasma-derived therapeutics).

The Corporation may rely on third party suppliers of services to conduct its preclinical and clinical studies and the failure by such third parties to comply with their obligations may delay the studies and/or have an adverse effect on the Corporation’s development program.

The Corporation may rely on third party suppliers of services to conduct its preclinical and clinical studies and the failure by such third parties to comply with their obligations may delay the studies and/or have an adverse effect on the Corporation’s development program. The Corporation has limited resources to conduct preclinical and clinical studies and may rely on third-party suppliers of services to conduct its studies. If the Corporation’s third-party suppliers of services become unavailable for any reason, including as a result of the failure to comply with the rules and regulations governing the conduct of preclinical and clinical studies, operational failures, such as equipment failures or unplanned facility shutdowns, damage from any event, including fire, flood, earthquake, business restructuring or insolvency, or if they fail to perform their contractual obligations pursuant to the terms of the agreements entered into with the Corporation, such as failing to do the testing, compute the data or complete the reports further to the testing, the Corporation may incur delays in connection with the planned timing of its studies which could adversely affect the timing of the development program of a molecule and/or protein or delay the filing of an NDA or BLA. If the damage to any of the Corporation’s third-party suppliers of services is extensive or if, for any reason, such suppliers do not operate in compliance with Good Clinical Practices or are unable or refuse to perform their contractual obligations, the Corporation will need to find alternative third-party suppliers of services.

If the Corporation is required to change or select new third-party suppliers of services, the timing of the work related to preclinical and/or clinical studies could be delayed since the number of competent and reliable third-party suppliers to conduct preclinical and clinical work in compliance with GLP is limited. Any selection of new third-party suppliers to carry out work related to preclinical and clinical studies will be time-consuming and will result in additional delays in receiving data, analysis and reports from such third-party suppliers which, in turn, will delay the obtaining of regulatory approval to commercialize the Corporation’s products. Furthermore, such delays could increase the Corporation’s expenditures to develop a product and materially adversely affect its operating results and financial condition.

 

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Failure to recruit and enrol patients for clinical trials may cause the development of the Corporation’s product candidates to be delayed

Failure to recruit and enrol patients for clinical trials may cause the development of the Corporation’s product candidates to be delayed. The Corporation may encounter delays or rejections in recruiting enrolling enough patients to complete clinical trials. Patient enrolment depends on many factors, including the size of the patient population, the nature of the protocol, the proximity of patients to clinical sites, the number of suitable patients and the eligibility criteria for the clinical trial. Any delays in planned patient enrolment may result in delays to product development and increased development costs, which could harm its ability to develop products and materially adversely affect its operating results and financial condition.

The Corporation does not know whether any of its ongoing or planned clinical trials will proceed or be completed on schedule, or at all.

The Corporation does not know whether any of its ongoing or planned clinical trials will proceed or be completed on schedule, or at all. The commencement of its planned clinical trials could be substantially delayed or prevented by several factors, including:

 

   

limited number of, and competition for, suitable patients with the indications required for enrolment in its clinical trials;

 

   

limited number of, and competition for, suitable sites to conduct its clinical trials;

 

   

delay or failure to obtain FDA or non-USA regulatory agencies’ approval or agreement to commence a clinical trial;

 

   

delay or failure to obtain sufficient supplies of the product candidate for its clinical trials;

 

   

delay or failure to reach agreement on acceptable clinical trial agreement terms or clinical trial protocols with prospective sites or investigators; and

 

   

delay or failure to obtain an institutional review board (“IRB”) approval to conduct a clinical trial at a prospective site.

The completion of any clinical trial could also be substantially delayed or prevented by several factors, including:

 

   

slower than expected rates of patient recruitment and enrolment;

 

   

failure of patients to complete the clinical trial;

 

   

unforeseen safety issues;

 

   

lack of efficacy evidenced during any clinical trial;

 

   

termination of any clinical trial by one or more clinical trial sites;

 

   

inability or unwillingness of patients or medical investigators to follow a clinical trial protocols;

 

   

inability to monitor patients adequately during or after treatment; and

 

   

introduction of competitive products that may impede our ability to retain patients in any clinical trial.

Clinical trials may be suspended or terminated at any time by the FDA, other regulatory authorities, the IRB overseeing the clinical trial at issue, any of its clinical trial sites with respect to that site, or us. Any failure or significant delay in completing any clinical trial for its product candidates could materially harm its financial results and the commercial prospects for its product candidates.

 

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Governmental health administration authorities, private health coverage insurers and other organizations may not reimburse patients for the costs of the Corporation’s, products and related treatment.

Market acceptance of the Corporation’s products is uncertain and depends on a variety of factors, some of which are not under the control of the Corporation. The Corporation’s ability to commercialize its products with success will depend on a variety of factors. One of these is the extent to which reimbursement to patients for the cost of such products and related treatment will be made available by governmental health administration authorities, private health coverage insurers and other organizations. Obtaining reimbursement approval for a product is time-consuming and a costly process that could require the Corporation to provide supporting scientific, clinical and cost effectiveness data for the use of a product. There can be no guarantee the Corporation’s data will be positive enough for third-party payers to accept to reimburse a Corporation product.

The Corporation has never made any application to seek reimbursement of a drug and must, therefore, rely in part on third-party suppliers of services to help it perform this task.

Other factors that will have an impact on the acceptance of the Corporation’s products include:

 

   

acceptance of the products by physicians and patients as safe and effective treatments;

 

   

product price;

 

   

the effectiveness of the Corporation’s sales and marketing efforts (or those of its commercial partner);

 

   

storage requirements and ease of administration;

 

   

dosing regimen;

 

   

safety and efficacy;

 

   

prevalence and severity of side effects; and

 

   

competitive products.

If government and third party payors fail to provide coverage and adequate reimbursement rates for the Corporation’s product candidates, its revenues and potential for profitability will be reduced. The Corporation’s product revenues will depend principally upon the reimbursement rates established by third party payors, including government health administration authorities, managed-care providers, public health insurers, private health insurers and other organizations. These third party payors are increasingly challenging the price, and examining the cost effectiveness of medical products and services. In addition, significant uncertainty exists as to the reimbursement status, if any, of newly approved drugs, pharmaceutical products or product indications. We may need to conduct post-marketing clinical trials in order to demonstrate the cost-effectiveness of products. Such clinical trials may require us to dedicate a significant amount of management time and financial and other resources. If reimbursement of such product is unavailable or limited in scope or amount or if pricing is set at unsatisfactory levels, our revenues could be reduced. Moreover, the determination of the price of certain drugs in orphan disease indications could be even more difficult to make due to lack of comparables.

The Corporation may rely in whole or in part on third parties for the manufacture and supply of its products and such reliance may adversely affect the Corporation if the third parties are unable to fulfill their obligations.

The Corporation may rely in whole or in part on third parties for the manufacture and supply of its products and such reliance may adversely affect the Corporation if the third parties are unable to fulfill their obligations. The Corporation may not have the resources, facilities or experience to manufacture its products in large quantities on its own. The Corporation may rely on third parties to manufacture and supply products for clinical studies and, unless the Corporation deems the manufacture of this product feasible

 

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and profitable if it is approved for commercialization, it may rely on third parties for some time to manufacture and supply large quantities of product for commercial sales. The Corporation’s reliance on third-party manufacturers will expose it to a number of risks. If third-party manufacturers become unavailable to the Corporation for any reason, including as a result of the failure to comply with GMP regulations, manufacturing problems or other operational failures, such as equipment failures or unplanned facility shutdowns required to comply with GMP, damage from any event, including fire, flood, earthquake, business restructuring or insolvency, or if they fail to perform their contractual obligations under agreements with the Corporation, such as a failure to deliver the quantities requested on a timely basis, the Corporation may be delayed in manufacturing products and could be unable to meet the regulatory requirements of the FDA or other regulatory agencies to obtain market approval for its products. Any such event could delay the supply of a product to conduct clinical trials and, if a product has reached commercialization, could prevent the supply of the product and adversely affect the revenues of the Corporation. If the damage to a third-party manufacturer facility is extensive, or, for any reason, it does not operate in compliance with GMP or is unable or refuses to perform its obligations under its agreement with the Corporation, the Corporation will need to find an alternative third-party manufacturer. The selection of a third-party manufacturer will be time-consuming and costly since the Corporation will need to validate the manufacturing facility of such new third-party manufacturer. The validation will include an assessment of the capacity of such third-party manufacturer to produce the quantities that may be requested from time to time by the Corporation, the manufacturing process and its compliance with GMP. In addition, the third-party manufacturer will have to familiarize itself with the Corporation’s technology. Any delay in finding an alternative third-party manufacturer of a product could result in a shortage of such product, delay clinical study programs and the filing for regulatory approval of a product, and deprive the Corporation of potential product revenues.

The Corporation may build its own sales force or enter into a commercial agreement with a third party for the sale and marketing of its products and there is no guarantee that the Corporation will be able to achieve one of these tasks.

The Corporation may build its own sales force or enter into a commercial agreement with a third party for the sale and marketing of its products and there is no guarantee that the Corporation will be able to achieve one of these tasks. The Corporation currently has limited marketing capabilities and a minimal sales force. In addition, the Corporation has limited experience in developing, training or managing a marketing or sales force. In order to commercialize its products, the Corporation must either develop its own sales force or enter into a commercial agreement with a third party. The development of a sales force is costly and will be time-consuming given the limited experience the Corporation has in that respect. To the extent the Corporation develops a sales force, the Corporation will be competing against companies who have more experience managing a sales force than the Corporation and access to more funds than the Corporation with which to manage a sales force. Consequently, there can be no guarantee that the sales force that the Corporation would develop would be efficient and would maximize the revenues derived from the sale of the Corporation’s products.

Finding a third party for the sale and commercialization of a product is a lengthy process which includes the assessment of the services to be performed by the third party, a due diligence on the Corporation’s products and the negotiation of the terms and conditions of a commercial agreement. The outcome of this process is uncertain and the Corporation may not be able to conclude a commercial agreement. If such an event occurs, the Corporation could have to delay the launch of its products which could adversely materially affect the financial conditions and the operating results of the Corporation.

The failure by the Corporation to protect its intellectual property may have a material adverse effect on its ability to develop and commercialize its products.

The failure by the Corporation to protect its intellectual property may have a material adverse effect on its ability to develop and commercialize its products. The Corporation will be able to protect its intellectual property rights from unauthorized use by third parties only to the extent that its intellectual property rights are covered by valid and enforceable patents or are effectively maintained as trade secrets. The

 

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Corporation tries to protect its intellectual property license by filing patent applications related to its proprietary technology, inventions and improvements that are important to the development of its business. Because the patent position of pharmaceutical companies involves complex legal and factual questions, the issuance, scope and enforceability of patents cannot be predicted with certainty. Patents, if issued, may be challenged, invalidated or circumvented. If the Corporation’s patents are invalidated or found to be unenforceable, it will lose the ability to exclude others from making, using or selling the inventions claimed. Moreover, an issued patent does not guarantee the Corporation the right to use the patented technology or commercialize a product using that technology. Third parties may have blocking patents that could be used to prevent the Corporation from developing its product candidates, selling its products or commercializing its patented technology. Thus, patents that the Corporation owns may not allow it to exploit the rights conferred by its intellectual property protection. Moreover, the Corporation’s pending patent applications may not result in patents being issued. Even if issued, they may not be issued with claims sufficiently broad to protect its products and technologies or may not provide the Corporation with a competitive advantage against competitors with similar products or technologies. Furthermore, others may independently develop products or technologies similar to those that the Corporation has developed or discover the Corporation’s trade secrets. In addition, the laws of many countries do not protect intellectual property rights to the same extent as the laws of Canada, Europe and the USA, and those countries may also lack adequate rules and procedures for defending intellectual property rights effectively. Although the Corporation has received many patents for its products, there can be no guarantee that the Corporation will receive patents in countries where it files patent applications for its products. As a result, the validity and enforceability of our patents cannot be predicted with certainty. In addition, the Corporation cannot guarantee that:

 

   

the Corporation or Corporation’s licensors were the first to make the inventions covered by each of our issued patents and pending patent applications;

 

   

the Corporation or Corporation’s licensors were the first to file patent applications for these inventions;

 

   

others will not independently develop similar or alternative technologies or duplicate any of the Corporation or Corporation’s licensors’ technologies;

 

   

any of the Corporation or Corporation’s licensors’ pending patent applications will result in issued patents;

 

   

any of the Corporation or Corporation’s licensors’ patents will be valid or enforceable;

 

   

any patents issued to Prometic or Prometic’s licensors and collaboration partners will provide the Corporation with any competitive advantages, or will not be challenged by third parties;

 

   

the Corporation will develop or in-license additional proprietary technologies that are patentable; or

 

   

the patents of others will not have an adverse effect on Prometic’s business.

The Corporation relies on trade secrets, know-how and technology, which are not protected by patents, to maintain its competitive position.

The Corporation also relies on trade secrets, know-how and technology, which are not protected by patents, to maintain its competitive position. The Corporation tries to protect this information by entering into confidentiality undertakings with parties that have access to it, such as the Corporation’s current and prospective suppliers, employees and consultants. Any of these parties may breach the undertakings and disclose the confidential information to the Corporation’s competitors. Enforcing a claim that a third party illegally obtained and is using trade secrets is expensive and time consuming and the outcome is unpredictable. In addition, it could divert management’s attention. If any trade secret, know-how or other technology not protected by a patent were to be disclosed to or independently developed by a competitor, the Corporation’s competitive position could be harmed.

 

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The Corporation may not be able to protect its intellectual property rights throughout the world.

The Corporation may not be able to protect its intellectual property rights throughout the world. Filing, prosecuting and defending patents on all of our product candidates and products, when and if the Corporation has any, in every jurisdiction would be prohibitively expensive. Competitors may use our technologies in jurisdictions where the Corporation or its licensors have not obtained patent protection to develop our own products. These products may compete with our products, when and if the Corporation has any, and may not be covered by any of its or its licensors’ patent claims or other intellectual property rights.

The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of Canada and USA, and many companies have encountered significant problems in protecting and defending such rights in foreign jurisdictions.

The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of Canada and USA, and many companies have encountered significant problems in protecting and defending such rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favour the enforcement of patents and other intellectual property protection, particularly those relating to biotechnology and/or pharmaceuticals, which could make it difficult for the Corporation to stop the infringement of our patents. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business.

Patent protection for the Corporation’s product candidates or products may expire before it is able to maximize their commercial value which may subject the Corporation to increased competition and reduce or eliminate its opportunity to generate product revenue.

Patent protection for the Corporation’s product candidates or products may expire before it is able to maximize their commercial value which may subject the Corporation to increased competition and reduce or eliminate its opportunity to generate product revenue. The patents for its product candidates have varying expiration dates and, when these patents expire, the Corporation may be subject to increased competition and may not be able to recover its development costs. In some of the larger economic territories, such as Canada, the USA and Europe, patent term extension/restoration may be available to compensate for time taken during aspects of the product candidate’s regulatory review. However, the Corporation cannot be certain that an extension will be granted, or if granted, what the applicable time period or the scope of patent protection afforded during any extended period will be. In addition, even though some regulatory agencies may provide some other form of exclusivity for a product candidate under its own laws and regulations, the Corporation may not be able to qualify the product candidate or obtain the exclusive time period.

If the Corporation is unable to obtain patent term extension/restoration or some other exclusivity, the Corporation could be subject to increased competition and its opportunity to establish or maintain product revenue could be substantially reduced or eliminated. Furthermore, the Corporation may not have sufficient time to recover its development costs prior to the expiration of its Canadian and non-Canadian patents.

The Corporation may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights and may be unable to protect its rights to, or use of, its technology.

The Corporation may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights and may be unable to protect its rights to, or use of, its technology. If the Corporation chooses to go to court to restrain a third party from using the inventions claimed in its patents or licensed patents, that individual or corporation has the right to ask the court to rule that these patents are invalid and/or should not be enforced against that third party. These lawsuits are expensive and would consume time and other resources even if the Corporation was successful in stopping the infringement of these patents. In addition, there is a risk that the court will decide that these patents are invalid or unenforceable and that the Corporation does not have the right to retrain the third party from using the inventions. There is also the risk that, even if the validity of these patents is upheld, the court will refuse to grant a decision or judgment in the Corporation’s favour on the ground that such other party’s activities do not infringe the Corporation’s rights.

 

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If the Corporation wishes to use the technology or compound claimed in issued and unexpired patents owned by a third party, the Corporation will need to obtain a license from such third party, enter into litigation to challenge the validity or enforceability of the patents or incur the risk of litigation in the event that the owner asserts that the Corporation infringed its patents. The failure to obtain a license to technology or the failure to challenge an issued patent that the Corporation may require to develop or commercialize its product candidates may have a material adverse impact on the Corporation’s operating results and financial condition.

If a third party asserts that the Corporation infringed their patents or other proprietary rights, the Corporation could face a number of risks that could seriously harm its results of operations, financial condition and competitive position, including:

 

   

patent infringement and other intellectual property claims, which would be costly and time consuming to defend, whether or not the claims have merit, and which could delay the regulatory approval process and divert management’s attention from our business;

 

   

substantial damages for past infringement, which the Corporation may have to pay if a court determines that its product candidates or technologies infringe a competitor’s patent or other proprietary rights;

 

   

a court prohibiting the Corporation from selling or licensing its technologies or future drugs unless the third party licenses its patents or other proprietary rights to the Corporation on commercially reasonable terms, which it is not required to do; and

 

   

if a license is available from a third party, the Corporation may have to pay substantial royalties or lump sum payments or grant cross licenses to its patents or other proprietary rights to obtain that license.

The biopharma industry has produced a proliferation of patents, and it is not always clear to industry participants, including the Corporation, which patents cover various types of products or methods of use. The coverage of patents is subject to interpretation by the courts, and the interpretation is not always uniform. If the Corporation is sued for patent infringement, the Corporation would need to demonstrate that its product candidates or methods of use either do not infringe the patent claims of the relevant patent and/or that the patent claims are invalid, and the Corporation may not be able to do this. Proving invalidity, in particular, is difficult since it requires a showing of clear and convincing evidence to overcome the presumption of validity enjoyed by issued patents.

Canadian patent laws as well as the laws of some foreign jurisdictions provide for provisional rights in published patent applications beginning on the date of publication, including the right to obtain reasonable royalties, if a patent is subsequently issued and certain other conditions are met. While the Corporation believes that there may be multiple grounds on which to challenge the validity of the Canadian patent and the foreign counterparts, the Corporation cannot predict the outcome of any invalidity challenge. Alternatively, it is possible that the Corporation may determine it prudent to seek a license from the patent holder to avoid potential litigation and other potential disputes. The Corporation cannot be sure that a license would be available to the Corporation on acceptable terms, or at all.

Because some patent applications in the USA may be maintained in secrecy until the patents are issued, because patent applications in Canada and many foreign jurisdictions are typically not published until 18 months after filing, and because publications in the scientific literature often lag behind actual discoveries, the Corporation cannot be certain that others have not filed patent applications for technology covered by its licensors’ issued patents or its pending applications or its licensors’ pending applications, or that the Corporation or its licensors were the first to invent the technology.

 

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Patent applications filed by third parties that cover technology similar to the Corporation’s may have priority over its or its licensors’ patent applications and could further require the Corporation to obtain rights to issued patents covering such technologies. If another party files a USA patent application on an invention similar to the Corporation’s, the Corporation may elect to participate in or be drawn into an interference proceeding declared by the USA Patent and Trademark Office (USPTO) to determine priority of invention in the USA. The costs of these proceedings could be substantial, and it is possible that such efforts would be unsuccessful, resulting in a loss of our USA patent position with respect to such inventions.

Some of its competitors may be able to sustain the costs of complex patent litigation more effectively than the Corporation can because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on its ability to raise the funds necessary to continue its operations. The Corporation cannot predict whether third parties will assert these claims against the Corporation or against its licensors, or whether those claims will harm our business. If the Corporation is forced to defend against these claims, whether they are with or without any merit, whether they are resolved in favour of or against the Corporation or its licensors, the Corporation may face costly litigation and diversion of management’s attention and resources. As a result of these disputes, the Corporation may have to develop costly non-infringing technology, or enter into licensing agreements. These agreements, if necessary, may be unavailable on terms acceptable to the Corporation, if at all, which could seriously harm its business or financial condition.

The Corporation’s commercial success depends, in part, on its ability not to infringe on third parties’ patents and other intellectual property rights. The Corporation’s capacity to commercialize its products will depend, in part, on the non-infringement of third parties’ patents and other intellectual property rights. The biopharmaceutical and pharmaceutical industries have produced a multitude of patents and it is not always clear to participants, including the Corporation, which patents cover various types of products or methods of use. The scope and breadth of patents is subject to interpretation by the courts and such interpretation may vary depending on the jurisdiction where the claim is filed and the court where such claim is litigated. The holding of patents by the Corporation for its products and their applications does not guarantee that the Corporation is not infringing on other third parties’ patents and there can be no guarantee that the Corporation will not be in violation of third parties’ patents and other intellectual property rights. Patent analysis for non-infringement is based in part on a review of publicly available databases. Although the Corporation reviews from time to time certain databases to conduct patent searches, it does not have access to all databases. It is also possible that some of the information contained in the databases has not been reviewed by the Corporation or was found to be irrelevant at the time the searches were conducted. In addition, because patents take years to be issued, there may be currently pending applications that the Corporation is unaware of which may later be issued. As a result of the foregoing, there can be no guarantee that the Corporation will not violate third-party patents. Because of the difficulty in analyzing and interpreting patents, there can be no guarantee that a third party will not assert that the Corporation infringes upon any of its patents or any of its other intellectual property rights.

There is no guarantee that the Corporation will not become involved in litigation. Litigation with any third party, even if the allegations are without merit, is expensive, time-consuming and will divert management’s attention from the daily execution of the Corporation’s business plan. Litigation implies that a portion of the Corporation’s financial assets would be used to sustain the costs of litigation instead of being allocated to further the development of its business plan. If the Corporation is involved in patent infringement litigation, it will need to demonstrate that its products do not infringe the patent claims of the relevant patent, that the patent claims are invalid or that the patent is unenforceable. If the Corporation was found liable for infringement of third parties’ patents or other intellectual property rights, the Corporation could be required to enter into royalty or licensing agreements on terms and conditions that may not be favourable to the Corporation, and/or pay damages, including up to treble damages (but only if found liable of willful infringement) and/or cease the development and commercialization of its products. Any finding that the Corporation is guilty of patent infringement could materially adversely affect the business, financial conditions and operating results of the Corporation.

 

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The Corporation has not been served with any notice that it is infringing on a third party patent, but there may be issued patents that the Corporation is unaware of that its products may infringe, or patents that the Corporation believes it does not infringe but could be found to be infringing.

The Corporation faces competition and the development of new products by other companies could materially adversely affect the Corporation’s business and its products.

The Corporation faces competition and the development of new products by other companies could materially adversely affect the Corporation’s business and its products. The biopharmaceutical and pharmaceutical industries are highly competitive and the Corporation must compete with pharmaceutical companies, biotechnology companies, academic and research institutions as well as governmental agencies for the development and commercialization of products. Some of these competitors develop products in the indications in which the Corporation is involved and could be considered direct or indirect competitors.

In the other indications currently being studied by the Corporation for development, there may exist companies that are at a more advanced stage of developing a product to treat those same diseases. Some of these competitors have capital resources, research and development personnel and facilities that are superior to the Corporation’s. In addition, some competitors are more experienced than the Corporation in the commercialization of medical products and already have a sales force in place to launch new products. Consequently, they may be able to develop alternative forms of medical treatment which could compete with the products of the Corporation and commercialize them more rapidly and effectively than the Corporation.

The Corporation depends on its key personnel to research, develop and bring new products to the market and the loss of key personnel or the inability to attract highly qualified individuals could have a material adverse effect on its business and growth potential.

The Corporation depends on its key personnel to research, develop and bring new products to the market and the loss of key personnel or the inability to attract highly qualified individuals could have a material adverse effect on its business and growth potential. The Corporation’s mission is to discover or acquire novel therapeutic products targeting unmet medical needs in attractive specialty markets. The achievement of this mission requires qualified scientific and management personnel. The loss of scientific personnel or of members of management could have a material adverse effect on the business of the Corporation. In addition, the Corporation’s growth is and will continue to be dependent, in part, on its ability to retain and hire qualified scientific personnel. There can be no guarantee that the Corporation will be able to continue to retain its current employees or will be able to attract qualified personnel to pursue its business plan.

The Corporation depends on its founder and current President and CEO, Mr. Pierre Laurin, in the short and long-term to bring the Corporation’s corporate and business plan to execution.

The Corporation depends on its founder and current President and CEO, Mr. Pierre Laurin, in the short and long-term to bring the Corporation’s corporate and business plan to execution. The loss of Mr. Laurin and the inability to identify internally or attract externally an appropriately highly qualified individual to replace him could have a material adverse effect on the Corporation’s business and growth potential. The achievement of the Corporation’s corporate and business plan requires a CEO, who is well versed in various scientific fields and related specialty markets as well as in raising funds privately or publicly. The loss or departure of Mr. Laurin, Prometic’s current President and CEO and founder of Prometic, who has built excellent personal relationships with both corporate and business strategic partners as well as Prometic’s investors, could have a material adverse effect on the business of the Corporation. In addition, the Corporation’s growth is and will continue to be dependent, in part, on his abilities to lead management in various fields and jurisdictions and raise funds. There can be no guarantee that the Corporation will be able to continue to retain its current President and CEO or will be able to identify internally or attract externally an appropriately highly qualified individual to replace him to pursue its corporate and business plan.

 

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The Corporation is not profitable and may never achieve profitability.

The Corporation is not profitable and may never achieve profitability. The Corporation has been reporting losses since its inception. The Corporation will need to generate significant revenues to achieve profitability. There is no guarantee that the Corporation will succeed in commercializing its products, controlling its expenses and developing additional products, and, therefore, it may never become profitable.

The Corporation may require additional funding and may not be able to raise the capital necessary to continue and complete the R&D of its products and their commercialization.

The Corporation may require additional funding and may not be able to raise the capital necessary to continue and complete the R&D of its products and their commercialization. The Corporation generates revenues but is not profitable and needs financing in order to continue its activities. In the past, the Corporation has been financed in part through debt and public equity offerings and the Corporation may effect additional equity offerings to raise capital, the size of which cannot be predicted. The issuance and sales of substantial amounts of equity or other securities, or the perception that such issuances and sales may occur, could adversely affect the market price of the Common Shares.

The market conditions or the business performance of the Corporation may prevent it from having access to the public markets in the future.

The market conditions or the business performance of the Corporation may prevent it from having access to the public markets in the future. Therefore, there can be no guarantee that the Corporation will be able to continue to raise capital by way of public equity offerings. In such a case, the Corporation will have to use other means of financing, such as issuing debt instruments or entering into private financing agreements, the terms and conditions of which may not be favourable to the Corporation. These debt instruments may contain terms and conditions (e.g. covenants, etc.) which may be challenging or difficult for the Corporation to respect, may be breached or trigger default provisions. Accordingly, the Corporation may be required to compensate counterparties, for costs and losses incurred as a result of various events, including breaches of representations and warranties, covenants, claims that may arise during the terms of said debt instruments or as a result of litigation that may be suffered by counterparties. If adequate funding is not available to the Corporation, it may be required to delay, reduce or eliminate its R&D of new products, its clinical trials or its marketing and commercialization efforts to launch and distribute new products.

The Corporation may not achieve its publicly-announced milestones in due time.

The Corporation may not achieve its publicly-announced milestones in due time. From time to time, the Corporation publicly announces the timing of the occurrence of certain events. These statements are forward-looking and are based on management’s best estimate relating to the occurrence of such events. However, the actual timing of such events may differ from what has been publicly disclosed. These variations may occur as a result of a series of events, including the nature of the results obtained during a clinical trial or during a research phase, problems with a supplier or any other event having the effect of delaying the timeline publicly announced. The Corporation’s policy on forward-looking information does not consist in updating such information if the publicly disclosed timeline varies, unless otherwise required to do so by law. Any variation in the timing of certain events having the effect of postponing such events could have an adverse material effect on the business plan, financial conditions or operating results of the Corporation.

 

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The development and commercialization of drugs could expose the Corporation to liability claims which could exceed its insurance coverage.

The development and commercialization of drugs could expose the Corporation to liability claims which could exceed its insurance coverage. A risk of product liability claims is inherent in the development and commercialization of human therapeutic products. Product liability insurance is very expensive and offers limited protection. A product liability claim against the Corporation could potentially be greater than the coverage offered and, therefore, have a material adverse effect upon the Corporation and its financial position. Furthermore, a product liability claim could tarnish the Corporation’s reputation, whether or not such claims are covered by insurance or are with or without merit.

The Corporation may not receive the full payment of all milestones or royalty payments pursuant to the agreements entered into with third parties.

The Corporation may not receive the full payment of all milestones or royalty payments pursuant to the agreements entered into with third parties and, consequently, the financial conditions and the operating results of the Corporation could be adversely impacted. The Corporation has entered into license agreements and other forms of agreements with third parties regarding the development and commercialization of some of its technologies and products. These agreements generally require that the third party pays to the Corporation certain amounts upon the attainment of various milestones and possibly include royalties on the sale of the developed product. There can be no guarantee that the Corporation will receive the payments described in those agreements since the development of the products may be cancelled if the research does not yield positive results. Under such circumstances, the Corporation would not receive royalties as well. Even if the development of a product yields positive results, all of the risks described herein with respect to the obtaining of regulatory approval are applicable. Finally, if there occurs a disagreement between the Corporation and the third party, the payment relating to the attainment of milestones or of royalties may be delayed. The occurrence of any of those circumstances could have a material adverse effect on the Corporation’s financial condition and operating results.

If the Corporation breaches any of the agreements under which it licenses rights to its product candidates or technology from third parties, it could lose license rights that are important to its business.

If the Corporation breaches any of the agreements under which it licenses rights to its product candidates or technology from third parties, it could lose license rights that are important to its business. The Corporation licenses the development and commercialization rights for certain product candidates, and could, potentially, enter into similar licenses for other products in the future. Under these licenses, the Corporation is subject to various obligations, including royalty and milestone payments, annual maintenance fees, limits on sublicensing, insurance obligations and the obligation to use commercially reasonable best efforts to develop and exploit the licensed technology. If the Corporation fails to comply with any of these obligations or otherwise breach these agreements, its licensors may have the right to terminate the license in whole or in part or to terminate the exclusive nature of the license. Loss of any of these licenses or the exclusivity rights provided therein could harm its financial condition and operating results.

The Corporation may be subject to damages resulting from claims that the Corporation, or its employees or consultants, have wrongfully used or disclosed alleged trade secrets of third parties.

The Corporation may be subject to damages resulting from claims that the Corporation, or its employees or consultants, have wrongfully used or disclosed alleged trade secrets of third parties. Many of its employees were previously employed, and certain of its consultants are currently employed, at universities, public institutions, biotechnology or pharmaceutical companies, including its competitors or potential competitors. Although the Corporation has not received any claim to date, the Corporation may be subject to claims that the Corporation, or these employees or consultants, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of these current or former employers. Litigation may be necessary to defend against these claims.

 

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If the Corporation fails in defending such claims, in addition to paying monetary damages, the Corporation may lose valuable intellectual property rights or personnel. The Corporation may be subject to claims that employees of its partners or licensors of technology licensed by the Corporation have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers. The Corporation may become involved in litigation to defend against these claims. If the Corporation fails in defending such claims, in addition to paying monetary damages, the Corporation may lose valuable intellectual property rights or personnel.

Disruptions to information technology systems of the Corporation could materially adversely affect the Corporation’s business.

Disruptions to information technology systems of the Corporation could materially adversely affect the Corporation’s business. The Corporation depends on its information technology systems for the efficient functioning of its business, including financial reporting, accounting and data storage.

Management believes that the Corporation’s information technology architecture is resilient, relying on redundant material components to prevent material failures, redundant telecommunication links to prevent communication failures. However, systems may be subject to damage or interruption resulting from power outages, telecommunication failures, computer viruses, security breaches, cyber-attacks and catastrophic events. Difficulties with the hardware and software platform may require the Corporation to incur substantial costs to repair or replace it, could result in a loss of critical data and could disrupt operations, which could have a material adverse effect on the Corporation’s business and financial results. Prolonged disruptions to information technology systems may reduce the efficiency of the Corporation’s entire operation, which could materially adversely affect its business.

Data Security Incidents and Privacy Breaches could result in important remediation costs, increased cyber security costs, lost revenues and litigation and reputational harm.

Data Security Incidents and Privacy Breaches could result in important remediation costs, increased cyber security costs, lost revenues and litigation and reputational harm. Cyber incidents can result from deliberate attacks or unintentional events. Cyber-attacks and security breaches could include unauthorized attempts to access, disable, improperly modify or degrade the Corporation’s information, systems and networks, the introduction of computer viruses and other malicious codes and fraudulent “phishing” e-mails that seek to misappropriate data and information or install malware onto users’ computers. Cyber-threats in particular vary in technique and sources, are persistent, frequently change and increasingly more targeted and difficult to detect and prevent against. Cyber-attacks could also result in important remediation costs, increased cyber security costs, lost revenues due to a disruption of activities, litigation and reputational harm affecting customer and investor confidence, which could materially adversely affect the Corporation’s business and financial results.

The Corporation may be subject to environmental remediation obligations or other obligations under environmental laws and regulations and climate change could exacerbate certain of the threats facing the Corporation’s business.

The Corporation may be subject to environmental remediation obligations or other obligations under environmental laws and regulations and climate change could exacerbate certain of the threats facing the Corporation’s business. The Corporation is subject to laws and regulations concerning the environment, safety matters, regulation of chemicals and product safety in the countries where it operates its business. These requirements include regulation of the handling, manufacture, transportation, use and disposal of materials, including the discharge of pollutants into the environment. In the normal course of the Corporation’s business, hazardous substances may be released into the environment, which could cause environmental or property damage or personal injuries, and which could subject the Corporation to remediation obligations regarding contaminated soil and groundwater or potential liability for damage claims.

 

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In addition, global climate change could exacerbate certain of the threats facing the Corporation’s business, including the business continuity depends on how well the Corporation protects its facilities and equipment. Several areas of the Corporation’s operations further raise environmental considerations, such as greenhouse gas emissions and disposal of hazardous residual materials. Failure to recognize and adequately respond to changing governmental and public expectations on environmental matters could result in fines, missed opportunities, additional regulatory scrutiny or harm to the Corporation’s brand and reputation which could potentially have an advance effect on the Corporation’s business and financial results.

The Corporation’s Common Share price is volatile and investors could lose money as a result of such volatility.

The Corporation’s Common Share price is volatile and investors could lose money as a result of such volatility. General market conditions as well as differences between the Corporation’s financial, scientific and clinical results and the expectations of investors as well as securities analysts can have a significant impact on the trading price of the Common Shares. In recent years, the shares of many biopharmaceutical companies have experienced extreme price fluctuations, unrelated to the operating performance of the affected companies. There can be no assurance that the market price of the Common Shares will not continue to experience significant fluctuations in the future, including fluctuations that are unrelated to the Corporation’s performance. The occurrence of any of the above risks and uncertainties could have a material adverse effect on the price of the Common Shares.

DIVIDENDS

To date, and despite not having any restriction preventing it from doing so, the Corporation has not paid any dividends in respect of any class of shares in its share capital, and it does not anticipate paying dividends in the short term. At the present time, the practice of the board of directors of the Corporation is to reinvest all available funds in operating activities.

DESCRIPTION OF CAPITAL STRUCTURE

The Corporation is authorized to issue an unlimited number of Common Shares, and an unlimited number of preferred shares issuable (the “Preferred Shares”) in series. As of March 28, 2018, 712,329,990 Common Shares were issued and outstanding and no Preferred Shares were issued.

COMMON SHARES

The holders of Common Shares are entitled to one vote per share at all meetings of the shareholders, and are entitled to receive dividends, as may be declared from time to time by the Board of Directors. In the event of the voluntary (or involuntary) liquidation, dissolution, winding up or other distribution of the assets of the Corporation, the holders of Common Shares are entitled to receive the remaining property of the Corporation, subject to the preference rights of the holders of Preferred Shares, if any.

Take-Over Bid Protection

The Shareholder Rights Plan and the Spin-Off Shareholder Rights Plan (together, the “Rights Plans”) were originally approved by the shareholders of the Corporation on May 3, 2006 for an initial three-year period. The first renewal of the Rights Plans, as amended and restated on March 30, 2009 were approved by the shareholders of the Corporation on May 6, 2009 for an additional three-year period. The second renewal

 

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of the Rights Plans, as amended and restated on March 14, 2012 were approved by the shareholders of the Corporation on May 9, 2012, for an additional three-year period. The third renewal of the Rights Plans, as amended and restated on March 25, 2015 were approved by the shareholders of the Corporation on May 13, 2015, for an additional three-year period. On March 22, 2018, the Corporation entered into (i) a fourth amended and restated shareholder rights plan agreement and (ii) a fourth amended and restated spin-off shareholder rights plan agreement, both in respect of the Rights Plans with Computershare Trust Company of Canada, as rights agent. The Rights Plans, as so amended and restated (the “2018 Rights Plans”), will be effective and in full force and effect immediately upon its approval by the shareholders of the Corporation at the annual and special meeting of shareholders scheduled for May 9, 2018 (the “Meeting”) and will expire upon the termination of the annual meeting of shareholders of the Corporation in the year 2021. If shareholder approval is not obtained at the Meeting, the 2018 Rights Plans and all outstanding rights will terminate upon the termination of the Meeting.

The Board of Directors believe that a rights plan is in the best interests of the Corporation to provide protection against certain actions that could result in unequal treatment of shareholders under Canadian securities laws, including the following:

 

  (i)

a person could acquire effective control of the Corporation under one or more private agreements at a premium to the market price, resulting in a change of control transaction without the payment of a premium to all shareholders;

 

  (ii)

a person could slowly accumulate Common Shares through stock exchange acquisitions over time, resulting in an acquisition of effective control without payment of fair value for control;

 

  (iii)

a person seeking to acquire control of the Corporation could enter into agreements with shareholders who, together with the acquiror, hold more than 20% of the outstanding Common Shares, irrevocably committing such holders to tender their Common Shares to a take-over bid, the effect of which would be to significantly hamper, if not terminate, any reasonable prospect for the Board of Directors to run a value enhancing auction process; and

 

  (iv)

it may be possible for a person to engage in transactions outside of Canada without regard to the take-over bid protections of Canadian securities laws.

The text of the Shareholder Rights Plan and the Spin-Off Shareholder Rights Plan can be found at www.sedar.com

PREFERRED SHARES

The directors of the Corporation may issue Preferred Shares in one or more series, each series to consist of such number of shares as determined by the directors, which may also fix the designation, rights, restrictions, conditions and limitations to be attached to the Preferred Shares of each series.

The holders of Preferred Shares, if any, do not have any voting rights for the election of directors or for any other purpose, nor are they entitled to attend meetings of the shareholders, except as to any amendment to the rights, privileges, restrictions and conditions attached to the Preferred Shares, which amendment must be approved by at least 2/3 of the votes cast at a meeting of the holders of Preferred Shares called for that purpose.

The holders of Preferred Shares are entitled to dividends, and have preference over the other classes of shares (including Common Shares) with respect to payment of dividends.

In the event of liquidation, dissolution or winding up of the Corporation or other distribution of the assets of the Corporation, the holders of Preferred Shares are entitled to receive in preference to the holders of any other classes of shares: (i) an amount equal to the amount paid up on such shares, together with, in the case of cumulative dividends, all unpaid cumulative dividends and, in the case of non-cumulative dividends, all declared and unpaid non-cumulative dividends, and (ii) if the liquidation, dissolution, winding-up or distribution is voluntary, an additional amount equal to the premium, if any, that would have been payable on the redemption of the Preferred Shares.

The Preferred Shares are redeemable or may be purchased for cancellation by the Corporation at such times and at such prices and upon such conditions as may be specified in the rights, privileges, restrictions and conditions attached to the relevant series.

 

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MARKET FOR SECURITIES

TRADING PRICE AND VOLUME

The Common Shares are listed on the TSX under the symbol “PLI”. The table below indicates the price ranges on a per share basis and the volume traded on a monthly basis during the 2017 Financial Year.

 

Month    High Price      Low Price      Close Price      Trading Volume  

January 2017

   $ 2.37      $ 2.06      $ 2.12        36,319,488  

February 2017

   $ 2.64      $ 2.02      $ 2.35        32,763,040  

March 2017

   $ 2.50      $ 2.13      $ 2.30        23,927,462  

April 2017

   $ 2.34      $ 1.98      $ 2.16        16,027,856  

May 2017

   $ 2.18      $ 1.99      $ 2.03        12,638,619  

June 2017

   $ 2.06      $ 1.63      $ 1.68        17,500,617  

July 2017

   $ 1.70      $ 1.45      $ 1.57        10,794,403  

August 2017

   $ 1.74      $ 1.12      $ 1.63        36,760,592  

September 2017

   $ 1.67      $ 1.33      $ 1.60        16,018,022  

October 2017

   $ 1.72      $ 1.35      $ 1.37        15,034,203  

November 2017

   $ 1.48      $ 1.30      $ 1.35        14,457,882  

December 2017

   $ 1.40      $ 1.22      $ 1.30        16,178,678  

Prior Sales

The following table summarizes the distribution of securities other than Common Shares that were issued during the most recently completed financial year, identifying the type of security, the price per security, the number of securities issued, expiry date and the date on which the securities were issued.

 

Month    Type of Security    Number of
Securities
    Price per Security      Expiry Date  

January 2017

   Stock Options      40,000     $ 2.22        January 16, 2022  

April 2017

   Restricted Share Units      1,220,623       n/a        December 31, 2017  

April 2017

   Stock Options      137,050     $ 2.19        April 11, 2022  

April 2017

   Warrants      10,600,407 (1)    $ 3.70        October 26, 2023  

 

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Month    Type of Security    Number of
Securities
    Price per Security      Expiry Date  

May 2017

   Stock Options      3,204,170     $ 2.07        May 18, 2027  

August 2017

   Stock Options      120,700     $ 1.21        August 24, 2027  

November 2017

   Stock Options      287,625     $ 1.40        November 23, 2027  

November 2017

   Restricted Share Units      6,228,456 (2)      n/a        December 31, 2019  

November 2017

   Warrants      54,000,000 (3)    $ 1.70        June 30, 2026  

December 2017

   Stock Options      20,325     $ 1.31        December 14, 2027  

Notes:

(1)

See our material change report dated May 2, 2017 in connection with our $25 million follow-on financing from SALP.

(2)

These securities represent the maximum number of restricted share units that could be vested assuming the achievement at 150% of all of the performance-based awards granted under the Corporation’s long-term incentive plan, which plan is described in the Corporation’s Management Information Circular for its most recent annual meeting of shareholders.

(3)

See our material change report dated November 1, 2017 in connection with the Credit Facility from SALP.

ESCROWED SECURITIES

As of March 28, 2018, to the knowledge of the Corporation, the following number of securities of the class identified below, are held in escrow:

 

Escrowed Securities
Designation of Class   Number of Securities held in Escrow   Percentage of Class
Common Shares   450,000   0.06%

450,000 shares were placed in escrow with Computershare Trust Company of Canada, as escrow agent, by Mr. Pierre Laurin, President and Chief Executive Officer of the Corporation, as security for a loan by the Corporation in the amount of $450,000 granted in order to enable Mr. Laurin to exercise options to acquire Common Shares. Mr. Laurin has previously repaid $105,133 which was applied against accumulated interest and the balance on the capital, making the amount owed as of March 23, 2017 equal to $400,000. By resolution of the Board of Directors, the loan was last amended on February 25, 2016. The 2016 amendment provides for the loan to bear interest at a rate equal to the Bank of Canada’s prime rate plus 1% per annum and stipulates that the loan is repayable upon the earlier of (i) March 31, 2019 or (ii) thirty days preceding a targeted NASDAQ or NYSE listing date of Prometic’s shares.

DIRECTORS AND EXECUTIVE OFFICERS

The two following tables set out the names, province or state of residence of the directors and officers of the Corporation as of March 28, 2018, their positions with the Corporation, their present principal occupation and, when they are directors of the Corporation, the year in which they were appointed. The present term of each director will expire immediately prior to the next annual meeting of the shareholders of the Corporation.

 

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Directors

 

Directors

Name and Province

or State and Country

of Residence

  

Board and

Committees Membership

   Director Since    Current Principal Occupation

Pierre Laurin

Québec, Canada

  

•  Board

 

•  PSDAM Committee(1)

   1994    President and Chief Executive Officer of the Corporation

Simon Best

Edinburgh, UK

  

•  Chairman of the Board

 

•  Audit, Risk and Finance Committee

 

•  HR and Compensation Committee

 

•  Corporate Governance and Nominating Committee

 

•  Defense Strategy Committee (Chair)

 

•  PSDAM Committee(1) (Chair)

   2014    Chairman of Sunergos Innovations Ltd. since September 2015

Andrew Bishop(2)

Ontario, Canada

  

•  Board

 

•  Audit, Risk and Finance Committee

 

•  Defense Strategy Committee

   2015    Co-Founder/Partner of Bingley Capital Inc. since 2009

Stefan Clulow

Ontario, Canada

  

•  Board

 

•  PSDAM Committee(1)

   2014    Managing Director and Chief Investment Officer of Thomvest Asset Management Inc. and Managing Director of Thomvest Seed Capital Inc. since May 2010

Kenneth Galbraith

British Columbia, Canada

  

•  Board

 

•  HR and Compensation Committee

 

•  PSDAM Committee(1)

   2016    Managing Director of Five Corners Capital since 2013

David John Jeans

Marlow, UK

  

•  Board

 

•  Corporate Governance and Nominating Committee

 

•  PSDAM Committee(1)

   May 10, 2017    Corporate Director

Charles Kenworthy

California, USA

  

•  Board

   2013    Executive Vice-President, Corporate Strategy, NantWorks, LLC since 2011 and President of Nant Capital, LLC.

Louise Ménard

Québec, Canada

  

•  Board

 

•  HR and Compensation Committee

 

•  Corporate Governance and Nominating Committee

 

•  Defense Strategy Committee

   2009    President, Groupe Méfor inc. since 1997

 

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Directors

Name and Province

or State and Country of Residence

  

Board and

Committees Membership

   Director Since    Current Principal Occupation

Paul Mesburis

Ontario, Canada

  

•  Board

 

•  Audit, Risk and Finance Committee

 

•  Corporate Governance and Nominating Committee

 

•  Defense Strategy Committee

   2009    Managing Principal, Empyrean Capital

John Moran(3)

California, USA

  

•  Board

   2012    Chief Medical Officer of the Corporation

Nancy Orr(4)

Québec, Canada

  

•  Board

 

•  Audit, Risk and Finance Committee

 

•  HR and Compensation Committee

 

•  Defense Strategy Committee

   2010    Consultant

Bruce Wendel

Connecticut, USA

  

•  Board

 

•  PSDAM Committee(1)

   2008    Chief Strategy Officer of Hepalink USA since June 2012

 

(1)

Plasma Strategy Development and Asset Monetization Committee.

(2)

Mr. Andrew Bishop will not stand for re-election at the next Annual General and Special Meeting of Shareholders to be held on May 9, 2018.

(3)

Dr. John Moran will not stand for re-election at the next Annual General and Special Meeting of Shareholders to be held on May 9, 2018.

(4)

Ms. Nancy Orr will not stand for re-election at the next Annual General and Special Meeting of Shareholders to be held on May 9, 2018.

Biographies

The following are brief profiles of the executive officers and directors of the Corporation, including a description of each individual’s principal occupation within the past five years.

Non-Executives Directors

Simon Geoffrey Best, Chairman of the Board. Prof. Best is a seasoned veteran of the global Lifescience Industry with experience, both as a Founder, Chief Executive Officer and Chairman or Board Member of entrepreneurial companies and as a Chairman or Board Member of major industry bodies and public sector institutions, in the UK, USA, Europe, Asia and Latin America including the UK BioIndustry Association (BIA) and the US Biotechnology Industry Organization (BIO). He is also an experienced Angel, Venture Capital and Private Equity investor. In 1999, the World Economic Forum nominated him a Global Leader of Tomorrow and in 2000, a Technology Pioneer of the Year. In 1999, he was nominated as “Science and Technology Venturer of the Year” by the Financial Times. He was awarded the London Business School Alumni Achievement Prize in 2007. He holds an MBA from London Business School and an Honorary Doctorate and B.Mus. from York University. In 2007, he was elected a Fellow of the Royal Society of Edinburgh. In 2008, he was awarded an OBE by Queen Elizabeth II and appointed a Visiting Professor of Medicine by the University of Edinburgh. From November 2015 to December 2017, Prof. Best served on the board of Evofem Inc., a women’s health company based in San Diego. From March 2010 to August 2015, Prof. Best was the Chairman of Edinburgh BioQuarter with responsibility for company formation and

 

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technology transfer for the University of Edinburgh. In September 2015, this entity was replaced by Sunergos Innovations Limited. Sunergos was reabsorbed by the University in February 2017 after which Prof. Best continued to serve as a Senior Advisor. Prof. Best held also the position of Chief Executive Officer at Aquapharm Biodiscovery Ltd. (a company in the sector of drug discovery) from May 2010 to November 2012.

Andrew Bishop. Mr. Bishop is a Partner and Co-Founder of Bingley Capital Inc., and brings over 20 years of experience in advising biotech and health care companies. He has worked on over 100 financing and M&A transactions over his career. Prior to establishing Bingley Capital in 2009, he held senior roles in investment banking, including Head of Health Care Investment Banking at HSBC Securities (Canada) Inc., where he covered biotech, pharma, and specialty pharma companies. He started his career in investment banking focused on companies in Quebec. For the past 9 years, Mr. Bishop served as a Director and Chair of Willow Breast & Hereditary Cancer Support, a not-for-profit organization focused on breast and hereditary cancer. Mr. Bishop received an International M.B.A. (with Distinction) from the Schulich School of Business at York University, and a Bachelor of Arts in Political Science and Economics from McGill University. He also received his Chartered Financial Analyst designation.

Stefan Clulow. Mr. Stefan Clulow is Managing Director and Chief Investment Officer of Thomvest Asset Management Inc. since July 2014 and Managing Director of Thomvest Seed Capital Inc. since May 2010. Prior to joining Thomvest, Stefan practiced law in Silicon Valley, California and Toronto, Ontario. Mr. Clulow sits on the boards of a number of private companies and charitable organizations. Mr. Clulow received a B.A. and an LL.B. from McGill University. He is a member of the State Bar of California and the Law Society of Upper Canada.

Kenneth Galbraith. Mr. Ken Galbraith is the Managing Director of Five Corners Capital. He joined Ventures West as a General Partner in 2007 and led the firm’s biotech practice prior to founding Five Corners Capital in 2013 to continue management of the Ventures West investment portfolio. Mr. Galbraith is a well-known and active member of the North American life sciences community with 30 years of experience acting as an executive, director, investor and advisor to companies in the biotechnology, medical device, pharmaceutical and healthcare sectors. Previously, Mr. Galbraith served as the Chairman and Interim CEO of AnorMED, a biopharmaceutical company focused on new therapeutic products in hematology, HIV and oncology, until its sale to Genzyme Corp. in a cash transaction worth almost US$600 million. Starting in the biotech sector in 1987, Mr. Galbraith spent 13 years in senior management with QLT Inc., a global biopharmaceutical company specializing in developing treatments for eye diseases and oncology, retiring in 2000 from his position as Executive VP and CFO when QLT’s market capitalization exceeded US$5 billion. He has served on the board of directors of several public and private biotechnology companies, including Zymeowrks, Angiotech Pharmaceuticals (ANPI), Aquinox (AQXP), Alder Pharmaceuticals (ALDR), Tekmira (TKMR) and Cardiome Pharma (CRME). He currently serves on the Board of Directors of Macrogenics (MGNX) and Profound Medical. Mr. Galbraith earned a Bachelor of Commerce (Honours) degree from the University of British Columbia in 1985 and appointed a Fellow of the Chartered Accountants of BC in 2013.

David John Jeans. Mr. David John Jeans, CBE, CEng, BSc MIChemE, is currently Chairman of Digital Health and Care Institute, and Edinburgh Molecular Imaging. He is also a non-executive Director of Renishaw plc. His past non-executive positions include Chairmanship of Imanova Ltd and the UK BioCentre as well as Directorships of Alliance Medical and Myconostica. He was previously the Chair of Cardiff University and a Director of the University Employers Association. From 2009 to 2011, Mr. Jeans was Deputy Chief Executive of the Medical Research Council, a member of its Audit and Risk Committee and Chaired the Trustee Board of MRC Technology until 2014. An advisor to public and third sector organizations, he was appointed by the Prime Minister of UK in 2014 as the Life Science Champion for medical technology. Mr. Jeans has lead Innovate UK’s Stratified Medicine Advisory Board since 2009 and the KTN’s Health Board since 2104, and has contributed to advisory panels for the MRC, EPSRC, NIHR and the Wellcome Trust. He serves on several Government bodies including the Ministerial Committee on Medical Technologies

 

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since 2012, was an inaugural member of the Science Advisory Council for Wales in 2012 and a founder Trustee of the Francis Crick Institute in 2010. He is also Chair of the Strategic Advisory Panel for the Singapore Government’s Diagnostics Hub since 2014. In an industrial career spanning 35 years, he held senior international leadership positions in global companies including Smith & Nephew, Bristol Myers Squibb, Johnson & Johnson and Amersham plc. Mr. Jeans headed the commercial function of GE’s Life Science business and was the Chairman of its UK Healthcare Company. His domain experience ranges from medical devices and therapeutic pharmaceuticals to in-vivo and in-vitro diagnostics; encompassing research, product development, manufacturing and commercialization. Mr. Jeans is engaged with international, national and local charities including the Africa Research Excellence Fund and the Clare Foundation. He was awarded the CBE for services to Life Sciences, Healthcare and Science in 2012.

Charles N. Kenworthy. Mr. Charles N. Kenworthy is Executive Vice-President, Corporate Strategy, NantWorks, LLC since 2011 and President of Nant Capital, LLC. Mr. Kenworthy received his Bachelor of Arts from the University of California, Los Angeles, in 1980 and his Juris Doctorate from the University of San Diego School of Law in 1985. He joined the law firm of Allen Matkins in the mid-1980’s and was a partner when he departed in 2006. Thereafter, he joined Abraxis Biosciences, LLC as Executive Vice-President, Corporate Strategy, at NantWorks, LLC.

Louise Ménard. Ms. Louise Ménard is President and director of Groupe Méfor Inc., a family holding Company since 1997. From August 2007 to October 2016, she served on the board of directors of the Société des alcools du Québec (SAQ) and was chair of its Governance Committee from 2007 to 2014, was a member of its Human Resources Committee from 2007 to 2016 and its Commercial Practices Committee from 2014 to 2016. Ms. Ménard also serves on the board of the directors of La Pièta since December 2012. From 2004 to 2007, Ms. Ménard served as board member of Compcorp Inc. (now Assuris Inc.), and was member of its Corporate Governance Committee and its Communications Committee. She also served on the board of directors of the Montreal Heart Institute Foundation from 1991 to 2006, and was a member of its Executive Committee from 1992 to 1998. From 2000 to 2002, she acted as Chairman of the board of directors of Alena Capital Inc. and from 1999 to 2001 she was on the board of directors of Bruneau Minerals Inc., a public company listed on the Montreal Stock Exchange. From 2003 to 2011, she was on the board of directors, and was a member of the Executive Committee (2003 and 2004) and the Corporate Governance Committee (2010) of On the Tip of the Toes Foundation and from 1988 to 1997, she was Vice president, Corporate and Legal Affairs of Sodarcan Inc., a public company listed on the TSX (now Aon Canada). She holds an LL.L from Université de Montréal (1973) and has graduated from the College of Directors of Laval University in 2009.

Paul Mesburis. Mr. Paul Mesburis is the Managing Principal of Empyrean Capital, and has more than twenty years of international experience in financial and capital markets. His capital markets experience encompasses senior roles for both buy-side and sell-side firms. On the buy-side, he has managed portfolios for global investment strategies in both debt and equities. On the sell-side, his experience includes senior roles in mergers and acquisitions, investment banking, and institutional equity research at HSBC Securities, Scotiabank Global Banking and Markets and Deutsche Bank Securities. His views on investments have been quoted in the media, including Report on Business of The Globe and Mail and the Financial Post, as well as the subject of features on BNN—Business News Network. In 2012, he was honoured with a Canadian Lipper Fund Award which recognizes funds that have excelled in delivering consistently strong risk-adjusted performance, relative to their peers. He received his Master of Business Administration degree from the Schulich School of Business at York University, his Bachelor of Arts degree from the University of Toronto, and has completed Executive Education at Harvard Business School. Mr. Mesburis holds the Chartered Professional Accountant (Ontario), Certified Public Accountant (Illinois) and Chartered Financial Analyst designations. He is a member of the Institute of Corporate Directors. Mr. Mesburis also serves on the board of directors and is the Chair of the Audit Committees of Avivagen Inc. and EEStor Corp. In addition, he is the Lead Director of Avivagen Inc. and Co-Chair of EEStor Corp.

 

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Nancy Orr. Ms. Orr is a consultant with 30 years of experience in the development, financing and management of industrial projects, primarily in the energy and recycling sectors. She was President of Dynamis Group Inc., from 1991 to 2007, a private company that developed, built and operated cogeneration power plants and recycled paper and wood facilities. She has significant international experience, having worked in North Africa, Czech Republic, California, Spain, Ecuador and Canada. Throughout her career, Ms. Orr has served on several boards and audit committees of public, private and government entities. She has been a director and member of the audit committees of the Bank of Canada, Dundee Wealth Management Inc., Marleau, Lemire Securities, Fibrek Inc., Donohue Inc., HEC-Montreal and Redline Communications Inc., as well as a director of Palos Capital, Services Financiers de la Caisse de dépôt et placement du Québec, Socanav Inc., the Canada Arts Council Investment Committee and the Montreal Cardiology Institute. She graduated with a MBA from Queen’s University in 1974 and a CA from McGill in 1977. She became a Fellow of the Quebec Order of Chartered Accountants in 1988. Ms. Orr currently sits on the board of directors of Mercer International Inc. and Ressources Quebec, a subsidiary of Les Investissements Quebec.

Bruce Wendel. Mr. Bruce Wendel is Chief Strategy Officer of Hepalink USA since June 2012. Mr. Wendel was Acting Chief Executive Officer of Scientific Protein Laboratories LLC from December 2014 to June 2015, a subsidiary of Shenzhen Hepalink Pharmaceutical CO., Ltd. From 2011 to 2012, he was consultant in the pharmaceutical industry. Mr. Wendel served as Vice Chairman and Chief Executive Officer of Abraxis BioScience until October 15, 2010, when Abraxis was acquired by Celgene Corporation. He was with Abraxis BioScience as of May 2006 and served as Executive Vice President of Corporate Development of Abraxis BioScience until being appointed as Executive Vice President of Corporate Operations and Development in November 2007. Mr. Wendel joined American Pharmaceutical Partners (APP) in 2004 as Vice President of Corporate Development. He began his 14 years with Bristol-Myers Squibb as in-house counsel before shifting to business and corporate development. Before joining APP, he served as Vice President, Business Development and Licensing for IVAX Corporation, a generic drug manufacturer. Previously, Mr. Wendel served in the legal departments of Playtex and Combe. He earned a Juris Doctorate degree from Georgetown University Law School, where he was an editor of Law and Policy in International Business, and a B.S. from Cornell University.

Executive Officers

 

Executive Officers
Name and Province or State and
Country of Residence
  

Office held with the Corporation

   With Prometic
Since

Pierre Laurin

Québec, Canada

   President and Chief Executive Officer    1994

Bruce Pritchard

Hertfordshire, UK

   Chief Operating Officer and Interim Chief Financial Officer    2006

Patrick Sartore

Québec, Canada

   Chief Legal Officer and Corporate Secretary    2006

John Moran

California, USA

   Chief Medical Officer    2012

 

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During the last five years, the above senior officers have held the position shown opposite their respective names or have occupied a management position with the same or a related entity except for (i) Mr. Bruce Pritchard who was appointed Chief Operating Officer on August 12, 2014. Mr. Pritchard was Chief Financial Officer of the Corporation from July 2018 to November 2015. Mr. Pritchard is Interim Chief Financial Officer since August 9, 2017 following the departure of Mr. Greg Weaver.; (ii) Dr. John Moran who was appointed on the Board of Directors in March 2012 and Chief Medical Officer of the Corporation on March 1, 2014; and (iii) Mr. Patrick Sartore who previously held the position of General Counsel and Corporate Secretary was appointed Chief Legal Officer and Corporate Secretary on May 13, 2015.

Biographies

Executive Officers Who Also Serve as Directors

Pierre Laurin, President and Chief Executive Officer. Mr. Pierre Laurin is a senior executive with over 30 years of experience in the pharmaceutical and biotechnology industry. Involved in the development of Prometic’s platform technology since 1989, Mr. Laurin founded Prometic Life Sciences Inc. in 1994. He served as Chairman until March 7, 2011 and President and Chief Executive Officer of the Corporation since its inception, he took the Corporation public on the TSX and has since raised over $650 million through equity and debt financing and multinational funding. Mr. Laurin’s corporate development achievements include the successful close of multiple licensing agreements and partnering agreements with multinationals, including two strategic agreements with the American Red Cross. Mr. Laurin’s prior experience also includes positions with various pharmaceutical companies, including Nordic Laboratories (now Sanofi) where he played a pivotal role in the commercial success of Cardizem® in Canada. Mr. Laurin holds a B.Sc. in Pharmacy and a Masters degree in Pharmaceutical Sciences from the University of Montreal.

John Moran, Chief Medical Officer. Dr. John Moran MD, FRACP, FACP, has served as Chief Medical Officer of Prometic since March 1, 2014. From 2010 until joining the Corporation, Dr. Moran was Vice President, Clinical Affairs—Home modalities at DaVita Healthcare Partners Inc. where he had the overall responsibility for quality of care and related business issues for over 20,000 home dialysis patients in over 1,000 care centers. Previously, Dr. Moran served for eight years as Senior Vice President, Clinical Affairs for Satellite Healthcare. Dr. Moran also served for, five years at Baxter Healthcare, as Global Medical Director for the Renal Division and for two years as Vice President for Clinical Development and Marketing.

Executive Officers Who Do Not Serve as Directors

Bruce Pritchard, Chief Operating Officer, and Interim Chief Financial Officer. Mr. Bruce Pritchard joined PLI as CFO of the UK subsidiary, Prometic Biosciences Ltd. (“PBL”) in 2006 and was promoted CFO of the group in 2008, relinquishing that post in November 2015. He became Chief Operating Officer in August 2014, and Interim Chief Financial Officer on August 9, 2017. He is a chartered accountant with many years of experience in general management, operations and corporate accountancy including senior finance positions with biotech and pharmaceutical companies. He has a proven track record of success in strategic acquisitions and in raising debt and equity finance. Mr. Pritchard is a Non-Executive Director and Chair of the Audit Committee of Imanova Limited. A Heriot-Watt University graduate, Mr. Pritchard gained a BA in Accountancy and Computer Science in 1993, he qualified as a Member of the Institute of Chartered Accountants of Scotland in 1996. He was appointed a Fellow of the Institute of Directors in 2014.

Patrick Sartore, Chief Legal Officer and Corporate Secretary. Mr. Patrick Sartore joined Prometic in 2006 as Senior Legal Counsel – Intellectual Property, was nominated Corporate Secretary of the Corporation in 2007. Mr. Sartore held the position of General Counsel and Corporate Secretary from May 2013 to May 2015, at which date he was appointed Chief Legal Officer and Corporate Secretary. Mr. Sartore was previously employed by Univalor Inc. as Legal Counsel and Leger Robic Richard, L.L.P., a firm specializing in Intellectual Property, Corporate and Commercial Law, as an associate attorney. Mr. Sartore has extensive experience in the areas of intellectual property, technology transfer, licensing and

 

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commercialization, private and public financing as well as general corporate and commercial law, namely in the biopharmaceutical field. Mr. Sartore graduated from the University of Montreal with a Bachelor of Law (LLB) in 1999 and was called to the Bar of Québec in 2001. Mr. Sartore also holds a Bachelor of Science, with Distinction, from Concordia University.

INDEPENDENCE

As of March 28, 2018, all of the directors were “independent” in the meaning of Regulation 52-110 respecting Audit Committees except for:

 

   

Mr. Pierre Laurin who is President and Chief Executive Officer of the Corporation.

   

Mr. Stefan Clulow who was nominated by SALP to the Board, pursuant to the 2015 Amended and Restated Loan Agreements. Pursuant to the 2015 Amended and Restated Loan Agreements, SALP is entitled to nominate one person for election to the Board.

 

   

Mr. Charles N. Kenworthy was nominated to the Board by California Capital Equity, LLC (“CCE”) (an affiliate of Abraxis Bioscience International Holding Company, Inc.), pursuant to a securities purchase agreement (the “Purchase Agreement”) entered into between the Corporation and Abraxis Bioscience International Holding Company, Inc. on September 3, 2008. Pursuant to the Purchase Agreement, CCE is entitled to nominate one person for election to the Board.

 

   

Dr. John Moran is Chief Medical Officer of the Corporation.

SECURITY HOLDINGS

As at March 28, 2018, the number and percentage of securities of Common Shares of the Corporation or its subsidiaries beneficially owned, directly or indirectly, or over which control or direction is exercised, by all directors and executive officers of the Corporation as a group is:

 

Securities    Number      Percentage of Class  

Common Shares

     18,453,449        2.6

The information as to the number of Common Shares owned or over which control is exercised, not being within the knowledge of the Corporation, has been provided by each director and executive officer or is derived from insider reports.

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

Except as indicated below, no director or executive officer of the Corporation:

 

  (a)

is, as at the date hereof, or has been within the 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

 

  (i)

was the subject to an order that was issued while they were acting in the capacity of director, chief executive officer or chief financial officer; or

 

  (ii)

was subject to an order that was issued after they ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while they were acting in the capacity of director, chief executive officer or chief financial officer.

 

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Dr. Simon Best was Chairman of Ardana PLC, a publicly-traded company on the London Stock Exchange in the UK, which went into administration on June 30, 2008. The company was unable to complete refinancing or a possible sale or merger within a required timeframe. Concurrently, trading in the company’s shares were suspended.

Ms. Nancy Orr was a director of Redline Communications Group Inc., a public company, from September 2008 to 2010 and interim CFO from September 2009 to 2010. In March 2010, it was determined that Redline had not followed proper accounting treatment. The company was therefore not in a position to issue its audited financial statements for the financial year ended December 31, 2009 and was obliged to restate its audited financial statements for the financial years 2007 and 2008. Between April 7, 2010 and June 23, 2010, the Ontario Securities Commission and the Autorité des Marchés Financiers issued several temporary cease trade orders. The last cease trade order was lifted on February 4, 2011.

Except as indicated below, no director or executive officer of the Corporation, or shareholder holding a sufficient number of securities of Prometic to affect materially the control of the Corporation:

 

  (a)

is, as of the date hereof, or has been within the 10 years before the date hereof, a director or executive office of any company (including the Corporation) that, while they were acting in that capacity, or within a year of them ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

 

  (b)

has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

No director or executive officer of the Corporation, or shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation has (i) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority; (ii) entered into a settlement agreement with a securities regulatory authority; or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered material.

CONFLICTS OF INTEREST

To the knowledge of the Corporation, no director or executive officer of the Corporation has an existing or potential material conflict of interest with the Corporation or any of its subsidiaries, except for Mr. Pierre Laurin, Mr. Stefan Clulow, Mr. Charles Kenworthy and Dr. John Moran, as disclosed under “Directors and Officers—Independence” and “Interest of Management and Others in Material Transactions”.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

To the knowledge of the Corporation, there are no material legal proceedings to which the Corporation is a party or to which its property is subject, and no such proceedings are contemplated.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

On October 17, 2001, Mr. Pierre Laurin, President and Chief Executive Officer of the Corporation, via his company, Innovon Pharmaceuticals Inc. (“Innovon”) entered into an assignment agreement with the Corporation whereby rights to PBI-1402 and PBI-1101 were assigned to the Corporation. Under this agreement, Mr. Laurin, through Innovon, is entitled to receive royalties based on the sales of PBI-1402, PBI-1101 as well as any analogs from them (eg. PBI-4050). These royalties consist of 0.5% of net sales by the Corporation or its affiliates to third parties or 3% of revenues received by the Corporation from third parties for such products.

 

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On February 21, 2002, Mr. Pierre Laurin had also entered into a loan agreement with the Corporation in the amount of $450,000 in order to enable Mr. Laurin to exercise 450,000 stock options to acquire Common Shares of the Corporation. Said 450,000 Common Shares were placed in escrow with Computershare Trust Company of Canada, as escrow agent, by Mr. Pierre Laurin, President and Chief Executive Officer of the Corporation, as security for the repayment of said loan. Said Loan was amended, and its term extended on multiple occasions. Following a resolution of the Board of Directors, the loan was last amended on February 25, 2016. The 2016 amendment provides for the loan to bear interest at a rate equal to the Bank of Canada’s prime rate plus 1% per annum and stipulates that the loan is repayable upon the earlier of (i) March 31, 2019 or (ii) thirty days preceding a targeted NASDAQ or NYSE listing date of Prometic’s shares. Mr. Laurin has repaid $105,133 which was applied against all the historical accumulated interest and the balance on the capital, making the amount owed as of March 23, 2017 equal to $400,000. As of March 28, 2018, the aggregate amount owed was $416 589.

TRANSFER AGENT AND REGISTRAR

The Corporation’s transfer agent and registrar is Computershare Trust Company of Canada, having a place of business at 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario M5J 2Y1, and the registers of transfers of each class of securities are located in Montréal, Québec and Toronto, Ontario.

MATERIAL CONTRACTS

Except for those contracts entered into in the ordinary course of business, the following material contracts of the Corporation were either entered into within the last financial year or before the last financial year but are still in effect as of the date hereof:

Structured Alpha LP (by its managing partner of Thomvest Asset Management Inc)

 

   

Prometic and SALP are parties to a first loan agreement originally dated September 10, 2013, which provides for an original issue discount loan in the principal amount of $10 million. This loan was amended and restated on July 31, 2014, March 31, 2015 and February 29, 2016, and as further amended by the First Consent and Amendment dated August 23, 2016, the Second Consent and Amendment dated October 28, 2016, the Third Consent and Amendment dated January 16, 2017, the Fourth Consent and Amendment dated March 29, 2017, the Fifth Consent and Amendment dated March 29, 2017, the Sixth Amendment dated April 27, 2017, the Seventh Consent and Amendment dated October 31, 2017.

 

   

Prometic and SALP are parties to a second loan agreement originally dated July 31, 2014 which provides for an original issue discount loan in the principal amount of $20 million. This loan was amended and restated on March 31, 2015 and February 29, 2016, as further amended by the First Consent and Amendment dated August 23, 2016, the Second Consent and Amendment dated October 28, 2016, the Third Consent and Amendment dated January 16, 2017, the Fourth Consent and Amendment dated March 29, 2017, the Fifth Consent and Amendment dated March 29, 2017, the Sixth Amendment dated April 27, 2017, the Seventh Consent and Amendment dated October 31, 2017.

 

   

Prometic and SALP are parties to a third loan agreement dated April 27, 2017 which provides for an original issue discount loan in the principal amount of $25 million. This loan was amended by the Seventh Consent and Amendment dated October 31, 2017.

 

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Prometic and SALP are parties to a fourth loan agreement dated November 30, 2017, among others, Prometic and SALP, and providing for a delayed-draw term loan of up to USD $80M (CAD $100M10) dated November 30, 2017.

Cantor Fitzgerald Canada Corporation, et al.

 

   

Underwriting Agreement dated June 20, 2017 between Prometic and Cantor Fitzgerald Canada Corporation (the Lead Underwriter), RBC Dominion Securities Inc., National Bank Financial Inc., Scotia Capital Inc., Desjardins Securities Inc., and Echelon Wealth Partners Inc.

INTERESTS OF EXPERTS

Names of Experts

The consolidated annual financial statements of the Corporation for the 2017 Financial Year included in the Corporation’s 2017 Annual Report have been audited by Ernst & Young LLP.

Interests of Experts

None of Ernst & Young LLP or its partners hold any registered or beneficial interests, directly or indirectly, in the securities of the Corporation or its associates or affiliates, and is independent of the Corporation within the meaning of the Code of Ethics of the Ordre des comptables professionnels du Québec.

AUDIT, RISK & FINANCE COMMITTEE

Audit, Risk and Finance Committee Charter

The Corporation’s Audit, Risk and Finance Committee Charter is reproduced at Appendix A.

Composition

The Audit, Risk and Finance Committee is composed of four independent and financially literate directors: its chair, Mr. Paul Mesburis, Prof. Simon Best, Mr. Andrew Bishop and Ms. Nancy Orr.

 

10 

Depending on currency fluctuations.

 

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Relevant Education and Experience

 

Member    Relevant Education and Experience
Mr. Paul Mesburis   

•  Mr. Mesburis is a Chartered Professional Accountant (Ontario), Certified Public Accountant (Illinois) and a Chartered Financial Analyst. He earned his MBA from the Schulich School of Business at York University and a B.A. from the University of Toronto.

 

•  He has more than 20 years of experience in the financial services industry. His capital markets experience encompasses roles for both buy-side and sell-side firms.

 

•  On the buy-side, he has managed portfolios for global investment strategies in both debt and equities.

 

•  On the sell-side, his experience includes senior roles in mergers and acquisitions, investment banking, and institutional equity research at HSBC Securities, Scotiabank Global Banking and Markets and Deutsche Bank Securities.

 

•  He has served as a Board member and Audit Committee member of other public and private companies.

Prof. Simon Best   

•  Prof. Best received an M.B.A. in 1985 from London Business School.

 

•  He served as Chairman of Ardana PLC, a UK company listed on the London Stock Exchange, for three years as well as Board member and Audit Committee member on other public and private companies.

Mr. Andrew Bishop11   

•  Mr. Andrew Bishop received an M.B.A. in 1993 (with distinction) from the Schulich School of Business at York University. He also received his Chartered Financial Analyst designation in 2001.

 

•  He has over 20 years of experience in investment banking and private equity. Over his career, he has evaluated many financial situations including over 100 financing and M&A transactions. He also has worked closely in the preparation of financial statements for corporations, limited partnerships and non-for-profits.

 

•  He serves as Acting Chief Financial Officer for Arch Biopartners, a public company listed on the TSXV. He has served as member of the Audit Committee of several private and non-for-profit companies.

 

11 

Mr. Andrew Bishop will not stand for re-election on the Board at the next Meeting on May 9, 2018.

 

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Member    Relevant Education and Experience
Ms. Nancy Orr12   

•  Ms. Orr received an M.B.A. from Queen’s University and a C.A. from McGill University and she has been a Fellow of the Québec Order of Chartered Accountants since 1988.

 

•  She has substantial experience as a member of several boards of directors and audit committees of public, private and government entities.

Audit, Risk and Finance Committee Oversight

Since January 1, 2014, all recommendations of the Audit, Risk and Finance Committee to nominate or compensate external auditors were adopted by the Board of Directors.

Pre-Approval Policies and Procedures

The Audit, Risk and Finance Committee has reviewed and approved non-audit services on a case-by-case basis throughout the 2017 Financial Year.

EXTERNAL AUDITOR SERVICES FEES

Ernst & Young LLP have served as the Corporation’s auditors since financial year 2010.

Audit Fees

Ernst & Young LLP provided services and billed the Corporation and its subsidiaries $522,525 for professional services rendered for 2017 Financial Year ($489,600 for the 2016 Financial Year) in relation to the audit of the Corporation’s financial statements, statutory audits of subsidiaries as well as in relation to quarterly reviews and short-form prospectus.

Audit-Related Fees

Ernst & Young LLP did not provide any audit-related services to the Corporation for 2017 and 2016 Financial Years.

Tax Fees

Ernst & Young LLP provided services and billed the Corporation $53,000 for 2017 Financial Year ($58,400 for 2016 Financial Year) for tax compliance, advice or planning services.

All Other Fees

Ernst & Young LLP provided services and billed the Corporation $38,750 for 2017 Financial Year ($38,800 for 2016 Financial Year) for translation services.

 

12 

Ms. Nancy Orr will not stand for re-election on the Board at the next Meeting on May 9, 2018.

 

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ADDITIONAL INFORMATION

Additional information relating to the Corporation may also be found on the SEDAR website at www.sedar.com or on the Corporation’s website at www.Prometic.com.

Additional information including directors’ and officers’ remuneration and indebtedness, principal holders of the Corporation’s securities and securities authorized for issuance under equity compensation plans, is contained in the Corporation’s Management Information Circular for its most recent annual meeting of shareholders that involved the election of directors.

Additional financial information is provided in the Corporation’s financial statements and management’s discussion and analysis for its most recently completed financial year.

 

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APPENDIX A

Audit, Risk and Finance Committee Charter

 

I.

Purpose

The Board of Directors of Prometic Life Sciences Inc. (the “Corporation”) is ultimately responsible for the stewardship of the Corporation, which means that it oversees the direction of the Corporation’s business and affairs delegated to the President and Chief Executive Officer and the other officers of the Corporation. To fulfill this role, the Board may delegate certain responsibilities to the Audit, Risk & Finance Committee (the “Committee”). The Committee is mainly responsible for the five (5) following fundamental matters:

(i) the Corporation’s financial reporting process and internal control systems, (ii) the Corporation’s process to identify and manage risks, (iii) the internal and external audit process; (iv) the Corporation’s communication system to provide an open avenue of communication among the external auditors, the financial and senior management, the internal auditing department (if any), and the Board of Directors and (v) the Corporation’s capital structure and its finance strategy and activities.

 

II.

General Role and Mandate

External Auditors

 

  1.

Review the independence13 and the performance of the external auditors.

 

  2.

Recommend to the Board of Directors the appointment of the external auditors, to be approved by the shareholders, for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation or the approval of any discharge of auditors where circumstances warrant.

 

  3.

Recommend to the Board of Directors for approval the fees and other compensation to be paid to the external auditors.

 

  4.

Pre-approve non-audit services to be provided to the Corporation or its subsidiaries by the external auditors, other than non-audit services: (i) that were not recognized as non-audit services at the time of the engagement and (ii) that are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Committee.

 

  5.

Oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, review the external auditors’ audit plan, discuss and approve audit scope, reliance upon management and internal audit if or when applicable, and general audit approach. At the conclusion of the audit process, and before releasing the year-end earnings, discuss the results of such audit with the external auditors including the resolution of disagreements between management and the external auditor regarding financial reporting and difficulties encountered in performing the audit.

 

  6.

Discuss with the auditors the quality and not just the acceptability of the Corporation’s accounting principles including all critical accounting policies and practices used, any alternate treatments of financial information that have been discussed with management, the ramification of their use and the auditor’s preferred treatment, as well as any other material communications with management.

 

13 

This should include at least on an annual basis, the review of all significant relationships the external auditors have with the Corporation that could impair the auditors’ independence. When discussing auditor independence, the Committee may wish to consider both rotating the lead audit partner or audit partner responsible for reviewing the audit after a number of years and establishing hiring policies for employees or former employees of its external auditor.

 

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  7.

The external auditors report to and are accountable to the Committee and the Board of Directors as representatives of shareholders.

 

  Internal

Auditors

 

  8.

Review the internal audit budget, organizational structure and qualification of the internal audit department.

 

  9.

Review and approve the internal audit department’s audit plan for the year

 

  10.

Review and approve the internal audit charter, at minimum every two years;

 

  11.

Receive communications from the head of Internal Audit on the internal audit activity’s performance relative to its plan and other matters;

 

  12.

Review the internal audit report on their review and testing of Internal Controls over Financial Reporting (“ICFR”) and Disclosure Controls at least annually

 

  13.

Makes appropriate inquiries of management and the head of internal audit to determine whether there is inappropriate scope or resource limitations.

Financial Reporting and Risk Management

 

  14.

Quarterly review of Management’s internal reporting package of the Corporation, understanding the key variances from budget and the impact on the cash flow of the Corporation.

 

  15.

Consider and review with the external and internal auditors, if or when applicable, the integrity of the Corporation’s financial reporting processes, both internal and external, and the adequacy of the Corporation’s internal controls and management financial information systems.

 

  16.

On an annual basis, review and discuss with management and the external auditors, significant risks and exposures, the steps management has taken to monitor, control and report such risks and exposures, and the effectiveness of the overall process for identifying the principal financial risks affecting financial reporting.

 

  17.

Review and discuss with management and the external auditors (including the internal auditors if any) the Corporation’s audited annual financial statements, any other financial statements to be audited, reviewed interim financial statements, management discussion and analysis and all other public disclosure documents containing material financial information, and make recommendations for their approval by the Board of Directors, prior to filing or distribution. The review should include a discussion with management and the external auditors of significant issues regarding accounting principles, practices and significant management estimates and judgments.

 

  18.

Ensure that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from its financial statements, other than the public disclosures referred to in paragraph 17 above, and periodically assess the adequacy of those procedures.

 

  19.

Review, with the Corporation’s counsel, any legal or regulatory matter that could have a significant impact on the Corporation’s financial statements.

 

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  20.

Review and make recommendations with respect to any litigation, claim or contingency that could have a material effect upon the financial position of the Corporation and the appropriateness of the disclosure thereof in the documents reviewed by the Committee.

 

  21.

Establish procedures for:

 

  (a)

the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and

 

  (b)

the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

 

  22.

Review the CEO/CFO’s report disclosing any fraud involving management or other employees who have a significant role in the issuer’s ICFR.

 

  23.

Review, if applicable, the monitoring reports from the Chair of the Corporate Governance and Nominating Committee and the Chair of the Audit, Risk & Finance Committee, pursuant to the Corporation’s Whistleblower policy.

 

  24.

Review and make recommendation regarding insurance coverage (annually or as may be otherwise appropriate).

 

  25.

Review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of present and former external auditors of the Corporation.

 

  26.

Review the Corporations Table of Authority and recommend any amendments to the Board of Directors for approval.

Financial Oversight

 

  27.

In discharging its finance oversight responsibilities, the Committee shall:

 

  a)

Review and discuss the Company’s financial plans, policies and budgets to ensure their adequacy and soundness in providing for the Company’s current operations and long-term growth;

 

  b)

Review, discuss and make recommendations to the Board concerning proposed equity, debt or other securities offerings and private placements; and

 

  c)

Review and discuss with management significant tax matters.

Other

 

  28.

Determine the appropriateness of declaring dividends.

 

  29.

Review the Corporation’s Annual Information Form and recommend its approval to the Board of Directors.

 

  30.

Prepare and publish an annual Audit, Risk & Finance Committee report in the Corporation’s annual management proxy circular.

 

  31.

Review the Annual Budget of the Corporation and recommend its approval to the Board of Directors.

 

  32.

Review and approve guidelines and policies for Treasury and Foreign Exchange operations within the group.

 

  33.

Annually review and approve the Corporation’s IT Policy for Administrators and the Corporate Travel & Expenses Policy.

 

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  34.

Establish and monitor performance of the Committee against its Annual Workplan to monitor and ensure compliance with the Charter of the Audit, Risk & Finance Committee.

 

  35.

Annually assess the effectiveness of the Committee against its general role and mandate (charter) and report the results of the assessment to the Board of Directors.

 

  36.

Review and, if necessary recommend to the Board of Directors, any update to the Charter of the Audit, Risk & Finance Committee.

 

  37.

Approve the hiring of the Chief Financial Officer and other senior management officers whose principal duties and responsibilities relate directly to the finances of the Corporation.

 

  38.

Keep records of its activities, meetings, etc. at the office of the Corporate Secretary and report periodically to the Board of Directors on its activities and make recommendations as deemed appropriate.

 

  39.

Perform any other activities consistent with its responsibilities and duties, the Corporation’s by-laws and governing law as the Committee or the Board of Directors deems necessary or appropriate.

The Audit, Risk & Finance Committee may:

 

  (a)

with the approval of the Board of Directors and at the Corporation’s expense engage independent counsel and other external advisors as it determines necessary to carry out its duties;

 

  (b)

set and pay the compensation for any such advisors employed by the Committee; and

 

  (c)

communicate directly with the internal and external auditors.

 

III.

Composition

The Audit, Risk & Finance Committee shall be comprised of a minimum of three (3) and a maximum of six (6) independent directors of the Corporation, appointed by the Board of Directors following the Annual General Meeting to serve on the Committee until the close of the next annual meeting of shareholders of the Corporation or until the member ceases to be a director, resigns or is replaced, whichever first occurs. Any member may be removed from office or replaced at any time by the Board of Directors.

A member of the Committee is independent if the member has no material relationship with the Corporation, within the meaning of Regulation 52-110 respecting Audit Committees as amended from time to time.

Unless a chairman is elected by the full Board of Directors, or if not present at the meeting, the members of the Audit, Risk & Finance Committee may designate a chairman by majority vote of the full Audit, Risk & Finance Committee membership.

All members of the Audit, Risk & Finance Committee shall be financially literate, that being defined as able to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements. However, a member who is not financially literate may be appointed to the Committee provided that the member becomes financially literate within a reasonable period of time following his or her appointment. At least one member should have accounting or related financial experience and the ability to analyze and interpret a full set of financial statements, including the notes attached thereto, in accordance with International Financial Reporting Standards (IFRS).

 

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IV.

Meetings

The Committee shall meet at least four (4) times annually, or more frequently as circumstances dictate. The Committee may ask members of management or others to attend meetings and provide pertinent information as required. Quorum for all meetings will consist of at least two (2) members.

The Committee’s Chair shall prepare an agenda in advance of each meeting in consultation with management and the other members of the Committee. External auditors may also be consulted for any item related to their responsibilities and duties.

The Committee shall meet with the external auditors, in private, at least once during the year. The Committee may also communicate with management and external auditors, if deemed necessary, on a quarterly basis to review the Corporation’s interim financial statements.

 

V.

Work Program

The Audit, Risk & Finance Committee annually establishes a work program in order to fix a schedule to fulfill its responsibilities pursuant to the content of this charter. The Committee uses such work program, inter alia, to evaluate its compliance with this charter.

 

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GLOSSARY

 

ALI: Acute Lung Injury

API: Active pharmaceutical ingredient

ARDS: Acute Respiratory Distress Syndrome

AS: Alström Syndrome

BLA: Biologics License Application

CKD: Chronic Kidney Disease

CTA: Clinical trial application

DKD: Diabetic Kidney Disease

EMA: European Medicines Agency

FDA: US Food and Drug Administration

FVC: Forced Vital Capacity

HbA1c: Glycated hemoglobin concentration

IAIP: Inter-alpha Inhibitor Proteins

IND: Investigational New Drug

IPF: Idiopathic Pulmonary Fibrosis

IRB: Institutional Review Board

IVIG: Intravenous Immunoglobulin

MHRA: UK Medicines and Healthcare Products Regulatory Agency

MPA: Medical Products Agency

NAFLD: Non-Alcoholic Fatty Liver Disease

NantPro: NantPro Biosciences, LLC

NASH: Non-Alcoholic Steatohepatitis

NDA: New Drug Application

NHDF: Normal Human Dermal Fibroblasts

PBI: Prometic Biosciences Inc.

PBL: Prometic Biosciences Ltd.

PBP: Prometic Bioproduction Inc.

PBT: Prometic Biotherapeutics, Inc.

PIDD: Primary Immunodeficiency Diseases

PIM: Promising Innovative Medicine

PPR USA: Prometic Plasma Resources (USA) Inc.

PPR: Prometic Plasma Resources Inc.

PSMT: Prometic Pharma SMT Limited

PSMTH: Prometic Pharma SMT Holdings Limited

R&D: Research and Development

SALP: Structured Alpha LP

T2DMS: Type 2 Diabetes with Metabolic Syndrome

Telesta: Telesta Therapeutics Inc.

TMP: Tympanic Membrane Perforations

 

* * *

 

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Exhibit 99.16

 

LOGO

Prometic Life Sciences Inc.

Annual Information Form

Year ended December 31, 2018

April 1, 2019


Table of Contents

Annual Information Form

Year ended December 31, 2018

 

FORWARD-LOOKING STATEMENTS

     3  

MARKET AND INDUSTRY DATA

     4  

TRADEMARKS

     4  

CORPORATE STRUCTURE

     4  

Name and Incorporation

     4  

Intercorporate Relationships

     5  

GENERAL DEVELOPMENT OF THE BUSINESS

     5  

Overview

     5  

Three-Year History

     6  

DESCRIPTION OF THE BUSINESS

     17  

General

     17  

COMPETITIVE CONDITIONS

     32  

RAW MATERIALS, COMPONENTS

     32  

INTELLECTUAL PROPERTY RIGHTS

     32  

PRODUCT DEVELOPMENT

     34  

Research and Development

     34  

ENVIRONMENTAL PROTECTION

     35  

EMPLOYEES

     35  

RISKS AND UNCERTAINTIES RELATED TO PROMETIC’S BUSINESS

     35  

DIVIDENDS

     53  

DESCRIPTION OF CAPITAL STRUCTURE

     53  

Common Shares

     53  

Preferred Shares

     54  

MARKET FOR SECURITIES

     54  

Trading Price and Volume

     54  

DIRECTORS AND EXECUTIVE OFFICERS

     55  

Independence

     61  

Security Holdings

     61  

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

     61  

Conflicts of Interest

     62  

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

     62  

TRANSFER AGENT AND REGISTRAR

     62  

MATERIAL CONTRACTS

     62  

INTERESTS OF EXPERTS

     63  

AUDIT, RISK & FINANCE COMMITTEE

     64  

EXTERNAL AUDITOR SERVICES FEES

     65  

ADDITIONAL INFORMATION

     65  

Appendix A

     66  

GLOSSARY

     71  

 

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This Annual Information Form is dated April 1st, 2019 and, unless it is stated otherwise, all the information disclosed in this Annual Information Form is provided as of December 31, 2018, the end of Prometic Life Sciences Inc.’s most recent financial year.

As used in this Annual Information Form, unless the context otherwise requires or indicates: (i) the “Corporation” or “Prometic” or “we” refer collectively to Prometic Life Sciences Inc. and its subsidiaries and predecessors; (ii) all references to “$” or dollars are in Canadian dollars unless otherwise specified.

FORWARD-LOOKING STATEMENTS

This Annual Information Form contains forward-looking statements about Prometic’s objectives, strategies, financial condition, future performance, results of operations and businesses as of the date of this Annual Information Form.

These statements are “forward-looking” because they represent Prometic’s expectations, intentions, plans and beliefs about the markets the Corporation operates in and on various estimates and assumptions based on information available to its management at the time these statements are made. Without limiting the generality of the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “intend”, “could”, “would”, “estimate”, “continue”, “plan” or “pursue”, or the negative of these terms, other variations thereof or comparable terminology, are intended to identify forward-looking statements although not all forward-looking information contains these terms and phrases. Forward-looking information is provided for the purposes of assisting the reader in understanding the Corporation and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments and therefore the reader is cautioned that such information may not be appropriate for other purposes.

Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the obtention of required regulatory approvals, the availability of funds and resources to pursue research and development (“R&D”) projects, the successful and timely completion of clinical studies, our ability to take advantage of business opportunities in the pharmaceutical industry, reliance on key personnel, collaborative partners and third parties, the validity and enforceability of, our patents and proprietary technology, our ability to access capital, the use of certain hazardous materials, the availability and sources of raw materials, currency fluctuations, the value of our intangible assets, negative operating cash flow, legal proceedings, uncertainties related to the regulatory process, general changes in economic or market conditions and other risks related to Prometic’s industry. More detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations can be found in this Annual Information Form under the heading “Risks and Uncertainties Related to Prometic’s Business”.

Although Prometic has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Therefore, there can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, you should not place undue reliance on forward-looking statements.

As a result, Prometic cannot guarantee that any forward-looking statement will materialize. Prometic assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

 

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MARKET AND INDUSTRY DATA

 

We have obtained the market and industry data presented in this Annual Information Form from a combination of third-party sources and the estimates of management. Although we believe that these third-party sources and our management estimates are reliable, the accuracy and completeness of such data is not guaranteed and has not been verified by any independent sources. Market and industry data, including estimates and projections relating to size of market and market share, is inherently imprecise and cannot be verified due to limitations on the availability and reliability of data inputs, the voluntary nature of the data gathering process and other limitations inherent in any market research or other survey. Management’s estimates are based on internal research, its knowledge of the relevant market and industry and third party sources. While we are not aware of any misstatements regarding the market and industry data presented in this Annual Information Form, such data involve risks and uncertainties and are subject to change based on various factors, including those factors discussed under the headings “Forward-Looking Statements” and “Risks and Uncertainties Related to Prometic’s Business”.

TRADEMARKS

This Annual Information Form includes registered and unregistered trademarks such as Prometic, RyplazimTM, Mimetic Ligand, PPPS, PrioClear, Purabead® which are protected under applicable intellectual property laws and are the property of Prometic. Solely for convenience, our trademarks referred to in this Annual Information Form and in other publicly filed documents may appear without the ® or symbol, but such references are not intended to indicate, in any way, that we will not assert our rights to the fullest extent under applicable law. All other trademarks used in this Annual Information Form are the property of their respective owners.

CORPORATE STRUCTURE

Name and Incorporation

Prometic was incorporated on October 14, 1994 under the Canada Business Corporations Act (the “CBCA”) under the name Innovon Life Sciences Holdings Limited.

On December 21, 1995, the Corporation amended its articles of incorporation (the “Articles”) to remove the private company restrictions. On June 6, 1996, the Corporation amended the provisions pertaining to the minimum and maximum number of directors. On April 10, 1995, October 10, 1995, June 19, 1997 and August 14, 1997, the Corporation made adjustments to its authorized share capital. On May 19, 1998, the Corporation changed its name to Prometic Life Sciences Inc. and simplified its authorized share capital structure such that the Corporation was authorized to issue an unlimited number of subordinate voting shares, 20,000,000 multiple voting shares and an unlimited number of preferred shares, issuable in series. On February 16, 2000, the Corporation created its initial two series of preferred shares. On May 15, 2008, the Corporation amended its share capital by re-designating its subordinate voting shares into common shares and repealing its multiple voting shares. On January 25, 2013, the Corporation removed the authorized Preferred Shares Series A and Preferred Shares Series B from its share capital. On June 1, 2017, the Corporation amended its Articles to provide that the directors of the Corporation may appoint one or more additional directors in accordance with the CBCA prior to the next annual meeting of the shareholders of the Corporation. On November 13, 2018, the Corporation amended its share capital to create Series “A” Preferred Shares.

As at the date of this Annual Information Form, its head and registered office is located at 440 Armand-Frappier Blvd., Suite 300, Laval, Québec, H7V 4B4, Canada.

 

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Intercorporate Relationships

The Corporation is structured as a parent company with nine material separate operating entities which all are operated through subsidiaries directly controlled by the Corporation (Prometic Biotherapeutics Inc. (“PBT”), Prometic Bioseparations Ltd. (“PBL”), Prometic Plasma Resources Inc. (“PPR”), Prometic Plasma Resources (USA) Inc. (“PPR USA”), Prometic Biosciences Inc. (“PBI”), Prometic Bioproduction Inc. (“PBP”), NantPro Biosciences, LLC (“NantPro”) and Telesta Therapeutics Inc. (“Telesta”)), and one of which (Prometic Pharma SMT Limited (“PSMT”)) is operated through an entity indirectly held by a subsidiary of the Corporation (i.e. PBI) via a holding company (Prometic Pharma SMT Holdings Limited (“PSMTH”)).

The following chart indicates:

 

  (i)

the name of the corporations and their acronym;

 

  (ii)

jurisdiction of incorporation of the Corporation’s above-mentioned direct and indirect material operating divisions and principal subsidiaries;

 

  (iii)

voting interest (expressed as a percentage) beneficially owned, controlled or directed by the Corporation in each subsidiary.

 

LOGO

 

*

Subsidiary that has assets or revenues representing more than 10% of the consolidated assets or consolidated revenues of the Corporation.

GENERAL DEVELOPMENT OF THE BUSINESS

Overview

Prometic’s core business consists of being a biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform, the small molecule therapeutics platform, stems from the discovery of the linked role of two receptors involved in the regulation of the healing process and proprietary drug discovery strategies to modulate these to promote tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is expected to enter pivotal phase 3 clinical

 

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trials for the treatment of Alström syndrome (AS) in H2, 2019. The second drug discovery and development platform, the plasma-derived therapeutics platform, leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen) (“RyplazimTM”). We also intend to eventually leverage this platform’s higher recovery yield potential to advance other plasma-derived therapeutics. Furthermore, the Corporation is continuing its efforts to secure its plasma supply through the third party supply contracts and expansion of its own collection activities for its plasma processing needs. As part of its legacy non-core business, the Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset some of the costs of its own R&D investments. The Corporation has also taken the strategic initiative to out license and partner rights for RyplazimTM and seek to divest non-core assets as part of its new focused strategy.

We are headquartered in Laval, Quebec (Canada) and have R&D facilities in Canada, the United Kingdom (“UK”) and the United States (“USA”), manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the USA, Europe and Asia.

Prometic’s common shares (the “Common Shares”) trade on the Toronto Stock Exchange (“TSX”) under the symbol “PLI” and the OTCQX International under the symbol “PFSCF”.

Three-Year History

2019

The Corporation is facing increasingly challenging financial and business conditions, including an inability to raise sufficient equity, equity-linked or debt financing to fully fund execution of its business plan, and delays in the commercialization of its lead drug candidate RyplazimTM, all while undertaking significant research and development expenditures in the pursuit of its drug discovery platforms. Over the last few months, the Corporation has explored numerous alternatives to increase shareholder value, ensure the funding of the Corporation’s drug discovery platforms, service and repay its outstanding credit facilities and decrease its debt to equity leverage levels, which levels have been a major hurdle for the Corporation to secure required financing.

The Corporation originally filed a Biologics License Application (“BLA”) with the U.S. Food and Drug Administration (“FDA”) for its plasminogen replacement therapy (RyplazimTM), which was accepted by the FDA in October 2017. In April 2018, the FDA, via a Complete Response Letter sent to the Corporation, identified the need for the Corporation to make a number of changes in the Chemistry, Manufacturing and Controls (“CMC”) section of its BLA before the FDA could consider granting approval of RyplazimTM. The FDA’s action caused a delay in bringing RyplazimTM to market. Following this setback, the Corporation worked diligently with its external consultants to develop an action plan to address the changes to the CMC section requested by the FDA, with a view to ensure that such changes would be judged satisfactory. This action plan was submitted to the FDA in August 2018. In September 2018, the Corporate had a Type C meeting with the FDA during which the FDA agreed with the Corporation’s proposed action plan for the implementation of additional analytical assays and in-process controls related to the RyplazimTM manufacturing process as confirmed in the FDA’s Minutes which were received by the Corporation in October 2018. Having received positive feedback from the FDA, the Corporation is in the process of finalizing the process performance qualification protocol in anticipation of commencing the manufacturing of additional RyplazimTM conformance lots. Despite the delays explained above, the Corporation remains committed and focused on obtaining the FDA’s approval and bringing RyplazimTM to market, along with its other leading drug candidates.

During the past two years, the Corporation has pursued a series of initiatives to extend its cash runway to better position the Corporation to achieve its objectives. These include the implementation of cost-control measures, such as a significant reduction in the Corporation’s cash use in 2019, attributable to significant growth in its bioseparation

 

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revenues and a reduction of research and development expenditures by approximately $30 million, as compared to 2018 levels. In November 2018, the Corporation also secured an extension of the maturity dates of all of the Corporation’s outstanding debt with Structured Alpha LP (“SALP”) to September 2024 (the “Term Extension”), a step intended to facilitate equity and equity-linked capital raising initiatives. In addition, on November 28, 2018, the Corporation entered into an at-the-market (“ATM”) equity distribution agreement with Canaccord Genuity Corp (“Canaccord”) acting as agent (the ”Standby Equity Agreement”), enabling the Corporation, subject to the conditions set forth in the Standby Equity Agreement and other restrictions, to issue tranches of Common Shares from treasury, at prevailing prices and in appropriate market conditions with an aggregate gross sales amount of up to approximately $31 million over a sixteen-month period.

Over the course of 2018, the Corporation also pursued non-dilutive funding initiatives, including potential commercial and partnering transactions to strengthen its financial position, as well as equity and equity-related financing initiatives with multiple financial institutions, including United States and Canadian investment banking firms, institutional investors, and public sector pension plans and financial institutions. The Corporation has been unsuccessful in obtaining any capital from these initiatives. Despite these efforts, other than the limited use of the ATM and the exercise of warrants by a significant shareholder in February 2018, the Corporation’s sole source of financing for nearly two years has been from its main secured creditor, SALP, through several debt financings.

On December 19, 2018, the Board of Directors replaced its Chief Executive Officer, Pierre Laurin, and retained Professor Simon Best as interim Chief Executive Officer with a specific mandate to restructure the Corporation’s operations and stabilize its capital structure, including the identification of options available to the Corporation in light of its financial difficulties and the evaluation of various financing alternatives for the Corporation.

In the first few months of 2019, the combination of volatile capital markets, difficult operating conditions, delays in obtaining FDA approval for the RyplazimTM BLA, the size of SALP’s existing debt position and the strength of SALP’s associated security rights made it impossible for the Corporation to raise equity, equity-linked or additional debt financing, despite SALP’s constructive participation in such efforts. The solicitation of numerous financial institutions and discussions with certain of the Corporation’s existing stakeholders with respect to a broad range of potential transactions did not result in the proposal or closing of any viable financing proposal. During such period, the Corporation continued to implement a number of restructuring measures identified in 2018 with the objective of improving future earnings, reducing ongoing operating costs and enhancing the Corporation’s ability to raise financing.

In February 2019, the Corporation engaged Lazard Frères & Co LLC (“Lazard”), a global financial advisory and asset management firm, to review and execute two key strategic transactions for the Corporation, one of which aimed to raise non-dilutive capital from a licensing partnership for one of the Corporation’s late-stage assets and the other consisting of the trade-sale of some of the Corporation’s non-core operations. While Lazard has made promising initial progress in building competitive processes for these, no transaction is expected to close before the end of the second quarter of 2019.

In February 2019, the Corporation secured an additional USD $10 million from SALP under the existing loan agreement originally entered into with SALP in November 2017; and in March 2019 the Corporation secured a further USD $5 million from SALP under this same loan facility.

Despite having pursued numerous financing alternatives unsuccessfully, the Corporation continues to explore initiatives to address its near- and long-term funding requirements. The Corporation believes that any such initiative must include a refinancing, restructuring or recapitalization of the Corporation’s indebtedness to SALP and a significant market-based equity financing to bridge the Corporation to value creation catalysts – primarily, partnerships and monetization of non-core assets and the potential Rare Disease Pediatric Priority Review Voucher for Ryplazim.

 

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The following items have been designated as the Corporation’s highest near-term priorities for 2019:

 

   

The restructuring of the Corporation’s finances and raising capital.

 

   

The earliest possible submission of responses to address FDA questions about the RyplazimTM BLA.

 

   

The filing and approval of an Investigational New Drug application (“IND”) to enable the commencement of the pivotal phase 3 clinical trial of PBI-4050 in Alström Syndrome.

 

   

The signing of out-licensing and partnering agreements for late stage assets and/or the monetization of non-core assets.

2018

Corporate

April. Prometic announced that Mr. Bruce Wendel was joining the Executive team as Chief Business Development Officer (CBDO). Mr. Wendel had been serving on the Board of Directors of Prometic Life Sciences Inc. since 2008.

May. Prometic reported the highlights from its 2018 annual and special meeting of shareholders and Board of Directors election results. The following Directors were elected to hold offices until the next annual meeting of shareholders or until their successors are elected or appointed: Prof. Simon Best, Mr. Stefan Clulow, Mr. Ken Galbraith, Mr. David John Jeans, Mr. Charles Kenworthy, Mr. Pierre Laurin, Ms. Louise Ménard, Mr. Paul Mesburis, Ms. Kory Sorenson and Mr. Bruce Wendel.

October. Prometic signed a binding letter of intent with SALP, to extend the maturity dates of its USD $80 million (CAD $100 million) line of credit and Original Issue Discount Notes.

November. Prometic closed the transaction disclosed in October 2018 with SALP extending the maturity dates of its USD $80 million (CAD $100 million) line of credit and Original Issue Discount Notes to September 2024. As part of the consideration for the extension of the maturity dates for the Debt, Prometic cancelled 100,117,594 existing warrants and granted 128,056,881 warrants to SALP, bearing a term of 8 years and exercisable at a per share price equal to $1.00.

November. Prometic entered into a Standby Equity Agreement with Canaccord acting as agent. The ATM program allows the Corporation, at its sole discretion, subject to the conditions set forth in the Standby Equity Agreement, to issue small tranches of Common Shares from treasury, at prevailing prices and in appropriate market conditions for a sixteen-month period.

December. The Board of Directors announced that it had named Prof. Simon Best as Interim Chief Executive Officer. Prof. Best had been the Chairman of the Prometic Board of Directors since May 2014 and has over 30 years of global life sciences expertise with a focus on business development, strategic planning and product commercialization. Prof. Best succeeded Mr. Pierre Laurin who stepped down from his management and board responsibilities.

Plasma-Derived Therapeutics

February. Prometic announced that an orphan drug designation status was granted to its Inter-Alpha-Inhibitor-Proteins (IaIp) for the treatment of necrotizing enterocolitis (“NEC”) by the US Food and Drug Administration (FDA).

February. Prometic provided an update regarding its clinical development programs and confirmation of its priorities regarding its lead drug candidates.

 

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March. The FDA granted to Prometic a Rare Pediatric Disease Designation to its IaIp for the treatment of NEC. See update in section entitled “Update on other plasma-derived drug candidateInter Alpha-One Inhibitor proteins (IAIP)” on page 28.

Also in March. Prometic provided an update on the status of the U.S. Food and Drug Administration review of its Biologics License Application (“BLA”) for Ryplazim. See section entitled “Lead Drug Product Candidate—Plasminogen” for additional information.

April. Prometic announced positive clinical data from its pivotal Intravenous Immunoglobulin (IVIG) phase 3 clinical trial, meeting its clinical primary and secondary endpoints in adult patients suffering from primary immunodeficiencies (PID). The clinical data presented at the Clinical immunology Society Annual Meeting in Toronto on April 27-28, 2018 on Prometic’s IVIG demonstrated comparable safety and efficacy data to existing commercial IVIG products without any significant drug related safety issues. Completion of a robust Chemistry, Manufacturing and Controls (CMC) package for IVIG prior to filing a BLA still requires substantial work, time and investment.

October. Prometic announced that it completed a Type C meeting relating to its planned steps for filing the amended BLA for RyplazimTM for which the FDA agreed with the Corporation’s proposed action plan for the implementation of additional analytical assays and in-process controls related to RyplazimTM manufacturing process. As a result of the feedback received during the Type C meeting, Prometic was able to finalize the process performance qualification (PPQ) protocol in anticipation of commencing the manufacturing of additional RyplazimTM conformance lots. See section entitled “Lead Drug Product Candidate—Plasminogen” for additional information.

Small Molecule Therapeutics

January. Prometic announced the outcome of a successful clinical trial protocol development Type C meeting with the FDA for its orally active anti-fibrotic lead drug candidate, PBI-4050. The purpose of the meeting was to reach agreement on the design of the phase 3 pivotal clinical trial for PBI-4050 in patients with idiopathic pulmonary fibrosis (IPF). However, whilst several major pharmaceutical companies have confirmed their potential interest in partnering PBI-4050 for this indication during the past year, their recent feedback is that would not be prepared to take on the risks and costs of such a phase 3 clinical without the prior completion by the Corporation of a randomized, placebo-controlled, phase 2b trial sufficiently powered to confirm PBI-4050’s relative efficacy vs. standard-of-care and the optimal PBI-4050 dose to maximize said efficacy. Despite the additional time and investment required, Prometic continues to believe that PBI-4050 is still well-placed to achieve regulatory approval in due course as a new treatment for IPF with distinct clinical benefits. Prometic is therefore also reviewing its options for a randomized, placebo-controlled, phase 2b study of PBI-4050 in IPF as a further use-of-proceeds for the new equity funds it is seeking to raise.

February. Prometic announced the publication in the American Journal of Pathology, the official journal of the American Society of Investigational Pathology, of the novel antifibrotic mechanism of action of its small molecule lead drug candidate, PBI-4050. The paper entitled “A Newly Discovered Antifibrotic Pathway Regulated by Two Fatty Acid Receptors: GPR40 and GPR84” documents the discovery of an antifibrotic pathway involving these two receptors.

March. Prometic announced new clinical data from its ongoing phase 2 open label clinical trial being conducted in the United Kingdom investigating PBI-4050 for the treatment of patients with AS. The clinical study, which had enrolled 12 patients, reported that clinical activity and tolerability of PBI-4050 was sustained with prolonged treatment. The average treatment duration of PBI-4050 for the 12 patients reached 52 weeks and further clinical activity in the heart and liver was observed with longer treatment exposure.

April. Prometic announced positive clinical activity observed in Alström syndrome (AS) patients treated with PBI-4050 in the ongoing phase 2 open label clinical trial being conducted in the UK. The new clinical data were presented at The International Liver Congress 2018, the annual meeting of the European Association for the Study of the Liver (EASL) in Paris.

 

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May. Prometic announced an oral presentation of new clinical data assessing the effect of its lead small molecule candidate, PBI-4050, on blood biomarkers for the treatment of idiopathic pulmonary fibrosis (IPF) at the American Thoracic Society (ATS) 2018 International Conference.

June. Prometic announced the presentation of four posters at the American Diabetes Association’s 78th Scientific Sessions taking place in Orlando, Florida, June 22 – 26, 2018. The posters and data presented at the conference suggested that PBI-4547 offers the potential to successfully address significant unmet medical needs in liver fibrosis, nonalcoholic steatohepatitis (NASH), nonalcoholic fatty liver disease (NAFLD), obesity and diabetes.

August. The FDA granted to Prometic a Rare Pediatric Disease Designation to its small molecule drug candidate, PBI-4050, for the treatment of Alström syndrome (AS). In addition to the Rare Pediatric Disease Designation, PBI-4050 was previously granted Orphan Drug Designation by the FDA and the EMA for the treatments of AS and idiopathic pulmonary fibrosis (IPF) as well as PIM (Promising Innovative Medicine) designation by the UK Medicines and Healthcare products Regulatory Agency (MHRA) for the treatment of IPF and AS.

August. Prometic announced the publication of a paper further elucidating the mechanism of action of its lead drug candidate, PBI-4050, on liver fibrosis in the Journal of Pharmacology and Experimental Therapeutics. The paper entitled “PBI-4050 reduces stellate cell activation and liver fibrosis through modulation of intracellular ATP levels and LKB1-AMPK-mTOR pathway” details the antifibrotic signalling pathway modulated by PBI-4050.

September. Prometic hosted a Key Opinion Leader meeting on PBI-4050, an investigational drug being investigated for the treatment for Alström Syndrome (AS) and a promising therapeutic candidate for the treatment of non-alcoholic steatohepatitis (NASH) in New York City.

December. Prometic confirmed its decision to formally pursue AS as a clinical indication for PBI-4050 following positive feedback from recent meetings with regulatory authorities. These meetings provided Prometic with clinical and regulatory guidance, enabling the finalization of the design of a pivotal placebo-controlled phase 3 clinical trial, including agreement on multiple endpoints including liver and cardiac fibrosis, which trial Prometic expects to commence in H2, 2019.

2017

Corporate

February. California Capital Equity, LLC, exercised 44,791,488 share purchase warrants at a price of $0.47 per share for total proceeds of $21,051,999 to the Corporation.

March. Prometic entered into a binding agreement to secure a follow-on investment from SALP, consisting of a $25 million loan.

April. Prometic closed the follow-on investment with SALP, consisting of a $25 million loan (the “Loan”). The Loan was secured by Prometic’s assets, excluding its patent portfolio. The redemption value of the Loan implied a compounded annual interest rate of approximately 8.5%. No interest or principal needs to be repaid before July 31, 2022. As part of this transaction, Prometic granted SALP a warrant to purchase 10,600,407 Common Shares at an exercise price of $3.70 per Common Share with a term expiring in October 2023. No material additional security or covenants have been granted to SALP, over those already in place by the current original issue discount notes.

May. Prometic reported the highlights from its 2017 annual and special meeting of shareholders and Board of Directors election results. The following Directors were elected to hold offices until the next annual meeting of shareholders or until their successors are elected or appointed: Prof. Simon Best, Mr. Andrew Bishop, Mr. Stefan Clulow, Mr. Ken Galbraith, Mr. David John Jeans, Mr. Charles Kenworthy, Mr. Pierre Laurin, Ms. Louise Ménard, Mr. Paul Mesburis, Dr. John Moran, Ms. Nancy Orr, Mr. Bruce Wendel.

 

 

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June. Prometic entered into an agreement with Cantor Fitzgerald Canada Corporation as a lead underwriter and sole bookrunner, on its own behalf and on behalf of a syndicate of underwriters (collectively, the “Underwriters”) under which the Underwriters agreed to buy on a bought deal basis, 31,250,000 Common Shares at a price of $1.70 per Common Share for gross proceeds of $53,125,000 (the “Offering”). Prometic also granted the Underwriters an option to purchase an additional 4,687,500 Common Shares at the same offering price for a period of 30 days following the closing of the Offering (the “Over-Allotment Option”). In consideration for the services to be rendered by the Underwriters under the Offering, the Underwriters received a cash commission equal to 6% of the gross proceeds raised under the Offering.

July. Prometic closed the above-mentionned $53,125,000 million bought deal equity offering of Common Shares through the syndicate of underwriters led by Cantor Fitzgerald Canada Corporation as the lead underwriter and sole bookrunner, and including RBC Dominion Securities Inc., National Bank Financial Inc., Scotia Capital Inc., Desjardins Securities Inc. and Echelon Wealth Partners Inc. Prometic issued 31,250,000 Common Shares at a price of $1.70 per Common Shares for gross proceeds of $53,125,000. In addition, Prometic completed a concurrent, non-brokered private placement of 5,045,369 Common Shares at a price of $1.70 per Common Shares (the “Private Placement”) with SALP following the exercise by SALP of its pre-emptive right to participate in any future public offering of Prometic’s Common Shares. The $8.6 million in proceeds from the Private Placement were used to offset and reduce the total amount owed by Prometic to SALP pursuant to the previously mentioned Loan entered into in April, 2017.

October. Prometic entered into a binding letter of intent to secure a USD $80 million (CAD $100 million) line of credit (the “Credit Facility”) from SALP.

December. Prometic closed the previously mentioned USD $80 million (CAD $100 million) Credit Facility with SALP. As partial consideration for establishing the Credit Facility, Prometic granted SALP an initial 10 million warrants with an exercise price of CAD $1.70 per Common Shares with a term expiring June 30, 2026, alongside an additional 44 million warrants at the same exercise price and term, which will vest in tranches each time Prometic draws an additional amount of USD $10 million (CAD $12.5 million) under the Credit Facility. Drawing on the first 4 tranches of USD $10 million (CAD $12.5 million) would each cause 5 million warrants to vest, whereas drawing on the second set of 4 tranches of USD $10 million (CDN $12.5 million) would each cause 6 million warrants to vest. All amounts drawn from the Credit Facility will bear interest of 8.5% per annum and the principal was originally repayable on November 30, 2019. See update in section “Three-Year History, 2018” on page 8.

Plasma-Derived Therapeutics

January. Prometic announced that it had amended its licensing agreement originally entered into with Hematech BioTherapeutics Inc., (“Hematech”) in May 2012 (the “License Agreement”). Prometic reacquired the rights initially granted to Hematech in the License Agreement, to a 50% share of the potential worldwide profits related to sales of its plasminogen for treatment of plasminogen congenital deficiency (the “Rights”), if approved for commercial sale.

April. Prometic completed the filing of its plasminogen Biologics License Application (“BLA”) with the U.S. Food and Drug Administration (“FDA”) for the treatment of patients with congenital plasminogen deficiency. Prometic’s plasminogen had earlier been granted Orphan Drug and Fast Track Designations by the FDA for said indication.

May. Prometic presented new data at the 2017 American Thoracic Society (ATS) International Conference in Washington, D.C. The data presented included results from a phase 2 clinical trial evaluating PBI-4050 in patients with IPF, and the benefits of plasminogen administration in reducing lung injury in a gold standard animal model of ALI/ARDS associated with acute pancreatitis. Prometic also presented new data showing the benefits of plasminogen administration in reducing lung injury in an animal model of ALI/ARDS associated with acute pancreatitis. Acute lung injury (ALI) and acute respiratory distress syndrome (ARDS) are life-threatening conditions resulting in respiratory failure in the critically ill patient.

 

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July. Prometic announced new long-term clinical data from its pivotal phase 2/3 trial of Ryplazim in patients with congenital plasminogen deficiency. The data demonstrated that in 10 patients treated with RyplazimTM for a total of 48 weeks, there was no observed recurrence of lesions and no tolerability issues observed related to this longer-term dosing. Prometic had previously reported clinical data from this pivotal phase 2/3 trial, in which Prometic observed that RyplazimTM treatment consistently replaced and maintained the plasminogen concentration in plasma at an adequate level and that all lesions resolved in all 10 patients treated for 12 weeks. We believe this data fulfilled the clinical information required for the BLA filing with the FDA for the Accelerated Regulatory Pathway Approval. Under the same pivotal phase 2/3 protocol, these 10 patients had been treated for an additional 36 weeks, for a total drug exposure period of 48 weeks.

August. The FDA granted a Rare Pediatric Disease Designation to Prometic’s RyplazimTM for the treatment of patients with congenital plasminogen deficiency, or hypoplasminogenemia. The FDA grants Rare Pediatric Disease Designation for serious or life-threatening diseases in which the serious or life-threatening manifestations primarily affect individuals aged from birth to 18 years, including age groups often called neonates, infants, children, and adolescents.

October. The FDA accepted the filing of Prometic’s BLA for its RyplazimTM replacement therapy and granted a priority review status and set a Prescription Drug User Fee Act (PDUFA) action date for April 14, 2018. See update on the status of the FDA’s review of its BLA for Ryplazim and PDUFA action date (Section “Update on RyplazimTM BLA” of this AIF on page 25).

October. Health Canada granted priority review status for the New Drug Submission (“NDS”) Prometic plans to file for its RyplazimTM replacement therapy for the treatment of patients with plasminogen deficiency. Priority review status is granted by Health Canada to a NDS for serious, life-threatening or severely debilitating diseases or conditions for which there is substantial evidence of clinical effectiveness that the drug provides. Prometic intends to file an NDS for RyplazimTM for congenital deficiency as soon as possible following receipt of its BLA for RyplazimTM.

Also in October. Prometic received from the Swedish Medical Products Agency (MPA) a clinical trial application (“CTA”) approval to commence a phase 2 clinical trial of its plasminogen for the treatment of patients suffering from diabetic foot ulcers (DFUs). The phase 2 clinical trial is a prospective, dose escalation study of the safety, feasibility and initial efficacy of subcutaneous plasminogen for the treatment of DFUs in 20 adult subjects. As part of its overall strategy to streamline its focus on all research and development activities and reduce costs, Prometic has decided to suspend DFU clinical trial.

November. Prometic reported that it had received from the Swedish MPA a CTA approval to commence a clinical trial of its plasminogen for the treatment of patients suffering from chronic tympanic membrane perforations (TMPs). The clinical trial is a dose escalation, randomized, placebo-controlled study designed to investigate the safety, feasibility and initial efficacy of local injections of a novel and proprietary plasminogen formulation for the treatment of chronic TMPs.

Also in November. Prometic announced interim six-month clinical data from its ongoing pivotal Intravenous Immunoglobulin (“IVIG”) phase 3 clinical trial in patients suffering from primary immunodeficiencies disease (PIDD) following review of the data by the Data Safety Monitoring Board (DSMB), which recommended that the study proceed. We believe this data would eventually meet Health Canada’s requirements for a New Drug Submission (NDS) filing with at least 20 evaluable PIDD patients treated with Prometic’s IVIG for a minimum six-month period together with comparison data from a similar six-month period during which patients received comparable commercially approved IVIG products.

 

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December. Orphan drug designation status was granted to Prometic’s Ryplazim for the treatment of Idiopathic Pulmonary Fibrosis (“IPF”) by the FDA. In an animal model that emulates pulmonary fibrosis in humans, Prometic’s Ryplazim performed favorably compared to recently- approved IPF drugs to treat this condition. We observed that Ryplazim significantly reduced tissue scarring in the lungs, indicating the potential for providing clinically significant improvement and stabilization in lung function.

Small Molecule Therapeutics

January. Prometic announced that its orally active lead drug candidate, PBI-4050, was granted an orphan drug designation status for the treatment of Alström Syndrome (“AS”) by the European Commission.

Also in January. Prometic announced that PBI-4050 has been issued a Promising Innovative Medicine (“PIM”) designation by the UK Medicines and Healthcare Products Regulatory Agency (“MHRA”) for the treatment of AS.

February. Prometic announced results from its completed open label phase 2 clinical trial of PBI-4050 in patients suffering from IPF. In addition to assessing the safety and tolerability of PBI-4050, an objective of this study was to seek early evidence of a clinical benefit with PBI-4050 treatment, whether administered alone or in addition to either of the drugs approved for the treatment of IPF, nintedanib or pirfenidone. These results were consistent with the preliminary results previously announced by Prometic on November 17, 2016, following the first 30 patients’ completion of 12 weeks of treatment. A total of 40 patients were enrolled in the study conducted in 6 sites across Canada and all had completed the 12 weeks of treatment; 9 patients received PBI-4050 alone, 16 received PBI-4050 & nintedanib and 15 received PBI-4050 & pirfenidone. The baseline characteristics of the patients enrolled in this study were similar to those enrolled in prior IPF randomized controlled studies conducted by other pharmaceutical companies, namely the ASCEND and INPULSIS studies.

March. Prometic entered into a binding Memorandum of Terms with Shenzhen Royal Asset Management Co., Ltd. (“SRAM”) to establish a joint venture for the development, manufacture and commercialization of PBI-4050, PBI-4547 and PBI-4425 in the People’s Republic of China (excluding Hong Kong, Taiwan and Macau).

Also in March. An orphan drug designation status had been granted, by the FDA, for Prometic’s orally active, anti-fibrotic, lead drug candidate, PBI-4050, for the treatment of Alström Syndrome.

April. Prometic received no objection from the FDA on the design of the first of its PBI-4050’s planned phase 3 clinical trials for IPF based on the clinical efficacy data generated in the previously mentionned 40 patient phase 2 open label study. In this phase 2 study, PBI-4050 was administered to patients for 12 weeks to patients who were receiving pirfenidone, nintedanib, or neither agent. PBI-4050’s observed plasma concentration was sub-therapeutic at 50% of the expected level in patients that received the PBI-4050 and pirfenidone combination, suggesting a drug-drug interaction.

April. Prometic presented new results at the International Liver Congress (ILC) 2017 of the European Association for the Study of the Liver (EASL) in Amsterdam on the effects of PBI-4050 on associated with non-alcoholic steatohepatitis (NASH) in a mouse model of obesity and metabolic syndrome. This study enabled Prometic to further characterize the effects of PBI-4050 on metabolic regulation and white adipose tissue and liver fibrosis induced in a high fat diet model. As such, we observed that PBI-4050 was associated with reduced liver damage and fibrosis, improved insulin resistance (HOMA-IR) and the pancreatic b-cells function (HOMA-b). Furthermore, the study data showed that pro-fibrotic and fibrotic gene expression in liver and in white adipose tissue was reduced with PBI-4050 treatment.

June. Prometic presented new data at the 2017 American Diabetes Association (ADA)’s 77th Scientific Sessions in San Diego. The data presented included preliminary results from a phase 2 clinical trial evaluating PBI-4050 in 24 patients with metabolic syndrome and type 2 diabetes (MST2D), as well as from preclinical studies in which we observed early evidence of protective effect of PBI-4050 on the kidney, pancreas and liver in diabetic animals. New

 

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data observed from this completed phase 2 trial, discussed in an oral presentation, indicate clinical activity that, after 12 weeks of treatment with PBI-4050, a statistically significant reduction of microparticles shedding from the kidney in the patients’ urine was observed. Furthermore, a statistically significant reduction in key renal biomarkers was also observed in the same patients.

August. Prometic executed definitive agreements with Jiangsu Rongyu Pharmaceuticals Co, LTD and Nanjing Rongyu Biothech Co., LTD, affiliates of Shenzhen Royal Asset Management Co., LTD (collectively, “SRAM”). Under the terms of the agreements, Prometic undertook to license the development, manufacturing and commercialization rights for PBI-4050, PBI-4547 and PBI-4425 (the “Products”) for the Chinese market to a new subsidiary to be incorporated, Prometic ChinaCo (name subject to the approval of the relevant authorities). Prometic also licensed the development and commercialization rights for the Products for the Chinese market for specific fibrosis indications to a SRAM affiliate.

September. Prometic announced that longer-term data from its on-going phase 2 open label clinical trial of PBI-4050 in subjects suffering from AS in the UK support that the clinical activity previously observed were sustained during prolonged treatment. The clinical study had then enrolled 12 subjects. Given the evidence of clinical activity and continuing tolerability, the Data Safety Monitoring Board (DSMB) and Medicines and Healthcare products Regulatory Agency (MHRA) allowed for 2 successive extensions of the duration of treatment. The duration of treatment has been extended from the original 24 weeks for an additional 36 weeks, and then once more for a further 12 weeks (total of 72 weeks). This last extension was to ensure that subjects could remain on treatment while the regulatory authorities were reviewing a rollover protocol which, if approved, would allow subjects to remain on treatment for an additional period of up to 96 weeks, or until regulatory approval is obtained in the UK.

Also in September. Prometic announced that its oral anti-fibrotic lead drug candidate, PBI-4050, had received FDA Investigational New Drug (IND) approval to commence its pivotal phase 3 clinical trial in patients suffering from IPF.

October. The FDA had granted Fast Track designation to Prometic’s PBI-4050, a clinical candidate in development for idiopathic pulmonary fibrosis (IPF).

December. Prometic announced that its orally-active drug candidate, PBI-4050, had been issued a Promising Innovative Medicine (PIM) designation by the UK Medicines and Healthcare Products Regulatory Agency (MHRA) as add-on treatment to nintedanib in patients with IPF.

Bioseparations

April. Prometic received a $9.5 million purchase order for the supply of affinity resin to an existing client, a global leader in the biopharmaceutical industry. This purchase order was part of an ongoing license and long-term supply agreement with the client.

2016

Corporate

February. The Corporation secured a follow-on investment from SALP consisting of a $30 million original issue discount loan (the “New OID Loan”).

The New OID Loan was in addition to each of the two existing original issue discount loans with SALP in the respective amounts of $10 million and $20 million (the “Existing OID Loans”). The New OID Loan is secured by all of Prometic’s (and some of its subsidiaries’) assets, excluding its patent portfolio. The face value of the New OID Loan implies a compounded annual interest rate of 8%. No interest or principal is required to be repaid prior to July 31, 2022. As partial consideration for the New OID Loan, Prometic granted SALP 11,793,380 warrants to purchase Common Shares at an exercise price of $4.70 per Common Share with a term expiring on July 31, 2022. No material additional security or covenants have been granted to SALP over those already in place in connection with the Existing OID Loans.

 

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Also in February. Prometic closed its bought deal public offering of Common Shares (the “Offering”) through a syndicate of underwriters led by RBC Capital Markets and Canaccord, and which included Scotiabank, CIBC Capital Markets, National Bank Financial Inc., Paradigm Capital Inc. and Beacon Securities Limited (collectively, the “Underwriters”). Prometic issued 19,400,000 Common Shares in connection with the Offering at a price of $3.10 per Common Shares for aggregate gross proceeds of $60,140,000. In consideration for the services rendered by the Underwriters under the Offering, the Underwriters received a cash commission representing 5% of the gross proceeds of the Offering.

October. Prometic announced that it closed the acquisition of all the issued and outstanding common shares of Telesta by way of a plan of arrangement under the CBCA (the “Acquisition”) for a consideration of $0.14 per Telesta common share payable in Common Shares. The number of Common Shares issued by Prometic was based on the volume-weighted average closing price (“VWAP”) of Prometic’s Common Shares for the five trading days prior to the closing date of the Acquisition. At the end of trading on the TSX on Friday, October 28, 2016, the 5-day VWAP of Prometic’s Common Shares was $2.98. Accordingly, each Telesta common share was acquired for 0.04698 Common Share.

Plasma-Derived Therapeutics

June. Prometic reported that the FDA had granted a Fast Track designation to Prometic for its plasminogen drug candidate, then in a phase 2/3 clinical trial in patients suffering from congenital plasminogen deficiency.

August. Prometic announced that it had completed the enrolment of the adult patient population (50 adult patients) in its pivotal IVIG phase 3 clinical trial for the treatment of primary immunodeficiency diseases (“PIDD”). The ongoing pivotal phase 3 clinical trial is an open label, single arm, two-cohort multicenter study investigating the safety, tolerability, efficacy and pharmacokinetics of Prometic’s plasma derived IVIG in a total of 75 patients suffering from PIDD, including 50 adults (cohort 1) and 25 children (cohort 2).

Prometic announced that it had completed enrolment of the congenital plasminogen deficient patients in its pivotal phase 2/3 clinical trial required for the accelerated regulatory approval pathway with the FDA.

September. Prometic announced that it would be pursuing tympanic membrane perforations (“TMP”), as one of its new plasma-derived plasminogen related targeted clinical indications.

October. Prometic announced that its pivotal phase 2/3 clinical trial in patients with plasminogen deficiency had met its primary and secondary endpoints with the intravenous plasminogen treatment. In addition to being safe, well tolerated and without any drug related serious adverse events, clinical data showed that Prometic’s plasminogen treatment achieved a 100% success rate of its primary end point, namely, a targeted increase in the blood plasma concentration level of plasminogen as a surrogate target. Moreover, all patients who had active visible lesions when enrolled in the trial had complete healing of their lesions within weeks of treatment, a 100% response rate for this secondary end point.

November. During an Analyst Day in New York, Prometic disclosed its intent to focus on expanding the clinical uses of plasminogen as a priority over the coming years. In addition to the treatment of wounds such as diabetic foot ulcers and tympanic repair, acquired plasminogen deficiency in critical care such as severe burns was provided as an example. The expansion of plasminogen development program enables the Corporation to target multiple clinical indications with unmet medical needs with the same proprietary active pharmaceutical ingredient (“API”) via different formulations and presentations. Combined with potential market exclusivity and significant growth opportunity, plasminogen is prioritized over advancing certain previously disclosed follow-ons therapeutics with competitive landscapes such as C1-INH.

 

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December. Prometic announced that it had initiated the rolling submission of its BLA for plasminogen with the FDA for treatment of patients with plasminogen congenital deficiency.

Small Molecule Therapeutics

March. Prometic announced that the preliminary analysis of new pro-inflammatory biomarkers in blood and urine samples from the patients in the on-going, open label, phase 2, metabolic syndrome and type 2 diabetes clinical trial provided additional evidence of PBI-4050’s pharmacological and clinical activity in humans. In December 2015, the Corporation reported the statistically and clinically significant decrease in glycated hemoglobin concentration (“HbA1c”) observed in the first 11 patients enrolled who had completed the 12-week study. Overall the patients experienced improved blood glucose control as measured by HbA1c (average decrease of -0.6% p=0.03), with 10 of the 11 experiencing a decrease in HbA1c incremental to that achieved by standard-of-care drug regimes.

April. Prometic presented new data at the 2016 European Association for the Study of the Liver (EASL)’s 51st Annual Meeting – The International Liver Congress (ILC) in Spain. The new data confirmed that PBI-4050’s anti-fibrotic effect demonstrated in the livers of different animal models has been successfully reproduced in human hepatic stellate cells (HHSC) during in vitro preclinical experiments designed to simulate fibrogenesis in the liver. PBI-4050 was found to down-regulate key pro-fibrotic biomarkers considered to be driving the fibrotic process in NASH.

May. Prometic reported that it had been authorized to commence the clinical trial of its orally active anti-fibrotic lead drug candidate, PBI-4050, in patients suffering from cystic fibrosis (“CF”), following the CTA clearance by Health Canada. The objectives of this 24 week randomized, double-blind, and placebo-controlled phase 2 study include the evaluation of the effects of PBI-4050 on the pancreatic and lung functions in 90 CF patients. The Corporation reported in February, 2018 that it had terminated its PBI-4050 CF clinical trial as part of its realignment of clinical development activities.

October. Prometic announced that the Drug Safety Monitoring Board (DSMB) recommended that patient enrolment should continue in the Corporation’s ongoing AS phase 2 clinical trial. This recommendation followed the DSMB’s review of the safety data accumulated in the first eight AS patients that had received treatment with PBI-4050. The DSMB determined that no safety or tolerability issues had been observed in these patients. The first five patients (100%) who completed 12 weeks of treatment with PBI-4050 had a reduction of liver fibrosis, as measured by transient elastography (FibroScan®).

Prometic announced that its phase 2 clinical trial of PBI-4050 in patients with metabolic syndrome and type 2 diabetes had been completed and had met its primary and secondary endpoints. In addition to safety and tolerability, the study was designed to evaluate the effect of PBI-4050 on metabolic syndrome parameters as well as on pro-inflammatory/fibrotic and diabetic biomarkers in blood and urine. In this open label phase 2 clinical trial, PBI-4050 (800 mg) was administered once daily to 24 patients for a period of 12 weeks. For instance, the 15 patients with a screening HbA1c ³ 7.5 experienced a mean decrease of – 0.75% (p = 0.0004) while the 9 patients with a screening HbA1c ³ 8.0% experienced a mean decrease of – 0.9% (p = 0.007). The 10 patients who participated in the study’s 12-week extension had a mean HbA1c of 7.7 at screening and experienced a reduction of – 0.8% at week 12: this reduction was maintained at week 24. PBI-4050 had been well tolerated with no serious drug related adverse events.

November. Prometic reported that it had received clearance by Health Canada to commence a placebo-controlled phase 2 clinical trial of PBI-4050, the company’s orally active, lead small molecule anti-fibrosis drug candidate, in patients with metabolic syndrome and type 2 diabetes.

Prometic announced positive interim results from its open label phase 2 clinical trial of PBI-4050 in patients suffering from IPF. In addition to demonstrating that PBI-4050 is safe and well tolerated in patients suffering from IPF, the objective of this study was to provide early evidence of clinical benefits of PBI-4050 treatment whether used alone

 

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or in addition to either nintedanib or pirfenidone. Forty patients were enrolled in the study in 6 sites across Canada. At that time, the Corporation was reporting on the first 30 patients that had completed their 12 weeks of treatment. In February 2017, Prometic announced positive results from its completed open label phase 2 clinical trial in subjects suffering from IPF. In addition to demonstrating that PBI-4050 is safe and very well tolerated, an objective of this study was to seek early evidence of a clinical benefit with PBI-4050 treatment, whether administered alone or in addition to either of the drugs approved for the treatment of IPF, nintedanib or pirfenidone. These results confirm the preliminary results previously announced by Prometic on November 17, 2016, following the first 30 subjects’ completion of 12 weeks of treatment.

Prometic presented new data at the American Society of Nephrology’s (ASN) Annual Meeting currently underway in Chicago, with respect to Prometic’s anti-fibrotic and orally active lead drug candidate, PBI-4050.

DESCRIPTION OF THE BUSINESS

General

Prometic’s operations are divided into three distinct business operating segments: the small-molecule therapeutics segment (the “Small-Molecule Therapeutics Segment”), the plasma-derived therapeutics segment (the “Plasma-Derived Therapeutics Segment”) and the bioseparation technologies segment (the “Bioseparations Segment”).

Small Molecules Therapeutics Segment

The Small Molecule Therapeutics Segment is comprised of two operating subsidiaries. The principal subsidiaries, which operated this segment for the financial year ended December 31, 2018 (the “2018 Financial Year”) are:

 

   

Prometic Pharma SMT Limited (PSMT), based in Cambridge, UK, which operates the Small Molecule Therapeutics Segment for the world (except Canada); and

 

   

Prometic Biosciences Inc. (PBI), based in Laval, Quebec, Canada, which operates the Small Molecule Therapeutics Segment for Canada and performs research and development activities on behalf of PSMT

Our Strategy

The business model for the Small Molecules Therapeutics Segment is for Prometic to develop promising drug candidates such as PBI-4050 and to pursue commercialization activities for rare, niche and/or orphan indications for the global markets, including partnering or out-licensing rights to commercialize same. The Corporation plans to also enter into partnerships for other larger medical indications and/or geographical regions requiring a substantial local commercial reach and resources.

It is generally not Prometic’s intention to independently undertake late-stage clinical trials (phase 3) in large indications, such as Idiopathic Pulmonary Fibrosis (IPF), Chronic Kidney Disease (CKD) or non-alcoholic steatohepatitis (NASH) without the support of a strategic venture or big pharma partner.

The Corporation intends to:

 

   

Develop, obtain regulatory approval and, if approved, commercialize, directly or in partnership, PBI-4050 for the treatment of AS, and if approved, potentially receive and monetize a priority review voucher (PRV).

 

   

Develop, obtain regulatory approval and, if approved, commercialize PBI-4050 and/or other proprietary compounds such as PBI-4547 to treat other large unmet fibrotic diseases such as IPF, cardiac pulmonary or kidney fibrosis, NASH or other types of liver fibrosis.

 

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Pipeline Overview

 

LOGO

Fibrosis and Mechanism of Action

The small molecule therapeutics segment has a pipeline of product candidates which leverage the discovery of the linked role of two receptors involved in the regulation of the healing process. Following an injury, the body has the ability to repair damaged tissues. However, if an injury is chronic or recurrent in nature, healthy tissue regeneration may be replaced by aberrant fibrotic processes or fibrosis. Fibrosis is characterized by the excessive accumulation of extracellular matrix (“ECM”) in damaged or inflamed tissues and is a common pathological outcome of many inflammatory and metabolic diseases. Numerous clinical conditions can lead to organ fibrosis and loss of organ function; in many cases persistent inflammation leads to the aberrant fibrotic response. The production of various profibrotic cytokines and growth factors by inflammatory cells such as macrophages results in the recruitment and activation of ECM-producing myofibroblasts. There is currently a major unmet need for therapies that are able to effectively target the pathophysiological pathways involved in fibrosis. Notable examples of medical conditions where fibrosis is central to loss of organ function include, AS, NASH, IPF and chronic kidney Disease.

Prometic has demonstrated that the “up-regulation” of receptor GPR40 concomitant with the “down-regulation” of receptor GPR84 promotes the normal healing process as opposed to promoting the fibrotic process. Prometic’s drug candidates have a dual mode-of-action as agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. A number of manuscripts have been submitted for publication now that the Corporation has filed a sufficiently broad range of patents to fully protect its portfolio of drug candidates that modulate these two receptors. The first manuscript entitled “A Newly Discovered Antifibrotic Pathway Regulated by Two Fatty Acid Receptors: GPR40 and GPR84” was published on February 16, 2018 in the American Journal of Pathology. Other peer-reviewed articles recently published include manuscripts entitled “Fatty acid receptor modulator PBI-4050 inhibits kidney fibrosis and improves glycemic control” published in the Journal of Clinical Investigation on May 17, 2018 and “PBI-4050 reduces stellate cell activation and liver fibrosis through modulation of intracellular ATP levels and LKB1-AMPK-Mtor pathway” published in October 2018 in the Journal of Pharmacology and Experimental Therapeutics.

The activity of drug candidates such as PBI-4050 has been observed in over 30 different preclinical models performed by the Corporation and by other institutions using PBI-4050 in their own animal models, including Vanderbilt University, University of Ottawa, Université de Montréal, McMaster University and the Montreal Heart Institute. PBI-4050 has also successfully completed three separate phase 2 clinical trials supporting the translation of such results into biologic activity in humans and helping pave the way for the upcoming initiation of a pivotal phase 3 clinical program. While the small molecule therapeutics segment has several promising drug candidates, management has thus far focused its efforts on the lead candidate PBI-4050, which has demonstrated favorable safety and tolerability profiles in hundreds of human subjects.

 

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PBI-4050, Prometic’s Lead Compound and Clinical Programs

PBI-4050 is currently the lead clinical compound targeting indications including AS. PBI-4050 has been granted Orphan Drug Designation by the FDA and the EMA for the treatment of AS as well as for the treatment of IPF. PBI-4050 has also been granted the PIM (Promising Innovative Medicine) designation by the UK Medicines and Healthcare products Regulatory Agency (MHRA) for the treatment of AS and IPF.

Summary Results of PBI-4050 Results in Three (3) Completed Phase 2 Clinical Studies

Open Label Phase 2 Study of PBI-4050 in patients with Type 2 Diabetes with Metabolic Syndrome (the “T2DMS Study”)

Some preclinical models used to demonstrate the pharmacological activity of PBI-4050 involve animals who have diabetes, obesity and hypertension, all of which lead to an accelerated rate of fibrosis in the liver, kidney and pancreas and premature deaths. Mouse models studies such as the db/db eNOS-/- mouse model performed at the Vanderbilt University and db/db uni-nephrectomized mouse model performed at Prometic helped support the combined effect of PBI-4050 in reducing fibrosis and macrophages infiltration in fat tissue, in the pancreas, the kidney and in the liver and not only improved the status of these organs and the survival of the animals compared to control, but also significantly improved blood glucose. Given that the demonstration of fibrosis reduction in humans requires trials with long term exposure, the Corporation initiated a first phase 2 trial in patients who present symptoms like the ones described in the db/db eNOS-/- mouse model: Type 2 diabetes with metabolic syndrome (T2DMS). While this is not a medical indication the Corporation necessarily seeks to ultimately target commercially, the purpose of this T2DMS Study was to quickly ascertain whether the pharmacological activity observed in preclinical animal models translated to humans. Particular attention was placed on the blood sugar levels given that this effect should be measurable in a manner of 8 to 12 weeks.

Metabolic syndrome is a major risk factor for cardiovascular disease and for type 2 diabetes and consists of the constellation of central (truncal) obesity, high blood triglycerides, low HDL (“good”) cholesterol, elevated blood pressure, and elevated blood glucose. Obesity is believed to cause a chronic inflammatory state, which leads to insulin resistance and so may in turn result in cardiovascular disease and/or type 2 diabetes. Given the global epidemic of obesity, both in the developed and developing world, metabolic syndrome and its consequences present a serious public health problem. The International Diabetes Federation estimates that in 2015, there were 415 million adult diabetics worldwide, and expects that number to increase to 629 million by the year 20451. The Centers for Disease Control estimates that 1 out of 3 children born in the USA during the year 2000 will develop diabetes during their lifetime2.

The T2DMS Study met its primary and secondary endpoints. In addition to safety and tolerability, the study evaluated the effect of PBI-4050 on metabolic syndrome parameters and on pro-inflammatory/fibrotic and diabetic biomarkers in blood and urine. In the T2DMS Study, PBI-4050 (800 mg) was administered once daily to 24 patients already being treated with “standard of care” drug regimens for a period of 12 weeks. Twelve of these patients were enrolled in an additional 12 weeks extension throughout which the clinical activity and tolerability observed at 12 weeks was also maintained at 24 weeks with no serious drug-related adverse events observed.

The pharmacological activity of PBI-4050 was supported by the clinically significant reduction in HbA1c observed between screening and Week 12. For instance, the 15 patients with a screening (HbA1c) ³ 7.5 experienced a clinically significant mean decrease of – 0.75% (p = 0.0004) while the 9 patients with a screening HbA1c ³ 8.0% experienced a mean decrease of – 0.9% (p = 0.007). The 12 patients who participated in the study’s 12-week extension had a mean HbA1c of 7.7 at screening and experienced a reduction of – 0.8% at week 24.

 

 

1 

International Diabetes Federation. IDF Diabetes Atlas, 8th edn. Brussels, Belgium, International Diabetes Federation, 2017.

2 

Narayan, KM Venkat, et al. “Lifetime risk for diabetes mellitus in the United States.” Jama 290.14 (2003): 1884-1890.

 

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LOGO

The above table shows that the previously mentioned observed improvement in HbA1c was accompanied by a decrease in fasting insulin and C-peptide levels (-19% (p=0.017( and -11% (p=0.028)), respectively, and an increase in adiponectin (+18% (p=0.021)), indicating that the improvement in HbA1c may be, at least in part, explained by a reduction in insulin resistance. This conclusion is further supported by the fact that the patients with the greatest reductions in their HbA1c values had the highest increase in adiponectin levels; higher plasma adiponectin levels are known to protect diabetic patients from vascular complications and to improve their insulin sensitivity.

The T2DMS Study also showed (as also depicted in the table above) that several biomarkers measured in blood or urine of patients (and associated with a high incidence of cardiovascular complications and kidney injury when elevated in metabolic syndrome) were significantly reduced by PBI-4050 after 24 weeks of PBI-4050 treatment. No further clinical development is planned by Prometic in relation to the T2DMS Study.

Open Label Phase 2 Study of PBI-4050 in Patients with IPF (the “IPF Study”)

Idiopathic pulmonary fibrosis (IPF) is a chronic, devastating, and ultimately fatal disease characterized by a progressive decline in lung function. It is a specific type of interstitial lung disease in which the small air sacs of the lung, the “alveoli,” gradually become replaced by fibrotic (scar) tissue and is the cause of worsening dyspnea (shortness of breath). IPF is usually associated with a poor prognosis. The term “idiopathic” is used because the cause of pulmonary fibrosis is still unknown. IPF usually occurs in adult individuals of between 50 and 70 years of age, particularly those with a history of cigarette smoking, and affects men more often than women. IPF affects about 130,000 people in the United States, with about 48,000 new cases diagnosed annually. Approximately 40,000 people with IPF die each year, a similar number of deaths to those due to breast cancer. The 5-year mortality rate for patients with IPF is estimated to range from 50% to 70% of those affected3.

In preclinical models designed to emulate lung fibrosis in humans, PBI-4050 was observed to have significant anti-fibrotic activity. IPF is a very large orphan indication which remains an unmet medical need. While two drugs, nintedanib (OFEV®—Boehringer-Ingelheim) and pirfenidone (Esbriet®—Roche), have been approved for the treatment of IPF, neither drugs have succeeded in stabilizing the patients’ lung function. In addition, these two drugs are known to induce side effects which have limited the use in significant proportion of IPF patients.

 

 

3 

Olson, Amy L., and Jeffrey J. Swigris. “Idiopathic pulmonary fibrosis: diagnosis and epidemiology” Clinics in chest medicine 33.1 (2012): 41-50.

 

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In addition to exploring the safety and tolerability of that PBI-4050 (800 mg) administered once daily in patients suffering from IPF, the objective of the IPF Study was to provide early indication of evidence of potential clinical benefits of PBI-4050 treatment whether used alone or in addition to either of the current standard of care drugs, nintedanib or pirfenidone. Forty (40) patients were enrolled in the IPF Study in six (6) sites across Canada. The baseline characteristics of the patients enrolled in this study were similar to those enrolled in prior IPF randomized controlled studies conducted by other pharmaceutical companies, namely ASCEND and INPULSIS.

Of a total of 40 patients enrolled in the IPF Study, 9 patients received PBI-4050 alone, 16 received PBI- 4050 and nintedanib and 15 received PBI-4050 and pirfenidone.

The results of the IPF Study showed that the mean change from baseline to Week 12 for Forced Vital Capacity (“FVC”), the total amount of air exhaled during a forced breath, was either positive (+1.9 mL) or nearly unchanged (-12.2 mL) for PBI-4050 + nintedanib and PBI-4050 alone, respectively, but was reduced (-102.0 mL) for PBI-4050 + pirfenidone. PBI-4050 pharmacokinetics were reduced for PBI-4050/pirfenidone, suggesting a drug-drug interaction. PBI-4050’s concentration in plasma was found to be sub-therapeutic at 50% of the expected level in patients that received the PBI-4050 and pirfenidone combination. See figure below.

 

LOGO

There were no serious adverse events requiring PBI-4050’s discontinuation. The most frequent adverse event seen in all groups was diarrhea, but this was reported to be less significant in the patients treated with PBI-4050 alone than in the groups receiving either of the currently approved drugs for the treatment of IPF. The IPF Study has provided preliminary data to indicate the potential tolerability of PBI-4050 in IPF patients receiving currently standard of care.

Prometic received IND approval from the FDA to commence its PBI-4050 pivotal phase 3 clinical trial in patients suffering from IPF. However, whilst several major pharmaceutical companies have confirmed their potential interest in partnering PBI-4050 for this indication during the past year, it was suggested that such companies would not be prepared to take on the risks and costs of such a phase 3 clinical trial without the prior completion by the Corporation of a randomized, placebo-controlled, phase 2b trial sufficiently powered to confirm its relative efficacy vs. standard-of-care and the optimal dose to maximize said efficacy. Despite the additional time and investment required, Prometic continues to believe that PBI-4050 is still well-placed to achieve regulatory approval in due course as a new treatment for IPF with distinct clinical benefits. Prometic is therefore also reviewing its options for a randomized, placebo-controlled, phase 2b study of PBI-4050 in IPF as a further use-of-proceeds for the new equity funds it is seeking to raise.

 

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Open Label Phase 2 Study of PBI-4050 in Patients with Alström Syndrome (AS) (the “AS Study”)

AS is a rare inherited autosomal recessive syndrome characterized by the onset of obesity in childhood or adolescence, type 2 diabetes with severe insulin resistance, dyslipidemia, hypertension and severe multi-organ fibrosis, involving the heart, liver, and kidney. The most common cause of death is heart failure with dilated cardiomyopathy due to progressive cardiac fibrosis, while fibrosis leading to liver failure is also responsible for a large number of deaths. AS is also characterized by a progressive loss of vision and hearing, and short stature. Prometic is currently investigating the effects of PBI-4050 in AS patients in an open label, phase 2, clinical study in the UK.

AS includes many of the features of metabolic syndrome, including obesity, Type 2 diabetes with insulin resistance, liver steatosis (“fatty liver”), and liver fibrosis. Non-alcoholic fatty liver disease (“NAFLD”) is the manifestation of metabolic syndrome in the liver. Due to a worldwide obesity epidemic, NAFLD now affects 20–30% of the global population. Only a small minority of patients with NAFLD will develop more aggressive liver disease with inflammation and fibrosis (non-alcoholic steatohepatitis, NASH), but since the number of patients with NAFLD is so large, NASH has become the most common cause of severe liver disease worldwide. In AS the progression of liver steatosis to fibrosis is much more aggressive than in “typical” metabolic syndrome patients.

The on-going AS Study is an open label, single-arm, phase 2 clinical trial at Queen Elizabeth Hospital, Birmingham, which is the specialty center for AS for the UK. The patients are treated with PBI-4050 (800 mg) once daily, and undergo intensive investigation to document the effects of PBI-4050 on the progressive organ fibrosis, including magnetic resonance imaging of the liver and of the heart. Each patient is evaluated against their individual results at study entry, as well as against their historical disease progression trend when available. The study enrolled 12 patients, 8 of whom are continuing in the AS Study. With continuing review of the AS Study results, the Data Safety Monitoring Board (DSMB) and the Medicines and Healthcare products Regulatory Agency (MHRA) have agreed to multiple extensions of the AS Study. All 8 subjects have now completed more than 2 years of treatment with PBI-4050. In addition to preliminary evidence of clinical efficacy observed on liver fibrosis, the analysis of interim cardiac MRI data also indicates a reduction of cardiac fibrosis in each patient. PBI-4050’s safety and tolerability profile has been confirmed over this extended period without any serious drug related adverse events recorded.

The Corporation has met with the FDA and EMA to present the results of the study and to discuss the regulatory pathway and is now actively working with specialist Alström centers and with Alström patient advocacy groups in the US and Europe with a plan to commence pivotal phase 3 clinical studies in H2, 2019.

Advancing PBI-4050 and/or Other Small Molecule Compounds (e.g. PBI-4547) in Other Indications

There are several other clinical indications with unmet medical needs that the Corporation is considering pursuing. For instance, the clinical activity observed in the heart of AS patients bodes well for clinical program targeting various cardiomyopathies. Similarly, clinical activity observed on kidney and the liver of T2DMS and AS patients supports the potential expansion of the clinical program in NASH or other liver fibrotic diseases. Such programs may be pursued with PBI-4050 and/or other compounds such as PBI-4547. PBI-4547 is one of a portfolio of compounds with distinct physiological activities discovered by the Corporation during an intensive structure-activity screening program. PBI-4547 promotes ß-oxidation of fatty acids in the liver, thus leading to fat being “burned” rather than laid down as subcutaneous or visceral fat. Therefore, the Corporation believes that PBI-4547 may be effective in the management of the metabolic syndrome, which is currently a global epidemic with enormous public health consequences.

 

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This portfolio of compounds (including follow-on analogues) provides Prometic with the opportunity to target specific indications with these compounds and so expand its commercial and partnering opportunities. The manufacturing process for PBI-4547 has been scaled up to enable commencement of phase 1 trials in 2019.

The Corporation intends to fund the development program for the above-mentioned compounds through a combination of funds generated by the bioseparations division as well as plasma-derived therapeutics business segments; funding achieved through strategic partnering with other pharmaceutical companies, and funding through financial partnerships or equity and equity linked debt funding initiatives.

Planned placebo-controlled Phase 2 study of PBI-4050 in patients with F2-F3 Liver fibrosis/Steatosis (NASH)

Liver steatosis (fatty liver) is very common in AS subjects from childhood onwards, and has a high rate of progression to liver fibrosis – much higher than the rate seen in the general population with typical metabolic syndrome and fatty liver disease (NAFLD) progressing to fibrosis (non-alcoholic steatohepatitis, NASH). The Corporation has reviewed the results obtained in the ongoing AS Study and believes that these results strongly support a potential benefit of PBI-4050 in “typical” NASH patients. Prometic is therefore planning a randomized, placebo-controlled phase 2 study of PBI-4050 in Stage 2-3 Liver Fibrosis to be initiated later in the year as a use-of-proceeds for the new equity funds it is seeking to raise.

Revenues

For the financial year ended December 31, 2017 (the “2017 Financial Year”), the revenue is indicated in the table below. There was no revenue derived from the Corporation’s Small Molecule Therapeutics Segment for the financial year ended December 31, 2018 (the “2018 Financial Year”):

Small Molecule Therapeutics Segment Revenues*

 

Financial Year    2018 Financial Year      2017 Financial Year  

Milestone and Licensing revenues*

   $ 0      $ 19,724  

 

*

Amounts are expressed in thousands of Canadian dollars.

Plasma-Derived Protein Therapeutics

The Plasma-derived Therapeutics Segment is comprised of different operating subsidiaries. The principal subsidiaries are:

 

   

Prometic Bioproduction Inc., based in Laval, Quebec, Canada;

 

   

Prometic Biotherapeutics Inc., based in Rockville, Maryland, USA;

 

   

Prometic Biotherapeutics Ltd., based Cambridge, UK;

 

   

NantPro BioSciences LLC, based in Delaware, USA; and

 

   

Prometic Plasma Resources Inc., based in Winnipeg, Manitoba, Canada.

Our strategy

The Plasma-derived Therapeutics Segment includes our plasma-derived therapeutics platform, which enables the development of our pipeline of biopharmaceutical candidates. This is achieved by leveraging our proprietary affinity technology, which enables a highly-efficient extraction and purification process of therapeutic proteins from human plasma. The Corporation’s primary focus is to develop plasma-derived therapeutics targeting unmet medical conditions and rare diseases in both established and emerging markets.

 

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The Corporation intends to (directly or indirectly):

 

   

Develop and obtain regulatory approval and successfully commercialize RyplazimTM globally for the treatment of congenital plasminogen deficiency, if approved.

 

   

Develop and obtain regulatory approval and, if approved, commercialize RylazimTM globally for the treatment of other indications where the acute plasminogen deficiency is known to be the source of medical complications (e.g. thrombolytic disorders, acute exacerbations in IPF).

 

   

Develop and obtain regulatory approval and commercialize Plasminogen (sub-cutaneous) for hard-to-treat wounds such as TMP.

 

   

Create value through strategic collaborations, licensing, supply and/or other commercialization agreements.

 

   

Invest in our plasma protein manufacturing and raw material sourcing capabilities.

Pipeline Overview

 

LOGO

Lead Drug Product Candidate—Plasminogen

Ryplazim for the treatment of congenital plasminogen deficiency is the first biopharmaceutical expected to be launched commercially pending the review and approval of the amendments to its BLA (Biologic License Application) required by the FDA. Following receipt by Prometic of a Complete Response Letter from the US FDA, in April 2018, to the original BLA, we expect to file the amended BLA by Prometic in H2, 2019.

Congenital Plasminogen Deficiency: Patients with congenital plasminogen deficiency experience an accumulation of fibrin growths or lesions on mucosal surfaces throughout the body. Many cases are first diagnosed in the pediatric population, and if left untreated, disease manifestations may be organ-compromising. We determined that there may be more than 2,000 patients in the U.S. affected by congenital plasminogen deficiency. Congenital plasminogen deficiency would require therapy for life to avoid recurrence of lesions.

Plasminogen is a naturally occurring protein that is synthesized by the liver and circulates in the blood. Activated plasminogen, plasmin, is a fundamental component of the fibrinolytic system and is the main enzyme involved in the lysis of blood clots and clearance of extravasated fibrin. Plasminogen is therefore vital in wound healing, cell migration, tissue remodeling, angiogenesis and embryogenesis.

 

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The most common and visible lesion associated with plasminogen deficiency is ligneous conjunctivitis, which is characterized by thick, woody (ligneous) growths on the conjunctiva of the eye, and if left untreated, can lead to corneal damage and blindness. Ligneous growths tend to recur after surgical excision, thereby requiring multiple surgeries. While ligneous conjunctivitis is the most common lesion, congenital plasminogen deficiency is a multi-systemic disease that can also affect the ears, sinuses, tracheobronchial tree, genitourinary tract, and gingiva. Tracheobronchial lesions can result in respiratory failure. Hydrocephalus has also been reported in children with severe hypoplasminogenemia, apparently related to the deposition of fibrin in the cerebral ventricular system.

Patients may be born with the inability to produce sufficient plasminogen naturally, a condition referred to as congenital plasminogen deficiency or suffer an acute or acquired deficiency following a trauma or an illness. Our first priority is to provide a treatment for congenital plasminogen deficiency and once commercially approved, to further expand the clinical uses and leverage the same IV formulation of RyplazimTM over the coming years in new indications such as acquired plasminogen deficiency in critical care such as thrombolytic disorders, acute exacerbations in IPF and ex-vivo applications such as the conditioning of recently harvested organs before transplantation.

There is also significant further potential to leverage the same plasminogen Active Pharmaceutical Ingredient (API) as an injectable sub-cutaneous formulation to promote the healing of hard-to-treat wounds such as Tympanic Membrane Perforation.

In a pivotal phase 2/3 clinical trial for the treatment of congenital plasminogen deficiency, Ryplazim met its primary and secondary endpoints following the intravenous administration of Ryplazim to 10 patients for 12 weeks. In addition to being well tolerated and without any drug related serious adverse events, the phase 2/3 clinical trial achieved a 100% success rate for its primary end point, namely, a targeted increase in the plasma level of plasminogen immediately prior to the next infusion (“trough level”). Moreover, clinical data observe show that all patients who had active visible lesions when enrolled in the trial had complete healing of all lesions within weeks of treatment, a 100% patient response rate for this secondary end point.

An additional 36 weeks clinical data from this trial indicates recurrence of lesions in the 10 patients for a total of 48 weeks. Since then, and as of March 2019, over 5000 Ryplazim infusions have been performed with no safety or tolerability issues observed related to this longer-term dosing and still no recurrence of lesions observed.

Update on RyplazimTM BLA

On March 28, 2018, Prometic provided an update on the status of the U.S. Food and Drug Administration review of its Biologics License Application (“BLA”) for Ryplazim. The original BLA filing includes the clinical data on 10 patients with 12 weeks of data for an accelerated regulatory pathway. The original guidance from the FDA was for Prometic to submit such long-term clinical data in a supplemental BLA in order to secure full licensure in 2019. Full licensure would provide for the long-term efficacy and safety data to be included in the prescribing information of Ryplazim which would further support Prometic’s claims of the strong health economics benefit associated with the use of Ryplazim. The Corporation continues to supply Ryplazim to those patients enrolled in the original clinical trial under an approved Treatment Protocol.

The FDA’s review of the BLA raised no issues regarding the clinical data for the accelerated approval. The FDA did, however, identify the need for Prometic to make a number of changes in the CMC section. These include the implementation and validation of additional analytical assays and “in-process controls” in the manufacturing process of Ryplazim. Once completed and validated, Prometic will be required to manufacture additional Ryplazim conformance batches to confirm the effectiveness of these process changes.

 

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The FDA accepted that such CMC data be submitted as an amendment to the current BLA and has invited Prometic to also submit the long-term (48-week) clinical data at the same time. This will allow the FDA to consider granting full-licensure under the current BLA.

The FDA has indicated that the submission of the new CMC data will not impact the previously granted designations, including the Priority Review Status, the Orphan Drug Designation and the Rare Pediatric Disease Designation for Ryplazim for the treatment of congenital plasminogen deficiency.

The Corporation announced in October 2018 the successful completion of a Type C meeting during which the FDA agreed with its proposed action plan for the implementation of additional analytical assays and in-process controls related to RyplazimTM manufacturing process. As a result of the feedback received during that Type C meeting, the Corporation is now finalizing the Process Performance qualification (PPQ) protocol in anticipation of commencing the manufacturing of additional RyplazimTM conformance lots. The Corporation continues to interact with the FDA regarding the filing of its BLA amendment. It has also engaged external consultants to assist with this process.

The critical path towards regulatory approval for RyplazimTM in the USA is as follows:

 

  1.

Development and validation of new analytical assays and in-process controls (substantially complete)

 

  2.

Finalization of process performance qualification (PPQ) protocol (in progress)

 

  3.

Manufacturing of additional conformance lots

 

  4.

Fill & Finish at external Contract Manufacturing Organization (CMO)

 

  5.

Data analysis & preparation of required documents for FDA

 

  6.

Regulatory filing of BLA amendment documents – now likely to take place in H2, 2019

 

  7.

Anticipated new PDUFA date – now likely to take place in H1, 2020

In order to further de-risk the timely commercial launch of RyplazimTM the decision was made not to proceed with building a Prometic Sales/Marketing operation to co-promote in the U.S. This has accelerated partnering discussions with established Rare-Disease and Big-Pharma companies with the assets and capabilities already in place to deliver the fastest possible market-penetration.

Ryplazim in critical care indications associated with acquired plasminogen deficiencies

The Corporation plans to initiate, subject to receiving positive results from on-going RyplazimTM related pre-clinical R&D initiatives, with KOLs and their respective institutions additional clinical programs to assess the potential of Ryplazim to address unmet medical needs and fatalities associated with acute and acquired plasminogen deficiencies. Such acquired plasminogen deficiencies occur in certain medical conditions such as thrombosis.

Plasminogen (sub-cutaneous) in hard to treat wounds

The Corporation had previously initiated clinical trials to evaluate Plasminogen (sub-cutaneous) administration near topical wounds to determine its safety and ability to facilitate the complete healing of otherwise hard-to-treat wounds. Wounds are known to be difficult to heal in certain diabetic patients, and elevated blood sugar level has been shown to greatly reduce the activity of plasminogen. Clinical trials in patients with diabetic foot ulcers (DFUs) and in patients with tympanic membrane perforations (TMPs) were initiated in Sweden in 2018, following reception by Prometic, in the fourth quarter of 2017 from the Swedish Medical Products Agency (MPA) of two CTA approvals to commence the following two trials:

 

   

a phase 1b/2 clinical trial of its Plasminogen (sub-cutaneous) therapy in patients suffering from DFUs; and

 

   

a phase 1b/2 clinical trial of its Plasminogen (sub-cutaneous) therapy in patients suffering from chronic TMPs.

 

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Plasminogen (sub-cutaneous) – DFUs. As part of its overall strategy to streamline its focus on all research and development activities and reduce costs, Prometic has disclosed its decision to suspend the DFU clinical trial.

Plasminogen (sub-cutaneous) – TMPs. A chronic tympanic membrane perforation is a hole in the eardrum that fails to heal spontaneously. This may be a results of ear infections, injury, or previous ventilation tube placement. In addition to hearing loss, eardrum perforations can cause recurrent ear infection, pain, ringing/buzzing in the ears, dizziness, and drainage.

The chronic TMP clinical trial is a dose escalation, randomized, placebo-controlled study designed to investigate the safety, feasibility and initial efficacy of local injections of a novel and proprietary plasminogen formulation for the treatment of chronic tympanic membrane perforation. Nine adult subjects have been enrolled on the recently completed low dose cohort of the study. A new, more concentrated plasminogen formulation is currently under development. Once available, study enrolment will resume and the new formulation will be used to treat subjects at higher dose levels. The study is being conducted in Sweden, under the supervision of Dr. Cecilia Engmér Berglin, MD, PhD from the Department of Otorhinolaryngology at Karolinska University Hospital in Stockholm, Sweden.

Other Plasma-Derived Drug Product Candidate – IVIG

IVIG for the treatment of Primary Immunodeficiencies Disorder (PIDD). IVIG is the second most advanced potential biopharmaceutical arising from the plasma-derived therapeutics platform expected to be launched commercially, if approved. Prometic is currently conducting a pivotal phase 3 open label multicenter clinical trial that is investigating the safety, tolerability, efficacy and pharmacokinetics of our plasma purified IVIG in a total of 75 patients suffering from PIDD, including 50 adults and 25 children. Treatment was completed in the adult subjects was completed in Q2 2018 and for pediatric subjects in Q1 2019.

Primary immunodeficiencies are disorders in which part of the body’s immune system is missing or does not function normally. To be considered a primary immunodeficiency, the cause of the immune deficiency must not be secondary in nature (i.e., caused by other disease, drug treatment, or environmental exposure to toxins). Most primary immunodeficiencies are genetic disorders; the majority are diagnosed in children under the age of one, although milder forms may not be recognized until adulthood. While there are over 100 recognized PIDDs, most are very rare. About 1 in 500 people in the United States are born with a primary immunodeficiency4. Immune deficiencies can result in persistent or recurring infections, autoinflammatory disorders, tumors, and disorders of various organs. There are currently no cures for these conditions; treatment is palliative and consists of managing infections and boosting the immune system.

NantPro, a subsidiary of the Corporation, is the entity that holds the rights to the commercialization of IVIG for the treatment of primary immunodeficiency diseases in the USA, if approved. These exclusive commercialization rights for IVIG for PIDD in the USA were granted pursuant to a license agreement entered between NantPro and its sister company, PBT, in 2012 (the “NantPro License”). PBT has also since then been providing development services for NantPro consisting of pre-clinical and regulatory activities, including filing of the IND for IVIG for treatment of PIDD as well as preparing for and managing the on-going phase 3 clinical trial and supplying clinical material. NantPro and PBT also entered in an exclusive manufacturing and supply agreement in 2012 whereby NantPro would obtain 100% of its IVIG supply from PBT or an affiliate thereof on PBT’s behalf.

Prometic has now completed the required clinical package for IVIG required for a future BLA submission to the US FDA. New clinical data from Prometic’s pivotal IVIG phase 3 clinical trial was presented in April 2018 at the Clinical immunology Society Annual Meeting in Toronto. This demonstrated comparable safety and efficacy data to existing commercial IVIG products without any significant drug related safety issues. Both clinical primary and secondary endpoints in adult patients suffering from primary immunodeficiencies were met and achieved. Completion of a robust CMC package for IVIG prior to filing a BLA still requires substantial work, time and investment.

 

 

4 

Lim, Megan S., and Kojo SJ Elenitoba-Johnson. “The molecular pathology of primary immunodeficiencies.” The Journal of molecular diagnostics: JMD 6.2 (2004): 59.

 

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In the meanwhile, as previously mentioned, we have gathered compelling evidence that plasminogen, either in IV formulation as Ryplazim or as a sub-cutaneous injectable, has the potential to be a much larger global product than the Corporation had originally expected. This has resulted in increased partnering interest for Ryplazim and it is therefore clear that, beyond securing a regulatory approval by the FDA, the Corporation needs to prioritize its plasminogen manufacturing capacity planning to meet the volume demands of any potential partner. IVIG and selected further proteins remain in our pipeline. However, the advanced stage of development and economics of RyplazimTM support a compelling case for Prometic to focus all its available resources in the plasma-derived therapeutic’s segment on this therapeutic family to optimize its launch and growth. This, combined with the substantial work determined to be required on the CMC section of Prometic’s IVIG BLA, has caused the Corporation to suspend all current activity on IVIG. This will result in a material delay to the commercialization of IVIG. Following this assessment, the Corporation performed an impairment test which resulted in the Corporation recording a material impairment in the fourth quarter of the NantPro License in Q4, 2018.

Update on Other Plasma-Derived Drug Candidate—Inter Alpha-One Inhibitor proteins (IAIP) for the treatment of Necrotising Enterocolitis in Neonates (NEC).

Inter Alpha-One Inhibitor proteins (IAIP) was the third biopharmaceutical arising from the plasma-derived therapeutics platform that was expected to be launched commercially, if approved. Prometic holds the rights to commercialize IAIP in certain indications pursuant to a license agreement entered into in 2015.

Necrotizing enterocolitis (NEC) is a devastating inflammatory bowel condition that affects predominantly premature infants. NEC can ultimately destroy the wall of the bowel (intestine) and lead to perforation of the intestine and spillage of stool into the infant’s abdomen, which can result in an overwhelming infection and death. The cause of NEC is not well understood but appears to involve bacteria, injury to the bowel lining, inadequate oxygen supply to the bowel, and an abnormal immune response. Overall, NEC affects an estimated 8,000-12,000 live births each year in the USA. The disease has been reported to affect about 11 percent of very low birthweight infants born before 29 weeks of age. Mortality rates are high and range from about 15% to 30%5.

Prometic’s IAIP for the treatment of NEC was granted rare pediatric designation by the FDA which could have made it potentially eligible to receive a Priority Review Voucher (PRV) upon regulatory approval by the FDA. IAIP for the treatment of NEC was granted Fast Track status by the FDA and had been granted Orphan Drug designation by the FDA.

As part of its reprioritization and focus of activities on plasminogen (as previously described) as well as pursuant to its general cost saving initiatives, Prometic decided in March, 2019 to cease all research and development activities regarding IAIP. Accordingly, Prometic is proceeding to unwinding its corporate and business relationship with ProThera Biologics, Inc., a company with which Prometic had entered into a license agreement relating to IAIP in Q4 2015 for the rights to commercialize IAIP in certain indications, including NEC.

Plasma Collection and Processing

PBP operates in Laval, Quebec—Prometic’s plasma processing facility where, initially, we transfer the plasma protein purification methods developed at our Rockville, Maryland laboratories to a commercial-scale production facility and manufacture plasma-derived therapeutics to be used in our clinical trials as well as for some future commercial product sales, if the product is approved. As a consequence of the changes required by the FDA to the Ryplazim BLA, the Laval facility has now been dedicated to the production of Ryplazim for the foreseeable future. Additional plasma manufacturing operations at our partner’s, Emergent BioSolutions (“Emergent”), facility in Winnipeg, Canada will rely on a larger-scale version of the process implemented in Laval.

 

 

5 

Gephart, Ms Sheila M., et al. “Necrotizing enterocolitis risk: state of the science.” Advances in Neonatal Care 12.2 (2012): 77.

 

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With Ryplazim slated for production at our Laval facility and at the Emergent plasma purification plant in Winnipeg, and with other potential potential plasma derived therapeutics, such as IVIG, now slated for further development, we are continuing to evaluate our options to render our plasma-derived product development activities more efficient. Accordingly, Prometic is continuing to refine its plan concerning Telesta’s manufacturing facility in Belleville, Ontario with respect to their possible integration and use in the plasma-derived therapeutics segment.

We continue to evaluate our production needs and plans to be able to supply the eventual market demand for products (with an initial focus on RyplazimTM as well as the demand for future clinical products. To support the commercial product launches and the advancement of additional therapeutics, we intend to use the Pointe-Claire and Belleville plants, acquired in the Telesta acquisition. As the Laval and Winnipeg facilities are now initially dedicated to the production of plasminogen, the Labrosse facility is used to assist the scaling up of the manufacturing process before moving to a cGMP production facility. The Belleville facility is expected to eventually manufacture bulk active therapeutics by complementing Laval and Winnipeg facilities.

Prometic’s Winnipeg plasma collection center is an FDA and Health Canada licensed, EMA compliant and International Quality Plasma Program (IQPP) certified plasma collection facility conveniently located in close proximity to the existing Emergent Winnipeg based cGMP manufacturing facility. It allows for strategic sourcing of raw material for the PPPSTM platform. It also serves as a blueprint to expand collection centers in Canada and in the USA. It allows for sale of specialty plasma and blood products (i.e.red blood cells). PPR is the entity responsible for securing Prometic’s plasma requirements. The plasma securing strategy is key to ensuring a steady reliable flow of raw material to be processed via Prometic’s PPPSTM purification technology. In 2018, PPR has continued to focus on expanding its plasma donor base and to build out Prometic’s first US-based plasma collection center, which is scheduled to be operational in late 2019. The US collection center in owned and operated by PPR’s sister company “PPR USA”.

Revenues

Plasma-Derived Protein Therapeutics Segment Revenues*

 

     2018 Financial Year      2017 Financial Year  

Revenue from the sales of goods (normal source human plasma)

   $ 23,874      $ 1,469  

Revenue from the rendering of services

   $ 260      $ 120  

Rental revenue

   $ 358      $ 901  

 

*

Amounts are expressed in thousands of Canadian dollars.

Bioseparations Segment

Biopharmaceutical products encompass a wide range of biologically derived materials including recombinant proteins, plasma derived proteins and cell and gene therapies. Recombinant proteins, unlike their human plasma counterparts, are produced in non-human hosts and undergo intensive purification to remove host cell-derived impurities. The biopharmaceuticals market is now more than $200 billion (USD) and forecasted to exceed $300 billion (USD) by 20196. Monoclonal antibodies (MAbs) are the largest class of recombinant by value and represent approximately 60% of the total biopharmaceuticals market. Other proteins in the recombinant protein market

 

6 

Mordor Intelligence, Global Biopharmaceuticals Market—Segmented by Type of Products and Applications – Growth, Trends and Forecasts (2018—2023), February 2018.

 

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include growth factors, cytokines, hormones, fusion proteins, blood factors, vaccines, and therapeutic enzymes. Most biopharmaceutical products require extensive purification to meet the requirements of pharmaceutical regulators and chromatography is the mainstay of most downstream purification processes. The 2016 global market for process chromatography resins, columns and skids used in biopharmaceutical manufacturing was estimated to be $2.42 billion (USD), comprising $1.82 billion (USD) for resins and $0.55 billion (USD) for columns & skids7.. The total bioseparations market is predicted to reach $13.2 billion (USD) by 2024, driven by the growing demand for biopharmaceutical products; increased activity on new drug development; technology advancements; government initiatives and the growing use of single-use/disposable materials and consumables8.

Prometic has been historically known to industry leaders for its expertise in bioseparation, specifically for chromatography adsorbents used for large-scale purification of biologics and the elimination of pathogens. However, Prometic has also leveraged its own industry leading bioseparation technologies and products (e.g. its affinity chromatography technology) to develop a highly efficient extraction and purification process of therapeutic proteins from human plasma in order to develop plasma-derived protein therapeutics and orphan drugs targeting unmet medical conditions and rare diseases. Prometic’s proprietary PPPSTM manufacturing process utilises its own bioseparation technology and allows for superior extraction and recovery capabilities of such valuable proteins from plasma.

The Bioseparations Segment is comprised of different operating subsidiaries. The principal subsidiaries, which operated this segment for the 2018 Financial Year are:

 

   

Prometic Bioseparations Ltd (PBL), based in both Isle of Man and in Cambridge, UK, which develops, manufactures and supplies chromatography adsorbents and columns to its affiliates and third parties; and

 

   

Prometic Manufacturing Inc. (PMI), based in Joliette, Quebec, Canada, which, along with PBL, manufactures the agarose beads (Purabead®) that serve as a platform and base matrix for many of PBL’s chromatography products.

Our bioseparation technologies enable the targeted capture of proteins directly from biological source materials to provide a highly-efficient and cost-effective manufacturing processes for biopharmaceutical products. We sell our chromatography media to biopharma companies, which enables them to purify proteins, remove impurities and pathogens, reduce manufacturing costs and increase the yield of their therapeutic products. We currently have the capability to produce approximately 40,000 liters of bioseparation media per year to cGMP standard. In addition to chromatography adsorbents, PBL now also distributes chromatography columns (Evolve) for development and small-scale manufacturing applications and also supplies pre-packed disposable columns for R&D (EvolveR) and GMP manufacturing (EvolveD) aligned with the upsurge of interest in continuous biomanufacturing processes. We expect the revenues from the sale of our bioseparation and products will continue to contribute toward offsetting the costs of developing our small molecule and plasma-derived drug candidates.

The Corporation’s bioseparation adsorbents derive from its various affinity ligand platforms (e.g. Mimetic Ligands and peptide-based ligands) and its support matrices (Purabead®) to provide chromatography adsorbents for use in the capture and purification of protein therapeutics. A number of these bioseparation products are targeted at specific proteins such as the affinity resins that form the backbone of the PPPS process (specific affinity adsorbents for the capture of proteins such as clotting factors, plasminogen, fibrinogen, IVIG, alpha-1-antitrypsin and albumin); resins for the purification of recombinant albumin and albumin-fusion proteins (Mimetic Blue® SA and Albupure®), resins for the purification of polyclonal antibodies and related antibody fragments (Mabsorbent®, Fabsorbent) and Insulin Adsorbent for the purification of Insulin and Insulin analogues. Other products target the capture and purification of certain groups of proteins such as glycoproteins (Aminophenyl boronate resins) and proteases (p-Aminobenzamidine resins). The Corporation also has products which target the capture and removal of certain types of contaminants such as endotoxin (Etoxiclear), prions (Prioclear) and isoagglutinins (Isoclear), in addition to more generic products for general purification and polishing applications such as Ion-exchange resins, Hydrophobic Interaction adsorbents, Mimetic Ligand adsorbents and chromatography columns & screening kits. The Corporation also supplies a variety of custom products to clients who pay us to develop, manufacture and supply chromatography adsorbents for client-specific applications.

 

 

7 

TriMark Publications, Bioseparation Systems for Global Biopharmaceutical Markets – Trends, August 2013.

8 

GMR Analytics, Global Biopharmaceutical Bioseparation Systems Market Analysis, January 2019

 

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Our Strategy

Partnership agreements concluded over the past decade have enabled Prometic to position itself as a key player in the biopharmaceutical purification market. In creating such relationships, the Corporation’s goal is to maximize its value, all the while obtaining significant third party endorsement of Prometic’s technology. Prometic’s strategy for this business segment is to continue to increase its customer base for its bioseparation products and services and to partner with pharmaceutical and biopharmaceutical companies to improve the manufacturing of their own therapeutics. Moreover, Prometic intends to focus its R&D and technical programs in support of its own biopharmaceutical products such as RyplazimTM.

Prometic’s innovations in the area of bioseparation technology have created three potential revenue paths: (i) sale of bioseparation products and services, (ii) development and out-licensing of purification technology to drug manufacturers; and (iii) licensing and supply of technology for use in the manufacture of safer blood-derived products.

Outlook

Prometic’s bioseparation technologies and products enable the purification of biopharmaceuticals and assist in their efficient manufacture. At least 14 different products developed by our customers and licensees with the assistance of Prometic’s purification technologies have been approved by regulatory bodies thus far, including the EMA and FDA. These customers and licensees include well-known names in the pharmaceutical and biopharmaceutical industries. As the R&D and manufacturing activities of Prometic’s clients increase, Prometic expects product sales to increase and for additional new products to enter the market.

Furthermore, Prometic believes that as it increases its use of the PPPSTM process (e.g. as RyplazimTM (plasmonigen)) manufacturing output increases), this should further increase the need for Prometic’s bioseparation products. PPPSTM platform-based facilities, such as the Laval facility, and potentially, the Emergent and the Belleville facilities’ use of bioseparation products. As the number of product approvals from these facilities increases, the number and volume of chromatography adsorbents used is expected to increase.

Revenues

The following table indicates, for each of the two most recently completed financial years, the revenues for each category of products or services that accounted for 15% or more of the Corporation’s total consolidated revenues for the applicable financial year derived from sales to third party customers by the Corporation’s Bioseparations Segment:

Bioseparations Segment Revenues*

 

Financial Year    2018 Financial Year      2017 Financial Year  

Revenue from the sales of goods

   $ 21,710      $ 14,992  

Revenue from the rendering of services

   $ 1,031      $ 1,810  

 

*

Amounts are expressed in thousands of Canadian dollars.

 

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COMPETITIVE CONDITIONS

The biopharmaceutical industry is extremely competitive. Prometic competes with companies that produce similar or identical biopharmaceutical products or that propose different products and approaches to the treatment of the same diseases. Many of these companies have greater resources than Prometic. Accordingly, no assurance can be given that products developed by these other companies or that their equivalent technologies will not affect Prometic’s competitiveness.

Management believes Prometic’s competitive edge resides in the following: its ability to apply its proprietary novel and proprietary technology and know-how to a wide range of therapeutic products and diseases. It has developed two proprietary drug discovery platforms which have each produced a number of proprietary potential drug candidates which some of which are currently in late stage development (e.g. phase 3). Each of those late stage drug candidates can potentially address niche, orphan-type diseases as well as larger indications currently underserved. It can leverage the same APIs and manufacturing know-how to develop and investigate various disease indications for the same drug candidates; it has developed expertise and strong KOL networks in various health franchises, which can be addressed by its therapeutics. Finally, Prometic’s competitive edge resides in the fact that it has multiple opportunities to leverage its expertise in protein mimetics and medicinal chemistry to develop and build on an established pipeline of therapeutic products that target unmet medical needs where standard therapies are either in limited supply or economically burdensome.

RAW MATERIALS, COMPONENTS

Prometic mostly depends on third parties for the sourcing of raw materials, components or finished products for Prometic’s various products. Prometic believes that alternative sources of supply for such raw materials, components or finished products exist. However, any change in Prometic’s suppliers could have a significant impact on Prometic’s ability to complete certain projects and, accordingly, would affect its projected commercial and financial growth. While other potential alternative suppliers of raw materials and components have been identified or are being determined, they must first pass intensive validation tests to ensure their compliance with our product specifications. No assurance can be given regarding the successful outcomes of such tests or the ability of Prometic to secure alternate sources of supply of such raw materials components or finished products at competitive pricing.

INTELLECTUAL PROPERTY RIGHTS

Prometic owns and controls the intellectual property in the vast majority of its technologies, products and potential drug candidates, giving Prometic the option to develop and eventually commercialize its products in various geographies, to develop new formulations and to select CMOs and CROs of its choice. Prometic’s intellectual property rights include its trademarks, patents and patent applications, regulatory dossiers, manufacturing and process know-how. Prometic’s intellectual property portfolio has been built in large part from in-house technology and product research and development over the past 20 years as well as strategic relationships and joint ventures with reputable partners such as American National Red Cross. In addition, Prometic has a number of exclusive in-licensing arrangements with third parties under which Prometic licenses territorial rights to strategic technologies, patents and related know-how.

Prometic’s approach regarding its intellectual property portfolio is to file and/or license patents and patent applications as appropriate and to obtain patent protection in at least the major pharmaceutical markets, including the US, major European countries, Japan, and Canada. Prometic also relies on trade secrets, proprietary unpatented information, trademarks and contractual arrangements to protect its technology and enhance its competitive position. Prometic currently has a patent estate comprised of exclusively owned and in-licensed patents and patent applications. The patent portfolio includes patents and patent applications claiming compounds, pharmaceutical compositions, nutraceuticals, processes, and methods for treating diseases, disorders, or conditions.

 

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PBI-4050

Prometic’s PBI-4050 program is covered by a large patent portfolio comprised of issued patents, as well as allowed and pending patent applications. The main patent family, incorporating composition-of-matter and method of treatment claims for a broad array of derivative compounds, has been granted in the Canada, United States, Europe, China, Japan, Russia and in many other countries, and is on the way to being granted in other major pharmaceutical markets. The Corporation believes that the main patent family provides reasonable protection from generics entry until at least 2030 and some other families within the patent portfolio provide additional protection beyond 2034.

Regulatory Exclusivity

The regulatory regimes of certain countries such as the United States and Canada can provide for market exclusivity for a pharmaceutical product once approved if the requirements are met. Data protection provides a person or entity with protection against third parties who may wish to commercialize a product similar to an approved product for the same indication.

In the United States, the Drug Price Competition and Patent Term Restoration Act of 1984, also known as the Hatch-Waxman Act, awards, in certain circumstances, non-patent marketing exclusivities to pioneer drug manufacturers. The Hatch-Waxman Act provides five years of non-patent marketing exclusivity within the United States to an applicant who gains approval of a NDA for a “new chemical entity,” a drug for which the FDA has not previously approved any other new drug with the same active moiety, which is the molecule or ion responsible for the action of the drug. This marketing exclusivity generally prevents the FDA from approving, in certain circumstances, any abbreviated new drug application, or ANDA, for a generic drug or any 505(b)(2) NDA that references the pioneer drug product.

In the United States, distinct from exclusivity for drug products, biological products, such as toxins and serums, may be eligible for non-patent exclusivity. Specifically, the Biologics Price Competition and Innovation Act of 2009, or the BPCI Act, amended the Public Health Service Act to provide an abbreviated licensure pathway for biological products, or 351(k) application, shown to be biosimilar to, or interchangeable with, an FDA-licensed biological reference product. In turn, the BPCI provides a 4-year exclusivity period from the date of first licensure of the reference product, during which a 351(k) application referencing that product may not be submitted. In addition, FDA may grant a 12-year exclusivity period from the date of first licensure of the reference product, during which approval of a 351(k) application referencing that product may not be made effective. For the first biological product determined to be interchangeable with the reference product for any condition of use, the agency may provide a period of market exclusivity, during which a second or subsequent biological product may not be determined interchangeable with that reference product. However, unlike the process for drug products, FDA will not grant exclusivity for supplements or changes to the reference biological product. Like drug products, biologic products can receive 7 years of market exclusivity for an orphan indication. Finally, FDA may issue an additional 6 month an exclusivity period for certain biological products for which pediatric studies are conducted.

PBI-4050 could be expected to benefit from 7 years of market exclusivity in the United States from the approval date.

RyplazimTM could be expected to benefit from 7.5 years of market exclusivity in the United States from the approval date.

In Canada, the Food and Drug Regulations provide an 8-year market exclusivity period to a Notice of Compliance holder who markets an innovative drug in Canada (including a biological drug).

In Europe, when a marketing authorisation for a product is issued by the EMA, the approved product (including a biological product) benefits from 10 years of market exclusivity.

 

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Our Trademark Portfolio

RyplazimTM is our trademark, in the process of being registered in the United States, Canada and Europe, under which Prometic intends to commercialize plasminogen for the treatment of plasminogen congenital deficiency in those countries, if approval is received from the relevant regulatory authorities.

Other Intellectual Property Portfolio

Our portfolio of intellectual property contains additional trademarks, pending trademark registrations and domain names associated with our trademarks and pending trademark applications.

Our Policy on Intellectual Property

Our intellectual property practice is to keep all information relating to proprietary compounds, inventions, improvements, trade secrets, know-how and continuing technological innovation confidential and, where practicable, file patent and trademark applications. In particular, as part of our intellectual property protection practice, we, where we deem practicable and commercially reasonable:

 

   

file patent applications for any new and patentable invention, development or improvement in the United States and in other countries;

 

   

prosecute all pending patent applications in conformity with applicable patent laws and in a manner that efficiently covers our activities;

 

   

file trademark applications in countries of interest for our trademarks

 

   

register domain names whose addresses include our trademark names; and

 

   

maintain our intellectual property rights by paying government fees as may be necessary to ensure such rights remain in force.

PRODUCT DEVELOPMENT

Prometic has made significant investments over the last twenty years in the development of its proprietary technologies, its small molecule and plasma-derived therapeutics platforms and the drug candidates arising therefrom. These investments and in-house development strategy has allowed the Corporation to be flexible in its approaches and adaptive when needed as well as retraining control over intellectual property rights and the potential commercial upside thereon. Furthermore, it allows Prometic to develop the necessary skill sets internally on both the development of manufacturing processes as well as drug development (pre-clinical and clinical) in various disease indications. Notwithstanding the foregoing, the Corporation believes that it is important to have a balance between in-house product development and outsourcing same or partnering such activities. Developing products internally provides greater control over the pace of development and the potential for higher commercial returns. Finally, pursuing the development and commercialization phase in partnership with other companies (especially for specific indications and/or geographic regions) is also interesting for the Corporation because it provides continuous external validation of Prometic’s technology and possibilities of short and long term revenues from fees collected at the initiation of the partnership as well as via milestones payments and royalty streams.

Research and Development

Prometic’s R&D strategy is to focus on discovering and developing novel therapeutic drug candidates for which a proprietary IP position can be sought, which is in line with its mission statement. As described in the above-section, the Corporation conducts most of its R&D internally. However, once it has secured its proprietary position, Prometic does enter into various research relationships with reputable academic institutions to validate its internal results

 

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and assist in the furtherance of such fields. Prometic’s strategy for funding research and development (R&D) activities is to finance same via the formation of strategic alliances with pharmaceutical and biopharmaceutical companies, debt and equity, financings as well as grants or R&D tax credits for such purposes. During the course of the 2018 Financial Year, Prometic invested approximately $94.841 million in R&D, of which $10.213 million9 were refundable.

ENVIRONMENTAL PROTECTION

Prometic produces a certain amount of chemical waste in its R&D and manufacturing activities that is removed in accordance with applicable environmental protection standards by companies that specialize in hazardous waste management. Prometic’s research laboratories generate radioactive waste that is also removed by companies that specialize in hazardous waste management, in accordance with strict internal procedures and applicable regulatory requirements. Compliance with such requirements is not expected to have a significant effect on Prometic’s competitive position.

EMPLOYEES

Prometic has highly-qualified employees with specialized backgrounds in the relevant scientific fields. These relationships enable Prometic to gain access to an extended knowledge base. Prometic has also recruited experienced professionals in the area of business development, finance, sales, marketing, clinical/regulatory, accounting, human resources and drug manufacturing. On a consolidated basis as at December 31, 2018, Prometic had 487 employees in research and production facilities in Canada, the USA, the Isle of Man and the UK. Further, Prometic complements its work force with experienced consultants in various relevant fields.

RISKS AND UNCERTAINTIES RELATED TO PROMETIC’S BUSINESS

An investment in the securities of the Corporation is speculative and involves a high degree of risk, including without limitation the risk factors outlined in this Annual Information Form. Investors should consider the following risk factors, which are inherent to the Corporation and affect its business, and other information contained in this Annual Information Form, and as such, an investor should consider the following risks, before deciding to purchase securities of the Corporation. If any of the following risks occur, the business, financial condition and operating results of Prometic could be adversely affected. As a result, the trading price of the Corporation’s securities could decline and investors could lose part or all of their investment.

The risks and uncertainties described below are those we currently believe to be material, but they are not the only ones we face. If any of the following risks, or any other risks and uncertainties unknown to the Corporation or that we currently consider not to be material, actually occur or become material risks, our business, prospects, financial condition, results of operations and cash flows and consequently the price of the Common Shares could be materially and adversely affected. In all these cases, the trading price of the Common Shares could decline, and you could lose all or part of your investment. There is no assurance that risk management steps taken will avoid or mitigate future loss due to the uncertainties described below or other unforeseen risks.

 

 

9 

Represents R&D tax credits recognized by the Corporation in the consolidated financial statement for the year-ended December 31, 2018 for R&D performed in Canada and in the U.K. for the financial years 2016, 2017 and 2018.

 

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The Corporation faces increasingly challenging financial conditions and an immediate near-term capital shortfall. There is a material risk the Corporation may not be able to raise capital to continue as a going concern or that such capital will only be available on terms that result in very material dilution to the Corporation’s shareholders.

The Corporation faces increasingly challenging financial conditions. The Corporation has explored numerous alternatives to obtain capital to fund its operations, service its liabilities, and continue its research and development and commercialization activities, but has been unsuccessful in raising sufficient equity, equity-linked or debt financing for these purposes. The Corporation requires additional capital in the immediate near-term to continue as a going concern. There can be no assurance that additional capital will be available to enable the Corporation to continue as a going concern at all or on terms that would enable the Corporation to avoid very material dilution to its shareholders.

The Corporation has unsuccessfully pursued non-dilutive funding initiatives, including potential commercial and partnering transactions to strengthen its financial position, as well as equity and equity-related financing initiatives with multiple financial institutions, including United States and Canadian investment banking firms, institutional investors, and public sector pension plans and financial institutions. The Corporation has been unsuccessful in obtaining any capital from these initiatives. Despite these efforts and with very limited exceptions, the Corporation’s sole source of financing for nearly two years has been from its main secured creditor, SALP, through several debt financings. There can be no assurance that SALP will continue to extend credit to the Corporation or on terms that would enable the Corporation to avoid very material dilution to its shareholders.

The Corporation has also engaged Lazard, a financial advisor, to review and execute two key strategic transactions for the Corporation, one of which aims to raise non-dilutive capital from a licensing partnership for one of the Corporation’s late-stage assets and the other consists of the trade-sale of some of the Corporation’s non-core operations. While the Corporation has made promising initial progress in building competitive processes for these, no transaction is expected to close before the end of the second quarter of 2019 and provide the Corporation with capital to address its immediate near-term financing requirements.

Despite having pursued numerous financing alternatives unsuccessfully, the Corporation continues to explore initiatives to address its immediate near-term and longer-term funding requirements. The Corporation has concluded that any such initiative must include a refinancing, restructuring or recapitalization of the Corporation’s indebtedness to SALP and a significant market-based equity financing. There can be no assurance that SALP will agree to restructure or recapitalize the Corporation’s indebtedness or that any capital raising initiatives will be successful or enable the Corporation to raise capital on terms that will not very materially dilute its shareholders. If the Corporation does not successfully secure additional financing on terms favorable to it or at all, it may require it to significantly change its current or planned operations in order to conserve cash until such time and could result in the termination or delay of clinical trials for one or more of its product candidates, in the sale or assignment of its rights in the Corporation’s technologies or result in the Corporation’s inability to continue as a going concern and realize assets and pay liabilities as they become due.

There is no guarantee that an active, liquid market for the Common Shares will be maintained and it is possible that the Common Shares be delisted from the TSX if applicable listing requirements are not maintained.

There is no guarantee that an active liquid market for the Common Shares will be maintained on the TSX. Investors may not be able to sell their Common Shares quickly or at the latest market price if trading in the Common Shares is not active.

The listing of the Common Shares on the TSX is conditional upon the Corporation’s ability to maintain the applicable continued listing requirements of the TSX. Failure to maintain the applicable continued listing requirements of the TSX could result in the Common Shares being delisted from the TSX. The TSX may review a listing and delist securities based on the review of the financial condition of an issuer. If the market price of the Common Shares declines further or the TSX becomes doubtful that the Corporation can continue as a going concern, the TSX may commence a remedial review process that could lead to the delisting of the Common Shares from the TSX.

 

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The market conditions, the financial condition or the business performance of the Corporation may prevent it from having access to the public markets in the future.

The market conditions, the financial condition or the business performance of the Corporation may prevent it from having access to the public markets in the future. Therefore, there can be no guarantee that the Corporation will be able to continue to raise capital by way of public equity offerings. In such a case, the Corporation will have to use other means of financing, such as issuing debt instruments or entering into private financing agreements, the terms and conditions of which may not be favourable to the Corporation. These debt instruments may contain terms and conditions (e.g. covenants, etc.) which may be challenging or difficult for the Corporation to respect or which may impose significant operating and financial restrictions on the Corporation, such provisions may be breached or trigger default. Accordingly, the Corporation may be required to compensate counterparties, for costs and losses incurred as a result of various events, including breaches of representations and warranties, covenants, claims that may arise during the terms of said debt instruments or as a result of litigation that may be suffered by counterparties. If adequate funding is not available to the Corporation, it may be required to delay, reduce or eliminate its R&D of new products, its clinical trials or its marketing and commercialization efforts to launch and distribute new products.

The Corporation may not achieve its publicly-announced milestones in due time.

From time to time, the Corporation publicly announces the timing of the occurrence of certain events. These statements are forward-looking and are based on management’s best estimate relating to the occurrence of such events. However, the actual timing of such events may differ from what has been publicly disclosed. These variations may occur as a result of a series of events, including the rack of financial resources, nature of the results obtained during a clinical trial or during a research phase, problems with a supplier or any other event having the effect of delaying the timeline publicly announced. Should the Corporation fail to raise sufficient financing, it may need to postpone, delay, reduce or even terminate its R&D projects, clinical trials or any other commercialization and marketing efforts. The Corporation’s policy on forward-looking information does not consist in updating such information if the publicly disclosed timeline varies, unless otherwise required to do so by law. Any variation in the timing of certain events having the effect of postponing such events could have an adverse material effect on the business plan, financial conditions or operating results of the Corporation.

The Corporation is not profitable and may never achieve profitability.

The Corporation is not profitable and may never achieve profitability. The Corporation has been reporting losses since its inception. The Corporation will need to generate significant revenues to achieve profitability. There is no guarantee that the Corporation will succeed in commercializing its products, controlling its expenses and developing additional products, and, therefore, it may never become profitable.

The Corporation’s Common Share price is volatile and investors could lose money as a result of such volatility.

The Corporation’s Common Share price is volatile and investors could lose money as a result of such volatility. General market conditions as well as differences between the Corporation’s financial, scientific and clinical results and the expectations of investors as well as securities analysts can have a significant impact on the trading price of the Common Shares. In recent years, the shares of many biopharmaceutical companies have experienced extreme price fluctuations, unrelated to the operating performance of the affected companies. In the last year, the Common Shares’ market price has experienced significant decrease. There can be no assurance that the market price of the Common Shares will increase to historic levels or not continue to experience significant fluctuations in the future, including fluctuations that are unrelated to the Corporation’s performance. The occurrence of any of the above risks and uncertainties could have a material adverse effect on the price of the Corporation’s Common Shares.

 

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All of the Corporation debt obligations, and any future indebtedness the Corporation may incur, will have priority over the Common Shares with respect to payment in the event of a liquidation, dissolution or winding up.

In any liquidation, dissolution or winding up of the Corporation, the Common Shares would rank below all debt claims against the Corporation. In addition, any convertible or exchangeable securities or other equity securities that the Corporation may issue in the future may have rights, preferences and privileges more favorable than those of the Common Shares. As a result, holders of the Common Shares may not be entitled to receive any payment or other distribution of assets upon the liquidation or dissolution until after the Corporation’s obligations to its debt holders and holders of equity securities that rank senior to the Common Shares have been satisfied.

The Corporation may be impacted by certain tax treatments

The Corporation is a multinational corporation with operations in multiple jurisdictions. As a result, it needs to be compliant with the tax laws and regulations of Canadian federal, provincial and local governments, the U.S., the U.K. and other international jurisdictions. This includes transfer pricing laws and regulations between many of these jurisdictions. Significant judgment is required in determining the Corporation’s provision for income taxes and claims for investment tax credits (ITCs) related to qualifying Scientific Research and Experimental Development (SR&ED) expenditures, both in Canada and in foreign jurisdictions. Various internal and external factors may have favourable or unfavourable effects on future provisions for income taxes and the Corporation’s effective income tax rate. These factors may include, but are not limited to, changes in tax laws, regulations and/or tax rates, audits by tax authorities, changing interpretations of existing tax laws or regulations, changes in estimates of prior years’ items and changes in future levels of R&D spending. Furthermore, new accounting pronouncements or new interpretation of existing accounting pronouncements may have a material impact on the Corporation’s effective income tax rate.

The Corporation may be impacted by certain tax treatments for various revenue streams in different tax jurisdictions. The Corporation was subject to withholding taxes on certain of its revenue streams. The withholding tax rates that were used were based on the interpretation of specific tax acts and related treaties. If a tax authority has a different interpretation from the Corporation’s, it could potentially impose additional taxes, interests and/or penalties. This would potentially reduce the amounts of revenue ultimately received by the Corporation. The Corporation, from time-to-time, has implemented reorganization transactions to improve or simplify its overall tax structure. Challenges from a tax authority having a different interpretation than that of the Corporation could potentially have an impact in the form of additional taxes, interests and/or penalties.

Compliance with Laws and Regulations Affecting Public Companies

The occurrence of any changes in the laws and regulations applicable to public companies, including any changes to the existing disclosure obligations under applicable Canadian securities laws and regulations and related rules and policies, may cause the Corporation to incur additional expenses associated with the assessment of the impacts of such changes as well as a result of the implementation and monitoring of its compliance obligations, including any new internal processes and controls that need to be implemented or reporting requirements as a result of such changes.

Any changes in the laws and regulations affecting public companies may also increase the compliance risks associated with such changes, which could result in enforcement actions, penalties or lawsuits, which may have a material adverse effect on the Corporation’s financial condition and operating results.

Any such increased compliance risks may make it more difficult for the Corporation to comply with its indemnification obligations and to secure appropriate directors and officers’ liability insurance policies or may result in a significant increase in the cost to secure appropriate insurance coverage. The Corporation may not be able to afford a significant increase in the costs to secure appropriate directors and officers’ liability insurance coverage and may have to secure reduced coverage limits or settle for a higher retention amount for indemnifiable losses, which may not cover the claims against past, present of future directors and officers of the Corporation for which the Corporation is bound to indemnify its directors and officers. Any reduced limit in the insurance coverage or increase of the retention amount for indemnifiable losses may result in a difficulty to attract and retain experienced and qualified directors to serve on its Board and officers.

 

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The commercial success of the Corporation depends largely on the development and commercialization and/or monetization of its products derived from its small molecule therapeutics and plasma-derived therapeutics platforms.

The commercial success of the Corporation depends largely on the development, commercialization and/or monetization of its products derived from its small molecule therapeutics and plasma-derived therapeutics platforms. The failure by the Corporation to do so will have a material adverse effect on the Corporation. The Corporation’s focus in its small molecule therapeutics’ has been on the development and partnering activities for PBI-4050 and/or analogs thereof in which it has invested a significant portion of its financial resources and time. Although the Corporation has other compounds and analogs, most are at earlier stages of development.

The Corporation’s focus on its plasma-derived therapeutics segment has been on the development of RyplazimTM for the treatment of congenital plasminogen deficiency, the preparation of its amended BLA filing, its regulatory approval and its commercial launch in the USA. Although the Corporation has investigated other potential indications for RyplazimTM and potential therapeutics (e.g. IVIG), these are at earlier stages of development.

The Corporation’s focus on its bioseparation technologies segment has been to develop and commercialize affinity chromatography products related to the bioseparation, pathogen reduction and protein purification.

The ability of the Corporation to generate revenues in the future is primarily dependent on the commercialization and partnering of its therapeutic drug candidates and/or its analogs in its small molecule therapeutics and plasma-derived therapeutics segments. There can be no guarantees that any of its compounds will be successfully developed, approved and commercialized since they are still under development. Also, there can be no guarantee of commercialization or monetization of these compounds since they will depend on several factors including, without limitation:

 

   

successful development of products, scale up of manufacturing processes and completion of clinical trials;

 

   

timely receipt of regulatory approvals from the FDA and other regulatory agencies;

 

   

market acceptance of the product by the medical community, patients and reimbursement by third-party payers (such as governmental health administration authorities and private health coverage insurers);

 

   

successful marketing and sales force or the entering into commercial agreements with one or more partners for the marketing and sale of the products;

 

   

maintaining of manufacturing and supply arrangements in place to ensure commercial quantities of the compounds through the development and validated processes;

 

   

any change in the competitive landscape, including the clinical trial or approval of a third party product in the same market or indication or as a new standard of care;

 

   

ability for the Corporation to effectively protect its intellectual property and avoid patent infringement; and

 

   

ability for the Corporation to access capital to fund the development of the compounds;

 

   

any other condition, obligation or requirement that may arise, all of which may delay the Corporation’s capacity to generate revenues and will adversely materially affect its financial conditions and operating results.

 

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The Corporation does not have the required regulatory approval to commercialize its products and cannot guarantee that it will obtain or maintain such regulatory approval nor any exclusivity periods in connection thereto.

The Corporation does not have the required regulatory approvals to commercialize its products and cannot guarantee that it will obtain such regulatory approvals. The commercialization of the Corporation’s products first requires the approval of the regulatory agencies in each of the countries where it intends to sell its products. In order to obtain the required approvals, the Corporation must demonstrate, following preclinical and clinical studies, the safety, efficacy and quality of a product. There can be no guarantee that the Corporation will succeed in obtaining regulatory approval from the FDA and the regulatory approvals of agencies in other countries to sell its products. All of the compounds of the Corporation, are still subject to clinical studies and if the results of such studies are not positive, the Corporation may not be in a position to make any filing to obtain the mandatory regulatory approval or it may have to perform additional clinical or product validation studies on any of its products until the results support the safety and efficacy of such product, therefore incurring additional delays and costs. The filing of a new drug application (“NDA”) or BLA is complex and the Corporation largely relies on third-party service providers or consultants to help it perform these tasks.

The obtaining of regulatory approval is subject to the discretion of regulatory agencies. Therefore, even if the Corporation has obtained positive results relating to the safety and efficacy of a product, a regulatory agency may not accept such results as being conclusive and allow the Corporation to sell its products in a given country. Furthermore, the obtaining of regulatory approval is subject to the review and inspection of the facilities manufacturing the products and the product’s manufacturing process, including product batch validation and quality controls; these facilities and processes must comply with applicable GMP regulations. A regulatory agency may require that additional tests on the safety and efficacy of a product or changes the manufacturing facility or manufacturing process be conducted prior to granting approval, if any.

Even if the FDA approves a product, there can be no guarantee that other regulatory agencies will approve this product in their respective countries. Even if the Corporation obtains regulatory approval for any of its products, regulatory agencies have the power to limit the indicated use of a product as they see fit. The failure to obtain or a delay in obtaining a FDA or other regulatory bodies’ approval may postpone the Corporation’s capacity to generate revenues and adversely materially affect its financial conditions and operating results.

In the event that the FDA approves a product, there can be no guarantee that any exclusivity periods will be granted to the Company nor that the Corporation would be eligible to receive a Rare Pediatric Disease Priority Review Voucher (“PRV”) or that any PRV would be granted to the Corporation pursuant to the Rare Pediatric Disease Priority Review Voucher Program.

The manufacture, marketing and sale of the products will be subject to ongoing review and extensive regulatory requirements in the country in which the Corporation intends to market its products.

The manufacture, marketing and sale of the products will be subject to ongoing review by the regulators and extensive regulatory requirements in the country in which the Corporation intends to market its products, if any. For instance, if the Corporation obtains marketing approval for one product in the USA, the marketing of this product will be subject to extensive regulatory requirements administered by the FDA and other regulatory bodies, such as adverse event reporting requirements in compliance with all of the FDA’s marketing and promotional requirements. The manufacturing facilities for the Corporation’s product will also be subject to continual review and periodic inspections modifications to the manufacturing facility, manufacturing process and/or product will be subject to regulatory approval. Manufacturing facilities, including testing facilities, packaging facilities, distributors facilities, are subject to inspections by the regulatory authorities and must comply with the applicable cGMP regulations. Failure to comply with any of these post-approval requirements can result in a series of sanctions, including without limitation, withdrawal of the right to market a product. The failure to maintain a FDA or other regulatory bodies’ approval, or inability to access products as a result of regulatory actions related to manufacturing facilities, may postpone or after the Corporation’s capacity to generate revenues and adversely materially affect its financial conditions and operating results.

 

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Clinical trials may not demonstrate a clinical benefit of the Corporation’s product candidates.

Clinical trials may not demonstrate a clinical benefit of the Corporation’s product candidates. Positive results from pre-clinical studies and early clinical trials should not be relied upon as evidence that later stage or large scale clinical trials will succeed. The Corporation will be required to demonstrate with substantial evidence through well-controlled clinical trials that its product candidates are safe and effective for use in a diverse population before the Corporation can seek regulatory approvals for their commercial sale. Success in early clinical trials does not mean that future clinical trials will be successful because product candidates in later stage clinical trials may fail to demonstrate sufficient safety and efficacy to the satisfaction of regulatory authorities despite having progressed through initial clinical trials.

Even after the completion of phase 3 clinical trials, regulatory authorities may disagree with its clinical trial design and its interpretation of data, and may require the Corporation or its partners to conduct additional clinical trials to demonstrate the efficacy of its product candidates. There is no assurance that a regulatory authority will issue a biologics license or manufacturing authorization. Regulatory authorities may determine that the product, the manufacturing process or the manufacturing facilities do not meet applicable requirements to ensure the continued safety, purity and potency of the product.

The success of the Corporation’s product candidates is influenced by its collaborations with its partners and any adverse developments in its relationship with its partners could materially harm its business.

The success of the Corporation’s product candidates is influenced by its collaborations with its partners. Any adverse developments in its relationship with its partners could materially harm its business. The Corporation is subject to a number of risks associated with any collaboration that could be entered into for the development of its product candidates, including the risk that these collaborators may terminate the relevant agreement(s) upon the occurrence of certain specified events, including a material breach by the Corporation of any of its obligations under the respective agreements.

The Corporation’s product candidates could cause undesirable and potentially serious side effects during clinical trials that could delay or prevent their regulatory approval or commercialization.

The Corporation’s product candidates could cause undesirable and potentially serious side effects during clinical trials that could delay or prevent their regulatory approval or commercialization. Undesirable side effects caused by any of its product candidates could cause the Corporation or regulatory authorities to interrupt, delay or halt clinical trials and could result in the denial of regulatory approval by regulatory authorities for any or all targeted indications. This, in turn, could prevent the Corporation from commercializing its product candidates and generating revenues from their sale. In addition, if its product candidates receive marketing approval and the Corporation or others later identify undesirable side effects caused by the product:

 

   

regulatory authorities may withdraw their approval of the product;

 

   

the Corporation or others may be required to initiate a voluntary or mandatory recall the product, change the way the product is administered, conduct additional clinical trials or change the labelling of the product;

 

   

the Corporation may be exposed to product liability claims;

 

   

a product may become less competitive and product sales may decrease; or

 

   

Prometic’s reputation may suffer.

 

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Any one or a combination of these events could prevent the Corporation from achieving or maintaining market acceptance of the affected product or could substantially increase the costs and expenses of commercializing the product, which in turn could delay or prevent the Corporation from generating revenues from the sale of the affected product.

The FDA’s (or equivalent body) review of new drugs based on safety, efficacy or other regulatory considerations may result in significant delays.

The FDA’s (or equivalent body) review of new drugs based on safety, efficacy or other regulatory considerations may result in significant delays in obtaining regulatory approvals, additional clinical trials being required, changes to the manufacturing process and additional conformance lots being required or more stringent product labelling requirements. Any delay in obtaining, or inability to obtain, applicable regulatory approvals will prevent the Corporation from commercializing our product candidates.

Any change in FDA (or equivalent body) regulations or new regulations may negatively impact the Corporation’s operations and financial conditions

The Corporation’s financial condition could be affected by the introduction of new regulations or amendments to existing regulations. New legislation or changes to existing legislation affecting the Corporation , its business partners and its potential customers could increase the Corporation’s cost of goods or decrease demand for the Corporation’s products and affect its results of operation and financial condition. For example, the implementation of health care reform legislation that regulates drug costs could limit the profits that could be made from the development of new drugs. In addition, new laws or regulations could increase the Corporation’s costs related to manufacturing therapeutics (for e.g. a change in source plasma specifications by the FDA could lead to more testing which could increase costs of source plasma, driving up costs of goods sold (COGs) for plasma-derived therapeutics).

The Corporation may rely on third party suppliers of services to conduct its preclinical and clinical studies and the failure by such third parties to comply with their obligations may delay the studies and/or have an adverse effect on the Corporation’s development program.

The Corporation may rely on third party suppliers of services to conduct or assist with its preclinical and clinical studies and the failure by such third parties to comply with their obligations may delay the studies and/or have an adverse impact on the Corporation’s development program. The Corporation has limited resources to conduct preclinical and clinical studies and relies on third-party suppliers of services to conduct its studies. If the Corporation’s third-party suppliers of services become unavailable for any reason, including as a result of the failure to comply with the rules and regulations governing the conduct of preclinical and clinical studies, operational failures, such as equipment failures or unplanned facility shutdowns, damage from any event, including fire, flood, earthquake, business restructuring or insolvency, or if they fail to perform their contractual obligations pursuant to the terms of the agreements entered into with the Corporation, such as failing to do the testing, compute the data or complete the reports further to the testing, the Corporation may incur delays in connection with the planned timing of its studies which could adversely affect the timing of the development program of a molecule and/or protein or delay the filing of an IND, NDA or BLA (or equivalent regulatory submissions). If the damage to any of the Corporation’s third-party suppliers of services is extensive or if, for any reason, such suppliers do not operate in compliance with Good Clinical Practices or are unable or refuse to perform their contractual obligations, the Corporation will need to find alternative third-party suppliers of services.

If the Corporation is required to change or select new third-party suppliers of services, the timing of the work related to preclinical and/or clinical studies could be delayed since the number of competent and reliable third-party suppliers to conduct preclinical and clinical work in compliance with GLP is limited. Any selection of new third-party suppliers to carry out work related to preclinical and clinical studies will be time-consuming and will result in additional delays in receiving data, analysis and reports from such third-party suppliers which, in turn, would delay the obtaining of regulatory approval to commercialize the Corporation’s products. Furthermore, such delays could increase the Corporation’s expenditures to develop a product and materially adversely affect its operating results and financial condition.

 

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Failure to recruit and enroll patients for clinical trials may cause the development of the Corporation’s product candidates to be delayed or cancelled

Failure to recruit and enroll patients for clinical trials may cause the development of the Corporation’s product candidates to be delayed or cancelled. The Corporation may encounter delays or rejections in recruiting and enrolling enough patients to complete clinical trials. Patient enrolment depends on many factors, including without limitation the size of the patient population, the nature of the protocol, the proximity of patients to clinical sites, the number of suitable patients and the eligibility criteria for the clinical trial. Any delays in planned patient enrolment may result in delays to product development and increased development costs, which could harm its ability to develop products and materially adversely affect its operating results and financial condition.

The Corporation does not know whether any of its ongoing or planned clinical trials will proceed or be completed on schedule, or at all.

The Corporation does not know whether any of its ongoing or planned clinical trials will proceed or be completed on schedule, or at all. The commencement of its planned clinical trials could be substantially delayed or prevented by several factors, including without limitation:

 

   

limited number of, and competition for, suitable patients with the indications required for enrolment in its clinical trials;

 

   

limited number of, and competition for, suitable sites to conduct its clinical trials;

 

   

delay or failure to obtain FDA or non-USA regulatory agencies’ approval or agreement to commence a clinical trial;

 

   

delay or failure to obtain sufficient supplies of the product candidate for its clinical trials;

 

   

delay or failure to reach agreement on acceptable clinical trial agreement terms or clinical trial protocols with prospective sites or investigators; and

 

   

delay or failure to obtain an institutional review board (“IRB”) approval to conduct a clinical trial at a prospective site.

The completion of any clinical trial could also be substantially delayed or prevented by several factors, including:

 

   

slower than expected rates of patient recruitment and enrolment;

 

   

failure of patients to complete the clinical trial;

 

   

unforeseen safety issues or serious adverse events;

 

   

lack of efficacy observed during any clinical trial;

 

   

termination of any clinical trial by one or more clinical trial sites;

 

   

change of a principal investigator;

 

   

inability or unwillingness of patients or medical investigators to follow a clinical trial protocols;

 

   

inability to monitor patients adequately during or after treatment; and

 

   

introduction of competitive products that may impede our ability to retain patients in any clinical trial.

Clinical trials may be suspended or terminated at any time by the FDA, other regulatory authorities, the IRB overseeing the clinical trial at issue, any of its clinical trial sites with respect to that site, or us. Any failure or significant delay in completing any clinical trial for its product candidates could materially harm its financial results and the commercial prospects for its product candidates.

 

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Governmental health administration authorities, private health coverage insurers and other organizations may not reimburse patients for the costs of the Corporation’s, products and related treatment.

Market acceptance of the Corporation’s products is uncertain and depends on a variety of factors, most of which are not under the control of the Corporation. The Corporation’s ability to commercialize its products with success will depend on a variety of factors. One of these is the extent to which reimbursement to patients for the cost of such products and related treatment will be made available by governmental health administration authorities, private health coverage insurers and other organizations. Obtaining reimbursement approval for a product is time-consuming and a costly process that could require the Corporation to provide supporting scientific, clinical and cost effectiveness data for the use of a product. There can be no guarantee that third-party payers will accept to reimburse a Corporation product.

The Corporation has never made any application to seek reimbursement of a drug and must, therefore, rely in part on third-party suppliers of services to assist it in the performance of this task.

Other factors that may have an impact on the acceptance of the Corporation’s products include:

 

   

acceptance of the products by physicians and patients as safe and effective treatments;

 

   

product price;

 

   

the effectiveness of the Corporation’s or its partner’s sales and marketing efforts (or those of its commercial partners);

 

   

storage requirements and ease of administration;

 

   

dosing regimen;

 

   

safety and efficacy data;

 

   

prevalence and severity of side effects; and

 

   

competitive products.

If government and third party payors fail to provide coverage and adequate reimbursement rates for the Corporation’s product candidates, the Corporation’s revenues and potential for profitability will be reduced. The Corporation’s product revenues will depend principally upon the reimbursement rates established by third party payors, including government health administration authorities, managed-care providers, public health insurers, private health insurers and other organizations. These third party payors are increasingly challenging the price, and examining the cost effectiveness of medical products and services. In addition, significant uncertainty exists as to the reimbursement status, if any, of newly approved drugs, pharmaceutical products or product indications. We may need to conduct post-marketing clinical trials in order to demonstrate the cost-effectiveness of products. Such clinical trials may require us to dedicate a significant amount of management time and financial and other resources. If reimbursement of such product is unavailable or limited in scope or amount or if pricing is set at unsatisfactory levels, our revenues could be reduced. Moreover, the determination of the price of certain drugs in orphan disease indications could be even more difficult to make due to lack of comparables.

The Corporation may rely in whole or in part on third parties for the supply of materials, manufacture and supply of its products and such reliance may adversely affect the Corporation if the third parties are unable to fulfill their obligations or may adversely affect the Corporation if the cost of goods is not favorable to the Corporation.

 

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The Corporation may rely in whole or in part on third parties for the manufacture and supply of its products and such reliance may adversely affect the Corporation if the third parties are unable to fulfill their obligations. The Corporation does not have the resources, facilities or experience to manufacture its products in large quantities on its own. The Corporation relies on a limited number of third party manufacturers for the manufacture of small molecule compounds. The Corporation also relies on a limited number of third parties to supply raw materials, manufacture and supply plasma-derived products for clinical studies and, unless the Corporation deems the manufacture of this product feasible and profitable if it is approved for commercialization, it may rely on third parties to manufacture and supply large quantities of product for commercial sales and to fill-finish such products. The Corporation’s reliance on third-party suppliers, manufacturers and laboratory testing service providers will expose it to a number of risks. If third-party suppliers, manufacturers or third party laboratories become unavailable to the Corporation for any reason, including as a result of the failure to comply with applicable regulations (e.g. cGMP or cGLP regulations), manufacturing problems or other operational failures, such as equipment failures or unplanned facility shutdowns, shortages of materials, damage from any event, including fire, flood, earthquake, business restructuring or insolvency, or if they fail to perform their contractual obligations under agreements with the Corporation, such as a failure to deliver the quantities requested on a timely basis, the Corporation may be delayed or prevented in manufacturing products and could be unable to meet the regulatory requirements of the FDA or other regulatory agencies to obtain market approval for its products. Any such event could delay the supply of a product to conduct clinical trials and, if a product has reached commercialization, could prevent the supply of the product and adversely affect the revenues of the Corporation and its competitive advantages, if any, and could expose the Corporation to potential claims of breach of contract or to penalties from third party customers or business partners. If the damage to a third-party manufacturer facility is extensive, or, for any reason, it does not operate in compliance with cGMP or is unable or refuses to perform its obligations under its agreement with the Corporation, the Corporation will need to find an alternative third-party manufacturer, if available. The Corporation relies on sole source suppliers or third party manufacturers for certain of its activities. Although the Corporation plans to qualify alternative suppliers or third-party manufacturers in the future, there is no assurance that the Corporation will be successful in qualify such alternative suppliers or third-party manufacturers. The selection of a third-party manufacturer will be time-consuming and costly since the Corporation will need to validate the supplier, manufacturing facility of such new third-party manufacturer or testing laboratory. The validation will include an assessment of the capacity of such third-party manufacturer to produce the quantities that may be requested from time to time by the Corporation, the manufacturing process and its compliance with cGMP and would require approval from the regulatory authorities. Such approval process, if any, may take up to a minimum of eighteen months. In addition, the third-party manufacturer will have to familiarize itself with the Corporation’s technology. Any delay in finding an alternative third-party manufacturer of a product could result in a shortage of such product, delay clinical study programs and the filing for regulatory approval of a product, and deprive the Corporation of potential product revenues.

The Corporation’s revenues and operating results may also be negatively affected by any increase in the cost of goods that is not favorable to the Corporation.

The Corporation may build its own sales force or enter into a commercial agreement with a third party for the sale and marketing of its products and there is no guarantee that the Corporation will be able to achieve one of these tasks.

The Corporation may build its own sales force or enter into a commercial agreement with a third party for the sale and marketing of its therapeutic products and there is no guarantee that the Corporation will be able to achieve one of these tasks. The Corporation currently has limited marketing capabilities and a minimal sales force for its bioseparations business. In addition, the Corporation has limited experience in developing, training or managing a pharmaceutical marketing or sales force. In order to commercialize its products, the Corporation must either develop its own sales force or enter into a commercial agreement with a third party. The development of a sales force is costly and will be time-consuming given the limited experience the Corporation has in that respect. To the extent the Corporation develops a sales force, the Corporation will be competing against companies who have more experience managing a sales force than the Corporation and access to more funds than the Corporation with which to manage a sales force. Consequently, there can be no guarantee that the sales force that the Corporation would develop would be efficient and would maximize the revenues derived from the sale of the Corporation’s therapeutic products.

 

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Finding a third party for the sale and commercialization of a product is a lengthy process which includes the assessment of the services to be performed by the third party, a due diligence on the Corporation’s products and the negotiation of the terms and conditions of a commercial agreement. The outcome of this process is uncertain and the Corporation may not be able to conclude a commercial agreement. If such an event occurs, the Corporation could have to delay the launch of its products which could adversely materially affect the financial conditions and the operating results of the Corporation. There is no assurance that any such third party will dedicate the resources required to enable a successful launch of the product, maximize the sale of the product or comply with all applicable laws or the terms of the commercial agreement.

The failure by the Corporation to protect its intellectual property may have a material adverse effect on its ability to develop and commercialize its products.

The failure by the Corporation to protect its intellectual property may have a material adverse effect on its ability to develop and commercialize its products. The Corporation will be able to protect its intellectual property rights from unauthorized use by third parties only to the extent that its intellectual property rights are covered by valid and enforceable patents or are effectively maintained as trade secrets. The Corporation tries to protect its intellectual property license by filing patent applications related to its proprietary technology, inventions and improvements that are important to the development of its business. Because the patent position of pharmaceutical companies involves complex legal and factual questions, the issuance, scope and enforceability of patents cannot be predicted with certainty. Patents, if issued, may be challenged, invalidated or circumvented. If the Corporation’s patents are invalidated or found to be unenforceable, it will lose the ability to exclude others from making, using or selling the inventions claimed. Moreover, an issued patent does not guarantee the Corporation the right to use the patented technology or commercialize a product using that technology. Third parties may have blocking patents that could be used to prevent the Corporation from developing its product candidates, selling its products or commercializing its patented technology. Thus, patents that the Corporation owns may not allow it to exploit the rights conferred by its intellectual property protection. Moreover, the Corporation’s pending patent applications may not result in patents being issued. Even if issued, they may not be issued with claims sufficiently broad to protect its products and technologies or may not provide the Corporation with a competitive advantage against competitors with similar products or technologies. Furthermore, others may independently develop products or technologies similar to those that the Corporation has developed or discover the Corporation’s trade secrets. In addition, the laws of many countries do not protect intellectual property rights to the same extent as the laws of Canada, Europe and the USA, and those countries may also lack adequate rules and procedures for defending intellectual property rights effectively. Although the Corporation has received many patents for its products, there can be no guarantee that the Corporation will receive patents in countries where it files patent applications for its products. As a result, the validity and enforceability of our patents cannot be predicted with certainty. In addition, the Corporation cannot guarantee that:

 

   

the Corporation or Corporation’s licensors were the first to make the inventions covered by each of our issued patents and pending patent applications;

 

   

the Corporation or Corporation’s licensors were the first to file patent applications for these inventions;

 

   

others will not independently develop similar or alternative technologies or duplicate any of the Corporation or Corporation’s licensors’ technologies;

 

   

any of the Corporation or Corporation’s licensors’ pending patent applications will result in issued patents;

 

   

any of the Corporation or Corporation’s licensors’ patents will be valid or enforceable;

 

   

any patents issued to Prometic or Prometic’s licensors and collaboration partners will provide the Corporation with any competitive advantages, or will not be challenged by third parties;

 

   

the Corporation will develop or in-license additional proprietary technologies that are patentable; or

 

   

the patents of others will not have an adverse effect on Prometic’s business.

 

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The Corporation relies on trade secrets, know-how and technology, which are not protected by patents, to maintain its competitive position.

The Corporation also relies on trade secrets, know-how and technology, which are not protected by patents, to maintain its competitive position. The Corporation tries to protect this information by entering into confidentiality undertakings with parties that have access to it, such as the Corporation’s current and prospective suppliers, employees and consultants. Any of these parties may breach the undertakings and disclose the confidential information to the Corporation’s competitors. Enforcing a claim that a third party illegally obtained and is using trade secrets is expensive and time consuming and the outcome is unpredictable. In addition, it could divert management’s attention. If any trade secret, know-how or other technology not protected by a patent were to be disclosed to or independently developed by a competitor, the Corporation’s competitive position could be harmed.

The Corporation may not be able to protect its intellectual property rights throughout the world.

The Corporation may not be able to protect its intellectual property rights throughout the world. Filing, prosecuting and defending patents on all of our product candidates and products, when and if the Corporation has any, in every jurisdiction would be prohibitively expensive. Competitors may use our technologies in jurisdictions where the Corporation or its licensors have not obtained patent protection to develop our own products. These products may compete with our products, when and if the Corporation has any, and may not be covered by any of its or its licensors’ patent claims or other intellectual property rights.

The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of Canada and USA, and many companies have encountered significant problems in protecting and defending such rights in foreign jurisdictions.

The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of Canada and USA, and many companies have encountered significant problems in protecting and defending such rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favour the enforcement of patents and other intellectual property protection, particularly those relating to biotechnology and/or pharmaceuticals, which could make it difficult for the Corporation to stop the infringement of our patents. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business.

Patent protection for the Corporation’s product candidates or products may expire before it is able to maximize their commercial value which may subject the Corporation to increased competition and reduce or eliminate its opportunity to generate product revenue.

Patent protection for the Corporation’s product candidates or products may expire before it is able to maximize their commercial value which may subject the Corporation to increased competition and reduce or eliminate its opportunity to generate product revenue. The patents for its product candidates have varying expiration dates and, when these patents expire, the Corporation may be subject to increased competition and may not be able to recover its development costs. In some of the larger economic territories, such as Canada, the USA and Europe, patent term extension/restoration may be available to compensate for time taken during aspects of the product candidate’s regulatory review. However, the Corporation cannot be certain that an extension will be granted, or if granted, what the applicable time period or the scope of patent protection afforded during any extended period will be. In addition, even though some regulatory agencies may provide some other form of exclusivity for a product candidate under its own laws and regulations, the Corporation may not be able to qualify the product candidate or obtain the exclusive time period.

 

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If the Corporation is unable to obtain patent term extension/restoration or some other exclusivity, the Corporation could be subject to increased competition and its opportunity to establish or maintain product revenue could be substantially reduced or eliminated. Furthermore, the Corporation may not have sufficient time to recover its development costs prior to the expiration of its Canadian and non-Canadian patents.

The Corporation may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights and may be unable to protect its rights to, or use of, its technology.

The Corporation may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights and may be unable to protect its rights to, or use of, its technology. If the Corporation chooses to go to court to restrain a third party from using the inventions claimed in its patents or licensed patents, that individual or corporation has the right to ask the court to rule that these patents are invalid and/or should not be enforced against that third party. These lawsuits are expensive and would consume time and other resources even if the Corporation was successful in stopping the infringement of these patents. In addition, there is a risk that the court will decide that these patents are invalid or unenforceable and that the Corporation does not have the right to retrain the third party from using the inventions. There is also the risk that, even if the validity of these patents is upheld, the court will refuse to grant a decision or judgment in the Corporation’s favour on the ground that such other party’s activities do not infringe the Corporation’s rights.

If the Corporation wishes to use the technology or compound claimed in issued and unexpired patents owned by a third party, the Corporation will need to obtain a license from such third party, enter into litigation to challenge the validity or enforceability of the patents or incur the risk of litigation in the event that the owner asserts that the Corporation infringed its patents. The failure to obtain a license to technology or the failure to challenge an issued patent that the Corporation may require to develop or commercialize its product candidates may have a material adverse impact on the Corporation’s operating results and financial condition.

If a third party asserts that the Corporation infringed their patents or other proprietary rights, the Corporation could face a number of risks that could seriously harm its results of operations, financial condition and competitive position, including:

 

   

patent infringement and other intellectual property claims, which would be costly and time consuming to defend, whether or not the claims have merit, and which could delay the regulatory approval process and divert management’s attention from our business;

 

   

substantial damages for past infringement, which the Corporation may have to pay if a court determines that its product candidates or technologies infringe a competitor’s patent or other proprietary rights;

 

   

a court prohibiting the Corporation from selling or licensing its technologies or future drugs unless the third party licenses its patents or other proprietary rights to the Corporation on commercially reasonable terms, which it is not required to do; and

 

   

if a license is available from a third party, the Corporation may have to pay substantial royalties or lump sum payments or grant cross licenses to its patents or other proprietary rights to obtain that license.

The biopharma industry has produced a proliferation of patents, and it is not always clear to industry participants, including the Corporation, which patents cover various types of products or methods of use. The coverage of patents is subject to interpretation by the courts, and the interpretation is not always uniform. If the Corporation is sued for patent infringement, the Corporation would need to demonstrate that its product candidates or methods of use either do not infringe the patent claims of the relevant patent and/or that the patent claims are invalid, and the Corporation may not be able to do this. Proving invalidity, in particular, is difficult since it requires a showing of clear and convincing evidence to overcome the presumption of validity enjoyed by issued patents.

 

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Canadian patent laws as well as the laws of some foreign jurisdictions provide for provisional rights in published patent applications beginning on the date of publication, including the right to obtain reasonable royalties, if a patent is subsequently issued and certain other conditions are met. While the Corporation believes that there may be multiple grounds on which to challenge the validity of the Canadian patent and the foreign counterparts, the Corporation cannot predict the outcome of any invalidity challenge. Alternatively, it is possible that the Corporation may determine it prudent to seek a license from the patent holder to avoid potential litigation and other potential disputes. The Corporation cannot be sure that a license would be available to the Corporation on acceptable terms, or at all.

Because some patent applications in the USA may be maintained in secrecy until the patents are issued, because patent applications in Canada and many foreign jurisdictions are typically not published until 18 months after filing, and because publications in the scientific literature often lag behind actual discoveries, the Corporation cannot be certain that others have not filed patent applications for technology covered by its licensors’ issued patents or its pending applications or its licensors’ pending applications, or that the Corporation or its licensors were the first to invent the technology.

Patent applications filed by third parties that cover technology similar to the Corporation’s may have priority over its or its licensors’ patent applications and could further require the Corporation to obtain rights to issued patents covering such technologies. If another party files a USA patent application on an invention similar to the Corporation’s, the Corporation may elect to participate in or be drawn into an interference proceeding declared by the USA Patent and Trademark Office (USPTO) to determine priority of invention in the USA. The costs of these proceedings could be substantial, and it is possible that such efforts would be unsuccessful, resulting in a loss of our USA patent position with respect to such inventions.

Some of its competitors may be able to sustain the costs of complex patent litigation more effectively than the Corporation can because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on its ability to raise the funds necessary to continue its operations. The Corporation cannot predict whether third parties will assert these claims against the Corporation or against its licensors, or whether those claims will harm our business. If the Corporation is forced to defend against these claims, whether they are with or without any merit, whether they are resolved in favour of or against the Corporation or its licensors, the Corporation may face costly litigation and diversion of management’s attention and resources. As a result of these disputes, the Corporation may have to develop costly non-infringing technology, or enter into licensing agreements. These agreements, if necessary, may be unavailable on terms acceptable to the Corporation, if at all, which could seriously harm its business or financial condition.

The Corporation’s commercial success depends, in part, on its ability not to infringe on third parties’ patents and other intellectual property rights. The Corporation’s capacity to commercialize its products will depend, in part, on the non-infringement of third parties’ patents and other intellectual property rights. The biopharmaceutical and pharmaceutical industries have produced a multitude of patents and it is not always clear to participants, including the Corporation, which patents cover various types of products or methods of use. The scope and breadth of patents is subject to interpretation by the courts and such interpretation may vary depending on the jurisdiction where the claim is filed and the court where such claim is litigated. The holding of patents by the Corporation for its products and their applications does not guarantee that the Corporation is not infringing on other third parties’ patents and there can be no guarantee that the Corporation will not be in violation of third parties’ patents and other intellectual property rights. Patent analysis for non-infringement is based in part on a review of publicly available databases. Although the Corporation reviews from time to time certain databases to conduct patent searches, it does not have access to all databases. It is also possible that some of the information contained in the databases has not been reviewed by the Corporation or was found to be irrelevant at the time the searches were conducted. In addition, because patents take years to be issued, there may be currently pending applications that the Corporation is unaware of which may later be issued. As a result of the foregoing, there can be no guarantee that the Corporation will not violate third-party patents. Because of the difficulty in analyzing and interpreting patents, there can be no guarantee that a third party will not assert that the Corporation infringes upon any of its patents or any of its other intellectual property rights.

 

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There is no guarantee that the Corporation will not become involved in litigation. Litigation with any third party, even if the allegations are without merit, is expensive, time-consuming and will divert management’s attention from the daily execution of the Corporation’s business plan. Litigation implies that a portion of the Corporation’s financial assets would be used to sustain the costs of litigation instead of being allocated to further the development of its business plan. If the Corporation is involved in patent infringement litigation, it will need to demonstrate that its products do not infringe the patent claims of the relevant patent, that the patent claims are invalid or that the patent is unenforceable. If the Corporation was found liable for infringement of third parties’ patents or other intellectual property rights, the Corporation could be required to enter into royalty or licensing agreements on terms and conditions that may not be favourable to the Corporation, and/or pay damages, including up to treble damages (but only if found liable of willful infringement) and/or cease the development and commercialization of its products. Any finding that the Corporation is guilty of patent infringement could materially adversely affect the business, financial conditions and operating results of the Corporation.

The Corporation has not been served with any notice that it is infringing on a third party patent, but there may be issued patents that the Corporation is unaware of that its products may infringe, or patents that the Corporation believes it does not infringe but could be found to be infringing.

The Corporation faces competition and the development or marketing of new products by other companies could materially adversely affect the Corporation’s business and its products.

The Corporation faces competition and the development or marketing of new products by other companies could materially adversely affect the Corporation’s business and its products. The biopharmaceutical and pharmaceutical industries are highly competitive and the Corporation must compete with pharmaceutical companies, biotechnology companies, academic and research institutions as well as governmental agencies for the development and commercialization of products. Some of these competitors develop the same, similar or different products or active active pharmaceutical ingredients (APIs) in the indications in which the Corporation is involved and could be considered direct or indirect competitors.

In the indications currently being studied by the Corporation for development, there may exist companies that are at a more advanced stage of developing a product to treat those same diseases. Some of these competitors have capital resources, research and development personnel and facilities that are superior to the Corporation’s. In addition, some competitors are more experienced than the Corporation in the commercialization of medical products and already have a sales force in place to launch new products. Consequently, they may be able to develop alternative forms of medical treatment which could compete with the products of the Corporation and commercialize them more rapidly and effectively than the Corporation.

The Corporation depends on its key personnel to research, develop and bring new products to the market and the loss of key personnel or the inability to attract highly qualified individuals could have a material adverse effect on its business and growth potential.

The Corporation depends on its key personnel to research, develop and bring new products to the market and the loss of key personnel or the inability to attract highly qualified individuals could have a material adverse effect on its business and growth potential. The Corporation’s mission is to discover or acquire novel therapeutic products targeting unmet medical needs in attractive specialty markets. The achievement of this mission requires qualified scientific and management personnel. The loss of scientific personnel or of members of management could have a material adverse effect on the business of the Corporation. In addition, the Corporation’s growth is and will continue to be dependent, in part, on its ability to retain and hire qualified scientific personnel. There can be no guarantee that the Corporation will be able to continue to retain its current employees or will be able to attract qualified personnel to pursue its business plan.

 

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The development and commercialization of drugs, sale of plasma and resins could expose the Corporation to liability claims which could exceed its insurance coverage.

The development and commercialization of drugs, sale of plasma and resins could expose the Corporation to liability claims which could exceed its insurance coverage. A risk of product liability claims is inherent in the development and commercialization of human therapeutic products, sale of plasma or resins. Product liability insurance is very expensive and offers limited protection. A product liability claim against the Corporation could potentially be greater than the coverage offered and, therefore, have a material adverse effect upon the Corporation and its financial position. Furthermore, a product liability claim could tarnish the Corporation’s reputation, whether or not such claims are covered by insurance or are with or without merit.

The Corporation may not receive the full payment of all milestones or royalty payments pursuant to the agreements entered into with third parties.

The Corporation may not receive the full payment of all product sales, license fees, milestones or royalty payments pursuant to the agreements entered into with third parties and, consequently, the financial conditions and the operating results of the Corporation could be adversely impacted. The Corporation may enter into license agreements and other forms of agreements with third parties regarding the development and commercialization of some of its technologies and products. These agreements generally require that the third party pays to the Corporation certain amounts upon the attainment of various milestones and possibly include royalties on the sale of the developed product. There can be no guarantee that the Corporation will receive the payments described in those agreements since the development of the products may be cancelled if the research does not yield positive results. Under such circumstances, the Corporation would not receive royalties as well. Even if the development of a product yields positive results, all of the risks described herein with respect to the obtaining of regulatory approval are applicable. Finally, if there occurs a disagreement between the Corporation and the third party, the payment relating to product sales, license fees, the attainment of milestones or of royalties may be delayed. The occurrence of any of those circumstances could have a material adverse effect on the Corporation’s financial condition and operating results.

If the Corporation breaches any of the agreements under which it acquires or licenses rights to its product candidates or technology from third parties, it could lose license rights that are important to its business.

If the Corporation breaches any of the agreements under which it licenses rights to its product candidates or technology from third parties, it could lose license rights that are important to its business. The Corporation licenses the development and commercialization rights for certain product candidates, and could, potentially, enter into similar licenses for other products in the future. Under these licenses, the Corporation is subject to various obligations, including royalty and milestone payments, annual maintenance fees, limits on sublicensing, insurance obligations and the obligation to use commercially reasonable best efforts to develop and exploit the licensed technology. If the Corporation fails to comply with any of these obligations or otherwise breach these agreements, its licensors may have the right to terminate the license in whole or in part or to terminate the exclusive nature of the license. Loss of any of these licenses or the exclusivity rights provided therein could harm its financial condition and operating results.

The Corporation may be subject to damages resulting from claims that the Corporation, or its employees or consultants, have wrongfully used or disclosed alleged trade secrets of third parties.

The Corporation may be subject to damages resulting from claims that the Corporation, or its employees or consultants, have wrongfully used or disclosed alleged trade secrets of third parties. Many of its employees were previously employed, and certain of its consultants are currently employed, at universities, public institutions,

 

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biotechnology or pharmaceutical companies, including its competitors or potential competitors. Although the Corporation has not received any claim to date, the Corporation may be subject to claims that the Corporation, or these employees or consultants, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of these current or former employers. Litigation may be necessary to defend against these claims.

If the Corporation fails in defending such claims, in addition to paying monetary damages, the Corporation may lose valuable intellectual property rights or personnel. The Corporation may be subject to claims that employees of its partners or licensors of technology licensed by the Corporation have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers. The Corporation may become involved in litigation to defend against these claims. If the Corporation fails in defending such claims, in addition to paying monetary damages, the Corporation may lose valuable intellectual property rights or personnel.

Disruptions to information technology systems of the Corporation could materially adversely affect the Corporation’s business.

Disruptions to information technology systems of the Corporation could materially adversely affect the Corporation’s business. The Corporation depends on its information technology systems for the efficient functioning of its business, including financial reporting, accounting and data storage.

Management believes that the Corporation’s information technology architecture is resilient, relying on redundant material components to prevent material failures, redundant telecommunication links to prevent communication failures. However, systems may be subject to damage or interruption resulting from power outages, telecommunication failures, computer viruses, security breaches, cyber-attacks and catastrophic events. Difficulties with the hardware and software platform may require the Corporation to incur substantial costs to repair or replace it, could result in a loss of critical data and could disrupt operations, which could have a material adverse effect on the Corporation’s business and financial results. Prolonged disruptions to information technology systems may reduce the efficiency of the Corporation’s entire operation, which could materially adversely affect its business.

Data Security Incidents and Privacy Breaches could result in important remediation costs, penalties, increased cyber security costs, lost revenues, litigation and reputational harm.

Data Security Incidents and Privacy Breaches could result in important remediation costs, penalties, increased cyber security costs, lost revenues, litigation and reputational harm. A significant judgment against the Corporation or the imposition of a significant fine or penalty or a finding that the Corporation has failed to comply with privacy laws or regulations could have a significant adverse impact on the Corporation’s ability to continue operations Cyber incidents can result from deliberate attacks or unintentional events. Cyber-attacks and security breaches could include unauthorized attempts to access, disable, improperly modify or degrade the Corporation’s information, systems and networks, the introduction of computer viruses and other malicious codes and fraudulent “phishing” e-mails that seek to misappropriate data and information or install malware onto users’ computers. Cyber-threats in particular vary in technique and sources, are persistent, frequently change and increasingly more targeted and difficult to detect and prevent against. Cyber-attacks and privacy breaches could also result in important remediation costs, increased cyber security costs, lost revenues due to a disruption of activities, litigation and reputational harm affecting customer, patients and investor confidence, which could materially adversely affect the Corporation’s business and financial results.

The Corporation may be subject to environmental remediation obligations or other obligations under environmental laws and regulations and climate change could exacerbate certain of the threats facing the Corporation’s business.

The Corporation may be subject to environmental remediation obligations or other obligations under environmental laws and regulations and climate change could exacerbate certain of the threats facing the Corporation’s business. The Corporation is subject to laws and regulations concerning the environment, safety matters, regulation of

 

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chemicals and product safety in the countries where it operates its business. These requirements include regulation of the handling, manufacture, transportation, use and disposal of materials, including the discharge of pollutants into the environment. In the normal course of the Corporation’s business, hazardous substances may be released into the environment, which could cause environmental or property damage or personal injuries, and which could subject the Corporation to remediation obligations regarding contaminated soil and groundwater or potential liability for damage claims.

In addition, global climate change could exacerbate certain of the threats facing the Corporation’s business, including the business continuity depends on how well the Corporation protects its facilities and equipment. Several areas of the Corporation’s operations further raise environmental considerations, such as greenhouse gas emissions and disposal of hazardous residual materials. Failure to recognize and adequately respond to changing governmental and public expectations on environmental matters could result in fines, missed opportunities, additional regulatory scrutiny or harm to the Corporation’s brand and reputation which could potentially have an advance effect on the Corporation’s business and financial results.

DIVIDENDS

To date, and despite not having any restriction preventing it from doing so, the Corporation has not paid any dividends in respect of any class of shares in its share capital, and it does not anticipate paying dividends in the short term. At the present time, the practice of the Board of directors is to reinvest all available funds in operating activities.

DESCRIPTION OF CAPITAL STRUCTURE

The Corporation is authorized to issue an unlimited number of Common Shares, and an unlimited number of preferred shares issuable (the “Preferred Shares”) in series. As of April 1st, 2019, 739,130,546 Common Shares were issued and outstanding and no Preferred Shares were issued.

Common Shares

The holders of Common Shares are entitled to one vote per share at all meetings of the shareholders, and are entitled to receive dividends, as may be declared from time to time by the Board of Directors. In the event of the voluntary (or involuntary) liquidation, dissolution, winding up or other distribution of the assets of the Corporation, the holders of Common Shares are entitled to receive the remaining property of the Corporation, subject to the preference rights of the holders of Preferred Shares, if any.

Take-Over Bid Protection

The Shareholder Rights Plan and the Spin-Off Shareholder Rights Plan (together, the “Rights Plans”) were originally approved by the shareholders of the Corporation on May 3, 2006 for an initial three-year period. The first renewal of the Rights Plans, as amended and restated on March 30, 2009 were approved by the shareholders of the Corporation on May 6, 2009 for an additional three-year period. The second renewal of the Rights Plans, as amended and restated on March 14, 2012 were approved by the shareholders of the Corporation on May 9, 2012, for an additional three-year period. The third renewal of the Rights Plans, as amended and restated on March 25, 2015 were approved by the shareholders of the Corporation on May 13, 2015, for an additional three-year period. The fourth renewal of the Rights Plans, as amended and restated on March 22, 2018 were approved by the shareholders of the Corporation on May 9, 2018, for an additional three-year period.

The text of the Shareholder Rights Plan and the Spin-Off Shareholder Rights Plan can be found at www.sedar.com

 

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Preferred Shares

The directors of the Corporation may issue Preferred Shares in one or more series, each series to consist of such number of shares as determined by the directors, which may also fix the designation, rights, restrictions, conditions and limitations to be attached to the Preferred Shares of each series.

The holders of Preferred Shares, if any, do not have any voting rights for the election of directors or for any other purpose, nor are they entitled to attend meetings of the shareholders, except as to any amendment to the rights, privileges, restrictions and conditions attached to the Preferred Shares, which amendment must be approved by at least 2/3 of the votes cast at a meeting of the holders of Preferred Shares called for that purpose.

The holders of Preferred Shares are entitled to dividends, and have preference over the other classes of shares (including Common Shares) with respect to payment of dividends.

In the event of liquidation, dissolution or winding up of the Corporation or other distribution of the assets of the Corporation, the holders of Preferred Shares are entitled to receive in preference to the holders of any other classes of shares: (i) an amount equal to the amount paid up on such shares, together with, in the case of cumulative dividends, all unpaid cumulative dividends and, in the case of non-cumulative dividends, all declared and unpaid non-cumulative dividends, and (ii) if the liquidation, dissolution, winding-up or distribution is voluntary, an additional amount equal to the premium, if any, that would have been payable on the redemption of the Preferred Shares.

The Preferred Shares are redeemable or may be purchased for cancellation by the Corporation at such times and at such prices and upon such conditions as may be specified in the rights, privileges, restrictions and conditions attached to the relevant series.

MARKET FOR SECURITIES

Trading Price and Volume

The Common Shares are listed on the TSX under the symbol “PLI”. The table below indicates the price ranges on a per share basis and the volume traded on a monthly basis during the 2018 Financial Year.

 

Month    High Price      Low Price      Close Price      Trading Volume  

January 2018

   $ 1.80      $ 1.29      $ 1.74        25,813,278  

February 2018

   $ 1.80      $ 1.39      $ 1.42        17,824,813  

March 2018

   $ 1.52      $ 0.86      $ 0.88        26,462,699  

April 2018

   $ 0.94      $ 0.63      $ 0.79        32,754,339  

May 2018

   $ 0.84      $ 0.67      $ 0.79        15,612,496  

June 2018

   $ 0.83      $ 0.45      $ 0.52        52,207,339  

July 2018

   $ 1.01      $ 0.49      $ 0.67        34,510,605  

August 2018

   $ 0.72      $ 0.51      $ 0.60        16,961,998  

September 2018

   $ 0.63      $ 0.46      $ 0.48        22,351,907  

October 2018

   $ 0.59      $ 0.39      $ 0.45        19,414,981  

November 2018

   $ 0.49      $ 0.36      $ 0.43        23,184,028  

December 2018

   $ 0.43      $ 0.26      $ 0.26        22,094,390  

 

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Prior Sales

The following table summarizes the distribution of securities other than Common Shares that were issued during the most recently completed financial year, identifying the type of security, the price per security, the number of securities issued, expiry date and the date on which the securities were issued. In addition, 19,401,832 warrants convertible into preferred shares series A were issued In February 2019 at $0.156 per security. These warrants expire on February 22, 2027.

 

Month    Type of Security    Number of Securities     Price per Security      Expiry Date  

January 2018

   Warrants      4,000,000 (1)    $ 3.00        January 29, 2023  

April 2018

   Stock Options      145,350     $ 0.77        April 10, 2028  

November 2018

   Warrants      128,056,881 (2)    $ 1,00        November 30, 2026  

December 2018

   Stock Options      10,327,249     $ 0.77        December 4, 2028  

December 2018

   Stock Options      149,750     $ 0.41        December 7, 2028  

December 2018

   Stock Options      260,612     $ 0.39        December 13, 2018  

December 2018

   Restricted Share Units      10,356,110       n/a        December 31, 2020  

Notes:

 

(1)

These warrants were issued as consideration under a license agreement entered into with a third party.

(2)

See our material change report dated November 14, 2018 in connection with the line of credit and original issue discount notes from SALP.

DIRECTORS AND EXECUTIVE OFFICERS

The two following tables set out the names, province or state of residence of the directors and officers of the Corporation as of April 1st, 2019, their positions with the Corporation, their present principal occupation and, when they are directors of the Corporation, the year in which they were appointed. The present term of each director will expire immediately prior to the next annual meeting of the shareholders of the Corporation.

Directors

 

Directors
Name and Province or State
and Country of Residence
  

Board of Directors and

Committees Membership

   Director
Since
   Current Principal Occupation

Simon Best

Edinburgh, UK

  

•  Chairman of the Board of Directors

 

•  Audit, Risk and Finance Committee

 

•  HR and Compensation Committee

 

•  Corporate Governance and Nominating Committee

 

•  Defense Strategy Committee (Chair)

 

•  PSDAM Committee(1) (Chair)

   2014    Interim Chief Executive Officer of Prometic Life Sciences Inc.

 

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Directors

Name and Province or State
and Country of Residence

  

Board of Directors and

Committees Membership

  

Director
Since

  

Current Principal Occupation

Stefan Clulow

Ontario, Canada

  

•  Board of Directors

 

•  PSDAM Committee(1)

   2014    Managing Director and Chief Investment Officer of Thomvest Asset Management and Managing Director of Thomvest Seed Capital Inc. since May 2010

Kenneth Galbraith

British Columbia, Canada

  

•  Board of Directors

 

•  Audit, Risk and Finance Committee

 

•  HR and Compensation Committee

 

•  PSDAM Committee(1)

   2016    Managing Director of Five Corners Capital since 2013

David John Jeans

Marlow, UK

  

•  Board of Directors

 

•  HR and Compensation Committee (Chair)

 

•  PSDAM Committee(1)

   2017    Corporate Director

Charles Kenworthy

California, USA

  

•  Board of Directors

   2013    Executive Vice-President, Corporate Strategy, NantWorks, LLC since 2011 and President of Nant Capital, LLC.

Louise Ménard

Québec, Canada

  

•  Board of Directors

 

•  HR and Compensation Committee

 

•  Corporate Governance and Nominating Committee (Chair)

 

•  Defense Strategy Committee

   2009    President, Groupe Méfor inc. since 1997

Paul Mesburis

Ontario, Canada

  

•  Board of Directors

 

•  Audit, Risk and Finance Committee (Chair)

 

•  Corporate Governance and Nominating Committee

 

•  Defense Strategy Committee

   2009    Managing Principal, Empyrean Capital

Zachary Newton

Ontario, Canada

  

•  Board of Directors

   2018    Director, Thomvest Asset Management since March 2016

 

(1)

Plasma Strategy Development and Asset Monetization Committee.

Biographies

The following are brief profiles of the executive officers and directors of the Corporation, including a description of each individual’s principal occupation within the past five years.

 

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Non-Executives Directors

Stefan Clulow. Mr. Stefan Clulow is Managing Director and Chief Investment Officer of Thomvest, a private investment firm. Prior to joining Thomvest, Mr. Clulow practiced corporate and tax law in Toronto and Silicon Valley. Mr. Clulow sits on the boards of a number of private companies and charitable organizations. He received a B.A. and an LL.B. from McGill University and is a member of the State Bar of California and the Law Society of Ontario.

Kenneth Galbraith. Mr. Kenneth Galbraith is the Managing Director of Five Corners Capital. He joined Ventures West as a General Partner in 2007 and led the firm’s biotech practice prior to founding Five Corners Capital in 2013 to continue managing the Ventures West investment portfolio. Mr. Galbraith is a well-known and active member of the North American life sciences community with over 30 years of experience acting as an executive, director, investor and advisor to companies in the biotechnology, medical device, pharmaceutical and healthcare sectors. Previously, Mr. Galbraith served as the Chairman and Interim CEO of AnorMED, a biopharmaceutical company focused on new therapeutic products in hematology, HIV and oncology, until its sale to Genzyme Corp. in a cash transaction worth almost US$600 million. Starting in the biotech sector in 1987, Mr. Galbraith spent 13 years in senior management with QLT Inc., a global biopharmaceutical company specializing in developing treatments for eye diseases and oncology, retiring in 2000 from his position as Executive VP and CFO when QLT’s market capitalization exceeded US$5 billion. He has served on the board of directors of several public and private biotechnology companies, including Zymeworks, Angiotech Pharmaceuticals (ANPI), Aquinox (AQXP), Alder Pharmaceuticals (ALDR), Tekmira (TKMR) and Cardiome Pharma (CRME). He currently serves on the Board of Directors of Macrogenics (MGNX) and Profound Medical. Mr. Galbraith earned a Bachelor of Commerce (Honours) degree from the University of British Columbia in 1985 and appointed a Fellow of the Chartered Accountants of BC in 2013.

David John Jeans. Mr. David John Jeans, CBE, CEng, BSc MIChemE, is currently Chairman of Digital Health and Care Institute. He is also a nonexecutive Director of Renishaw plc. and Edinburgh Molecular Imaging Ltd. His past non-executive positions include Chairmanship of Imanova Ltd and the UK BioCentre as well as Directorships of Alliance Medical and Myconostica. He was previously the Chair of Cardiff University and a Director of the University Employers Association. From 2009 to 2011. Mr. Jeans was Deputy Chief Executive of the Medical Research Council, a member of its Audit and Risk Committee and Chaired the Trustee Board of MRC Technology until 2014. He was appointed by the Prime Minister of United Kingdom in 2014 as the Life Science Champion for medical technology. Mr. Jeans has lead Innovate UK’s Stratified Medicine Advisory Board since 2009 and the KTN’s Health Board since 2011. He is also Chair of the Strategic Advisory Panel for the Singapore Government’s Diagnostics Hub since 2014. In an industrial career spanning 35 years, he held senior international leadership positions in global companies including Smith & Nephew, Bristol Myers Squibb, Johnson & Johnson and Amersham plc. Mr. Jeans headed the commercial function of GE’s Life Science business and was the Chairman of its UK Healthcare Company. Mr. Jeans is engaged with international, national and local charities including the Africa Research Excellence Fund and the Clare Foundation. He was awarded the CBE for services to Life Sciences, Healthcare and Science in 2012.

Charles N. Kenworthy. Mr. Charles N. Kenworthy is Executive Vice-President, Corporate Strategy, NantWorks, LLC since 2011 and President of Nant Capital, LLC. Mr. Kenworthy received his Bachelor of Arts from the University of California, Los Angeles, in 1980 and his Juris Doctorate from the University of San Diego School of Law in 1985. He joined the law firm of Allen Matkins in the mid-1980’s and was a partner when he departed in 2006. Thereafter, he joined Abraxis Biosciences, LLC as Executive Vice-President, Corporate Strategy.

Louise Ménard. Ms. Louise Ménard is President and director of Groupe Méfor Inc., a family holding company since 1997. From August 2007 to October 2016, she served on the board of directors of the Société des alcools du Québec (SAQ), was chair of its Governance Committee from 2007 to 2014, member of its Human Resources Committee from 2007 to 2016 and member of its Commercial Practices Committee from 2014 to 2016. Ms. Ménard also serves on the board of the directors of La Pièta since December 2012. From 2004 to 2007, Ms. Ménard served as board

 

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member of Compcorp Inc. (now Assuris Inc.), and was member of its Corporate Governance Committee and its Communications Committee. She also served on the board of directors of the Montreal Heart Institute Foundation from 1991 to 2006, and was a member of its Executive Committee from 1992 to 1998. From 2000 to 2002, she acted as Chairman of the board of directors of Alena Capital Inc. and from 1999 to 2001, she was on the board of directors of Bruneau Minerals Inc., a public company listed on the Montreal Stock Exchange. From 2003 to 2011, she was on the board of directors, and was a member of the Executive Committee (2003 and 2004) and the Corporate Governance Committee (2010) of On the Tip of the Toes Foundation and from 1988 to 1997, she was Vice president, Corporate and Legal Affairs of Sodarcan Inc., a public company listed on the TSX (now Aon Canada). She holds an LL.L from Université de Montréal (1973) and has graduated from the College of Directors of Laval University in 2009.

Paul Mesburis. Mr. Paul Mesburis is the Managing Principal of Empyrean Capital, and has more than twenty years of international experience in financial and capital markets. His capital markets experience encompasses senior roles for both buy-side and sell-side firms. On the buy-side, he has managed portfolios for global investment strategies in both debt and equities. On the sell-side, his experience includes senior roles in mergers and acquisitions, investment banking, and institutional equity research at HSBC Securities, Scotiabank Global Banking and Markets and Deutsche Bank Securities. His views on investments have been quoted in the media, including Report on Business of The Globe and Mail and the Financial Post, as well as the subject of features on BNN—Business News Network. In 2012, he was honoured with a Canadian Lipper Fund Award which recognizes funds that have excelled in delivering consistently strong risk-adjusted performance, relative to their peers. He received his Master of Business Administration degree from the Schulich School of Business at York University, his Bachelor of Arts degree from the University of Toronto, and has completed Executive Education at Harvard Business School. Mr. Mesburis holds the Chartered Professional Accountant (Ontario), Certified Public Accountant (Illinois), and Chartered Financial Analyst designations. Mr. Mesburis serves on the board of directors and is the Chair of the Audit Committees of Avivagen Inc. and EEStor Corp. In addition, he is the Lead Director of Avivagen Inc. and Co-Chair of EEStor Corp.

Zachary Newton. Mr. Zachary Newton is a Director at Thomvest, a private investment firm, where he is responsible for sourcing, executing and managing venture and non-venture investments. Mr. Newton also sits on the Board of Directors of ecobee Inc. and is actively involved with several community organizations, including as past Co-Chair of the Art Gallery of Ontario’s AGO Next program. Mr. Newton received a J.D./M.B.A. from the University of Toronto and an B.A. (Honors) from Cornell University.

Executive Officers

 

Executive Officers
Name and Province or State
and Country of Residence
   Office held with the Corporation    With
Prometic
Since

Simon Best

Edinburgh, UK

   Interim President and Chief Executive Officer    2014

Bruce Pritchard

Hertfordshire, UK

   Chief Operating Officer and Interim Chief Financial Officer    2006

Patrick Sartore

Québec, Canada

   Chief Legal Officer and Corporate Secretary    2006

John Moran

California, USA

   Chief Medical Officer    2012

Bruce Wendel

Connecticut, USA

   Chief Business Development Officer    2008

 

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During the last five years, the above senior officers have held the position shown opposite their respective names or have occupied a management position with the same or a related entity except for:

 

(i)

Prof. Simon Best was nominated on the Corporation’s Board of Directors and appointed Chairman of Board on May 14, 2014. Prof. Best took over the role of Interim President and Chief Executive Officer on December 19, 2018 following the departure of Mr. Pierre Laurin;

(ii)

Mr. Bruce Pritchard was appointed Chief Operating Officer on August 12, 2014. Mr. Pritchard was Chief Financial Officer of the Corporation from July 2018 to November 2015. Mr. Pritchard is Interim Chief Financial Officer since August 9, 2017 following the departure of Mr. Greg Weaver;

(iii)

Dr. John Moran who was appointed on the Board of Directors in March 2012 and Chief Medical Officer of the Corporation on March 1, 2014;

(iv)

Mr. Patrick Sartore who previously held the position of General Counsel and Corporate Secretary was appointed Chief Legal Officer and Corporate Secretary on May 13, 2015; and

(v)

Mr. Bruce Wendel was granted a Board seat on the Corporation’s Board of Directors on December 10, 2008 pursuant to a strategic alliance entered into between Prometic and Abraxis BioScience. Mr. Bruce Wendel was an employee of Prometic Biotherapeutics, Inc., a wholly-owned subsidiary of the Corporation, from April 1, 2012 to May 13, 2014, at which date his employment agreement terminated. On April 3, 2018, Mr Wendel was appointed Chief Business Development Officer (CBDO) on April 3, 2018. On May 30, 2018 Mr. Wendel resigned from his role as Director on the Board of Directors to better pursue his role of CBDO.

Biographies

Executive Officers Who Also Serve as Directors

Simon Best, Interim President and Chief Executive Officer. Prof. Simon Best is Chairman of the Board since May 2014 as well as interim President and Chief Executive Office since December 19, 2018. Prof. Best is a seasoned veteran of the global Lifescience Industry with experience, both as a Founder, Chief Executive Officer and Chairman or board member of entrepreneurial companies and as a Chairman or board member of major industry bodies and public sector institutions in the UK, USA, Europe, Asia and Latin America including the UK BioIndustry Association (BIA) and the US Biotechnology Industry Organization (BIO). He is also an experienced Angel, Venture Capital and Private Equity investor. In 1999, the World Economic Forum nominated him a Global Leader of Tomorrow and in 2000, a Technology Pioneer of the Year. In 1999, he was nominated as “Science and Technology Venturer of the Year” by the Financial Times. He was awarded the London Business School Alumni Achievement Prize in 2007. He holds an MBA from London Business School and an Honorary Doctorate and B.Mus from York University. In 2007, he was elected a Fellow of the Royal Society of Edinburgh. In 2008, he was awarded an OBE by Queen Elizabeth II and appointed a Visiting Professor of Medicine by the University of Edinburgh. From November 2015 to December 2017, Prof. Best served on the board of Evofem Inc., a women’s health company based in San Diego. From March 2010 to August 2015, Prof. Best was the Chairman of Edinburgh BioQuarter with responsibility for company formation and technology transfer for the University of Edinburgh. In September 2015, this entity was replaced by Sunergos Innovations Limited. Sunergos was reabsorbed by the University in February 2017 after which Prof. Best continued to serve as a Senior Advisor. Prof. Best held also the position of Chief Executive Officer at Aquapharm Biodiscovery Ltd. (a company in the sector of drug discovery) from May 2010 to November 2012.

 

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Executive Officers Who Do Not Serve as Directors

John Moran, Chief Medical Officer. Dr. John Moran MD, FRACP, FACP, has served as Chief Medical Officer of Prometic since March 1, 2014. From 2010 until joining the Corporation, Dr. Moran was Vice President, Clinical Affairs—Home modalities at DaVita Healthcare Partners Inc. where he had the overall responsibility for quality of care and related business issues for over 20,000 home dialysis patients in over 1,000 care centers. Previously, Dr. Moran served for eight years as Senior Vice President, Clinical Affairs for Satellite Healthcare. Dr. Moran also served for, five years at Baxter Healthcare, as Global Medical Director for the Renal Division and for two years as Vice President for Clinical Development and Marketing.

Bruce Pritchard, Chief Operating Officer, and Interim Chief Financial Officer. Mr. Bruce Pritchard joined PLI as CFO of the UK subsidiary, Prometic Biosciences Ltd. (“PBL”) in 2006 and was promoted CFO of the group in 2008, relinquishing that post in November 2015. He became Chief Operating Officer in August 2014, and Interim Chief Financial Officer on August 9, 2017. He is a chartered accountant with many years of experience in general management, operations and corporate accountancy including senior finance positions with biotech and pharmaceutical companies. He has a proven track record of success in strategic acquisitions and in raising debt and equity finance. A Heriot-Watt University graduate, Mr. Pritchard gained a BA in Accountancy and Computer Science in 1993, he qualified as a Member of the Institute of Chartered Accountants of Scotland in 1996. He was appointed a Fellow of the Institute of Directors in 2014.

Patrick Sartore, Chief Legal Officer and Corporate Secretary. Mr. Patrick Sartore joined Prometic in 2006 as Senior Legal Counsel – Intellectual Property, was nominated Corporate Secretary of the Corporation in 2007. Mr. Sartore held the position of General Counsel and Corporate Secretary from May 2013 to May 2015, at which date he was appointed Chief Legal Officer and Corporate Secretary. Mr. Sartore was previously employed by Univalor Inc. as Legal Counsel and Leger Robic Richard, L.L.P., a firm specializing in Intellectual Property, Corporate and Commercial Law, as an associate attorney. Mr. Sartore has extensive experience in the areas of intellectual property, technology transfer, licensing and commercialization, private and public financing as well as general corporate and commercial law, namely in the biopharmaceutical field. Mr. Sartore graduated from the University of Montreal with a Bachelor of Law (LLB) in 1999 and was called to the Bar of Québec in 2001. Mr. Sartore also holds a Bachelor of Science, with Distinction, from Concordia University.

Bruce Wendel, Chief Business Development Officer. Mr. Bruce Wendel was Chief Strategy Officer of Hepalink USA from June 2012 to July 2018. Mr. Wendel was Acting Chief Executive Officer of Scientific Protein Laboratories LLC from December 2014 to June 2015, a subsidiary of Shenzhen Hepalink Pharmaceutical CO., Ltd. From 2011 to 2012, he was consultant in the pharmaceutical industry. Mr. Wendel served as Vice Chairman and Chief Executive Officer of Abraxis BioScience until October 15, 2010, when Abraxis was acquired by Celgene Corporation. He was with Abraxis BioScience as of May 2006 and served as Executive Vice President of Corporate Development of Abraxis BioScience until being appointed as Executive Vice President of Corporate Operations and Development in November 2007. Mr. Wendel joined American Pharmaceutical Partners (APP) in 2004 as Vice President of Corporate Development. He began his 14 years with Bristol-Myers Squibb as in-house counsel before shifting to business and corporate development. Before joining APP, he served as Vice President, Business Development and Licensing for IVAX Corporation, a generic drug manufacturer. Previously, Mr. Wendel served in the legal departments of Playtex and Combe. He earned a Juris Doctorate degree from Georgetown University Law School, where he was an editor of Law and Policy in International Business, and a B.S. from Cornell University.

 

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Independence

As of April 1st, 2019, all of the directors were “independent” in the meaning of Regulation 52-110 respecting Audit Committees except for:

 

   

Prof. Simon Best is Interim is President and CEO of the Corporation.

 

   

Mr. Stefan Clulow and Mr. Zachary Newton were designated by SALP to sit on the Corporation’s Board of Directors, pursuant to a number of loan agreements entered into between the Corporation, certain of its affiliates, and SALP (the “Loan Agreements”). Pursuant to the Loan Agreements, SALP is entitled to designate two persons for election to the Corporation’s Board of Directors.

 

   

Mr. Charles N. Kenworthy was designated by California Capital Equity, LLC (“CCE”) (an affiliate of Abraxis Bioscience International Holding Company, Inc.) to sit on the Corporation’s Board of Directors, pursuant to a securities purchase agreement (the ”Purchase Agreement”) entered into between the Corporation and Abraxis Bioscience International Holding Company, Inc. on September 3, 2008. Pursuant to the Purchase Agreement, CCE is entitled to designate one person for election to the Corporation’s Board of Directors.

Security Holdings

As at April 1st, 2019, the number and percentage of securities of Common Shares or its subsidiaries beneficially owned, directly or indirectly, or over which control or direction is exercised, by all directors and executive officers of the Corporation as a group is:

 

Securities

   Number      Percentage
of Class
 

Common Shares

     5,767,757        0.78

The information as to the number of Common Shares owned or over which control is exercised, not being within the knowledge of the Corporation, has been provided by each director and executive officer or is derived from insider reports.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as indicated below, no director or executive officer of the Corporation:

 

  (a)

is, as at the date hereof, or has been within the 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that:

 

  (i)

was the subject to an order that was issued while they were acting in the capacity of director, chief executive officer or chief financial officer; or

 

  (ii)

was subject to an order that was issued after they ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while they were acting in the capacity of director, chief executive officer or chief financial officer.

Dr. Simon Best was Chairman of Ardana PLC, a publicly-traded company on the London Stock Exchange in the UK, which went into administration on June 30, 2008. The company was unable to complete refinancing or a possible sale or merger within a required timeframe. Concurrently, trading in the company’s shares were suspended.

 

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Except as indicated below, no director or executive officer of the Corporation, or shareholder holding a sufficient number of securities of Prometic to affect materially the control of the Corporation:

 

  (a)

is, as of the date hereof, or has been within the 10 years before the date hereof, a director or executive office of any company (including the Corporation) that, while they were acting in that capacity, or within a year of them ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

 

  (b)

has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

No director or executive officer of the Corporation, or shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation has (i) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority; (ii) entered into a settlement agreement with a securities regulatory authority; or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered material.

Conflicts of Interest

To the knowledge of the Corporation, no director or executive officer of the Corporation has an existing or potential material conflict of interest with the Corporation or any of its subsidiaries, except for Mr. Stefan Clulow, Mr. Charles Kenworthy and Mr. Zachary Newton, as disclosed under “Directors and Officers—Independence” and “Interest of Management and Others in Material Transactions”.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

To the knowledge of the Corporation, there are no material legal proceedings to which the Corporation is a party or to which its property is subject, and no such proceedings are contemplated.

TRANSFER AGENT AND REGISTRAR

The Corporation’s transfer agent and registrar is Computershare Trust Company of Canada, having a place of business at 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario M5J 2Y1, and the registers of transfers of each class of securities are located in Montréal, Québec and Toronto, Ontario.

MATERIAL CONTRACTS

Except for those contracts entered into in the ordinary course of business, the following material contracts of the Corporation were either entered into within the last financial year or before the last financial year but are still in effect as of the date hereof:

Structured Alpha LP (by its partner, Thomvest Asset Management Ltd.)

 

   

Prometic and SALP are parties to a first loan agreement originally dated September 10, 2013, which provides for an original issue discount loan in the principal amount of $10 million. This loan was amended and restated on July 31, 2014, March 31, 2015 and February 29, 2016, and further amended from time to time (the “First Loan Agreement”). Prometic and SALP are parties to a second loan agreement originally dated July 31, 2014 which provides for an original issue discount loan in the principal amount of $20 million. This loan was amended and restated on March 31, 2015 and February 29, 2016, and further amended from time to time (the “Second Loan Agreement”).

 

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Prometic and SALP are parties to a third loan agreement dated April 27, 2017 which provides for an original issue discount loan in the principal amount of $25 million. This loan was amended from time to time (the “Third Loan Agreement”).

 

   

Prometic and SALP are parties to a fourth loan agreement dated November 30, 2017, and providing for a delayed-draw term loan of up to USD $80M (CAD $100M10) dated November 30, 2017 as amended from time to time (the “Fourth Loan Agreement”).

 

   

Prometic and SALP are parties to an omnibus amendment agreement dated November 14, 2018 extending the maturity dates of the First Loan Agreement, the Second Loan Agreement, the Third Loan Agreement and the Fourth Loan Agreement. As part of the consideration for the extension of the maturity dates for the Debt, Prometic cancelled 100,117,594 existing warrants and granted 128,056,881 warrants to SALP, bearing a term of 8 years and exercisable at a per share price equal to $1.00.

 

   

Prometic and SALP are parties to an amendment agreement to the Fourth Loan Agreement dated February 22, 2019 securing an additional amount of up to USD $15 million (CAD $19.9M) from SALP under the Fourth Loan Agreement.

ATM

Prometic and Canaccord are parties to a standby equity distribution agreement dated November 27, 2018. Canaccord is acting as agent. The ATM program allows the Corporation, at its sole discretion, subject to the conditions set forth in the Standby Equity Agreement, to issue small tranches of Common Shares from treasury, at prevailing prices and in appropriate market conditions with an aggregate gross sales amount of up to approximately $31 million over the course of a 16-months period following November 27, 2018.

INTERESTS OF EXPERTS

Names of Experts

The consolidated annual financial statements of the Corporation for the 2018 Financial Year included in the Corporation’s 2018 Annual Report have been audited by Ernst & Young LLP.

Interests of Experts

Ernst & Young LLP is independent of the Corporation within the meaning of the Code of Ethics of the Ordre des comptables professionnels du Québec.

 

 

10 

Depending on currency fluctuations.

 

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AUDIT, RISK & FINANCE COMMITTEE

Audit, Risk and Finance Committee Charter

The Corporation’s Audit, Risk and Finance Committee Charter is reproduced at Appendix A.

Composition

The Audit, Risk and Finance Committee is composed of three financially literate directors, two of which are also independent. Due to the resignation of Ms. Kory Sorenson on March 31, 2019, the Corporation has appointed Mr. Simon Best to fill Ms. Kory Sorenson’s seat on the Audit, Risk and Finance Committee. In appointing Prof. Best, the Corporation is relying on the exemption form the independence of subsection 3.1(3) of National Instrument 52-110- Audit Committees (“NI 52-110”), which exemption is available under section 3.5 of NI 52-110.

Relevant Education and Experience

 

Member    Relevant Education and Experience
Mr. Paul Mesburis11   

•  Mr. Mesburis is a Chartered Professional Accountant (Ontario), Certified Public Accountant (Illinois) and a Chartered Financial Analyst. He earned his MBA from the Schulich School of Business at York University and a B.A. from the University of Toronto.

 

•  He has more than 20 years of experience in the financial services industry. His capital markets experience encompasses roles for both buy-side and sell-side firms.

 

•  On the buy-side, he has managed portfolios for global investment strategies in both debt and equities.

 

•  On the sell-side, his experience includes senior roles in mergers and acquisitions, investment banking, and institutional equity research at HSBC Securities, Scotiabank Global Banking and Markets and Deutsche Bank Securities.

 

•  He has served as a Board member and Audit Committee member of other public and private companies.

 

Prof. Simon Best   

•  Prof. Best received an M.B.A. in 1985 from London Business School.

 

•  He served as Chairman of Ardana PLC, a UK company listed on the London Stock Exchange, for three years as well as Board member and Audit Committee member on other public and private companies.

 

Mr. Kenneth Galbraith   

•  Prior CFO of QLT which was NASDAQ and TSX traded from 1987 to 2000.

 

•  Bachelor of Commerce degree from UBC in 1985 with a major in accounting.

 

•  Chartered Accountant designation granted in 1988 in BC.

 

•  Former and current Audit Committee Chair and member for many NASDAQ and TSX companies.

 

 

11 

Mr. Paul Mesburis will not stand for re-election on the Board at the next Meeting on June 19, 2019.

 

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Audit, Risk and Finance Committee Oversight

Since January 1, 2014, all recommendations of the Audit, Risk and Finance Committee to nominate or compensate external auditors were adopted by the Board of Directors.

Pre-Approval Policies and Procedures

The Audit, Risk and Finance Committee has reviewed and approved non-audit services on a case-by-case basis throughout the 2018 Financial Year.

EXTERNAL AUDITOR SERVICES FEES

Ernst & Young LLP have served as the Corporation’s auditors since financial year 2010.

Audit Fees

Ernst & Young LLP provided services and billed the Corporation and its subsidiaries $457,400 for professional services rendered for 2018 Financial Year ($522,525 for the 2017 Financial Year) in relation to the audit of the Corporation’s financial statements, statutory audits of subsidiaries as well as in relation to quarterly reviews and short-form prospectus.

Audit-Related Fees

Ernst & Young LLP did not provide any audit-related services to the Corporation for 2018 and 2017 Financial Years.

Tax Fees

Ernst & Young LLP did not provided services to the Corporation for tax compliance, advice or planning services for 2018 Financial Year ($53,000 for 2017 Financial Year).

All Other Fees

Ernst & Young LLP provided services and billed the Corporation $49,850 for 2018 Financial Year ($38,750 for 2017 Financial Year) for translation services.

ADDITIONAL INFORMATION

Additional information relating to the Corporation may also be found on the SEDAR website at www.sedar.com or on the Corporation’s website at www.Prometic.com.

Additional information including directors’ and officers’ remuneration and indebtedness, principal holders of the Corporation’s securities and securities authorized for issuance under equity compensation plans, is contained in the Corporation’s Management Information Circular for its most recent annual meeting of shareholders that involved the election of directors.

Additional financial information is provided in the Corporation’s financial statements and management’s discussion and analysis for its most recently completed financial year.

 

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Appendix A

Audit, Risk and Finance Committee Charter

 

I.

Purpose

The Board of Directors of Prometic Life Sciences Inc. (the “Corporation”) is ultimately responsible for the stewardship of the Corporation, which means that it oversees the direction of the Corporation’s business and affairs delegated to the President and Chief Executive Officer and the other officers of the Corporation. To fulfill this role, the Board may delegate certain responsibilities to the Audit, Risk & Finance Committee (the “Committee”). The Committee is mainly responsible for the five (5) following fundamental matters:

(i) the Corporation’s financial reporting process and internal control systems, (ii) the Corporation’s process to identify and manage risks, (iii) the internal and external audit process; (iv) the Corporation’s communication system to provide an open avenue of communication among the external auditors, the financial and senior management, the internal auditing department (if any), and the Board of Directors and (v) the Corporation’s capital structure and its finance strategy and activities.

 

II.

General Role and Mandate

External Auditors

 

  1.

Review the independence12 and the performance of the external auditors.

 

  2.

Recommend to the Board of Directors the appointment of the external auditors, to be approved by the shareholders, for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation or the approval of any discharge of auditors where circumstances warrant.

 

  3.

Recommend to the Board of Directors for approval the fees and other compensation to be paid to the external auditors.

 

  4.

Pre-approve non-audit services to be provided to the Corporation or its subsidiaries by the external auditors, other than non-audit services: (i) that were not recognized as non-audit services at the time of the engagement and (ii) that are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Committee.

 

  5.

Oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation, review the external auditors’ audit plan, discuss and approve audit scope, reliance upon management and internal audit if or when applicable, and general audit approach. At the conclusion of the audit process, and before releasing the year-end earnings, discuss the results of such audit with the external auditors including the resolution of disagreements between management and the external auditor regarding financial reporting and difficulties encountered in performing the audit.

 

  6.

Discuss with the auditors the quality and not just the acceptability of the Corporation’s accounting principles including all critical accounting policies and practices used, any alternate treatments of financial information that have been discussed with management, the ramification of their use and the auditor’s preferred treatment, as well as any other material communications with management.

 

  7.

Discuss with the external auditors, if or when applicable, the integrity of the Corporation’s internal and external financial reporting processes, and the adequacy of the Corporation’s internal controls and management financial information systems.

 

 

12 

This should include at least on an annual basis, the review of all significant relationships the external auditors have with the Corporation that could impair the auditors’ independence. When discussing auditor independence, the Committee may wish to consider both rotating the lead audit partner or audit partner responsible for reviewing the audit after a number of years and establishing hiring policies for employees or former employees of its external auditor.

 

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  8.

The external auditors report to and are accountable to the Committee and the Board of Directors as representatives of shareholders.

Internal Auditors

 

  9.

Review the internal audit budget, organizational structure and qualification of the internal audit department.

 

  10.

Review and approve the internal audit department’s audit plan for the year.

 

  11.

Review and approve the internal audit charter, at minimum every two years.

 

  12.

Receive communications from the head of Internal Audit on the internal audit activity’s performance relative to its plan and other matters.

 

  13.

Review the internal audit report on their review and testing of Internal Controls over Financial Reporting (“ICFR”) and Disclosure Controls at least annually.

 

  14.

Makes appropriate inquiries of management and the head of internal audit to determine whether there is inappropriate scope or resource limitations.

 

  15.

Discuss with internal audit, if or when applicable, the integrity of the Corporation’s internal 7 external financial reporting processes, and the adequacy of the Corporation’s internal controls and management financial information systems.

External Reporting – Financial and Other

 

  16.

Quarterly review of Management’s internal reporting package of the Corporation, understanding the key variances from budget and the impact on the cash flow of the Corporation.

 

  17.

Review and discuss with management, external auditors, and internal audit the Corporation’s audited annual financial statements, any other financial statements to be audited, reviewed interim financial statements, management discussion and analysis and all other public disclosure documents containing material financial information, and make recommendations for their approval by the Board of Directors, prior to filing or distribution. The review should include a discussion with management and the external auditors of significant issues regarding accounting principles, practices and significant management estimates and judgments.

 

  18.

Review and approve the audited statutory financial statements of subsidiaries that must be submitted to local governments, or as delegated by subsidiary Board of Directors

 

  19.

Review of IFRS standards implementation work plan.

 

  20.

Ensure that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from its financial statements, other than the public disclosures referred to in paragraph 17 above, and periodically assess the adequacy of those procedures.

 

  21.

Monitor forward-looking information (FLI) disclosure, determine whether updates are required, question management on the assumptions being used to develop FLI.

 

  22.

Review, with the Corporation’s counsel, any legal or regulatory matter that could have a significant impact on the Corporation’s financial statements.

 

  23.

Review and make recommendations with respect to any litigation, claim or contingency that could have a material effect upon the financial position of the Corporation and the appropriateness of the disclosure thereof in the documents reviewed by the Committee.

 

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  24.

Review the CEO/CFO’s report disclosing any fraud involving management or other employees who have a significant role in the issuer’s ICFR.

 

  25.

Review, if applicable, the monitoring reports from the Chair of the Corporate Governance and Nominating Committee and the Chair of the Audit, Risk & Finance Committee, pursuant to the Corporation’s Whistleblower policy.

 

  26.

Review the CEO/CFO’s final report regarding the design and evaluation of the effectiveness of the Disclosure Controls and Procedures (DC&P) and ICFR, affecting the financial statements, Management Discussion and Analysis (MD&A) and Annual Information Form (AIF) including any material weaknesses that may be identified under 52-109.

 

  27.

Review the Corporation’s Annual Information Form and recommend its approval to the Board of Directors.

 

  28.

Prepare and publish an annual Audit, Risk & Finance Committee report in the Corporation’s annual management proxy circular.

Risk Management

 

  29.

On an annual basis, review and discuss with management and internal audit, significant risks and exposures, the steps management has taken to monitor, control and report such risks and exposures, and the effectiveness of the overall process for identifying the principal financial risks affecting financial reporting.

 

  30.

Review and make any recommendation regarding insurance coverage (annually or as may be otherwise appropriate.

 

  31.

Review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of present and former external auditors of the Corporation.

 

  32.

Review the Corporations Table of Authority and recommend any amendments to the Board of Directors for approval.

 

  33.

Review and discuss with management the Enterprise Resource Planning (ERP) system, including appropriate scope, significant risks, and resources.

Financial Oversight

 

  34.

In discharging its finance oversight responsibilities, the Committee shall:

 

  a)

Review and discuss the Company’s financial plans, policies and budgets to ensure their adequacy and soundness in providing for the Company’s current operations and long-term growth;

 

  b)

Review, discuss and make recommendations to the Board of Directors concerning proposed equity, debt or other securities offerings and private placements; and

 

  c)

Review and discuss with management significant tax matters.

Other

 

  35.

Determine the appropriateness of declaring dividends.

 

  36.

Review the Annual Budget of the Corporation and recommend its approval to the Board of Directors.

 

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  37.

Annually review and approve guidelines and policies for Treasury and Foreign Exchange operations within the group including the Cash Management and Investment Policy.

 

  38.

Annually review and approve the Corporation’s Information Technology (IT) Policy for Administrators, and IT Disaster Recovery Plan.

 

  39.

Annually review and approve the Corporate Travel and Expenses Policy (Senior Executive Officer and Director Addendum).

 

  40.

Approve the hiring of the Chief Financial Officer and other senior management officers whose principal duties and responsibilities relate directly to the finances of the Corporation.

 

  41.

Review (and update if necessary) the Whistleblower Policy and recommend for BOD approval. Effectiveness of the procedure should be considered with regards to:

 

  (a)

the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and

 

  (b)

the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

 

  42.

Review (and update if necessary) the Insider Trading Policy and recommend for BOD approval.

Committee Governance

 

  43.

Establish and monitor performance of the Committee against its Annual Workplan ensuring compliance with the Charter of the Audit, Risk & Finance Committee.

 

  44.

Annually assess the effectiveness of the Committee against its general role and mandate (charter) and report the results of the assessment to the Board of Directors.

 

  45.

Review and, if necessary, recommend to the Board of Directors, any update to the Charter of the Audit, Risk & Finance Committee.

 

  46.

Keep records of its activities, meetings, etc. at the office of the Corporate Secretary and report periodically to the Board of Directors on its activities and make recommendations as deemed appropriate.

 

  47.

Perform any other activities consistent with its responsibilities and duties, the Corporation’s by-laws and governing law as the Committee or the Board of Directors deems necessary or appropriate.

The Audit, Risk & Finance Committee may:

 

  (a)

with the approval of the Board of Directors and at the Corporation’s expense engage independent counsel and other external advisors as it determines necessary to carry out its duties;

 

  (b)

set and pay the compensation for any such advisors employed by the Committee; and

 

  (c)

communicate directly with the internal and external auditors.

 

III.

Composition

The Audit, Risk & Finance Committee shall be comprised of a minimum of three (3) and a maximum of six (6) independent directors of the Corporation, appointed by the Board of Directors following the Annual General Meeting to serve on the Committee until the close of the next annual meeting of shareholders of the Corporation or until the member ceases to be a director, resigns or is replaced, whichever first occurs. Any member may be removed from office or replaced at any time by the Board of Directors.

 

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A member of the Committee is independent if the member has no material relationship with the Corporation, within the meaning of Regulation 52-110 respecting Audit Committees as amended from time to time.

Unless a chairman is elected by the full Board of Directors, or if not present at the meeting, the members of the Audit, Risk & Finance Committee may designate a chairman by majority vote of the full Audit, Risk & Finance Committee membership.

All members of the Audit, Risk & Finance Committee shall be financially literate, that being defined as able to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements. However, a member who is not financially literate may be appointed to the Committee provided that the member becomes financially literate within a reasonable period of time following his or her appointment. At least one member should have accounting or related financial experience and the ability to analyze and interpret a full set of financial statements, including the notes attached thereto, in accordance with International Financial Reporting Standards (IFRS).

 

IV.

Meetings

The Committee shall meet at least four (4) times annually, or more frequently as circumstances dictate. The Committee may ask members of management or others to attend meetings and provide pertinent information as required. Quorum for all meetings will consist of at least two (2) members.

The Committee’s Chair shall prepare an agenda in advance of each meeting in consultation with management and the other members of the Committee. External auditors may also be consulted for any item related to their responsibilities and duties.

The Committee shall meet with the external auditors, in private, at least once during the year. The Committee may also communicate with management and external auditors, if deemed necessary, on a quarterly basis to review the Corporation’s interim financial statements.

 

V.

Work Program

The Audit, Risk & Finance Committee annually establishes a work program in order to fix a schedule to fulfill its responsibilities pursuant to the content of this charter. The Committee uses such work program, inter alia, to evaluate its compliance with this charter.

 

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GLOSSARY

ALI: Acute Lung Injury

API: Active pharmaceutical ingredient

ARDS: Acute Respiratory Distress Syndrome

AS: Alström Syndrome

BLA: Biologics License Application

CMC: Chemistry, Manufacturing and Controls

CTA: Clinical trial application

EMA: European Medicines Agency

FDA: US Food and Drug Administration

FVC: Forced Vital Capacity

HbA1c: Glycated hemoglobin concentration

IAIP: Inter-alpha Inhibitor Proteins

IND: Investigational New Drug

IPF: Idiopathic Pulmonary Fibrosis

IRB: Institutional Review Board

IVIG: Intravenous Immunoglobulin

MHRA: UK Medicines and Healthcare Products Regulatory Agency

MPA: Medical Products Agency

NAFLD: Non-Alcoholic Fatty Liver Disease

NantPro: NantPro Biosciences, LLC

    

NASH: Non-Alcoholic Steatohepatitis

NDA: New Drug Application

NDS: New Drug Submission

PBI: Prometic Biosciences Inc.

PBL: Prometic Biosciences Ltd.

PBP: Prometic Bioproduction Inc.

PBT: Prometic Biotherapeutics, Inc.

PIDD: Primary Immunodeficiency Diseases

PIM: Promising Innovative Medicine

PPR USA: Prometic Plasma Resources (USA) Inc.

PPR: Prometic Plasma Resources Inc.

PSMT: Prometic Pharma SMT Limited

PSMTH: Prometic Pharma SMT Holdings Limited

R&D: Research and Development

SALP: Structured Alpha LP

T2DMS: Type 2 Diabetes with Metabolic Syndrome

TMR: Tympanic Membrane Repair

Telesta: Telesta Therapeutics Inc.

TMP: Tympanic Membrane Perforations

 

 

* * *

 

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Exhibit 99.17

 

LOGO

 


Contents

 

History

     1  

Message to Shareholders

     3  

MD&A

     8  

Financial statements

     50  

 


History

 

Prometic, a Pharmaceutical

Company specialised in Rare

and Orphan Diseases

Prometic Corporate History

From enabling the manufacturing of biopharmaceuticals to developing its own drug pipeline.

 

LOGO

Better known up until a few years ago for its bioseparation and enabling of manufacturing of biopharmaceuticals expertise, Prometic has during 2017, continued its transition that has transformed the company into a biopharmaceutical corporation with two drug discovery platforms focusing on rare and orphan diseases representing significant and unmet medical needs.

 

 

Prometic Life Sciences Inc.    1


History

 

The first platform stems from the discovery of two receptors the regulation of which is at the core of how we heal: tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is entering pivotal phase 3 clinical trials for the treatment of IPF (Idiopathic Pulmonary Fibrosis). The second drug development platform leverages Prometic’s vast experience in bioseparation to isolate and purify biopharmaceuticals from human plasma. Prometic’s primary focus is to address unmet medical needs with therapeutic proteins not currently commercialized, such as Ryplazim (plasminogen). It is also leveraging some more established

plasma-derived therapeutics with significant growth in demand such as IVIG (Intravenous Immunoglobulin), to ultimately contribute financially to the overall manufacturing operations involved in the plasma collection and processing. Finally, the Corporation will continue to provide access to its proprietary bioseparation technologies to pharmaceutical companies to enable their production of non-competing biopharmaceuticals. Globally recognized as a bioseparation expert, the Company derives revenue from this activity through sales of affinity chromatography media which contribute to offset its own R&D investments.

 

 

Prometic Corporate Vision – Expected Growth

From enabling the manufacturing of biopharmaceuticals to developing its own drug pipeline.

 

LOGO

 

2     Prometic Life Sciences Inc.


Message to Shareholders

 

LOGO

Dear Shareholders,

2017 witnessed Prometic making very significant progress towards becoming a pharmaceutical company which specialises in rare and orphan diseases. It was a year which saw us put in place the foundations that we need to enable significant growth of our business over coming years. I truly believe we are approaching a key milestone in the history of our business and we should look to the immediate future with confidence and excitement.

Every single employee is motivated by the belief that we can make a real difference to thousands of people throughout the world in dire need of innovative therapeutic solutions. We are now closer than ever before to commercialising products that can heal people, many of whom have given up hope of ever finding a cure. It is this desire to make a difference that has enabled us to overcome many challenges together.

We have all the ingredients for success. Our passion for innovation means that we have continued to build a deep and rich R&D pipeline, which has been enabled through world-class science.

Creating value through our product pipeline

We have made important steps in our transition from a pure R&D company to a commercially successful pharmaceutical company. We demonstrated good performance against our 2017 clinical and operational milestones and we have continued to strengthen our pipeline of products while at the same time becoming more focused.

We have prioritised investment in our two leading drug candidates – PBI-4050 and Ryplazim (plasminogen) – based on the clinical successes and data that have been generated through our clinical development program. Both have produced very encouraging efficacy data in their respective indications whilst maintaining good safety and tolerability profiles.

The priority of our clinical development program is to focus on those indications representing large unmet medical needs that can generate the greatest value for shareholders. We want to get our products quickly into the hands of the people who need it most.

The following is a summary of the most recent developments and milestones achieved throughout 2017 and their respective potential outcomes:

 

LOGO

 

 

Prometic Life Sciences Inc.    3


 

 

LOGO

 

PBI-4050

Our small molecule lead drug candidate - PBI-4050 – has continued to demonstrate a very strong performance.

Its potential was recently reported on by The American journal of Pathology in a paper which became the most read article ever published by that journal within two weeks of publication. Its efficacy has been demonstrated in over 30 different preclinical models performed by Prometic and universities or institutions such as University of Vanderbilt, University of Ottawa and the Université de Montreal.

Highlights include:

 

    Good safety and tolerability profiles in hundreds of human subjects without any serious adverse events resulting from the administration of the drug. This is a key feature for any drug aiming to obtain commercial approval. It is even more important for PBI-4050, as it is targeted to enter the Idiopathic Pulmonary Fibrosis (IPF) market, where the existing standard of care drugs have a poor tolerability profile, leaving patients with challenging side effects on top of the conditions associated with the disease itself.

 

    Strong results in patients with Idiopathic Pulmonary Fibrosis (IPF). PBI-4050 was shown to stabilize the lung function of IPF patients, whether used alone or in combination with nintendanib after twelve weeks of treatment.

 

    Strong results in patients with Alström Syndrome. PBI-4050 was administered for an average of 52 weeks to patients with Alström Syndrome who experienced a significant reduction of fibrosis measured by MRI in their heart, and MRI and Fibroscan in their liver. There was further evidence of clinical benefit measured in the liver, kidney and fat tissue.

 

    These two conditions affect more than 150,000 patients in North America and we are positioning ourselves as a provider of tangible medical solutions with PBI-4050.
    Orphan Drug Designation provided by the U.S. Food and Drug Administration (FDA) and the European Medicines Agency (EMA) for both Alström Syndrome and for IPF, and Promising Innovative Medicine (PIM) designation by the United Kingdom (UK) Medicines and Healthcare Products Regulatory Agency (MHRA) for both Alström syndrome and as an add-on treatment to nintedanib in patients with idiopathic pulmonary fibrosis (IPF).

PBI-4050 - Progress in 2018

This year, we have continued to make significant progress, namely:

 

    An agreement with the FDA on the design of the Phase 3 pivotal clinical trial for PBI-4050 in patients with IPF. Based on recommendations from the FDA, we are now set to undertake an ‘all comers study’ that will enroll patients with mild-to-moderate IPF, regardless of whether they are on background standard of care with nintedanib (OFEV®) or not. The trial will provide efficacy data on both PBI-4050 as a stand-alone agent, and as an add-on to nintedanib, and will be part of the dataset to support a simple, all-inclusive indication for the treatment of IPF.

 

    Meetings planned in the second half of this year with both the European and the US regulatory authorities to determine the clinical and regulatory pathway for the Alström Syndrome condition and evaluate the requirements to pursue it as a stand-alone clinical indication.

 

    Ongoing evaluation and realignment of our clinical development strategy regarding analogs of PBI-4050 which share the same unique mechanism of action with PBI-4050. We will continue to develop those analogs that would enable us to target other fibrotic-related indications and create further therapeutic products. This strategy is designed to increase our options for on-going partnering discussions. At the same time, we terminated the PBI-4050 clinical trial in Cystic Fibrosis Related Diabetes (‘CFR’) and will continue to evaluate the need to continue other on-going clinical programs with PBI-4050 that may no longer contribute to the strategic priorities.
 

 

 

4     Prometic Life Sciences Inc.


Message to Shareholders

 

RyplazimTM

2017 saw us file our first BLA with the FDA. We were awarded a Rare Pediatric Disease Designation for our plasminogen (Ryplazim) by the U.S. FDA for the treatment of patients with congenital plasminogen deficiency. Plasminogen has already been granted orphan drug designations by both the US FDA and EU regulatory authorities.

The current BLA filing includes the clinical data for 10 patients with 12 weeks of data for an accelerated regulatory pathway. Since filing the current BLA, Prometic has accumulated additional clinical data involving over 3,200 infusions of RYPLAZIM (plasminogen) over treatment periods exceeding 48 weeks during which similar clinical activity and tolerability profiles, as previously reported, were observed. The original guidance from with the FDA was for Prometic to submit such long-term clinical data in a supplemental BLA submission in order to secure full licensure in 2019. Full licensure would provide for the long-term efficacy and safety data to be included in the prescribing information of RYPLAZIM (plasminogen) which would further support Prometic’s claims of the strong health economics benefit associated with the use of RYPLAZIM (plasminogen).

 

LOGO

The FDA’s review raised no issues regarding the clinical data for the accelerated approval. The FDA’s review has however identified the need for Prometic to make a number of changes in the Chemistry, Manufacturing and Controls (CMC) section of its BLA. These changes require the implementation and validation of additional analytical assays and “in-process controls” in the manufacturing process of RYPLAZIM (plasminogen). While Prometic is expecting to complete said implementation and validation in April 2018, it will be required to manufacture additional RYPLAZIM (plasminogen) lots to support the implementation and validation of these process changes.

Prometic expects to complete the manufacturing of the additional validation lots in the summer of 2018 and anticipates being able to provide the FDA with such new CMC data for its review in the fourth quarter of 2018, which is beyond the Prescription Drug User Fee Act (PDUFA) date of April 14, 2018. The FDA requested that such CMC data be submitted as an amendment to the current BLA and has invited Prometic to also submit the long-term (48-week) clinical data at the same time instead of through the originally agreed upon supplemental BLA process. This will allow the FDA to consider granting full-licensure under the current BLA. If granted, this is expected to allow a faster sales ramp-up from launch than could have been achieved had provisional licensure been obtained by the current PDUFA date. The Company continues to interact with the FDA and will provide a further update when it is in a position to disclose a new PDUFA date.

The FDA indicated that the submission of the new CMC data will not impact the previously granted designations, including the Priority Review Status, the Orphan Drug Designation and the Rare Pediatric Disease Designation for RYPLAZIM (plasminogen) for the treatment of congenital plasminogen deficiency.

Ongoing clinical trials

We believe Ryplazim (plasminogen) has the potential to address unmet medical needs and fatalities associated with ‘acquired plasminogen deficiencies’ such as Acute Respiratory Distress Syndrome (ARDS) or in diabetic patients with uncontrolled and elevated blood glucose. ARDS affects 190,000 Americans every year with a 30%-40% mortality rate. We plan to initiate clinical trials in the U.S. and Canada to establish optimal protocols for the potential use of Ryplazim (plasminogen) for the treatment of acute exacerbations in patients with ARDS or IPF and other types of acquired plasminogen deficiencies.

Clinical trials in patients with Diabetic Foot Ulcers (DFU) and in patients with chronic tympanic perforation are also underway in Sweden. Wounds are known to be difficult to heal in certain diabetic patients, and elevated blood sugar level has been shown to greatly reduce the activity of plasminogen. We have initiated clinical programs to determine its safety and ability to enable the complete healing of otherwise hard-to-treat wounds.

 

 

 

Prometic Life Sciences Inc.    5


 

 

We remain committed to growing our product pipeline in a focused way to provide hope for potentially millions of patients with unmet medical needs and to maximise our future revenue growth. In this way, the needs of our patients and our shareholders are completely aligned.

Investing for long term growth

As you are aware, we have been in exploratory conversations with a number of businesses regarding licensing activity. We will continue to be open to exploring opportunities, but both parties must feel confident that any agreement aligns with their strategic priorities. As a leadership team, we are committed to generating short-term revenue and maximising long-term shareholder value. We will continue to assess each commercial opportunity case by case, cognizant of the fact that every new piece of data we gather, every new trial we run, is helping to increase the value of what we have created together.

We operate in an ever moving and changing regulatory environment. Following new legislation implemented by Chinese SFDA to facilitate the approval of foreign drugs in China late last year, the Chinese drug market immediately became of strategic importance to many global pharmaceutical companies with whom we are discussing potential strategic partnerships. We therefore decided that it was in Prometic’s best interest to regain all commercial rights for China regarding our lead small molecule drug candidates.

In the meantime, we have started to build our commercial footprint ahead of the planned launch of Ryplazim in the USA and Canada by recruiting experienced Medical Science Liaison (MSL) and Account managers. We intend to provide a full ‘concierge’ service for congenital plasminogen deficient patients who require lifelong home infusion of Ryplazim. Our strategy is focused on tier-1 hospitals that represent over one hundred hospitals which deal with the vast majority of severely ill patients who could benefit greatly from Ryplazim.

LOGO

There is a lot to celebrate in 2017. We are moving ever closer to becoming a world class pharmaceutical company. I would like to thank our employees, shareholders, external collaborators and our Board of Directors for their passion and commitment to harnessing the science that will provide real hope to people around the world.

What we do today will change lives tomorrow.

Very best regards,

 

LOGO

Pierre Laurin,

President and Chief Executive Officer

 

 

 

6     Prometic Life Sciences Inc.


Management Discussion & Analysis

 

Management Discussion & Analysis

Prometic Life Sciences Inc.

For the quarter and the year ended December 31, 2017

This Management’s Discussion and Analysis (“MD&A”) is intended to help the reader to better understand Prometic Life Sciences Inc.’s (“Prometic” or the “Corporation”) operations, financial performance and results of operations, as well as the present and future business environment. This MD&A has been prepared as of March 28, 2018, and should be read in conjunction with Prometic’s audited annual consolidated financial statements for the year ended December 31, 2017. Additional information related to the Corporation, including the Corporation’s Annual Information Form, is available on SEDAR at www.sedar.com. All amounts in tables are in thousands of Canadian dollars, except where otherwise noted.

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis of the results of operations and the financial condition may contain forward-looking statements about Prometic’s objectives, strategies, financial condition, future performance, results of operations and businesses as of the date of this MD&A.

These statements are “forward-looking” because they represent Prometic’s expectations, intentions, plans and beliefs about the markets the Corporation operates in and on various estimates and assumptions based on information available to its management at the time these statements are made. Without limiting the generality of the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “intend”, “could”, “would”, “estimate”, “continue”, “plan” or “pursue”, or the negative of these terms, other variations thereof or comparable terminology, are intended to identify forward-looking statements although not all forward-looking information contains these terms and phrases. Forward-looking information is provided for the purposes of assisting the reader in understanding the Corporation and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments and therefore the reader is cautioned that such information may not be appropriate for other purposes.

Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, regulatory approvals, the availability of funds and resources to pursue research and development (“R&D”) projects, the successful and timely completion of clinical studies, our ability to take advantage of business opportunities in the pharmaceutical industry, reliance on key personnel, collaborative partners and third parties, our patents and proprietary technology, our ability to access capital, the use of certain hazardous materials, the availability and sources of raw materials, currency fluctuations, the value of our intangible assets, negative operating cash flow, legal proceedings, uncertainties related to the regulatory process, general changes in economic conditions and other risks related to Prometic’s industry. More detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations can be found in the Annual Information Form under the heading “Risks and Uncertainties Related to Prometic’s Business”.

Although Prometic has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Therefore, there can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place undue reliance on forward-looking statements.

As a result, Prometic cannot guarantee that any forward-looking statement will materialize. Prometic assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

 

 

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Management Discussion & Analysis

 

Prometic is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF), biopharmaceutical Corporation with globally recognized expertise in bioseparation, plasma-derived therapeutics and small molecule drug development. Prometic is focused on bringing safer, more cost-effective and more convenient products to both existing and emerging markets. Prometic is active in developing its own novel small molecule therapeutic products targeting unmet medical needs in the field of fibrosis, autoimmune disease/inflammation and cancer. Prometic also offers its state of the art technologies for large-scale drug purification of biologics, drug development, proteomics and the elimination of pathogens to several industry leaders and uses its own affinity technology that provides for highly efficient extraction and purification of therapeutic proteins from human plasma in order to develop and commercialize best-in-class plasma-derived therapeutics. A number of both the plasma-derived and small molecule products are under development for rare diseases and orphan drug indications.

Headquartered in Laval (Canada), Prometic has R&D facilities in the U.K., the U.S. and Canada, manufacturing facilities in the Isle of Man and Canada and business development activities in Canada, the U.S., Europe and Asia.

UPDATE ON BUSINESS SEGMENTS ACTIVITIES

Prometic’s operations are divided into three distinct business operating segments: the Small molecule therapeutics segment, the Plasma-derived therapeutics segment and the Bioseparations segment.

Small molecule therapeutics segment

The Small molecule therapeutics segment is comprised of two operating subsidiaries. The principal subsidiaries, which operated this segment for the financial year ended December 31, 2017 were:

 

   

Prometic Pharma SMT Limited (PSMT), based in Cambridge, UK, which operates the Small Molecule Therapeutics Segment for the world (except Canada); and

 

   

Prometic Biosciences Inc. (PBI), based in Laval, Quebec, Canada, which operates the Small Molecule Therapeutics Segment for Canada and performs research and development activities on behalf of PSMT.

The business model for the Small molecule therapeutics segment is for Prometic to develop promising drug candidates such as PBI-4050 and to independently pursue commercialization activities for rare or orphan indications for the North American markets and possibly partner or out-license rights to commercialize same in other territories. The Corporation plans to enter into partnerships for other larger medical indications and or geographical regions requiring a much more substantial local commercial reach and resources. It is generally not Prometic’s intention to independently undertake late-stage clinical trials (phase 3) in large indications, such as Chronic Kidney Disease (“CKD”) or Diabetic Kidney Disease (“DKD”) without the support of a strategic venture or big pharma partner.

The Corporation intends to:

 

   

Develop, obtain regulatory approval and commercialize, directly, or in partnership PBI-4050 for the treatment of Idiopathic Pulmonary Fibrosis (IPF).

 

   

Develop, obtain regulatory approval and successfully commercialize PBI-4050 for the treatment of Alström (“AS”), and use the evidence of clinical efficacy in AS patients to expand the use of PBI-4050 and or its follow on analogues to treat other large unmet fibrotic diseases such as cardiac pulmonary or kidney fibrosis, NASH or other types of liver fibrosis pulmonary hypertension and scleroderma.

 

 

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LOGO

Fibrosis and Mechanism of Action

The Small Molecule Therapeutics Segment is a small-molecule drug development business, with a pipeline of product candidates leveraging the discovery of two receptors involved in the regulation of the healing process. Following an injury, the body has the ability to heal and regenerate damaged tissues. If an injury is overwhelming or chronic in nature, the tissue regeneration process will be taken over by the fibrotic process or fibrosis. Fibrosis is characterized by the excessive accumulation of extracellular matrix (ECM) in damaged or inflamed tissues and is the common pathological outcome of many inflammatory and metabolic diseases. Numerous clinical conditions can lead to organ fibrosis and functional failure; in many disorders, acute or persistent inflammation is crucial to trigger the fibrotic response. The production of various profibrotic cytokines and growth factors by innate inflammatory cells results in the recruitment and activation of ECM producing myofibroblasts. There is currently a great need for therapies that could effectively target pathophysiological pathways involved in fibrosis. Notable examples of medical conditions where fibrosis is at the core of organs losing functionality include: IPF, Chronic Kidney Disease, NASH and AS.

Prometic has observed that the “up-regulation” of receptor GPR40 concomitant to the “down-regulation” of receptor GPR84 which promotes the normal healing process as opposed to promoting the fibrotic process. Prometic’s drug candidates are agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. A significant number of manuscripts have been submitted for publication now that the Corporation has determined it has filed sufficient patents to adequately protect its portfolio of drug candidates that targets these two receptors. One of these manuscripts was published on February 16, 2018 in the American Journal of Pathology, the official journal of the American Society of Investigational Pathology. The paper entitled “A Newly Discovered Antifibrotic Pathway Regulated by Two Fatty Acid Receptors: GPR40 and GPR84” documents the discovery of an antifibrotic pathway involving these two receptors and the activity of our lead drug candidate PBI-4050. Said publication examines PBI-4050’s ligand affinity in vitro and in vivo for the fatty acid receptors, GPR40 and GPR84. GPR40 and GPR84 are known to be involved in diverse physiological processes related to metabolic regulation and to inflammation, but the fundamental importance of these receptors in the fibrosis pathways had not been recognized until now. In this study, the authors uncovered a novel antifibrotic pathway involving these receptors, showing that GPR40 is protective and GPR84 is deleterious in fibrotic diseases. Importantly, this study also shows that PBI-4050 acts as an agonist of GPR40 and an antagonist of GPR84. Through its binding to these receptors, PBI-4050 significantly attenuated fibrosis in many injury contexts, as evidenced by the global antifibrotic activity observed in the kidney, liver, heart, lung, pancreas, or skin.

The activity of drug candidates such as PBI-4050 has been observed in over 30 different preclinical models performed by the Corporation and by other universities or institutions in collaboration with the Corporation, such as Vanderbilt University, University of Ottawa, Université de Montréal, McMaster University and the Montreal Heart Institute. PBI-4050 was also successfully completed in three separate phase 2 clinical trials supporting the translation of such results in the biologic activity in humans and helping pave the way for the initiation of a pivotal phase 3 clinical trial for IPF in the USA. While the Small Molecule Therapeutics Segment has several promising drug candidates, management has thus far focused its efforts on its anti-fibrotic lead drug candidate PBI-4050. With observed signs of clinical efficacy and a favorable tolerability profile in hundreds of human subjects, Prometic is bringing follow-on analogues of PBI-4050 to the clinical programs. PBI-4547 and PBI-4425 are amongst such drug candidates earmarked by Prometic to commence phase 1 clinical programs in 2018.

 

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Management Discussion & Analysis

 

PBI-4050, Prometic’s Lead Compound and Clinical Programs

PBI-4050 is currently the lead clinical compound targeting indications including IPF and AS. PBI-4050 has been granted Orphan Drug Designation by the FDA and the EMA for the treatment of AS as well as for the treatment of IPF. PBI-4050 has also been granted the PIM (Promising Innovative Medicine) designation by the MHRA for the treatment of IPF and AS.

Summary Results of PBI-4050 Results in Three Completed Phase 2 Clinical Studies

Type 2 Diabetes with Metabolic Syndrome (T2DMS)

Some preclinical models used to demonstrate the pharmacological activity of PBI-4050 involve the presence of diabetes, obesity, hypertension leading to an accelerated rate of fibrosis in the liver, kidney and pancreas and premature death. Mice models such as the db/db eNOS-/- mouse model performed at the University of Vanderbilt or db/db uni-nephrectomized mouse model performed at Prometic helped demonstrate that the combined effect of PBI-4050 in reducing fibrosis and macrophage infiltration in fat tissue, in the pancreas, the kidney and the liver not only improved the status of these organs and the survival of the animals compared to control, but also significantly reduced blood glucose level. Given that the demonstration of fibrosis reduction in humans requires trials with long term exposure, the Corporation initiated a first phase 2 trial in patients who present symptoms like the ones described in the db/db eNOS-/- mouse model: Type 2 diabetes with metabolic syndrome (T2DMS). While this is not a medical indication, the Corporation necessarily seeks to ultimately target commercially, the purpose of this study was to quickly ascertain whether the pharmacological activity observed in preclinical animal models translated to humans. Particular attention was placed on the blood sugar levels in a phase 2 clinical trial given that this effect should be measurable in a manner of 8 to 12 weeks.

This study met its primary and secondary endpoints. In addition to safety and tolerability, the study evaluated the effects of PBI-4050 on metabolic syndrome parameters and on pro-inflammatory/fibrotic and diabetic biomarkers in blood and urine. In this open label Phase 2 clinical trial, PBI-4050 (800 mg) was administered once daily to 24 patients already being treated with “standard of care” drug regimens for a period of 12 weeks. Twelve of these patients were enrolled in an additional 12 week extension throughout which the efficacy and safety observed at 12 weeks was also maintained at 24 weeks PBI-4050 has been well tolerated with no serious drug related adverse events.

The pharmacological activity of PBI-4050 was confirmed through the clinically significant reduction in glycated hemoglobin concentration (“HbA1c”) between screening and Week 12. For instance, the 15 patients with a screening (HbA1c) ³ 7.5 experienced a clinically significant mean decrease of – 0.75% (p = 0.0004) while the 9 patients with a screening HbA1c ³ 8.0% experienced a mean decrease of – 0.9% (p = 0.007). The 12 patients who participated in the study’s 12-week extension had a mean HbA1c of 7.7 at screening and experienced a reduction of – 0.8% at week 24.

This significant improvement in HbA1c was accompanied with a decrease in fasting insulin and C-peptide levels (-19% (p=0.017) and -11% (p=0.028)) respectively, and an increase in adiponectin (+18% (p=0.021)), indicating that the improvement in HbA1c may be, at least in part, explained by a reduction in insulin resistance. This conclusion is further supported by the fact that the patients with the greatest reductions in their HbA1c values had the highest increase in adiponectin levels; higher plasma adiponectin levels are known to protect diabetic patients from vascular complications and to improve their insulin sensitivity.

The study also showed how several biomarkers measured in blood or urine of patients (and associated with a high incidence of cardiovascular complications and kidney injury when elevated in metabolic syndrome) were significantly reduced by PBI-4050 after 24 weeks of PBI-4050 treatment.

 

 

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Alström Syndrome (AS)

Alström Syndrome is chronically debilitating due to permanent blindness, deafness, type 2 diabetes and life-threatening due to progressive organ failure. To date, no satisfactory method of treatment has been approved in the USA for patients affected by AS. Prometic is currently investigating the effects of PBI-4050 on multiple organs in AS patients in an ongoing, open label, phase 2, clinical study in the UK with plans to expand the clinical program, both in the USA and elsewhere in Europe, once an optimal regulatory pathway has been defined with the FDA and the European Medicines Agency, respectively.

The clinical trial in AS patients is a very challenging test of the efficacy of PBI-4050. AS is a rare inherited autosomal recessive syndrome characterized by the onset of obesity in childhood or adolescence, type 2 diabetes with severe insulin resistance, dyslipidemia, hypertension and severe multi-organ fibrosis, involving the liver, kidney and heart. AS is also characterized by a progressive loss of vision and hearing, a form of heart disease that enlarges and weakens the heart muscle (dilated cardiomyopathy), and short stature. This AS disorder can also cause serious or life-threatening medical problems involving the liver, kidneys, bladder, and lungs.

The on-going AS study is an open-label, single-arm, phase 2 clinical trial in which the patients are treated with PBI-4050 (800 mg) once daily. Each patient is evaluated against their respective baseline and against their respective historical disease progression trend whenever available, given the severity of their medical conditions. The clinical study has now enrolled 12 subjects. Given the evidence of clinical benefit and continuing safety and tolerability, the Data Safety Monitoring Board (DSMB) and Medicines and Healthcare products Regulatory Agency (MHRA) have allowed for two successive extensions of the duration of treatment. The duration of treatment has been extended from the original 24 weeks for an additional 36 weeks, and then once more for a further 12 weeks (total of 72 weeks).

In addition to safety and tolerability endpoints key secondary endpoints in this study include the assessment of the effect of PBI-4050 on liver stiffness using transient elastography (FibroScan®) as well as on the fat content and fibrosis burden in the liver using MRI. In addition, the effect of PBI-4050 on glucose, insulin, and lipid dynamics using the hyperinsulinemic-euglycemic clamp test, the histological appearances seen in fat biopsies as well as the effect on additional pro-inflammatory and inflammatory, fibrotic, diabetic, and obesity biomarkers in blood and urine are also evaluated. The Corporation is pursuing the collection of the results of up to 10 years of prior investigations of particular relevance in documenting the disease course, including MRIs of the heart and FibroScan® results of the liver.

To date, the 12 subjects have all received at least 24 weeks of treatment and 10 subjects have received ³ 36 weeks, of which 3 subjects have received PBI-4050 for more than 72 weeks. PBI-4050’s safety and tolerability has been confirmed over this extended period. A brief summary of the most significant findings is presented below.

Fibroscan results from the 10 subjects who received at least 36 weeks of treatment showed a statistically significant improvement in the measure of liver stiffness, from a mean of 10.2 kPa at baseline to a mean of 8.1 kPa at last measurement, an absolute decrease of 2 kPa (p = 0.0219, 95% CI -3.52, -0.46) (Figures 2 & 3). Fibroscan is a non-invasive technique for clinical assessment of liver fibrosis with a high degree of accuracy and reproducibility, especially in patients with established fibrosis (³ F2) (Cassinotto 2016). FibroScan® measurements for all patients were carried out by a single, experienced operator. To ensure test reliability, a minimum of 10 valid readings were taken per patient, with a required success rate of at least 60% and an interquartile range of <=30% of the median value

Liver MRI data also indicated a mean reduction of -11% in the T1-corrected score between baseline and last available measurement (p=0.0195, 95% CI: -92.3, -9.8), which supports an improvement of liver fibrosis.

 

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Management Discussion & Analysis

 

In addition to the preliminary evidence of efficacy observed on liver fibrosis presented above, analysis of the interim cardiac MRI data indicates a reduction of cardiac fibrosis in each patient after initiation of treatment with PBI-4050 (p<0.001). The figure below illustrates the progression of cardiac fibrosis expressed as a percent increase of the MRI score for each patient for whom three years or more of fibrosis data were available, and the reversal of said progression when patients were treated with PBI-4050. The length of the red dashed lines corresponds to the duration of fibrosis data and the length of the green dashed lines to the duration of PBI-4050 treatment for each patient.

 

LOGO

A major reduction of key urine biomarkers of ongoing kidney injury in the 12 subjects for whom Week 24 results are available was also observed. Finally, positive effects on other parameters of the liver and the fat tissue have also been observed and will be presented at forthcoming scientific conferences.

Given the very encouraging clinical results in the AS patients observed to date, the Corporation plans to meet with the FDA and EMA to discuss and agree on the possible regulatory path forward for such indication, and therefore anticipates expanding its clinical program in AS patients in 2018 to include more specialized centers in the USA and in Europe.

Idiopathic pulmonary fibrosis (IPF)

Idiopathic pulmonary fibrosis is a chronic, devastating, and ultimately fatal disease characterized by a progressive decline in lung function. It is a specific type of interstitial lung disease in which the small air sacs of the lung, the “alveoli,” gradually become replaced by fibrotic (scar) tissue and is the cause of worsening dyspnea (shortness of breath). IPF is usually associated with a poor prognosis. The term “idiopathic” is used because the cause of pulmonary fibrosis is still unknown. IPF usually occurs in adult individuals of between 50 and 70 years of age, particularly those with a history of cigarette smoking, and affects men more often than women. IPF affects about 130,000 people in the United States, with about 48,000 new cases diagnosed annually. Approximately 40,000 people with IPF die each year, a similar number of deaths to those due to breast cancer. The 5-year mortality rate for patients with IPF is estimated to range from 50% to 70% of those affected.

 

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In Gold standard preclinical models designed to emulate lung fibrosis in humans, PBI-4050 demonstrated a very significant anti-fibrotic activity. IPF is a very large orphan indication which remains an unmet medical need. While two drugs, nintedanib (OFEV®—Boehringer-Ingelheim) and pirfenidone (Esbriet®—Roche), have been approved for the treatment of IPF, neither drugs have succeeded in stabilizing the patients’ lung function. In addition, these two drugs are known to induce side effects which have limited the use in significant proportion of IPF patients.

In addition to demonstrating that PBI-4050 (800 mg) administered once daily is safe and well tolerated in patients suffering from IPF, the objective of this study was to provide early evidence of clinical benefits of PBI-4050 treatment whether used alone or in addition to either of the current standard of care drugs, nintedanib or pirfenidone. Forty (40) patients were enrolled in the study in six (6) sites across Canada. The baseline characteristics of the subjects enrolled in this study were similar to those enrolled in prior IPF randomized controlled studies conducted by other pharmaceutical companies, namely ASCEND and INPULSIS.

Of a total of 40 subjects enrolled in the study, 9 subjects received PBI-4050 alone, 16 received PBI-4050 & nintedanib and 15 received PBI-4050 & pirfenidone.

The results of the study showed that the mean change from baseline to Week 12 for Forced Vital Capacity (“FVC”), the total amount of air exhaled during a forced breath, was either positive (+1.9 mL) or nearly unchanged (-12.2 mL) for PBI-4050 + nintedanib and PBI-4050 alone, respectively, but was reduced (102.0 mL) for PBI-4050 + pirfenidone. PBI-4050 pharmacokinetics were reduced for PBI-4050/pirfenidone, suggesting a possible drug-drug interaction. PBI-4050’s concentration in plasma was found to be sub-therapeutic at 50% of the expected level in patients that received the PBI-4050 and pirfenidone combination. See figure below.

 

LOGO

There were no serious adverse events requiring PBI-4050’s discontinuation. The most frequent adverse event seen in all groups was diarrhea, but this was less significant in the subjects treated with PBI-4050 alone than in the groups receiving either of the currently approved drugs for the treatment of IPF, which are well-known for their significant side effect profiles. This study has provided data to support the safety and tolerability of PBI-4050 in IPF patients receiving currently standard of care.

Prometic received IND approval from the FDA to commence its PBI-4050 pivotal phase 3 clinical trial in patients suffering from IPF and has reached an agreement on the design of the trial.

 

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Management Discussion & Analysis

 

Based on recommendations from the FDA, Prometic now will undertake an “all comers study”. The enrollment criteria will be greatly simplified so that the study will enroll patients with mild-to-moderate IPF, regardless of whether they are on background standard of care with nintedanib (OFEV®) or not. Therefore, the study will provide efficacy data on both PBI-4050 as a stand-alone agent, and as an add-on to nintedanib, and will be part of the dataset to support a simple, all-inclusive indication “for the treatment of IPF”. Patients will be randomized to receive placebo, or one of two doses of PBI-4050 (800 mg or 1,200 mg) for a total of 52 weeks. An interim analysis will be conducted at 26 weeks. The primary endpoint is the annual rate of decline in forced vital capacity (FVC), the total amount of air exhaled during a forced breath, (expressed in mL) and measured over 52 weeks (mL/year). Patients taking pirfenidone will be excluded because of a known drug-drug interaction between pirfenidone and PBI-4050. The Corporation expects to initiate this placebo controlled, pivotal phase 3 IPF clinical trial in 2018. It has already identified the CRO to manage the execution of the clinical trial as well as clinical sites across the USA and Canada.

There are several other clinical indications with unmet medical needs that the Corporation is considering pursuing in due course. For instance, the positive clinical effect observed in the heart of AS patients bodes well for clinical program targeting various cardiomyopathies. Similarly, positive clinical effects observed on kidney and the liver of T2DMS and AS patients supports the potential expansion of the clinical program in NASH or CKD. Such programs may be pursued with PBI-4050 and or with follow-on analogues such as PBI-4547 and PBI-4425. These two drug candidates are amongst several analogues that have demonstrated similar performance to PBI-4050 in preclinical models, and in some cases, even superior performance. This portfolio of follow-on analogues provides Prometic with the opportunity to specifically target specific indications with these two drug candidates, and expand commercial and partnering opportunities. The manufacturing processes for both PBI-4547 and PBI-4425 have been scaled up to enable the commencement of their respective clinical programs in 2018.

The Corporation intends to fund the development program for the above mentioned compounds through a combination of avenues including: funds generated by the bioseparations division as well as plasma-derived therapeutics business segments; funding achieved through strategic partnering with other pharmaceutical companies; and funding through financial partnerships or equity or debt funding initiatives.

Prometic is working towards the development of its Small Molecule Therapeutics segment with a pipeline of compounds in diverse medical indications, as summarized in the table below:

 

Prometic Compounds    Indications
PBI-4050   

•  Idiopathic pulmonary fibrosis (IPF)

    

•  Alström Syndrome

PBI-4050   

•  Other fibrosis-related diseases & rare diseases

PBI-4547   

•  NASH or other liver fibrosis-related diseases

PBI-4425   

•  Scleroderma or other fibrosis-related diseases

Small molecule segment business development update

In August 2017, the Corporation entered into a licensing agreement and partnership agreement with Jiangsu Rongyu Pharmaceuticals Co, LTD (“JRP”) and Nanjing Rongyu Biothech Co., LTD, affiliates of Shenzhen Royal Asset Management Co., LTD (collectively, “SRAM”), regarding the licensing of the Chinese rights to its small molecules PBI-4050, PBI-4547 and PBI-4425 and, as a result, licensing revenues of $19,724 consisting of a license fees and a milestone payments were recorded during the third quarter of 2017. Having not remitted the funds associated with the license fee and initial milestone payment within the specified payment terms, SRAM was consequently in breach of the license agreement. As a result, the Corporation was in a position to exercise its contractual rights and opted to terminate the licensing agreement in March 2018, thereby resulting in the return of all the rights previously conferred under the licensing agreement back to Prometic and making them available to be part of any subsequent licensing transaction. The Corporation also notified SRAM of the termination of the partnership agreement with SRAM. During the fourth quarter of 20187, the Corporation has written-off the accounts receivable that was net of the withholding taxes, in the amount of $18,518 and has reversed the withholding taxes of $1,972

 

 

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expected to be paid on this transaction to bad debt expense. The difference between the amount of revenue recognized and the bad debt amount is the withholding taxes that were recorded as a deduction of the accounts receivable and the effect of the change in the CAD/GBP exchange rate on the accounts receivable.

In October 2017, the Chinese government disclosed a series of regulatory measures favourable to foreign companies seeking to commercialize therapeutics in China. These reflect the Chinese government’s aim to change China from a copier to an originator philosophy of drug development and has now turned China into a “strategic” and “vital” market for pharmaceutical companies. Such measures include changes in the regulatory system allowing the use of clinical data generated outside of China, a faster review process, as well as lower taxes on selected drugs.

With the mounting strategic interest of the Chinese market expressed by several global pharma companies with whom the Corporation is having discussions, and the fact that the Corporation believes that it would be in a position to potentially advance IPF in China independently, Prometic decided to exercise its rights to terminate the current license agreement and partnership agreement with SRAM. Prometic believes that termination of the SRAM partnership and holding 100% of the rights for PBI-4050 and analogues for all indications in China keeps all of Prometic’s strategic options open in order to maximise the value of its assets in this important market.

Plasma-derived therapeutics segment

The Plasma-derived therapeutics segment comprises several operating subsidiaries the principal subsidiaries being:

 

   

Prometic Bioproduction Inc. (“PBP”), based in Laval, Quebec, Canada;

 

   

Prometic Biotherapeutics Inc. (“PBT”), based in Rockville, Maryland, U.S.;

 

   

Prometic Biotherapeutics Ltd. (“PBT Ltd”), based in the Cambridge, U.K.;

 

   

NantPro Biosciences LLC (“NantPro”) based in Delaware, U.S.;

 

   

Prometic Plasma Resources Inc. (“PPR”), the plasma collection center, based in Winnipeg, Manitoba, Canada;

 

   

Prometic Plasma Resources USA, Inc. (“PPR USA”), the plasma collection center, based in in Delaware, U.S.; and

 

   

Telesta Therapeutics Inc. (“Telesta”), the net assets and operating expenses related to the production facilities located in Belleville, Ontario, Canada and Pointe-Claire, Québec, Canada.

The Plasma-derived Therapeutics Segment includes our plasma-derived therapeutics platform, which enables the development of our pipeline of biopharmaceutical candidates. This is achieved by leveraging our proprietary affinity technology, which enables a highly-efficient extraction and purification process of therapeutic proteins from human plasma. The Corporation’s primary focus is to develop plasma-derived therapeutics targeting unmet medical conditions and rare diseases in both established and emerging markets.

The Corporation intends to:

 

   

Develop and obtain regulatory approval and successfully commercialize RyplazimTM (plasminogen) in North America independently for the treatment of congenital plasminogen deficiency, if approved.

 

   

Develop and obtain regulatory approval and successfully commercialize RylazimTM (plasminogen) for the treatment of other indications where the acute plasminogen deficiency is known to be the source of medical complications (e.g. thrombosis, ALI/ARDS, IPF).

 

   

Develop and obtain regulatory approval and successfully commercialize Plasminogen (sub-cutaneous) for hard-to-treat wounds such as DFU and TMP.

 

   

Advance our other plasma-derived drug candidates (e.g. IVIG) through clinical development and leverage our plasma purification platform to discover and develop new drug candidates (e.g. IAIP).

 

 

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Management Discussion & Analysis

 

 

 

   

Build a leading, fully integrated, commercialization organization with a specialized MSL and sales force and focused team.

 

   

Invest in our plasma protein manufacturing and raw material sourcing capabilities.

 

   

Create value through strategic collaborations and indication and/or geographic specific commercial agreements.

Pipeline Overview

 

 

LOGO

Lead Drug Product Candidate - Plasminogen

Ryplazim (plasminogen) is the first biopharmaceutical expected to be launched commercially pending the review and approval of the BLA (Biologic License Application) submitted to the FDA for the treatment of congenital plasminogen deficiency.

Plasminogen is a naturally occurring protein that is synthesized by the liver and circulates in the blood. Activated plasminogen, plasmin, is a fundamental component of the fibrinolytic system and is the main enzyme involved in the lysis of blood clots and clearance of extravasated fibrin. Plasminogen is therefore vital in wound healing, cell migration, tissue remodeling, angiogenesis and embryogenesis.

The most common and visible lesion associated with plasminogen deficiency is ligneous conjunctivitis, which is characterized by thick, woody (ligneous) growths on the conjunctiva of the eye, and if left untreated, can lead to corneal damage and blindness. Ligneous growths tend to recur after surgical excision, thereby requiring multiple surgeries. While ligneous conjunctivitis is the best characterized and visible lesion, congenital plasminogen deficiency is a multi-systemic disease that can also affect the ears, sinuses, tracheobronchial tree, genitourinary tract, and gingiva. Tracheobronchial lesions including hyper viscous secretions can result in respiratory failure. Hydrocephalus has also been reported in children with severe hypoplasminogenemia, apparently related to the deposition of fibrin in the cerebral ventricular system.

Patients may be born with the inability to produce sufficient plasminogen naturally, a condition referred to as congenital plasminogen deficiency or suffer an acute or acquired deficiency following a trauma or an illness. While our first priority is to provide the treatment of congenital plasminogen deficiency, the Corporation intends to further expand the clinical uses of plasminogen as a priority over the coming years.; Prometic has been working on pursuing new indications such as the treatment of wounds such as diabetic foot ulcers and tympanic repair, acquired plasminogen deficiency in critical care such as severe burns and acute lung injury (“ALI”). The expansion of the plasminogen development program enables the Corporation to target multiple clinical indications with unmet medical needs and leverage the same proprietary Active Pharmaceutical Ingredient (“API”) via different formulations and presentations. Combined with market exclusivity and significant growth opportunity, plasminogen is prioritized over advancing certain previously disclosed follow-on therapeutics with competitive landscapes such as C1 Esterase Inhibitor (“C1-INH”). In a phase 2/3 clinical trial for the treatment of congenital plasminogen deficiency, Ryplazim (plasminogen) met its primary and secondary endpoints following the intravenous administration of

 

 

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Ryplazim (plasminogen) to patients. In addition to being well tolerated and without any drug related serious adverse events, our Ryplazim (plasminogen) treatment achieved a 100% success rate of its primary end point, namely, a targeted increase in the blood plasma concentration level of plasminogen as a surrogate target. Moreover, all patients who had active visible lesions when enrolled in the trial had complete healing of their lesions within weeks of treatment, a 100% patient response rate for this secondary end point.

We disclosed new long term clinical data in July 2017 from its pivotal phase 2/3 trial of RyplazimTM (plasminogen) regarding the additional 36 weeks treatment period. The new data demonstrated that its plasminogen treatment prevented the recurrence of lesions in the 10 patients treated with Ryplazim TM (plasminogen) for a total of 48 weeks. Since then and as of March 2018, over 3,200 Ryplazim (plasminogen) infusions have been performed with no safety or tolerability issues related to this longer-term dosing and still no recurrence of lesions.

Ryplazim (plasminogen) for the treatment of congenital plasminogen deficiency has been granted rare pediatric designation by the FDA which may make it eligible to receive a Priority Review Voucher (PRV) upon regulatory approval by the FDA. Ryplazim (plasminogen) has also been granted Fast Track status by the FDA and has been granted Orphan Drug designation by both the FDA and the EMA.

In anticipation of the commercial launch of Ryplazim (plasminogen) in the USA and Canada, the Corporation has started to buildout its commercial foot print with the hiring of seasoned medical science liaisons (MSLs) and a salesforce. In addition to providing a full “concierge” service for congenital plasminogen deficient patients requiring lifetime home infusion of Ryplazim (plasminogen), if and when granted marketing approval, the Corporation will also focus on sales thereof to tier-1 hospitals across the USA and Canada. This represents an estimated 120 hospitals with over 500 beds, intensive care units and trauma care units which deal with the majority of severely compromised patients with congenital plasminogen deficiency.

On March 28, 2018, Prometic provided an update on the status of the U.S. Food and Drug Administration (FDA) review of its Biologics License Application (BLA) for RYPLAZIM (plasminogen), an investigational plasminogen replacement therapy for the treatment of congenital plasminogen deficiency.

The current BLA filing includes the clinical data on 10 patients with 12 weeks of data for an accelerated regulatory pathway. Since filing the current BLA, Prometic has accumulated additional clinical data encompassing more than 3,200 infusions of RYPLAZIM (plasminogen) over treatment periods exceeding 48 weeks during which similar clinical activity and tolerability profiles, as previously reported, were observed. The original guidance from the FDA was for Prometic to submit such long-term clinical data in a supplemental BLA in order to secure full licensure in 2019. Full licensure would provide for the long-term efficacy and safety data to be included in the prescribing information of RYPLAZIM (plasminogen) which would further support Prometic’s claims of the strong health economics benefit associated with the use of RYPLAZIM (plasminogen).

The FDA’s review of the BLA raised no issues regarding the clinical data for the accelerated approval. The FDA has, however, identified the need for Prometic to make a number of changes in the Chemistry, Manufacturing and Controls (CMC) section of its BLA. These changes require the implementation and validation of additional analytical assays and “in-process controls” in the manufacturing process of RYPLAZIM (plasminogen). While Prometic is expecting to complete said implementation and validation in April 2018, it will be necessary to manufacture additional RYPLAZIM (plasminogen) lots to support the implementation and validation of these process changes.

Prometic expects to complete the manufacturing of the additional validation lots in the summer of 2018 and anticipates being able to provide the FDA with such new CMC data for its review in the fourth quarter of 2018, which is beyond the Prescription Drug User Fee Act (PDUFA) date of April 14, 2018. The FDA requested that such CMC data be submitted as an amendment to the current BLA and has invited Prometic

 

 

Prometic Life Sciences Inc.    17


Management Discussion & Analysis

 

 

to also submit the long-term (48-week) clinical data at the same time instead of through the originally agreed upon supplemental BLA process. This will allow the FDA to consider granting full-licensure under the current BLA. If granted, this is expected to allow a faster sales ramp-up from launch than could have been achieved had provisional licensure been obtained by the current PDUFA date. The Company continues to interact with the FDA and will provide further updates, including when it receives a new PDUFA date.

The FDA indicated that the submission of the new CMC data will not impact the previously granted designations, including the Priority Review Status, the Orphan Drug Designation and the Rare Pediatric Disease Designation for RYPLAZIM (plasminogen) for the treatment of congenital plasminogen deficiency.

Ryplazim (plasminogen) in critical care indications associated with acquired plasminogen deficiencies

The Corporation will initiate a series of additional clinical programs to demonstrate the potential efficacy of Ryplazim’s (plasminogen) to address unmet medical needs and fatalities associated with “acquired plasminogen deficiencies”. Such acquired plasminogen deficiencies occur in some medical conditions such as ARDS or in diabetic patients with uncontrolled and elevated blood glucose. ARDS affects 190,000 Americans every year with a 30%-40% mortality rate, and it is documented in literature that one of the complications in these patients is the accumulation of fibrin / fibrous material in the lungs. Preclinical models have demonstrated that treatment with plasminogen helps overcome the accumulation of fibrin (as indicated by the red arrow in the figure below).

In a gold-standard animal model proven to emulate pulmonary fibrosis in humans, Prometic’s Ryplazim (plasminogen) performed favorably compared to recently approved IPF drugs to treat this condition (see figure below). Ryplazim (plasminogen) significantly reduced tissue scarring (% collagen) in the lungs that was observed in non-treated animals, indicating the potential for providing clinically significant improvement and stabilization in lung function.

 

LOGO

The fibrinolytic systems play a central role in wound healing and tissue repair, a process believed to be abnormal within the IPF affected lung. Animal models of pulmonary fibrosis have demonstrated an imbalance between thrombosis and fibrinolysis within the alveolar compartment, a finding that is also observed in IPF patients. Prometic plans to evaluate whether Ryplazim (plasminogen) can help lung function of IPF patients during acute exacerbation episodes which would be both complementary to anti-fibrotic chronic therapy and addressing an unmet medical need in the IPF patient population.

 

 

18     Prometic Life Sciences Inc.


Ryplazim (plasminogen) performed equally well in another preclinical model where this time an acute lung injury was induced by the administration of L-Arginine. The administration of Ryplazim (plasminogen) brought the lung histology score to the same level as the control group.

The Corporation plans to initiate clinical programs in North America for the potential use of Ryplazim (plasminogen) for the treatment of acute exacerbations in patients with ARDS or IPF. Ryplazim (plasminogen) was granted Orphan Drug and Fast Track Designations by the FDA for the treatment of IPF.

The Corporation is initiating clinical trials to evaluate Plasminogen (sub-cutaneous) administration near topical wounds to determine its safety and ability to facilitate the complete healing of otherwise hard-to-treat wounds. Wounds are known to be difficult to heal in certain diabetic patients, and elevated blood sugar level has been shown to greatly reduce the activity of plasminogen. Clinical trials in patients with diabetic foot ulcers (DFUs) and in patients with tympanic membrane perforations (TMPs) are initiating in Sweden. We received in the fourth quarter of 2017 from the Swedish Medical Products Agency (MPA) two CTA approvals to commence the following two trials:

 

   

a Phase 1b/2 clinical trial of its Plasminogen (sub-cutaneous) therapy in patients suffering from DFUs; and

 

   

a Phase 1b/2 clinical trial of its Plasminogen (sub-cutaneous) therapy in patients suffering from chronic TMPs.

Plasminogen (sub-cutaneous) – DFUs: Diabetic foot ulcer is a major complication of diabetes mellitus, and probably the major component of the diabetic foot. Wound healing is an innate mechanism of action that works reliably most of the time. A key feature of wound healing is stepwise repair of lost extracellular matrix (ECM) that forms the largest component of the dermal skin layer. But in some cases, certain disorders or physiological insult disturbs the wound healing process. Diabetes mellitus is one such metabolic disorder that impedes the normal steps of the wound healing process. Many studies show a prolonged inflammatory phase in diabetic wounds, which causes a delay in the formation of mature granulation tissue and a parallel reduction in wound tensile strength.

The Phase 1b/2 DFU clinical trial is a prospective, dose escalation study of the safety, feasibility and initial efficacy of subcutaneous plasminogen for the treatment of DFU in 20 adult subjects. The study will be conducted in one study center in Sweden, under the supervision of Dr. Jan Apelqvist, an expert in the field of diabetic foot ulcers and hard to treat wounds from the Department of Endocrinology, Division of Clinical Sciences at Skane University Hospital in Malmö, Sweden.

Plasminogen (sub-cutaneous) – TMPs: A tympanic membrane perforation is essentially a hole in the eardrum, which can result from ear infections, injury, and previous surgery such as ventilation tube placement. In addition to hearing loss, eardrum perforations can result in ear infection and drainage.

The chronic TMP clinical trial is a dose escalation, randomized, placebo-controlled study designed to investigate the safety, feasibility and initial efficacy of local injections of a novel and proprietary plasminogen formulation for the treatment of chronic tympanic membrane perforation. Up to 33 adult patients are expected to be enrolled. The study will be conducted at a single center in Sweden, under the supervision of Dr. Cecilia Engmér Berglin, MD, PhD from the Department of Otorhinolaryngology at Karolinska University Hospital in Stockholm, Sweden. The Karolinska University Hospital is the second largest ear/nose/throat center in the world.

IVIG for the treatment of Primary Immunodeficiencies Disorder (PIDD)

IVIG is the second biopharmaceutical arising from the plasma-derived therapeutics platform that is expected to be launched commercially, if approved. Currently being studied in a non-inferiority pivotal phase 3 open label, single arm, two-cohort multicenter clinical trial that is investigating the safety, tolerability, efficacy and pharmacokinetics of our plasma purified IVIG in a total of 75 patients suffering from PIDD, including 50 adults (cohort 1) and 25 children (cohort 2). The ongoing non-inferiority phase 3 clinical trial for IVIG in adults is expected to be completed in Q1 of 2018 followed by the pediatric cohort completion in Q1 2019.

 

Prometic Life Sciences Inc.    19


Management Discussion & Analysis

 

Primary immunodeficiencies are disorders in which part of the body’s immune system is missing or does not function normally. To be considered a primary immunodeficiency, the cause of the immune deficiency must not be secondary in nature (i.e., caused by other disease, drug treatment, or environmental exposure to toxins). Most primary immunodeficiencies are genetic disorders; the majority are diagnosed in children under the age of one, although milder forms may not be recognized until adulthood. While there are over 100 recognized PIDDs, most are very rare. About 1 in 500 people in the United States are born with a primary immunodeficiency1. Immune deficiencies can result in persistent or recurring infections, autoinflammatory disorders, tumors, and disorders of various organs. There are currently no cures for these conditions; treatment is palliative and consists of managing infections and boosting the immune system.

If the results are favorable, the Corporation plans to file a New Drug Submission (NDS) with Health Canada and a BLA with the FDA. Once approved for sale, Prometic’s production of IVIG will be paired with the production of plasminogen, thus contributing to a higher revenue per liter of plasma processed.

NantPro, a subsidiary of the Corporation, is the entity responsible to commercialize IVIG for treatment of primary immunodeficiency diseases in the USA. These exclusive commercialization rights for IVIG for PIDD in the USA were granted pursuant to a license agreement entered between NantPro and its sister company, PBT, in 2012. PBT has also since then been providing development services for NantPro consisting of pre-clinical and regulatory activities, such as filing of the IND for IVIG for treatment of PIDD as well as preparing for and overseeing the on-going phase 3 clinical trial. NantPro and PBT also entered in an exclusive manufacturing and supply agreement in 2012 whereby NantPro would obtain 100% of its IVIG supply by PBY or an affiliate thereof on its behalf.

Inter Alpha-One Inhibitor proteins (IAIP) for the treatment of Necrotising Enterocolitis in Neonates (NEC):

Inter Alpha-One Inhibitor proteins (IAIP) is the third biopharmaceutical arising from the plasma-derived therapeutics platform that is expected to be launched commercially, if approved. It is currently in the pre-clinical development phase and the corporation’s intent is to file an IND with the FDA in 2019.

Necrotizing enterocolitis (NEC) is a devastating inflammatory bowel condition that affects predominantly premature infants. NEC can ultimately destroy the wall of the bowel (intestine) and lead to perforation of the intestine and spillage of stool into the infant’s abdomen, which can result in an overwhelming infection and death. The cause of NEC is not well understood but appears to involve bacteria, injury to the bowel lining, inadequate oxygen supply to the bowel, and an abnormal immune response. Overall, NEC affects an estimated 8,000-12,000 live births each year in the USA. The disease has been reported to affect about 11 percent of very low birthweight infants born before 29 weeks of age. Mortality rates are high and range from about 15% to 30%.

NEC is the most commonly acquired gastrointestinal disease diagnosed in premature neonates and is one of the leading causes of death in neonatal intensive care units. The economic cost of NEC is high, accounting for approximately 19% of neonatal expenditures and an estimated $5 billion per year for hospitalizations in the United States alone. Even when surgery can be avoided, the average cost of hospitalization has been estimated at around $73,000, with a length of stay exceeding 22 days longer than that for other premature infants. However, if surgical care is required, there is an average additional cost of approximately $186,000, and infants require a length of stay 60 days longer than other premature infants. Prometic’s IAIP for the treatment of NEC has been granted rare pediatric designation by the FDA which may make it eligible to receive a Priority Review Voucher (PRV) upon regulatory approval by the FDA. IAIP for the treatment of NEC has also been granted Fast Track status by the FDA and has been granted Orphan Drug designation by the FDA.

 

1

Lim MS, Elenitoba-Johnson KS (2004). “The Molecular Pathology of Primary Immunodeficiencies”. The Journal of molecular diagnostics : JMD. 6 (2): 59–83. doi:10.1016/S1525-1578(10)60493-X. PMC 1867474 PMID 15096561.

 

 

20     Prometic Life Sciences Inc.


Other Plasma-Derived Therapeutics

Prometic has developed processes to recover and purify several other proteins from plasma including fibrinogen, Alpha1 antitrypsin, albumin and C1 esterase Inhibitors. Several of these proteins and others for which their respective bioseparation process are under development, will eventually be advanced for clinical development. The Corporation has however elected to prioritize the advancement of multiple indications for its first anticipated plasma-derived product, Ryplazim (plasminogen) and its Plasminogen (sub-cutaneous) as a means to accelerate revenue growth generated by the anticipated commercial launch of Ryplazim (plasminogen) and IVIG, if these products receive their respective regulatory approvals.

Bioseparations segment

The Bioseparations segment comprises several operating subsidiaries the main one being Prometic Bioseparations Ltd. (“PBL”), based in the United Kingdom (Isle of Man and Cambridge).

Prometic’s Bioseparations segment is known for its world-class expertise in bioseparation, specifically for large-scale purification of biologics and the elimination of pathogens. These technologies are being used by several industry leaders. Prometic has also leveraged its own industry leading affinity technology to develop a highly efficient extraction and purification process of therapeutic proteins from human plasma in order to develop best-in-class therapeutics. The Bioseparations segment supplies the affinity resins to the Plasma-derived therapeutics segment and also to our licensees.

OTHER RECENT BUSINESS DEVELOPMENTS

On November 30, 2017, the Corporation entered into a non-revolving credit facility agreement with Structured Alpha (“SALP”), bearing interest of 8.5% per annum which expires November 30, 2019. The credit facility comprises two tranches of US$40 million which become available to draw upon once certain conditions are met. The drawdowns on the available tranches are limited to US$10 million per month.

As part of the agreement, the Corporation issued 54 million warrants with an exercise price of $1.70 (the “Seventh Warrants”) to SALP in consideration for the non-revolving credit facility. The Seventh warrants become exercisable as follows: 10 million warrants as of the date of the agreement and the remaining 44 million warrants become exercisable as and if the Corporation draws upon the credit facility in increments of US$10 million; five million warrants become exercisable for each US$10 million drawn on the first US$40 million tranche of the credit facility and six million warrants become exercisable for each US$10 million drawn on the second US$40 million tranche of the credit facility. The warrants expire on June 30, 2026. Although the warrants are issued and outstanding, for accounting purposes, these warrants will be recognized and measured at the time they become exercisable. At each drawdown, the value of the proceeds drawn are allocated to the debt and equity based on their fair value.

The amount of each US$10,000,000 drawdown on the non-revolving credit facility is allocated to the debt and the warrants based on their fair value at the time of the drawdown. The initial 10 million warrants exercisable upon signature of the agreement were valued at $5,214 and were recognized as a deferred financing costs with the offsetting entry in equity. The Corporation drew on the facility on November 30, 2017 and on December 14, 2017 and the value of the proceeds attributed to the warrants were $2,363 and $2,245 respectively was recorded in equity. Issuance cost related to the issuance of the Seventh Warrants, in the amount of $125, have been recorded against the deficit.

 

 

Prometic Life Sciences Inc.    21


Management Discussion & Analysis

 

The Corporation drew US$20 million on the credit facility by December 31, 2017 and has drawn another US$20 million in 2018. The total proceeds value allocated to the debt upon the draws in 2017 was $21,098. The fair value of the debt was determined using a discounted cash flow model for the debt instrument with a market interest rate of 16.4%. The fees incurred in regards of the credit facility, which comprise legal fees and also the 10,000,000 warrants issued upon signature of the credit facility, for a total of $5,473 have been recorded in the consolidated statement of financial position as deferred financing fees under other long-term assets and will be amortized and recognized into the consolidated statement of operations over the term of the credit facility.

FINANCIAL PERFORMANCE

Amounts in tables are expressed in thousands of Canadian dollars, except per share amounts.

Results of operations

The consolidated statement of operations for the quarter and year ended December 31, 2017 compared to the same periods in 2016 are presented in the following table.

 

     Quarter ended December 31,     Year ended December 31,  
     2017     2016     2017     2016  

Revenues

   $ 6,596     $ 4,111     $ 39,115     $ 16,392  

Expenses

        

Cost of sales and production

     2,428       2,416       10,149       7,632  

Research and development expenses

     28,202       27,995       100,392       87,615  

Administration, selling and marketing expenses

     8,781       11,986       31,441       28,471  

Bad debt expense

     20,491       837       20,491       837  

Loss (gain) on foreign exchange

     (1,427     (228     (726     423  

Finance costs

     2,639       1,349       7,965       4,527  

Loss on extinguishment of liabilities

     —         1,609       4,191       4,194  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss before income taxes

   $ (54,518   $ (41,853   $ (134,788   $ (117,307
  

 

 

   

 

 

   

 

 

   

 

 

 

Income tax recovery:

        

Current

     (4,913     (209     (3,165     (418

Deferred

     (7,959     (1,540     (11,587     (6,220
  

 

 

   

 

 

   

 

 

   

 

 

 
     (12,872     (1,749     (14,752     (6,638
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (41,646   $ (40,104   $ (120,036   $ (110,669
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to:

        

Owners of the parent

     (38,279     (37,308     (109,731     (100,807

Non-controlling interests

     (3,367     (2,796     (10,305     (9,862
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ (41,646   $ (40,104   $ (120,036   $ (110,669
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss per share

        

Attributable to the owners of the parent

        

Basic and diluted

   $ (0.05   $ (0.06   $ (0.16   $ (0.17
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of outstanding shares (in thousands)

     709,928       616,081       683,954       598,393  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

22     Prometic Life Sciences Inc.


Revenues

Total revenues for the year ended December 31, 2017 were $39.1 million compared to $16.4 million during the comparative period of 2016 which represent an increase of $22.7 million. Total revenues for the quarter ended December 31, 2017 were $6.6 million compared to $4.1 million during the comparative period of 2016, representing an increase of $2.5 million.

Revenues in 2017 and 2016 included revenues from the sale of goods and development service revenues while 2017 revenues also include milestone and licensing revenues and rental revenues. Revenues from the sale of goods, services, licensing and milestone achievements may vary significantly from period to period.

The following table provides the breakdown of total revenues by source for the quarter and year-ended December 31, 2017 compared to the corresponding period in 2016.

 

     Quarter ended December 31,      Year ended December 31,  
     2017      2016      2017      2016  

Revenues from the sale of goods

   $ 5,479      $ 3,291      $ 16,461      $ 12,892  

Milestone and licensing revenues

     —          —          19,724        —    

Revenues from the rendering of services

     880        691        1,930        3,371  

Rental revenue

     237        129        1,000        129  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 6,596      $ 4,111      $ 39,115      $ 16,392  
  

 

 

    

 

 

    

 

 

    

 

 

 

Revenues from the sale of goods were $16.5 million during the year ended December 31, 2017 compared to $12.9 million during the corresponding period of 2016, representing an increase of $3.6 million. Revenues from the sale of goods were $ 5.5 million during the fourth quarter of 2017 compared to $ 3.3 million during the corresponding period of 2016, representing an increase of $2.2 million. The increase for the year and the quarter ended December 31, 2017 is mainly due to the increase in revenues from the sale of goods from the Bioseparations segment generally denominated in GBP as the Corporation filled several large orders during the year. This increase in sales of goods in GBP was partially offset by a lower foreign exchange rate in the current year of approximately 8% compared to the prior year.

Milestone and licensing revenues for the year ended December 31, 2017, came from the small molecule therapeutics segment, were $19.7 million and pertain to a licensing agreement signed with Jiangsu Renshou Pharmaceutical Co, Ltd, during the third quarter of 2017. There were no milestone and licensing revenue in the year ended December 31, 2016.

These milestone and licensing revenues pertain to a licensing agreement entered into during the third quarter of 2017 with JRP. During the fourth quarter of 2017, the Corporation has written-off the related accounts receivable since the licensee had not remitted the funds associated with the license fee and initial milestone payment within the specified payment terms and the license agreement was subsequently terminated by Prometic in March 2018. For complete details regarding this transaction, please refer to the update provided under the Small molecule therapeutics segment business update section.

Service revenues were $1.9 million during the year ended December 31, 2017 compared to $3.4 million for the corresponding period of 2016, representing a decrease of $1.4 million that was mainly related to the reduction of the third-party service revenues in our Plasma-derived therapeutics segments of $ 0.9 million and in our Bioseparations segment of $0.5 million. Service revenues were $0.9 million during the fourth quarter of 2017 compared to $0.7 million during the corresponding period of 2016, representing an increase of $0.2 million, were entirely generated from our Bioseparations segment.

The Corporation also earns rental revenues from a lease of a portion of the plant space at the Belleville manufacturing facility already in place at the time of the Telesta acquisition and from subleasing the former Telesta head offices located in Montreal.

 

 

Prometic Life Sciences Inc.    23


Management Discussion & Analysis

 

Before reviewing the analyses pertaining to cost of sales and production and R&D expenses, it is important to explain how the advancement of the Corporation towards the commercialization of its first plasma-derived therapeutic plasminogen, has affected the comparability of the 2017 expenses compared to 2016. Prior to the third quarter 2016, all of the expenses incurred to produce plasma-derived therapeutics, including raw materials, were expensed as they were incurred and presented as R&D expenses. Starting in the third quarter of 2016, Prometic started capitalizing raw materials that could be used for the production of plasminogen. When the materials are used to produce therapeutics destined for commercial sales, this cost together with the related salary and manufacturing overhead expenses are capitalized as part of work in progress or finished goods inventories as the production takes place. The cost is carried as inventories until the product is sold at which time it will become cost of sales. If the materials are consumed to produce therapeutics for purposes other than commercial sale, for example clinical trial materials, then the raw materials inventory is expensed and the salaries and manufacturing overhead cost involved in the production are not capitalized. Also, some manufacturing salaries and overhead do not meet the criteria for inclusion into inventory. The non-capitalized production costs associated with the production of plasma-derived therapeutics for commercial sale are now included under cost of sales and production where as in the first half of 2016, all PBP plant and production costs were reported to R&D.

Cost of sales and production

Cost of sales and production were $10.1 million during the year ended December 31, 2017 compared to $7.6 million for the corresponding period in 2016, representing an increase of $2.5 million. The increase is partially due to the non-capitalized production costs of $1.6 million for the year ended December 31, 2017 pertaining to the production of commercial plasminogen inventory recognized under Cost of sales and production in 2017 whereas in 2016, such cost were entirely classified as R&D expenses since all the production of plasma-derived therapeutics in 2016 was destined to be used in the clinical trials. Also contributing is the increase in cost of sales and production of $0.6 million due to the increase in volume of sales of goods in our Bioseparations segment.

Cost of sales and production for the quarter ended December 31, 2017 and 2016 was stable at $2.4 million compared to $2.4 million.

Revenues from the sale of goods is composed of different products and the margins on individual products vary significantly. Several of our products are custom designed for specific customers. Since key customers tend to place significant orders that may not be repeated on a yearly basis, the sales for individual products, just like our product sales in general are quite variable. This is compounded by the fact that a high proportion of our sales in a given period usually come from a limited number of customers. If our larger customers purchase higher margin product or lower margin product, it will create volatility in our total margins and in the cost of goods sold from period to period. In addition, the size of the orders will affect the batch size used in production. Larger batch sizes render higher gross margins.

Research and development expenses

The R&D expenses for the quarter and the year ended December 31, 2017 compared to the same periods in 2016 broken down into its two main components are presented in the following table.

 

     Quarter ended December 31,      Year ended December 31,  
     2017      2016      2017      2016  

Manufacturing cost of therapeutics to be used in clinical trials

   $ 10,128      $ 10,396      $ 33,955      $ 33,176  

Other research and development expenses

     18,074        17,599        66,437        54,439  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total research and development expenses

   $ 28,202      $ 27,995      $ 100,392      $ 87,615  
  

 

 

    

 

 

    

 

 

    

 

 

 

R&D expenses were $100.4 million during the year ended December 31, 2017 compared to $87.6 million for the corresponding period in 2016, representing an increase of $12.8 million. R&D expenses remained stable at $28.2 million during the quarter ended December 31, 2017 compared to $28.0 million for the corresponding period in 2016.

 

 

24     Prometic Life Sciences Inc.


R&D expenses include the manufacturing cost of plasma-derived and small molecule therapeutics to be used in clinical trials and for the development of our production processes. The plasma-derived therapeutics are produced at the Laval plant and the Winnipeg CMO while the small molecule therapeutics are manufactured by a third party for Prometic. The manufacturing cost of these therapeutics was $34.0 million during the year ended December 31, 2017 compared to $33.2 million during the year ended December 31, 2016, representing an increase of $0.8 million.

The manufacturing cost of plasma-derived and small molecule therapeutics to be used in clinical trials and for the development of our production processes was $10.1 million during the three months ended December 31, 2017 compared to $10.4 million during the corresponding period of 2016, representing a decrease of $0.3 million.

Despite the fact that the manufacturing cost of therapeutics has remained relatively stable, it is important to note that the inventory balance at December 31, 2017 is significantly higher than in the prior year as a portion of the inventory is being capitalized since the inventory is destined to be sold or used to produce therapeutics destined for commercial use. This also reflects the absorption of costs associated with the increase in capacity at the Laval production facility resulting from an increase in headcount that has enabled around the clock production activities five days a week.

Other R&D expenses were $66.4 million during the year ended December 31, 2017 compared to $54.4 million for the corresponding period in 2016, representing an increase of $12.0 million. The increase is partially due to higher salary and benefit expenditures including share-based payment expenses by approximately $6.4 million reflecting the increase in employees working on the clinical trials and at our research centers. In addition, Contract Research Organizations (“CRO”) and investigator expenses incurred in relation to the clinical trials and pre-clinical activities increased by $2.3 million reflecting the increase in the number of trials in progress over the course of the year, the duration and higher patient enrolment of the trials.

Other R&D expenses were relatively stable at $18.1 million during the three months ended December 31, 2017 compared to $17.6 million for the corresponding period in 2016.

Administration, selling and marketing expenses

Administration, selling and marketing expenses were $31.4 million during the year ended December 31, 2017 compared to $28.5 million for the corresponding period in 2016, representing an increase of $3.0 million. The increase is mainly attributable to the increase in expenses of $3.0 million incurred in relation to the preparation for the plasminogen launch and an increase in salary and benefit expenditures including share-based payment expenses resulting from an overall increase in headcount.

Administration, selling and marketing expenses were $8.7 million during the quarter ended December 31, 2017 compared to $12.0 million for the corresponding period in 2016, representing a decrease of $3.2 million. The decrease is mainly attributable to the severance cost recorded in the quarter ended December 31, 2016 of $2.1 million in relation to the Telesta rationalisation efforts. No such transactions occurred in the current period.

Bad debt expense

Bad debt expense were $20.5 million during the year and the quarter ended December 31, 2017 compared to $0.8 million for the corresponding periods in 2016, representing an increase of $19.7 million. The current year expense is due to the write-off, affecting the fourth quarter of 2017, of the amounts due from JRP in regards to a license agreement. The licensee having not remitted funds associated with the license fee and initial milestone payment within the specified payment terms was consequently in breach of the agreement. As a result, the Corporation was in a position to exercise its contractual rights and opted to terminate the agreement in March 2018, thereby returning all the rights previously conferred under the license agreement back to Prometic.

 

 

Prometic Life Sciences Inc.    25


Management Discussion & Analysis

 

Share-based payments expense

Share-based payments expense represents the expense recorded as a result of stock options and restricted stock units issued to employees and board members. This expense has been recorded as follows:

 

     Quarter ended December 31,      Year ended December 31,  
     2017      2016      2017      2016  

Cost of sales and production

   $ 71      $ 151      $ 370      $ 261  

Research and development expenses

     1,280        1,819        4,150        3,052  

Administration, selling and marketing expenses

     1,220        1,894        4,142        3,550  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 2,571      $ 3,864      $ 8,662      $ 6,863  
  

 

 

    

 

 

    

 

 

    

 

 

 

Share-based payments expense were $8.7 million during the year ended December 31, 2017 compared to $6.9 million during the corresponding period of 2016, representing an increase of $1.8 million. Share-based payments were $2.6 million during the quarter ended December 31, 2017 compared to $3.9 million during the corresponding period of 2016, representing a decrease of $1.3 million. These variations are mainly explained by the fact that there were less RSU that vested in the quarter ended December 31, 2017 compared to the corresponding period 2016 but a higher number of RSU that vested overall in the year ended December 31, 2017 compared to last year.

The RSU expense may vary significantly from period to period as certain milestones are met, others increase or decrease in likelihood as projects advance and the time to achieve the milestones before the RSU expiry decreases.

Finance costs

Finance costs were $8.0 million for the year ended December 31, 2017 compared to $ 4.5 million during the corresponding period of 2016, representing an increase of $3.4 million. Finance costs were $2.6 million for the quarter ended December 31, 2017 compared to $ 1.3 million during the corresponding period of 2016, representing an increase of $1.3 million. This increase reflects the higher level of debt during the year ended December 31, 2017 compared to the same period of 2016 reflecting the increase in the OID loans, the amounts drawn on the non-revolving credit facility agreement and the debt acquired in the Telesta business combination in October 2016.

Loss on extinguishment of liabilities

In 2017 and 2016, SALP, the holder of the long-term debt, used the set off of principal right under the loan agreements, to settle the amounts due to the Corporation following its participation in several private placements over the course of both years. These transactions were accounted for as an extinguishment of a portion of an OID loan and the difference between the adjustment to the carrying value of the loan and the amount recorded for the shares issued, was recorded as a loss on extinguishment of debt.

 

   

On July 6, 2017, the face value of the third OID loan was reduced by $8.6 million, from $39.2 million to $30.6 million. The reduction of $8.6 million is equivalent to the value of 5,045,369 common shares issued at the agreed price of $1.70. A loss on extinguishment of $4.2 million was recognized on this transaction.

 

   

On May 25, 2016, the face value of the second OID loan was reduced by $6.0 million from $31.3 million to $25.3 million. The reduction of $6.0 million is the equivalent to the value of 1,921,776 common share issued at the agreed price of $3.10. A loss on extinguishment of $2.6 million was recognized on this transaction.

 

   

On October 31, 2016, the face value of the second OID loan was reduced by $4.2 million, from $25.3 million to $21.2 million. The reduction of $4.2 million is the equivalent to the value of 1,401,632 common shares issued at the agreed price of $2.98. A loss on extinguishment of $1.6 million was recognized on this transaction.

 

 

26     Prometic Life Sciences Inc.


Income taxes

The Corporation recorded a current income tax recovery of $3.2 million during the year ended December 31, 2017 compared to $0.4 million for the corresponding period of 2016, representing an increase of $ 2.7 million. The increase is principally due to the increase in refundable R&D tax credits in the U.K. by $4.2 million reflecting the fact that we have increased our R&D activities in that country over the past two years. This was partially offset by a reduction in the withholding taxes receivable of $1.0 million taken by the Corporation as a precaution not to overstate the receivable while it continues to work with a consultant to determine the recoverability of withholding taxes withheld on prior years ’ transactions. The current income tax recovery was $4.9 million during the quarter ended December 31, 2017 compared to $0.2 million for the corresponding period of 2016, representing an increase of $4.7 million. The increase is mainly due to the recognition of R&D tax credits for the U.K. and the reversal of the current income tax expense recognized during the third quarter representing the withholding tax of $2.0 million expected to be paid on the milestone and licensing revenues recognized in the third quarter of 2018 which will no longer be the case now that the licensing agreement has been terminated. This was partially offset by the reduction in withholding taxes receivable of $1.0 million referred to above.

The Corporation recorded a deferred income tax recovery of $11.6 million during the year ended December 31, 2017 compared to $6.2 million for the corresponding period of 2016, representing an increase of $5.4 million. The Corporation recorded a deferred income tax recovery of $8.0 million during the quarter ended December 31, 2017 compared to $1.5 million for the corresponding period of 2016, representing an increase of $6.4 million. The main reason for these income tax recoveries comes from to the recognition of deferred tax assets pertaining to the unused tax losses attributable to Prometic as a partner in NantPro, our partnership with NantPharma to develop and commercialize IVIG for the U.S. market. The tax loss incurred to develop and commercialize IVIG in 2017 was similar to 2016. The significant increase in the deferred income tax recovery relates to the change in the US federal income tax rate from 35% to 21%, producing a significant decrease in the deferred tax liability that was recognized in the business combination of NantPro.

Net loss

The Corporation incurred a net loss of $120.0 million during the year ended December 31, 2017 compared to a net loss of $110.7 million for the corresponding period of 2016, representing an increase in the net loss of $9.4 million. The net loss in 2017 is higher due to the increase in R&D, cost of sales and production, administration, selling and marketing expenses and finance cost respectively of $12.8 million, $2.5 million, $22.6 million and $3.4 million in the year ended December 31, 2017 compared to the corresponding period of 2016. This was partially offset by the increase in the recognition of deferred income tax recovery of $5.4 million during the year ended December 31, 2017 compared to the corresponding period in 2016.

The Corporation incurred a net loss of $41.6 million during the quarter ended December 31, 2017 compared to a net loss of $40.1 million for the corresponding period of 2016, representing an increase in net loss of $1.5 million. The net loss is higher mainly due to the increase in bad debt expense of $19.7 million explained by to the recognition of a bad debt provision for the JRP receivable. This was partially offset by increase in the income tax recovery respectively of $11.1 million and in revenues of $2.5 million compared to the corresponding period of 2016.

 

 

Prometic Life Sciences Inc.    27


Management Discussion & Analysis

 

EBITDA analysis

The Adjusted EBITDA for the Corporation for the quarter and the year ended December 31, 2017 and 2016 are presented in the following tables:

 

     Quarter ended December 31,      Year ended December 31,  
     2017      2016      2017      2016  

Net loss

   $ (41,646    $ (40,104    $ (120,036    $ (110,669

Adjustments to obtain Adjusted EBITDA

           

Loss (gain) on foreign exchange

     (1,427      (228      (726      423  

Finance costs

     2,639        1,349        7,965        4,527  

Loss on extinguishment of liabilities

     —          1,609        4,191        4,194  

Income tax recovery

     (12,872      (1,749      (14,752      (6,638

Depreciation and amortization

     1,310        912        4,576        3,250  

Share-based payments expense

     2,571        3,864        8,662        6,863  
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ (49,425    $ (34,347    $ (110,120    $ (98,050
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA is a non-GAAP measure that is not defined or standardized under IFRS and it is unlikely to be comparable to similar measures presented by other companies. The Corporation believes that Adjusted EBITDA provides an additional insight in regards to the cash used in operating activities on an on-going basis. It also reflects how management analyzes the Corporation’s performance and compares that performance against other companies. In addition, we believe that Adjusted EBITDA is a useful measure as some investors and analysts use EBITDA and similar measures to compare the Corporation against other companies.

Total Adjusted EBITDA for the Corporation was $(110.1) million for the year ended December 31, 2017 compared to $(98.1) million for the comparative period of 2016, representing an decrease in Adjusted EBITDA of $12.1 million. This decrease is caused by the increase, R&D expenditures and administration selling and marketing respectively of $12.8 million and $2.5 million during the year ended December 31, 2017 compared to the corresponding period in 2016. The licensing agreement with JRP had no net impact on the Adjusted EBITDA for the year ended December 31, 2017.

Total Adjusted EBITDA was $(49.4) million for the quarter ended December 31, 2017 compared to $(34.3) million for the comparative period of 2016, representing a decrease in Adjusted EBITDA of $15.1 million. This decrease in Adjusted EBITDA was mainly explained by the increase in bad debt expense of $19.7 million during the quarter ended December 31, 2017 compared to the corresponding period in 2016. This was partially offset by the increase in revenue in the quarter of $2.5 million and lower administration, selling and marketing by $3.2 million over the same period.

 

 

28     Prometic Life Sciences Inc.


Segmented information analysis

For the year ended December 31, 2017 and 2016

The loss for each segment and the net loss before income taxes for the total Corporation for the year ended December 31, 2017 and 2016 are presented in the following table:

 

For the year ended December 31, 2017

  

Bioseparations

   

Plasma-derived
therapeutics

   

Small
molecule
therapeutics

   

Reconciliation
to statement
of operations

   

Total

 

External revenues

   $ 16,802     $ 2,490     $ 19,724     $ 99     $ 39,115  

Intersegment revenues

     1,566       39       —         (1,605     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     18,368       2,529       19,724       (1,506     39,115  

Cost of sales and production

     7,877       4,014       —         (1,742     10,149  

R&D - Manufacturing cost of therapeutics to be used in clinical trials

     —         32,766       1,755       (423     34,098  

R&D - Other expenses

     7,301       40,958       17,426       609       66,294  

Administration, selling and marketing expenses

     2,719       13,539       3,633       11,550       31,441  

Bad debt expense

     —         —         20,491       —         20,491  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ 471     $ (88,748   $ (23,581   $ (11,500   $ (123,358

Gain on foreign exchange

             (726

Finance costs

             7,965  

Loss on extinguishment of liabilities

             4,191  
          

 

 

 

Net loss before income taxes

           $ (134,788
          

 

 

 

Other information

          

Depreciation and amortization

   $ 907     $ 2,880     $ 428     $ 361     $ 4,576  

Share-based payment expense

     394       2,269       1,509       4,490       8,662  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the year ended December 31, 2016 (restated)

  

Bioseparations

   

Plasma-derived
therapeutics

   

Small
molecule
therapeutics

   

Reconciliation
to statement
of operations

   

Total

 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

External revenues

   $ 13,725     $ 2,538     $ —       $ 129     $ 16,392  

Intersegment revenues

     2,410       184       —         (2,594     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     16,135       2,722       —         (2,465     16,392  

Cost of sales and production

     8,087       1,435       —         (1,890     7,632  

R&D - Manufacturing cost of therapeutics to be used in clinical trials

     —         32,759       894       (477     33,176  

R&D - Other expenses

     6,336       34,852       13,338       (87     54,439  

Administration, selling and marketing expenses

     3,274       6,788       3,310       15,099       28,471  

Bad debt expense

     —         837       —         —         837  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment loss

   $ (1,562   $ (73,949   $ (17,542   $ (15,110   $ (108,163

Loss on foreign exchange

             423  

Finance costs

             4,527  

Loss on extinguishment of liabilities

             4,194  
          

 

 

 

Net loss before income taxes

           $ (117,307
          

 

 

 

Other information

          

Depreciation and amortization

   $ 898     $ 1,801     $ 352     $ 199     $ 3,250  

Share-based payment expense

     276       1,345       1,316       3,926       6,863  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

Prometic Life Sciences Inc.    29


Management Discussion & Analysis

 

Bioseparations segment

The revenues for the Bioseparations segment are generated mainly from sales of goods and the provision of resin development services to external customers but the segment also generates the same type of revenues from its transactions with the Plasma-derived therapeutics segment. Revenues for the segment increased by $ 2.2 million for the year ended December 31, 2017 compared to the corresponding period of 2016 of which $3.1 million is an increase due to the external revenues. Period over period, the sales of goods and the service revenues to third parties, mainly denominated in GBP, were higher in 2017 by $2.4 million GBP as the segment received several large orders from existing customers.

R&D expenditures were higher by $1.0 million in 2017 as the segment increased its R&D activities to develop new affinity resins that will eventually be used by the plasma therapeutic segment’s manufacturing process to permit the extraction and purification of additional proteins, and increasing the sale of Bioseparation products in the years to come.

The Bioseparations segment presented a gain of $0.5 million during the year ended December 31, 2017 and a loss of $1.6 million during the corresponding period in 2016. The main reason for the decrease in the segment loss pertains to the increase in revenues of $2.2 million while cost of sales and production increased only slightly due to the products sold generating a strong margin. This was partially offset by higher R&D expenses.

Plasma-derived therapeutic segment

The revenues for the Plasma-derived therapeutics segment are generated from the sales of specialty plasma to third parties, the provision of services to licensees and since the acquisition of Telesta, some rental revenues coming from the leasing of a portion of the Belleville plant. Revenues from the segment were at similar levels during both years as the decrease in service revenues of $1.0 million was mostly offset by an increase of rental revenues of $0.9 million.

The segment loss increased by $14.8 million for the year ended December 31, 2017 compared to the corresponding period in 2016. The increase in loss is mainly due to the higher Other R&D expenses by $6.1 million and administration, selling and marketing expenses by $6.8 million. These increases are generally explained by higher consulting fees and employee compensation expenditures as the segment is ramping up for the plasminogen launch. The cost of providing product to clinical trial patients in the period to anticipated launch is also included. During the year, the segment has hired additional employees that will be ensuring the promotion and marketing of Ryplazim TM, ensuring compliance with the governmental reporting requirements once the Corporation will start selling therapeutics, the logistics with our specialty pharmacy and specialty distributors and that will be liaising with the health care providers ensuring a safe and optimal use for the product (medical sales liaison). Finally, the administrative support that the segment receives from the head office increased as more resources are used to support this growing business.

Small molecule therapeutics segment

The revenues for the Small molecule therapeutics segment are generated from licence agreements with third parties. Revenue from the segment increased by $19.7 million following the closing of a licensing agreement with JRP and the recognition of licensing and milestone revenues pertaining to the transaction during the year.

As previously mentioned, during the fourth quarter of 2017, the Corporation has written-off the related accounts receivable since the licensee had not remitted the funds associated with the license fee and initial milestone payment within the specified payment terms and the license agreement was subsequently terminated by Prometic.

The Small molecule therapeutics segment generated a segment loss of $23.6 million for the year ended December 31, 2017 compared to a segment loss of $17.5 million last year which represents an increase of $6.0 million compared to the corresponding period in 2016. The increase is mainly due to an increase in manufacturing cost of therapeutics to be used in clinical trials of $0.9 million and higher other research and

 

30     Prometic Life Sciences Inc.


development expenses of $ 4.1 million resulting from an increase in the clinical and pre-clinical cost of $3.0 million and an increase in salary and benefit expense due to increases in headcount of $ 1.1 million. The JRP licensing transaction had no net impact on the segment’s results for the year ended December 31, 2017.

For the quarters ended December 31, 2017 and 2016

The loss for each segment and the net loss before income taxes for the total Corporation for quarters ended December 31, 2017 and 2016 are presented in the following tables.

 

For the quarter ended December 31, 2017

   Bioseparations     Plasma-derived
therapeutics
    Small
molecule
therapeutics
    Reconciliation
to statement
of operations
    Total  

External revenues

   $ 6,138     $ 425     $ —       $ 33     $ 6,596  

Intersegment revenues

     107       12       —         (119     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     6,245       437       —         (86     6,596  

Cost of sales and production

     1,984       1,119       (533     (142     2,428  

R&D - Manufacturing cost of therapeutics to be used in clinical trials

     —         10,568       306       (603     10,271  

R&D - Other expenses

     1,853       10,569       4,902       607       17,931  

Administration, selling and marketing expenses

     794       4,267       841       2,879       8,781  

Bad debt expense

     —         —         20,491       —         20,491  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ 1,614     $ (26,086   $ (26,007   $ (2,827   $ (53,306

Gain on foreign exchange

             (1,427

Finance costs

             2,639  
          

 

 

 

Net loss before income taxes

           $ (54,518
          

 

 

 

Other information

          

Depreciation and amortization

   $ 271     $ 823     $ 118     $ 98     $ 1,310  

Share-based payment expense

     103       717       492       1,259       2,571  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the quarter ended December 31, 2016 (restated)

   Bioseparations     Plasma-derived
therapeutics
    Small
molecule
therapeutics
    Reconciliation
to statement
of operations
    Total  

External revenues

   $ 2,962     $ 1,020     $ —       $ 129     $ 4,111  

Intersegment revenues

     547       162       —         (709     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     3,509       1,182       —         (580     4,111  

Cost of sales and production

     2,173       706       —         (463     2,416  

R&D - Manufacturing cost of therapeutics to be used in clinical trials

     —         10,297       94       5       10,396  

R&D - Other expenses

     1,650       11,292       4,729       (72     17,599  

Administration, selling and marketing expenses

     632       2,558       1,144       7,652       11,986  

Bad debt expense

     —         837       —         —         837  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment loss

   $ (946   $ (24,508   $ (5,967   $ (7,702   $ (39,123

Gain on foreign exchange

             (228

Finance costs

             1,349  

Loss on extinguishment of liabilities

             1,609  
          

 

 

 

Net loss before income taxes

           $ (41,853
          

 

 

 

Other information

          

Depreciation and amortization

   $ 223     $ 536     $ 97     $ 56     $ 912  

Share-based payment expense

     89       691       894       2,190       3,864  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Bioseparations segment

Revenues for the segment increased by $ 2.7 million for the quarter ended December 31, 2017 compared to the corresponding period of 2016 mainly as a result of higher product sales to third parties which increased by $3.2 million.

The Bioseparations segment had a profit of $1.6 million during the quarter ended December 31, 2017 compared to a loss of $0.9 million during the quarter ended December 31, 2016, representing an increase in segment profit of $2.6 million. This increase is mainly explained by the increase in external revenues in the quarter of $3.2 million while cost of sales and production remained flat despite the revenue increase due to the products sold generating a strong margin and also due to an adjustment of manufacturing overhead allocation which resulted in additional overhead being capitalized to inventories.

 

Prometic Life Sciences Inc.    31


Management Discussion & Analysis

 

Plasma-derived therapeutics segment

The segment loss for plasma-derived therapeutics increased by $1.6 million for the quarter ended December 31, 2017 compared to the corresponding period of 2016. The segment loss increase is mainly due to the increase in administration, selling and marketing of $ 1.7 million and the decrease in revenue of $0.7 million. The increase in administration, selling a marketing expenses is mainly due to the increase in consulting expenses incurred in preparation for the plasminogen launch and the administrative support that the segment receives from the head office as more resources are used to support this growing business. The decrease in revenue was mainly due to the decrease of $0.6 million generated from the sales of specialty plasma to third parties during the quarter ended December 31, 2017 compared to the prior period. The increase in cost of sales and production is mainly explained by manufacturing salaries and overhead that did not meet the criteria for inclusion in the cost of inventories carried on the statement of financial position in the fourth quarter of 2017 of $0.7 million and therefore remained as cost of production in the statement of operations.

Small molecule therapeutics segment

The segment loss for Small molecule therapeutics segment increased by $ 20.0 million for the quarter ended December 31, 2017 compared to the corresponding period of 2016. The segment loss increase is mainly due to the increase in bad debt expense of $20.5 million due to the write-off of the JRP receivable to bad debt expense

 

32     Prometic Life Sciences Inc.


Financial condition

The consolidated statements of financial position at December 31, 2017 and December 31, 2016 are presented in the following table followed by a discussion of the key changes in the statement of financial position between both dates.

 

     2017     2016  

Cash and cash equivalents

   $ 23,166     $ 27,806  

Marketable securities and short-term investments

     —         11,063  

Accounts receivable

     6,839       8,379  

Income tax receivable

     4,116       411  

Inventories

     36,013       13,658  

Prepaids

     2,141       2,944  
  

 

 

   

 

 

 

Total current assets

     72,275       64,261  

Long-term income tax receivable

     108       1,020  

Other long-term assets

     8,663       3,223  

Capital assets

     45,254       41,193  

Intangible assets

     156,647       155,487  

Deferred tax assets

     926       110  
  

 

 

   

 

 

 

Total assets

   $ 283,873     $ 265,294  
  

 

 

   

 

 

 

Accounts payable and accrued liabilities

   $ 29,954     $ 23,835  

Advance on revenues from a supply agreement

     1,901       345  

Current portion of long-term debt

     3,336       5,802  

Deferred revenues

     829       2,076  
  

 

 

   

 

 

 

Total current liabilities

     36,020       32,058  

Long-term portion of advance on revenues from a supply agreement

     —         1,822  

Long-term portion of operating and finance lease inducements and obligations

     2,073       1,007  

Other long-term liabilities

     3,335       3,446  

Long-term debt

     83,684       42,313  

Deferred tax liabilities

     15,330       25,305  
  

 

 

   

 

 

 

Total liabilities

   $ 140,442     $ 105,951  
  

 

 

   

 

 

 

Share capital

   $ 575,150     $ 480,237  

Contributed surplus

     16,193       12,919  

Warrants and future investment rights

     73,944       64,201  

Accumulated other comprehensive loss

     (1,622     (1,964

Deficit

     (541,681     (423,026
  

 

 

   

 

 

 

Equity attributable to owners of the parent

     121,984       132,367  

Non-controlling interests

     21,447       26,976  
  

 

 

   

 

 

 

Total equity

     143,431       159,343  
  

 

 

   

 

 

 

Total liabilities and equity

   $ 283,873     $ 265,294  
  

 

 

   

 

 

 

Cash and short-term investments

Cash, cash equivalents, marketable securities and short-term investments decreased by $15.7 million at December 31, 2017 compared to December 31, 2016. Cash and short-term investments balances are directly influenced by the timing and size of financing events and operating revenues and expenditures. Cash flows and liquidity are discussed in detail further in the MD&A.

Accounts receivable

Accounts receivable decreased by $1.5 million at December 31, 2017 compared to December 31, 2016.

Income tax receivable

Current income tax receivable increased by $3.7 million at December 31, 2017 compared to December 31, 2016 mainly due to the increase in the refundable R&D tax credits recognized on operations in the U.K.

 

Prometic Life Sciences Inc.    33


Management Discussion & Analysis

 

The long-term income tax receivable decreased by $0.9 million as the Corporation reduced the receivable as a precaution not to overstate it while it continues to work with a consultant to determine the recoverability of withholding taxes withheld on prior years’ transactions and removed the receivable due to its uncertainty.

Inventories

Inventories increased by $22.4 million at December 31, 2017 compared to December 31, 2016. The increase in inventory is due to the Corporation’s manufacturing of plasminogen in anticipation of the commercial launch of the therapeutic resulting in a value of work in progress inventory for plasminogen of $6.8 million being carried at December 31, 2017 as well as a build-up in unprocessed plasma inventories of $14.9 million over prior year end levels.

Other long-term assets

Other long-term assets increased by $5.4 million at December 31, 2017 compared to December 31, 2016. The increase is mainly due to the $5.3 million in fees incurred in establishing the non-revolving credit facility, principally consisting of the value of the Seven Warrants issued to SALP and legal fees, which have been recorded as deferred financing costs and will be amortized over the two year term of the non-revolving credit facility.

Capital assets

Capital assets increased by $4.1 million at December 31, 2017 compared to December 31, 2016. The increase is due to the acquisition of production equipment installed and used at the CMO plant in Winnipeg. The equipment installed at the CMO can be relocated to other sites as needed. The increase is also due to laboratory equipment acquired under finance lease for Prometic’s research facility in Rockville.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities increased by $ 6.1 million at December 31, 2017 compared to December 31, 2016 mainly due to the increase in account payable and the current portion of operating and finance lease inducements and obligations. This was partially offset by a decrease in wages and severances payable as the severances relating to the Telesta rationalization in 2016 were almost entirely settled.

Long-term debt

Long-term debt increased by $38.9 million at December 31, 2017 compared to December 31, 2016. The increase results primarily from the drawdowns on the non-revolving credit facility in November and December 2017 and the issuance of the third OID loan in April 2017 that resulted in an increase in long-term debt at the dates of these transactions of $21.1 million and $18.4 million, respectively. The interest accretion on the long-term debt during the year ended December 31, 2017 were $7.7 million. Those increases were partially offset by repayment made on long-term debt of $3.6 million and the July 2017 transaction whereby, the holder of the long-term debt used the set off of principal right under the loan agreements to settle the amounts due to the Corporation following its participation in a private placement on July 6, 2017. As a result of that transaction, the carrying amount of the long-term debt was reduced by $4.1 million.

Deferred tax liabilities

Deferred tax liabilities decreased by $ 10.0 million at December 31, 2017 compared to December 31, 2016 due mainly to the decrease the U.S. federal tax rate from 35% to 21% which is applied to calculate the deferred tax liabilities, following a U.S. tax reform in 2017 which was partially offset by the recognition of deferred income tax assets on NantPro losses during the year ended December 31, 3017.

Share Capital

Share capital increased by $94.9 million at December 31, 2017 compared to December 31, 2016 following the issuance of shares resulting from the July 2017 bought deal with gross proceeds of $53.1 million and the non-cash private placement concluded on July 2017 which was accounted for at the fair value of the share at the date of the transaction for a total of $8.3 million. The share capital also increased because of the exercise of the future investment rights for which the Corporation received gross proceeds of $21.1 million and the shares issued pursuant to restricted share unit plan by $5.1 million.

 

34     Prometic Life Sciences Inc.


Contributed surplus

Contributed surplus increased by $3.3 million at December 31, 2017 compared to December 31, 2016. The increase is principally due to the recognition of share-based payment expense of $8.7 million during the year ended December 31, 2017. This increase was partially offset by the shares issued pursuant to restricted share unit plan of $5.1 million.

Warrants and future investment rights

Warrants and future investment rights increased by $9.7 million at December 31, 2017 compared to December 31, 2016 mainly due to the recognition of the vested portion of the Seventh Warrants which were issued on November 30, 2017, pursuant to entering into a non-revolving credit facility agreement. As of December 31, 2017, 20 million of those warrants have vested and have been recognized for an amount of $9.3 million. The warrants and future investment rights also increased because of the 10,600,407 warrants, the Sixth Warrants, issued in the financing transaction with SALP in April 2017, amounting to $6.5 million. This increase was partially offset by the exercise of all of the future investment rights in February 2017 resulting in a reduction of $6.5 million.

Non-controlling interests (“NCI”)

The non-controlling interests decreased by $5.5 million at December 31, 2017 compared to December 31, 2016. The variation in the NCI between December 31, 2017 and December 31, 2016 is shown below:

 

Balance at December 31, 2016

   $ 26,976  

Share in losses

     (10,305

Share in Prometic’s funding of NantPro

     4,776  
  

 

 

 

NCI balance at December 31, 2017

   $ 21,447  
  

 

 

 

Cash flow analysis

The consolidated statements of cash flows for the year ended December 31, 2017 and the comparative period in 2016 are presented below.

 

     Year ended December 31,  
     2017      2016  

Cash flows used in operating activities

   $ (122,573    $ (97,693

Cash flows from financing activities

     117,452        86,938  

Cash flows from investing activities

     1,119        9,900  
  

 

 

    

 

 

 

Net change in cash and cash equivalents during the year

     (4,002      (855

Net effect of currency exchange rate on cash and cash equivalents

     (638      (624

Cash and cash equivalents, beginning of year

     27,806        29,285  
  

 

 

    

 

 

 

Cash and cash equivalents, end of the year

   $ 23,166      $ 27,806  
  

 

 

    

 

 

 

Cash flow used in operating activities increased by $24.9 million during the year ended December 31, 2017 compared to the same period in 2016. The increase is due mainly to the increase in non-cash working capital items, namely inventories of $22.4 million which is related to the build-up in commercial and unprocessed plasma inventories and the increase in operating costs. This was partially offset by the increase in accounts payables and accrued liabilities.

Cash flows from financing activities increased by $30.5 million during the year ended December 31, 2017 compared to the same period in 2016 principally due to the exercise of the future investment rights of $21.1 million and the increase in proceeds from debt and warrant issuances of $20.7 million during the year ended December 31, 2017 compared to prior period. This was partially offset by a decrease in proceeds from share issuances by $7.0 million.

 

Prometic Life Sciences Inc.    35


Management Discussion & Analysis

 

Cash flows from investing activities decreased by $ 8.8 million during the year ended December 31, 2017 compared to the same period in 2016 mainly due to the $13.5 million cash and cash equivalents acquired from the Telesta business combination in 2016. Cash invested in capital assets decreased by $6.4 million in 2017 mainly explained by a reduction in the investment in the equipment at the Winnipeg CMO facility as the project came to its completion in 2017.

USE OF PROCEEDS

On July 6, 2017, the Corporation issued common shares following a bought deal public offering. The net proceeds received upon closing of the transaction were $49.4 million.

The following table presents how the proceeds were used compared to the combined estimates, per type of activity, provided by the Corporation at the time of each prospectus.

 

     Total disbursements
at December 31, 2017
     Expenditure
estimate
provided in
Prospectus
 

The investment in ongoing Plasminogen and Intravenous Immunoglobulin (“IVIG”) clinical trials and the IVIG Biologics License Application

   $ 18,240      $ 10,000  

The investment in the sales and marketing infrastructure necessary for the commercialization of Plasminogen and IVIG

     12,898        5,000  

The advancement of new clinical indications for Plasminogen including wound healing, tympanic repairs and severe burns and the advancement of other protein therapeutics

     3,582        10,000  

The advancement of pivotal clinical programs, and pre-clinical costs relating to our orally active anti-fibrotic drug candidate PBI-4050 such as idiopathic pulmonary fibrosis and chronic kidney diseases

     4,896        8,000  

The pre-clinical and scale-up of PBI-4050 follow-on drug candidates and their advancement into clinical trial stages

     3,046        4,000  

The expansion of plasma collection and processing capabilities related to the plasma derived therapeutics

     4,338        10,000  

General working capital

     2,400        2,400  
  

 

 

    

 

 

 
   $ 49,400      $ 49,400  
  

 

 

    

 

 

 

Disbursements were made towards the advancement of the plasminogen and IVIG clinical trials, the preparation work towards the filing of the BLA for IVIG and supporting the review by the FDA of the congenital plasminogen deficiency BLA. Those cost are mainly related to CRO, investigator as well as manufacturing cost of the drug substance for the clinical trials. The costs of the therapeutics used in the clinical trials and to keep those patients on the treatment plan after they have completed the number of weeks required by the study up to the expected date of approval of the therapeutic is the main reason for the higher spend than originally expected.

Investments were also made in an effort to build an infrastructure to support the sales and marketing force for the commercialization of plasminogen and medical support to the health care practitioners. The structures now being put in place will also serve for the eventual commercialization of IVIG. Those investments are mainly related to headcount, consultant and information systems expenses. It also includes the build-up of our inventory in preparation for the commercial launch and this is the main reason for the higher spending than was originally estimated in this category.

 

36     Prometic Life Sciences Inc.


The advancement on the new indications for plasminogen as progressed well as we have received the clearance from the Swedish Medical products agency to initiate both the chronic tympanic membrane performance and the diabetic foot ulcer phase 2 clinical trials. The cost from those operations are mainly internal costs and R&D consultant expenses.

The disbursements made towards the advancement of the PBI-4050 clinical programs include our internal costs to support the on-going trials, the research for potential additional indications that could benefit from this drug, the preparations for the filing of INDs and to launch new trials such as the upcoming CFRD trial and IPF in the U.S. They also include disbursements made to consultants, expenditures in regards to the clinical sites and drug substance manufacturing costs for the three on-going clinical trials for PBI-4050.

The disbursements regarding follow-on drug candidates to PBI-4050 mainly involve our internal cost to support the pre-clinical research in addition to external analysis and consulting expenses.

The disbursements regarding the expansion of the manufacturing capabilities related to the plasma-derived therapeutics include expenditures on production equipment, acquired and installed at the Winnipeg CMO, in order to increase our manufacturing capabilities to supply the product requirements for the clinical trials and in view of the eventual sale of commercial products. This figure also includes investment in production equipment at the Isle of Man Bioseparations production facility to increase the manufacturing output level of resins used in the PPPS process as well as the investment in equipment at our plasma collection centers in Winnipeg which was completed to increase the collection capacity in order to increase the Corporation’s supply chain for plasma.

Although there has been higher than anticipated spending in relation to congenital plasminogen deficiency trials as well as greater inventory build reflecting an investment in the commercialisation infrastructure, the Corporation has been able to continue other key programs at the anticipated pace while seeking cost reductions in their execution. Additional savings have been achieved by refocusing the R&D programs of the Corporation.

LIQUIDITY AND CONTRACTUAL OBLIGATIONS

At December 31, 2017, the Corporation’s working capital is a surplus of $36.3 million.

The Corporation funds its research and development activities with profits generated from the sale of Bioseparation products to third parties, the revenues it receives from licensing agreements, and periodically from the issuance of shares, warrants and long-term debt. Depending on the licensing agreements or agreements entered into with third parties to jointly develop a therapeutic for a certain health indication and market, the Corporation will likely need to secure additional financing to finance its R&D activities until such time as the plasma-derived therapeutics that are currently at the BLA stage (plasminogen for congenital deficiency) and still in phase 3 clinical trials (IVIG for PIDD), are commercialized and generating revenues.

As the Corporation evolves its scale-up plans for both production capacity and plasma sourcing, the level of likely future investment required will be determined by the decision to scale-up in-house or via outsourcing to third parties. The Corporation’s capacity to successfully attract new financings will depend namely on the attractiveness of Prometic’s common shares to investors, which will be influenced by many factors including the success of our regulatory filings and with the clinical trials as they progress and the market, risks and economics merits of our projects.

 

Prometic Life Sciences Inc.    37


Management Discussion & Analysis

 

Looking forward, there are several transactions that may generate additional cash inflows that will support the ongoing operation expenditures such as:

 

   

in January and February 2018, the Corporation has drawn an additional US$20.0 million on the first US$40 million tranche of credit available under the non-revolving credit facility with SALP. The second US$40 million will become available to draw upon if the conditions required for the tranche’s funds are met;

 

   

on March 14, 2018, the Corporation filed a final shelf prospectus valid for a period of 25 months that would enable a variety of equity financing transactions up to an aggregate of $250.0 million; and

 

   

the Corporation is in ongoing discussions with potential licensees of its drug pipeline. Any such discussions may lead to the conclusion of a licensing transaction which could generate a combination of licensing, milestone and royalty revenues.

As usual, the Corporation modulates its R&D and general spending to take into consideration its working capital position over time.

The Corporation expects that its financial position together with the revenues to be generated from its operating activities and the above mentioned transactions will be sufficient to fund its operating activities and meet its contractual obligations over the next year.

Financial obligations

The timing and expected contractual outflows required to settle the financial obligations of the Corporation recognized in the consolidated statement of financial position at December 31, 2017 are presented in the table below:

 

            Contractual Cash flows  

At December 31, 2017

   Carrying
amount
     Payable
within 1 year
     2 - 3 years      Later than
4 years
     Total  

Accounts payable and accrued liabilities 1)

   $ 26,653      $ 26,653      $ —        $ —        $ 26,653  

Advance on revenues from a supply agreement

     1,901        1,919        —          —          1,919  

Long-term portion of settlement fee payable

     88        —          115        —          115  

Long-term portion of royalty payment obligation

     2,963        —          3,138        —          3,138  

Long-term portion of other employee benefit liabilities

     214        —          241        —          241  

Long-term debt 2)

     87,020        5,343        28,137        113,469        146,949  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 118,839      $ 33,915      $ 31,631      $ 113,469      $ 179,015  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1)

Excluding $3,301 for current portion of operating and finance lease inducement and obligations.

2) 

Under the terms of the OID loans and the non-revolving line of credit, the holder of Second, Third, Fourth, Fifth, Sixth and Seventh Warrants may decide to cancel a portion of the face values of these loans as payment upon the exercise of these warrants. The maximum repayment due on these loans has been included in the above table.

In addition to the above, the Corporation must make the following payments under finance lease agreements that became effective during the year ended December 31, 2017:

 

     Within 1 year      2 - 5 years      Total  

Future minimum lease payments

   $ 338      $ 783      $ 1,121  
  

 

 

    

 

 

    

 

 

 

Commitments

CMO Lease

In May 2015, the Corporation signed a long-term manufacturing contract with a third party which provides the Corporation with additional manufacturing capacity (“the CMO contract”). The payments under the CMO contract cover the use of the production facility, a specified number of direct and indirect labour hours and the related overhead expense during a minimum of 20 weeks per year, over a 15-year term. The term of

 

38     Prometic Life Sciences Inc.


the agreement will be automatically extended after the initial term for successive terms of five years, unless a notification of termination is produced by one of the parties. The annual minimum payments under the agreement are subject to escalation annually calculated as the greatest of 3% or the Industrial Product Price / Pharmaceutical and Medicine Manufacturing index under the North American Industry Classification System. The annual payments are also subject to an adjustment calculated as 50% of the exchange rate between the U.S. dollar and the Canadian dollar at December 31st of each year.

The following table represent the future minimum operating lease payment as of December 31, 2017:

 

     Within 1 year      2 - 5 years      Later than
5 years
     Total  

Future minimum operating lease payment

   $ 3,468      $ 14,945      $ 32,291      $ 50,704  

The above payments include non-lease elements pertaining to the arrangement as it was impracticable to separate the operating expenses from the lease payment.

Other Leases

The Corporation has total commitments in the amount of $26.7 million under various operating leases for the rental of offices, production plant, laboratory space and office equipment. The payments for the coming years and thereafter are as follows:

 

2018

   $ 3,880  

2019

     3,212  

2020

     3,007  

2021

     3,054  

2022 and thereafter

     13,527  
  

 

 

 
   $ 26,680  
  

 

 

 

Royalties

In April 2006, the Corporation entered into an agreement with the American Red Cross for an exclusive license to use intellectual property rights relating to the PPPS. As per the agreement, Prometic could pay a royalty to the American Red Cross in addition to an annual minimum royalty of US$30,000 to maintain the license.

A company owned by an officer of the Corporation is entitled to receive a royalty of 0.5% on net sales and 3% of license revenues in regards to certain small-molecule therapeutics commercialized by the Corporation. To date, no royalties have been accrued or paid.

In the normal course of business, the Corporation enters into license agreements for the market launching or commercialization of products. Under these licenses, including the one mentioned above, the Corporation has committed to pay royalties ranging generally between 1.5% and 15.0% of net sales from products it commercializes.

Other commitments

In connection with the CMO contract, the Corporation has committed to a minimum spending between $7.0 million and $9.0 million each year from 2018 to 2030 (the end of the initial term). As of December 31, 2017, the remaining payment commitment under the CMO contract was $104.7 million or $53.9 million after deduction of the minimum lease payments under the CMO contract disclosed above.

 

 

Prometic Life Sciences Inc.    39


Management Discussion & Analysis

 

The Corporation has entered into multiple plasma purchase agreements whereby it has committed to purchase varying volumes of plasma until December 31, 2022. As at December 31, 2017, total commitment are as follows:

 

2018

   $ 19,065  

2019

     27,376  

2020

     41,063  

2021

     27,376  

2022 and thereafter

     34,220  
  

 

 

 
   $ 149,100  
  

 

 

 

Any plasma purchased under these agreements, if in excess of short-term requirements, would be available for sale on the spot market.

SELECTED ANNUAL INFORMATION

The following table presents selected audited annual information for the years ended December 31, 2017, 2016 and 2015.

 

     2017      2016      2015  

Revenues

   $ 39,115      $ 16,392      $ 24,534  

Net profit (loss) attributable to owners of the parent

     (109,731      (100,807      (50,961

Net profit (loss) per share attributable to owners of the parent (basic and diluted)

     (0.16      (0.17      (0.09

Total assets

     283,873        265,294        215,288  

Total long-term financial liabilities

   $ 86,949      $ 47,463      $ 24,159  
  

 

 

    

 

 

    

 

 

 

The mix and the amounts generated from the four main sources of revenues of the Corporation, namely revenues from the sale of goods, milestone and licensing revenues, revenues from the rendering of services and rental revenue has shown a lot of variability over the last three years. Revenues from the sales of goods decreased by $8.5 million in 2016 compared to 2015 whereas they have increased by $3.6 million during 2017. Milestone and licensing revenues were $1.3 million in 2015 and $19.7 million in 2017. There were no milestone and licensing revenues earned in 2016. Revenues from the rendering of services revenues increased from $1.8 million in 2015 to $3.4 million in 2016 and then returned to $1.9 million in 2017. Finally, rental revenues have increased by $ 0.9 million in 2017 going from $0.1 million in 2016 to $1.0 million in 2017. There were no rental revenues earned in 2015. The rental revenues are incidental to the Telesta acquisition in 2016.

The net loss attributable to the owners of the parent increased by $8.9 million from 2016 to 2017 mainly due to the increase in the R&D expenses by $12.8 million reflecting an increase in the number of employees involved in the clinical trials, regulatory processes and other research activities. The milestone and licensing revenues recorded during the year ended December 31, 2017 were written-off entirely effectively negating the contribution of those revenues. The net loss attributable to the owners of the parent increased significantly in 2016 from 2015 by $49.8 million due to several factors including an increase of $37.4 million in the total research and development expenses as the Corporation continued to expand the number of proteins under development and indications being pursued with PBI-4050 and progresses with the ongoing clinical trials.

The net loss per share on a basic and diluted basis reflects the changes in the net loss attributable to the owner of the parent but also the increasing number of common shares outstanding from year to year. In 2015 and 2016, the basic and diluted net loss per share increased reflecting the significant increase in the expenditures from one year to the next. In 2017 basis and diluted net loss per share remained at similar level despite the increase in net loss since because of the important increase in the weighted average number of outstanding shares which went from 598 million in 2016 to 684 million in 2017.

 

40     Prometic Life Sciences Inc.


The total assets increased from year to year as the Corporation’s activities grow from year to year. The main reason for the change in the total assets from 2015 to 2016 of $50.0 million was an increase in cash, cash equivalents, marketable securities and short-term investments totaling $36.2 million and an increase in capital assets of $10.8 million at the acquisition date resulting from the Telesta acquisition in October 2016, a portion of which was used to fund the operating activities as of December 31, 2016. In addition, the Corporation started holding inventories that would be used for the production of plasminogen for commercial purposes and those inventories were capitaliable on the statement of financial position compared to inventories to be used for R&D purposes that must be expensed. The increase in total assets from 2016 to 2017 of $18.6 million is mainly due to the build-up of inventory in preparation of the commercial launch of plasminogen.

Long-term financial liabilities increased by $23.3 million between 2015 and 2016 mainly due to the issuance of additional OID loans of $19.4 million and the assumption of liabilities from the Telesta business combination of $7.5 million. From 2016 to 2017 long-term financial liabilities increased by $39.5 million mainly due to the increase in debt reflecting the drawdown on the non-revolving credit facility and the increase in the carrying value of the long-term debt by $18.4 million following issuance of the third OID loan in April 2017 pursuant to a financing transaction with SALP.

SUMMARY OF QUARTERLY RESULTS

The following table presents selected quarterly financial information for the last eight quarters:

 

            Net loss attributable  
            to the owners of the parent  
                   Per share  

Quarter ended

   Revenues      Total      basic & diluted  

December 31, 2017

   $ 6,596      $ (38,279    $ (0.05

September 30, 2017

     24,034        (15,542      (0.02

June 30, 2017

     3,619        (29,513      (0.04

March 31, 2017

     4,866        (26,397      (0.04

December 31, 2016

     4,111        (37,308      (0.06

September 30, 2016

     3,737        (25,569      (0.04

June 30, 2016

     3,295        (22,351      (0.04

March 31, 2016

     5,249        (15,579      (0.03
  

 

 

    

 

 

    

 

 

 

Revenues from period to period may vary significantly as these are affected by the timing of orders for goods and the shipment of the orders and the timing of the provision of research services under service agreements. The revenues are also affected by the timing of the signing of licensing agreements and achievement of milestones established in these agreements and how these revenues are recognized for accounting purposes, The timing of the recognition of these revenues and the timing of the recognized expense can cause significant variability in the results from quarter to quarter.

Revenues, mainly from the sale of goods were $5.2 million during the quarter ended March 31, 2016. The R&D expense for the quarter was $16.5 million and administration, selling and marketing expense was $4.8 million.

During the quarter ended June 30, 2016, the R&D expense and the administration, selling and marketing expense were $19.4 million and $5.2 million respectively, which were higher than the previous quarter due to the increase in the level of pre-clinical and clinical activities within the Corporation. Also, a non-cash loss on extinguishment of liabilities of $2.6 million was recorded as the holder of the long-term debt decided to reduce the face value of the loan in consideration of the shares they received pursuant to a private placement. Finally, slightly lower sales of goods were registered in the second quarter of 2016 compared to previous quarter.

 

 

Prometic Life Sciences Inc.    41


Management Discussion & Analysis

 

Revenues during the quarter ended September 30, 2016 totalled $3.7 million. Total R&D expenses increased by $4.2 million compared to the previous quarter. The majority of the increase is due to the increase in the production expenses at the Laval manufacturing facility resulting from an increase in production levels during the quarter and an increase in the expenses regarding the Winnipeg CMO mainly reflecting the timing of the production schedule which in 2016 took place throughout the third and fourth quarters. The remainder of the increase is due to higher employee compensation and related expenses as the number of employees increased. Administration, selling and marketing expenses were $6.5 million, an increase of $1.3 million from the prior quarter which was mainly due to the recording of $0.9 million in fees regarding the GE settlement and license agreement.

Revenues during the quarter ended December 31, 2016 totalled $4.1 million. Total R&D expenses were $28.0 million, an increase of $4.3 million compared to the previous quarter due to an increase in clinical trial spend, employee compensation and an increase in share-based payment expenses of $1.8 million. Administration, selling and marketing expenses were $12.8 million, an increase of $6.3 million from the prior quarter which was mainly attributable to salary and benefit expenses resulting from an increase in headcount and the related increase in operating costs, higher share-based payments expense of $1.5 million and severance expense of $2.1 million recorded in relation to rationalisation efforts at Telesta.

Revenues were $4.9 million during the quarter ended March 31, 2017, which represents an increase of $0.8 million compared to the previous quarter ended December 31, 2016. R&D and administration, selling and marketing expense both decreased by $3.6 million and $5.9 million respectively compared to the fourth quarter of 2016. The decline in R&D expense were mainly due to lower clinical trial expenses and a reduction in the cost of manufacturing therapeutics for the clinical trials expensed in R&D as PBP started the manufacturing of plasminogen for commercial purposes, which cost was capitalized in inventories. Share-based payment expenses recorded under R&D and administration, selling and marketing expenses, were lower by $1.2 million and $1.3 million, respectively this quarter. The fact that there were no severance expense recorded as compared to the fourth quarter of 2016, brought administration, selling and marketing expense to a more normal level.

Revenues declined to $3.6 million during the quarter ended June 30, 2017 as a result of lower sales of affinity resins. Research and development was stable at $24.5 million and administration, selling and marketing expenses at $8.1 million was higher by $1.1 million.

Revenues were $24.0 million during the quarter ended September 30, 2017 mainly driven by licensing and milestone revenues following the signing of a small molecule licensing agreement which resulted in $19.7 million of revenue for the Corporation. Research and development and administration, selling and marketing expense were $23.2 million and $ 7.7 million respectively, remaining at similar levels to the prior quarter. A non- cash loss on extinguishment of liabilities of $4.2 million was recorded as the holder of the long-term debt decided to reduce the face value of the loan in consideration of the shares they received pursuant to a private placement that occurred in July 2017.

Revenues during the quarter ended December 31, 2017 were $6.6 million, of which the majority was driven by product sales and service revenues from the Bioseparations segment. Research and development and administration, selling and marketing expense were $28.2 million and $8.8 million respectively. The increase in R&D cost of $5.0 million compared to the previous quarter is mainly due to higher expense relating to cost of therapeutics to be used in clinical trials, an increase in the external cost incurred in running the trials and higher salary and benefit expenses. Administration, selling and marketing expenses were slightly higher by $1.1 million principally due to higher salary and benefit expenses. During the quarter, the Corporation recognized a bad debt expense of $20.5 million, effectively offsetting the milestone and licensing revenues earned during the previous quarter.

 

 

42     Prometic Life Sciences Inc.


OUTSTANDING SHARE DATA

The Corporation is authorized to issue an unlimited number of common shares. At March 27, 2018, 713,329,990 common shares, 13,694,685 options to purchase common shares, 9,688,458 restricted share units and 125,672,099 warrants to purchase common shares were issued and outstanding.

TRANSACTIONS BETWEEN RELATED PARTIES

The CEO has a share purchase loan outstanding in the amount of $400,000 at December 31, 2017. The loan bears interest at prime plus 1% and has a maturity date of the earlier of (i) March 31, 2019 or (ii) 30 days preceding a targeted NASDAQ or NYSE listing date of Prometic’s shares. During the year ended December 31, 2017, the Corporation earned interest revenues on the share purchase loan to the CEO in the amount of $16. At December 31, 2017, there was $12 in interest receivable on this share purchase loan.

SIGNIFICANT JUDGMENTS AND CRITICAL ACCOUNTING ESTIMATES

Revenue recognition The Corporation does at times enter into revenue agreements which provide, among other payments, for up-front payments in exchange for licenses and other access to intellectual property. Management applies its judgment to assess whether these payments were received in exchange for the provision of goods or services which have stand-alone value to the customer.

Functional currency The functional currency of foreign subsidiaries is reviewed on an ongoing basis to assess if changes in the underlying transactions, events and conditions have resulted in a change. During the years ended December 31, 2017 and 2016 no changes were deemed necessary. This assessment is also performed for new subsidiaries. When assessing the functional currency of a foreign subsidiary, management’s judgment is applied in order to determine, amongst other things, the primary economic environment in which an entity operates, the currency in which the activities are funded and the degree of autonomy of the foreign subsidiary from the reporting entity in its operations and financially. Judgment is also applied in determining whether the inter-company loans denominated in foreign currencies form part of the parent Corporation’s net investment in the foreign subsidiary. Considering such loans as part of the net investment in the foreign subsidiary results in foreign currency translation gains or losses resulting from the translation of these loans being recorded in other comprehensive loss instead of the statement of operations.

Determining whether assets acquired constitute a business In determining whether the acquisition of an equity interest in Telesta Therapeutics Inc. (“Telesta”) fell within the scope of IFRS 3, Business Combination, management evaluated whether Telesta represented an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower cost or other economic benefits directly to investors or other owners, members or participants. In making this evaluation, management considered whether Telesta had inputs, processes and other elements making it a business. Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business. Management concluded that it had inputs, processes and other elements making it a business and therefore accounted for the acquisition as a business combination.

Assets arising from a business combination - The Corporation acquired Telesta in 2016. The cost to acquire the businesses must be allocated to the identifiable assets and liabilities acquired based on their estimated fair values calculated in accordance with the requirements of IFRS 3, Business Combinations. The estimated lives and amortization periods for certain identifiable assets must also be determined.

 

 

Prometic Life Sciences Inc.    43


Management Discussion & Analysis

 

As part of this allocation process, the Corporation must identify and attribute values and estimated lives to the identifiable assets acquired. These determinations involve significant estimates and assumptions regarding the value a market participant would be willing to pay for capital assets and intangibles. These estimates and assumptions determine the amount allocated to the identifiable intangible assets and the amortization period for identifiable intangible assets with finite lives. If future events or results differ from these estimates and assumptions, the Corporation could record increased amortization or impairment charges in the future.

Going concern - In assessing whether the going concern assumption is appropriate and whether there are material uncertainties that may cast significant doubt about the Corporation’s ability to continue as a going concern, management must estimate future cash flows for a period of at least twelve months following the end of the reporting period by considering relevant available information about the future. Management has considered a wide range of factors relating to expected cash inflows such as product sales, including whether the Corporation will obtain regulatory approval for commercialization of therapeutics, licensing and milestone revenues and potential sources of debt and equity financing including the exercise of in-the-money warrants and options. Management has also estimated expected cash outflows such as operating and capital expenditures and debt repayment schedules, including the ability to delay uncommitted expenditures. These cash flow estimates are subject to uncertainty. Management has concluded that there are no material uncertainties related to events or conditions that may cast significant doubt upon the Corporation’s ability to continue as a going concern for at least the next twelve months.

Estimates and assumptions

Assessing the recoverable amount of intangible assets not yet available for use – In determining the value in use as part of the impairment test on the intangible assets that are not yet available for use performed as of November 30th each year, management must make estimates and assumptions regarding the estimated future cash flows such as production capacities and costs, market penetration and selling prices for the Corporation’s therapeutics and, the commencement date for their commercialisation, etc. The future cash flows are estimated using a five year projection of cash flows before taxes which are based on the most recent budgets and forecasts available to the Corporation. The fifth year was then extrapolated, including a 2% annual growth rate. The estimated cash flows are then discounted to their net present value using a pre-tax discount rate that includes a risk premium specific to the line of business. The Corporation determined its value in use by applying a pre-tax discount rate of 17.33% at November 30, 2017 equivalent to a post-tax discount rate of 11.87%. The values of the Canadian to U.S. dollar exchange rates used over the forecasting period ranged from 1.23 to 1.24 CAD/USD rate and were based on forward exchange contract rates.

Expense recognition of restricted share units The expense recognized in regards to the RSU for which the performance conditions have not yet been met is based on an estimation of the probability of the successful achievement of a number of performance conditions, many of which depend on research, regulatory process and business development outcomes which are difficult to predict, as well as the timing of their achievement. The final expense is only determinable when the outcome is known.

Fair value of financial instruments The individual fair values attributed to the different components of a financing transaction, are determined using valuation techniques. The Corporation uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations in order to determine the values attributed to each component of a transaction at the time of their issuance and for disclosing the fair value of financial instruments subsequently carried at amortized cost. The fair value estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market.

 

 

44     Prometic Life Sciences Inc.


Valuation of deferred income tax assets To determine the extent to which deferred income tax assets can be recognized, management estimates the amount of probable future taxable profits that will be available against which deductible temporary differences and unused tax losses can be utilized. Management exercises judgment to determine the extent to which realization of future taxable benefits is probable, considering the history of taxable profits, budgets and forecasts and availability of tax strategies.

CHANGES IN ACCOUNTING POLICIES

The accounting policies used in the consolidated financial statements are consistent with those applied by the Corporation in its December 31, 2016 audited annual consolidated financial statements except for the amendments to certain accounting standards which are relevant to the Corporation and were adopted by the Corporation as of January 1, 2017 as described below.

IAS 7, Statement of Cash Flows (“IAS 7”)

An amendment to IAS 7 requires additional disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including changes arising from cash flows and non-cash changes. The amendment is effective for annual periods beginning on or after January 1, 2017, and is applied prospectively. The adoption of the amendment did not have a significant impact on the disclosures as the Corporation was already providing similar disclosures in its long-term debt note in the consolidated financial statements.

IAS 12, Income Taxes (“IAS 12”)

An amendment to IAS 12 clarifies the guidance on the recognition of deferred tax assets related to unrealized losses resulting from debt instruments that are measured at their fair values on a continuous basis. The amendment is effective for annual periods beginning on or after January 1, 2017 and is applied retrospectively. The adoption of the amendment did not have any impact on the consolidated financial statements on the adoption date since the Corporation did not hold any debt instrument measured at fair value on a continuous basis for which there were unrealized losses.

Segmented information

During the second quarter of 2017, the Corporation made changes to the reported operating segments by splitting the former Protein technology segment into two segments being the Bioseparations and the Plasma-derived therapeutics segments. The Small molecule therapeutic segment was unaffected by this change. The modification reflects the desire of the Chief Operating Decision Makers (“CODM”) to obtain, starting in the second quarter of 2017, discrete financial information to assess the performance of these activities separately as the Plasma-derived therapeutic business approaches the commercial launch of its first therapeutic (plasminogen) with other therapeutics expected to be commercialized in the following years. The organizational structure and business activities required to develop the products, run the clinical trials and support the commercial activities relating to the sale of a plasma-derived therapeutic are different than those required to develop and commercialize the bioseparation products. The CODM assess the performance of the operating segments based on segment profit or loss which comprises revenues, cost of sales and production, research and development and administration, selling and marketing expense.

The full 2017 and 2016 years segments disclosures have been restated to reflect the changes in the Corporation’s operating segments.

The accounting policies of the segments are the same as the accounting policies of the Corporation. The operating segments include intercompany transactions between the segments which are done in a manner similar to transactions with third parties.

 

 

Prometic Life Sciences Inc.    45


Management Discussion & Analysis

 

NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

The IFRS accounting standards and interpretations that the Corporation reasonably expects may have a material impact on the disclosures, the financial position or results of operations of the Corporation when applied at a future date are presented below. The Corporation intends to adopt these standards when they become effective.

IFRS 9, Financial Instruments – Recognition and Measurement (“IFRS 9”)

In July 2014, the IASB issued the final version of IFRS 9, with a mandatory effective date of January 1, 2018. The new standard brings together the classification and measurements, impairment and hedge accounting phases of the IASB’s project to replace IAS 39, Financial Instruments: Recognition and Measurement. In addition to the new requirements for classification and measurement of financial assets, a new general hedge accounting model and other amendments issued in previous versions of IFRS 9, the standard also introduces new impairment requirements that are based on a forward-looking expected credit loss model. The Corporation does not anticipate IFRS 9 having a significant impact on the financial statements upon adoption.

IFRIC 22, Foreign Currency Transactions and Advance Consideration (“IFRIC 22”)

In December 2016, the IASB issued IFRIC 22, which addresses how to determine the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) and on the derecognition of a non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration in a foreign currency. IFRIC 22 is effective for annual periods beginning on or after January 1, 2018. Early adoption is permitted. The Corporation does not anticipate IFRIC 22 having a significant impact on the financial statements upon adoption.

IFRS 15, Revenue from contracts with customers (“IFRS 15”)

In May 2014, the IASB issued IFRS 15, a new standard that specifies the steps and timing for issuers to recognize revenue as well as requiring them to provide more informative, relevant disclosures. IFRS 15 supersedes IAS 11, Construction Contracts, and IAS 18, Revenue and related interpretations. Adoption of IFRS 15 is mandatory and will be effective for the Corporation’s fiscal year beginning on January 1, 2018, with earlier adoption permitted.

IFRS 16, Leases (“IFRS 16”)

In January 2016, the IASB issued IFRS 16, a new standard that replaces IAS 17, Leases. IFRS 16 is a major revision of the way in which companies account for leases and will no longer permit off balance sheet leases. Adoption of IFRS 16 is mandatory and will be effective for the Corporation’s fiscal year beginning on January 1, 2019. Early application is permitted for companies that also apply IFRS 15.

The Corporation is in the process of evaluating the impact of adopting IFRS 15 and IFRS 16 on its consolidated financial statements.

FINANCIAL INSTRUMENTS

Use of financial instruments

The financial instruments that are used by the Corporation result from its operating and investing activities, namely in the form of accounts receivables and payables, and from its financing activities resulting usually in the issuance of long-term debt. The Corporation does not use financial instruments for speculative purposes and has not issued or acquired derivative financial instruments for hedging purposes. The following table presents the carrying amounts of the Corporation’s financial instruments at December 31, 2017 and 2016.

 

 

46     Prometic Life Sciences Inc.


     2017      2016  

Financial assets

     

Cash and cash equivalents

   $ 23,166      $ 27,806  

Marketable securities and short-term investments

     —          11,063  

Accounts receivable

     2,193        3,649  

Other long-term receivables

     2,169        1,996  

Share purchase loan to an officer

     400        400  

Available for sale financial assets

     1,228        1,227  

Financial liabilities

     

Accounts payable and accrued liabilities

     26,653        22,831  

Advance on revenues from a supply agreement

     1,901        2,167  

Long-term debt

     87,020        48,115  

Other long-term financial liabilities

     3,367        3,328  
  

 

 

    

 

 

 

Impact of financial instruments in the consolidated statements of operations

The following line items in the consolidated statement of operations for the quarter and the year ended December 31, 2017 include income, expense, gains and losses relating to financial instruments:

 

   

Bad debt expense;

 

   

finance costs;

 

   

foreign exchange gains and losses; and

 

   

loss on extinguishment of liabilities.

Financial risk management

The Corporation has exposure to credit risk, liquidity risk and market risk. The Corporation’s Board of Directors has the overall responsibility for the oversight of these risks and reviews the Corporation’s policies on an ongoing basis to ensure that these risks are appropriately managed.

i) Credit risk:

Credit risk is the risk of financial loss to the Corporation if a customer, partner or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Corporation’s cash, investments, receivables and share purchase loan to an officer. The carrying amount of the financial assets represents the maximum credit exposure.

The Corporation reviews a new customer’s credit history before extending credit and conducts regular reviews of its existing customers’ credit performance. The Corporation evaluates accounts receivable balances based on the age of the receivable, credit history of the customers and past collection experience.

The Corporation recorded bad debt expense of $20.5 million during the year and the quarter ended December 31, 2017. The current year expense is due to the write-off affecting the fourth quarter of 2017 and pertains to the write-off of the amount due from JRP in regards to a license agreement.

ii) Liquidity risk:

Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they come due. The Corporation manages its liquidity risk by continuously monitoring forecasts and actual cash flows.

iii) Market risk:

Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Corporation’s income or the value of its financial instruments.

a) Interest risk:

The majority of the Corporation’s debt is at a fixed rate, therefore there is limited exposure to changes in interest payments as a result of interest rate risk.

 

 

Prometic Life Sciences Inc.    47


Management Discussion & Analysis

 

b) Foreign exchange risk:

The Corporation is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Corporation operates in the United Kingdom and in the United States and a portion of its expenses incurred are in U.S. dollars and in GBP. The majority of the Corporation’s revenues are in U.S. dollars and in GBP which serve to mitigate a portion of the foreign exchange risk relating to the expenditures. Financial instruments potentially exposing the Corporation to foreign exchange risk consist principally of cash and cash equivalents, short-term investments, receivables, trade and other payables, advance on revenues from a supply agreement and the amounts drawn on the non-revolving credit facility. The Corporation manages foreign exchange risk by holding foreign currencies to support forecasted cash outflows in foreign currencies.

RISK FACTORS

For a detailed discussion of risk factors which could impact the Corporation’s results of operations and financial position, other than those risks pertaining to the financial instruments, please refer to the Corporation’s Annual Information Form filed on www.sedar.com

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

Disclosure Controls and Procedures

The Corporation maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in its reports filed under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.

The Corporation’s CEO and CFO have evaluated, or caused the evaluation of, under their supervision, the design and operating effectiveness of the Corporation’s disclosure controls and procedures. Based upon the evaluation, the CEO and CFO have concluded that the Corporation’s disclosure controls and procedures were effective as of December 31, 2017.

Internal control over Financial Reporting

Internal controls over financial reporting (ICFR) are designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

Due to its inherent limitation, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

The Corporation’s CEO and CFO are responsible for establishing and maintaining adequate ICFR. They have evaluated, or caused the evaluation of, under their supervision, the design and operating effectiveness of the Corporation’s ICFR as of December 31, 2017 based on the framework established in Internal Control – Integrated Framework (2013) by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, the CEO and CFO concluded that the Corporation’s ICFR were effective as of December 31, 2017.

Change in Internal Controls over Financial Reporting

In accordance with the National Instrument 52-109, the Corporation has filed certificates signed by the CEO and CFO that, among other things, report on the design of disclosure controls and procedures and the design of ICFR as at December 31, 2017.

There have been no changes in the Corporation’s ICFR that occurred during the quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect its ICFR.

 

 

48     Prometic Life Sciences Inc.


Audited annual consolidated financial statements of

Prometic Life Sciences Inc.

For the years ended December 31, 2017 and 2016

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Prometic Life Sciences Inc.

We have audited the accompanying consolidated financial statements of Prometic Life Sciences Inc. (the “Corporation”), which comprise the consolidated statements of financial position as at December 31, 2017 and 2016, and the consolidated statements of operations, comprehensive loss, changes in equity and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Prometic Life Sciences Inc. as at December 31, 2017 and 2016, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

 

LOGO

Montreal, Canada

March 27, 2018

1 CPA auditor, CA, public accountancy permit no. A123806

 

 

Prometic Life Sciences Inc.    49


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In thousands of Canadian dollars)

 

 

At December 31

   2017     2016  

ASSETS

    

Current assets

    

Cash and cash equivalents

   $ 23,166     $ 27,806  

Marketable securities and short-term investments (note 6)

     —         11,063  

Accounts receivable (note 7)

     6,839       8,379  

Income tax receivable

     4,116       411  

Inventories (note 8)

     36,013       13,658  

Prepaids

     2,141       2,944  
  

 

 

   

 

 

 

Total current assets

     72,275       64,261  

Long-term income tax receivable

     108       1,020  

Other long-term assets (note 9)

     8,663       3,223  

Capital assets (note 10)

     45,254       41,193  

Intangible assets (note 11)

     156,647       155,487  

Deferred tax assets (note 24)

     926       110  
  

 

 

   

 

 

 

Total assets

     $283,873     $ 265,294  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Accounts payable and accrued liabilities (note 12)

   $ 29,954     $ 23,835  

Advance on revenues from a supply agreement (note 13)

     1,901       345  

Current portion of long-term debt (note 14)

     3,336       5,802  

Deferred revenues

     829       2,076  
  

 

 

   

 

 

 

Total current liabilities

     36,020       32,058  

Long-term portion of advance on revenues from a supply agreement (note 13)

     —         1,822  

Long-term portion of operating and finance lease inducements and obligations (note 15)

     2,073       1,007  

Other long-term liabilities (note 16)

     3,335       3,446  

Long-term debt (note 14)

     83,684       42,313  

Deferred tax liabilities (note 24)

     15,330       25,305  
  

 

 

   

 

 

 

Total liabilities

     $140,442     $ 105,951  
  

 

 

   

 

 

 

EQUITY

    

Share capital (note 17a)

     $575,150     $ 480,237  

Contributed surplus (note 17b)

     16,193       12,919  

Warrants and future investment rights (note 17c)

     73,944       64,201  

Accumulated other comprehensive loss

     (1,622     (1,964

Deficit

     (541,681     (423,026
  

 

 

   

 

 

 

Equity attributable to owners of the parent

     121,984       132,367  

Non-controlling interests (note 18)

     21,447       26,976  
  

 

 

   

 

 

 

Total equity

     143,431       159,343  
  

 

 

   

 

 

 

Total liabilities and equity

   $ 283,873     $ 265,294  
  

 

 

   

 

 

 

Commitments (note 28)

    

The accompanying notes are an integral part of the consolidated financial statements.

 

   (s) Paul Mesburis    (s) Simon Best
On behalf of the Board    Director    Director

 

50     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of Canadian dollars except for per share amounts)

 

Years ended December 31,

   2017     2016  

Revenues (note 20)

   $ 39,115     $ 16,392  

Expenses

    

Cost of sales and production (note 8)

     10,149       7,632  

Research and development expenses (note 21a)

     100,392       87,615  

Administration, selling and marketing expenses

     31,441       28,471  

Bad debt expense (note 20)

     20,491       837  

Loss (gain) on foreign exchange

     (726     423  

Finance costs (note 21b)

     7,965       4,527  

Loss on extinguishment of liabilities (note 14)

     4,191       4,194  
  

 

 

   

 

 

 

Net loss before income taxes

   $ (134,788   $ (117,307
  

 

 

   

 

 

 

Income tax recovery (note 24)

     (14,752     (6,638
  

 

 

   

 

 

 

Net loss

   $ (120,036   $ (110,669
  

 

 

   

 

 

 

Net loss attributable to:

    

Owners of the parent

     (109,731     (100,807

Non-controlling interests (note 18)

     (10,305     (9,862
  

 

 

   

 

 

 
   $ (120,036   $ (110,669
  

 

 

   

 

 

 

Loss per share

    

Attributable to the owners of the parent Basic and diluted

   $ (0.16   $ (0.17
  

 

 

   

 

 

 

Weighted average number of outstanding shares (in thousands)

     683,954       598,393  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

Prometic Life Sciences Inc.    51


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands of Canadian dollars)

 

 

Years ended December 31,

   2017     2016  

Net loss

   $ (120,036   $ (110,669

Other comprehensive income (loss)

    

Items that may be subsequently reclassified to profit and loss:

    

Change in unrealized foreign exchange differences on translation of financial statements of foreign subsidiaries

     342       (2,226
  

 

 

   

 

 

 

Total comprehensive loss

   $ (119,694   $ (112,895
  

 

 

   

 

 

 

Total comprehensive loss attributable to:

    

Owners of the parent

     (109,389     (103,033

Non-controlling interests

     (10,305     (9,862
  

 

 

   

 

 

 
   $ (119,694   $ (112,895
  

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

52     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands of Canadian dollars)

 

 

     Equity attributable to owners of the parent              
     Share
capital
$
     Contributed
surplus
$
    Warrants
and future
investment
rights
$
    Foreign
currency
translation
reserve
$
    Deficit
$
    Total
$
    Non-
controlling
interests
$
    Total
equity
$
 

Balance at January 1, 2016

     365,540        7,367       53,717       262       (313,533     113,353       31,974       145,327  

Net loss

     —          —         —         —         (100,807     (100,807     (9,862     (110,669

Foreign currency translation reserve

     —          —         —         (2,226     —         (2,226     —         (2,226

Issuance of shares (note 17a)

     112,711        —         —         —         —         112,711       —         112,711  

Reimbursement of share purchase loan to an officer
(note 17a)

     50        —         —         —         —         50       —         50  

Share-based payments expense (note 17b)

     —          6,863       —         —         —         6,863       —         6,863  

Exercise of stock options (note 17b)

     979        (354     —         —         —         625       —         625  

Shares issued pursuant to restricted share unit plan
(note 17b)

     957        (957     —         —         —         —         —         —    

Issuance of warrants (note 17c)

     —          —         10,484       —         —         10,484       —         10,484  

Share and warrant issuance cost (note 17a,c)

     —          —         —         —         (3,822     (3,822     —         (3,822

Effect of funding arrangements on non-controlling interest (note 18)

     —          —         —         —         (4,864     (4,864     4,864       —    
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

     480,237        12,919       64,201       (1,964     (423,026     132,367       26,976       159,343  

Net loss

     —          —         —         —         (109,731     (109,731     (10,305     (120,036

Foreign currency translation reserve

     —          —         —         342       —         342       —         342  

Issuance of shares (note 17a)

     61,450        —         —         —         —         61,450       —         61,450  

Share-based payments expense (note 17b)

     —          8,662       —         —         —         8,662       —         8,662  

Exercise of stock options (note 17b)

     811        (330     —         —         —         481       —         481  

Shares issued pursuant to restricted share unit plan
(note 17b)

     5,058        (5,058     —         —         —         —         —         —    

Exercise of future investment rights (note 17c)

     27,594        —         (6,542     —         —         21,052       —         21,052  

Issuance of warrants (note 17c)

     —          —         16,285       —         —         16,285       —         16,285  

Share and warrant issuance cost (note 17a,c)

     —          —         —         —         (4,148     (4,148     —         (4,148

Effect of funding arrangements on non-controlling interest (note 18)

     —          —         —         —         (4,776     (4,776     4,776       —    
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

     575,150        16,193       73,944       (1,622     (541,681     121,984       21,447       143,431  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

Prometic Life Sciences Inc.    53


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of Canadian dollars)

 

 

Years ended December 31,

   2017     2016  

Cash flows used in operating activities

    

Net loss for the year

   $ (120,036   $ (110,669

Adjustments to reconcile net loss to cash flows used in operating activities:

    

Finance costs

     8,787       5,283  

Change in operating lease inducements and obligations

     2,391       947  

Carrying value of capital and intangible assets disposed

     563       174  

Change in other long-term liabilities

     —         336  

Loss on extinguishment of liabilities

     4,191       4,194  

Deferred income taxes (note 24)

     (11,587     (6,220

Share-based payments expense (note 17b)

     8,662       6,863  

Depreciation of capital assets (note 10)

     3,632       2,519  

Amortization of intangible assets (note 11)

     944       731  
  

 

 

   

 

 

 
     (102,453     (95,842

Change in non-cash working capital items

     (20,120     (1,851
  

 

 

   

 

 

 
   $ (122,573   $ (97,693
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from share issuances (note 17a)

     53,125       60,140  

Proceeds from debt and warrant issuances (note 14,17c)

     50,717       30,010  

Repayment of principal on long-term debt (note 14)

     (3,454     —    

Repayment of interest on long-term debt (note 14)

     (163     —    

Exercise of options (note 17b)

     481       625  

Exercise of future investment rights (note 17c)

     21,052       —    

Debt, share and warrants issuance costs

     (4,306     (3,887

Reimbursement of share purchase loan to an officer (note 17a)

     —         50  
  

 

 

   

 

 

 
   $ 117,452     $ 86,938  
  

 

 

   

 

 

 

Cash flows from investing activities

    

Additions to capital assets

     (7,688     (14,085

Additions to intangible assets

     (2,395     (1,448

Proceeds from the sale of marketable securities and short-term investments

     11,063       11,651  

Cash and cash equivalents acquired in a business combination (note 5)

     —         13,495  

Additions to other long-term assets

     (63     (82

Interest received

     202       369  
  

 

 

   

 

 

 
   $ 1,119     $ 9,900  
  

 

 

   

 

 

 

Net change in cash and cash equivalents during the year

     (4,002     (855

Net effect of currency exchange rate on cash and cash equivalents

     (638     (624

Cash and cash equivalents, beginning of the year

     27,806       29,285  
  

 

 

   

 

 

 

Cash and cash equivalents, end of the year

   $ 23,166     $ 27,806  
  

 

 

   

 

 

 

Comprising of:

    

Cash

     23,166       19,933  

Cash equivalents

     —         7,873  
  

 

 

   

 

 

 
   $ 23,166     $ 27,806  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

54     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

 

1.

Nature of operations

Prometic Life Sciences Inc. (“Prometic” or the “Corporation”), incorporated under the Canada Business Corporations Act, is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF), biopharmaceutical Corporation with globally recognized expertise in bioseparation, plasma-derived therapeutics and small-molecule drug development. The Corporation is active in developing its own novel small molecule therapeutic products targeting unmet medical needs in the field of fibrosis, autoimmune disease/inflammation and cancer. Prometic’s exclusive technology platform is utilized for large-scale drug purification of biologics, drug development, proteomics and the elimination of pathogens to industry leaders and uses its own affinity technology that provides for efficient extraction and purification of therapeutic proteins from human plasma in order to develop and commercialize plasma-derived therapeutics and orphan drugs.

The Corporation’s head office is located at 440, Boul. Armand-Frappier, suite 300, Laval, Québec, Canada, H7V 4B4. Prometic has Research and Development (“R&D”) facilities in the U.K., the U.S. and Canada, manufacturing facilities in the Isle of Man and Canada and business development activities in Canada, the U.S., Europe and Asia.

 

2.

Significant Accounting Policies

 

a)

Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and were authorized for issue by the Board of Directors on March 27, 2018.

 

b)

Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis, except for cash, marketable securities, and restricted cash which have been measured at fair value.

 

c)

Functional and presentation currency

The consolidated financial statements are presented in Canadian dollars, which is also the parent corporation’s functional currency.

 

d)

Basis of consolidation

The consolidated financial statements include the accounts of Prometic Life Sciences Inc., and those of its subsidiaries. The Group’s subsidiaries at December 31, 2017 and 2016 are as follows:

 

Prometic Life Sciences Inc.    55


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

 

Name of subsidiary

  

Segment activity

   Place of incorporation
and operation
   Proportion of ownership
interest held by the group
 
               2017     2016  

Prometic Biosciences Inc.

   Small molecule therapeutics    Quebec, Canada      100     100

Prometic Bioproduction Inc.

   Plasma-derived therapeutics    Quebec, Canada      87     87

Prometic Bioseparations Ltd

   Bioseparations    Isle of Man, British Isles      100     100

Prometic Biotherapeutics Inc.

   Plasma-derived therapeutics    Delaware, U.S.      100     100

Prometic Biotherapeutics Ltd

   Plasma-derived therapeutics    Cambridge, United Kingdom      100     100

Prometic Manufacturing Inc.

   Bioseparations    Quebec, Canada      100     100

Pathogen Removal and Diagnostic Technologies Inc.

   Bioseparations    Delaware, U.S.      77     77

NantPro Biosciences, LLC

   Plasma-derived therapeutics    Delaware, U.S.      73     73

Prometic Plasma Resources Inc.

   Plasma-derived therapeutics    Winnipeg, Canada      100     100

Prometic Plasma Resources USA Inc.

   Plasma-derived therapeutics    Delaware, U.S.      100     N/A  

Prometic Pharma SMT Holdings Limited

   Small molecule therapeutics    Cambridge, United Kingdom      100     100

Prometic Pharma SMT Limited

   Small molecule therapeutics    Cambridge, United Kingdom      100     100

Telesta Therapeutics Inc.

   Plasma-derived therapeutics    Quebec, Canada      100     100

Telesta Pharma Inc.

   N/A    Quebec, Canada      100     100

Telesta Therapeutics IP Inc.

   N/A    Quebec, Canada      100     100

Econiche Corp

   Plasma-derived therapeutics    Ontario, Canada      100     100

The Corporation consolidates investees when, based on the evaluation of the substance of the relationship with the Corporation, it concludes that it controls the investees. The Corporation controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The financial statements of the subsidiaries are prepared for the same reporting period as the parent corporation, using consistent accounting policies. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.

When a subsidiary is not wholly-owned the Corporation recognizes the non-controlling interests’ share of the net assets and results of operations in the subsidiary. When the proportion of the equity held by non-controlling interests’ changes without resulting in a change of control, the carrying amount of the controlling and non-controlling interest are adjusted to reflect the changes in their relative interests in the subsidiary. In these situations, the Corporation recognizes directly in equity the effect of the change in ownership of a subsidiary on the non-controlling interests. Similarly, after picking up its share of the operating losses, the non-controlling interest is adjusted for its share of the equity contribution made by Prometic that does not modify the interest held by either party. The offset to this adjustment is recorded in the deficit. The effect of these transactions are presented in the statement of changes in equity.

 

e)

Financial instruments

Financial instruments are initially measured at fair value. They are subsequently measured in accordance to their classification as described below:

 

i)

Financial assets and financial liabilities at fair value through profit and loss

Cash, marketable securities and restricted cash are respectively classified as fair value through profit and loss. They are measured at fair value and changes in fair value are recognized in the consolidated statements of operations. Directly related transaction costs are recognized in the consolidated statements of operations.

 

ii)

Loans and receivables

Cash equivalents, short-term investments, trade receivables, other receivables and long-term receivables are classified as loans and receivables. They are initially recognized at fair value and subsequently carried at amortized cost using the effective interest method.

 

56     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

iii)

Available-for-sale financial assets

Investments in common or preferred shares of private corporations are classified as available-for-sale and are measured at cost since their fair value cannot be measured reliably.

 

iv)

Financial liabilities

Trade payable, wages and severances payable, other employee benefit liabilities, settlement fee payable, royalty payment obligation, other long-term liabilities, advance on revenues from a supply agreement and long-term debt are classified as other financial liabilities. They are measured at amortized cost using the effective interest method.

Credit facility fees are recorded in deferred financing cost and are amortized into finance cost over the term of the credit facility.

Impairment of investments

When there has been a significant or prolonged decline in the value of an investment, the investment is written down to recognize the loss.

Cash and cash equivalents

Cash and cash equivalents comprise deposits in banks and highly liquid investments having an original maturity of 90 days or less when issued.

 

f)

Inventories

Inventories of raw materials, work in progress and finished goods are valued at the lower of cost and net realizable value. Cost is determined on a first in, first out basis. The cost of manufactured inventories comprises all costs that are directly attributable to the manufacturing process, such as raw materials, direct labour and manufacturing overhead based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated selling costs except for raw materials for which it is determined using replacement cost.

 

g)

Capital assets

Capital assets are recorded at cost less any government assistance, accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as described below.

 

Capital asset

  

Period

Buildings and improvements

   20 years

Leasehold improvements

   The lower of the lease term and the useful life

Production and laboratory equipment

   5 - 20 years

Furniture

   5 - 10 years

Computer equipment

   3 - 5 years

Assets held under financing leases

   The lower of the lease term and the useful life

The estimated useful lives, residual values and depreciation methods are reviewed annually with the effect of any changes in estimates accounted for on a prospective basis. The gain or loss arising on the disposal or retirement of a capital asset is determined as the difference between the sales proceeds and its carrying amount and is recognized in profit or loss.

 

h)

Government assistance

Government assistance programs, including investment tax credits on research and development expenses, are reflected as reductions to the cost of the assets or to the expenses to which they relate and are recognized when there is reasonable assurance that the assistance will be received and all attached conditions are complied with.

 

Prometic Life Sciences Inc.    57


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

i)

Intangible Assets

Intangible assets include acquired rights such as licenses for product manufacturing and commercialization, donor lists, external patent costs and software costs. They are carried at cost less accumulated amortization. Amortization commences when the intangible asset is available for use and is calculated over the estimated useful lives of the intangible assets acquired using the straight-line method. The maximum period used for each category of intangible asset are presented in the table below. The estimated useful lives and amortization method are reviewed annually, with the effect of any changes in estimates being accounted for on a prospective basis. The amortization expense is recognized in the consolidated statements of operations in the expense category consistent with the function of the intangible assets.

 

Intangible asset

   Period  

Licenses and other rights

     30 years  

Donor lists

     10 years  

Patents

     20 years  

Software

     5 years  

 

j)

Impairment of tangible and intangible assets

At the end of each reporting period, the Corporation reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If impairment indicators exist, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. For intangible assets not yet available for use, an impairment test is performed annually at November 30, until amortization commences, whether or not there are impairment indicators. When it is not possible to estimate the recoverable amount of an individual asset, the Corporation estimates the recoverable amount of the cash-generating unit (CGU) which represents the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets, groups of assets or CGUs to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, the corporate assets are also allocated to individual CGUs, or otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be identified.

The recoverable amount is the higher of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

An impairment loss is recognized when the carrying amount of an asset or a CGU exceeds its recoverable amount by the amount of this excess. An impairment loss is recognized immediately in profit or loss in the period during which the loss is incurred. Where an impairment loss subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount; on reversal of an impairment loss, the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU in prior periods. A reversal of an impairment loss is recognized immediately in profit or loss.

 

k)

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns and other similar allowances.

The Corporation earns revenues from research and development services, license and milestone fees, sale of goods and leasing arrangements, which may include multiple elements. The individual elements of each agreement are divided into separate units of accounting, if certain criteria are met. The applicable revenue recognition method is then applied to each unit. Otherwise, the applicable revenue recognition criteria are applied to combined elements as a single unit of accounting.

Rendering of services

Revenues from research and development services are recognized using the proportional performance method. Under this method, revenues are recognized proportionally with the degree of completion of the services under the contract when it is probable that the economic benefits will flow to the Corporation and revenue and costs associated with the transaction can be measured reliably.

 

58     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

Licensing fees and milestone payments

Certain license fees are comprised of up-front fees and milestone payments. Up-front fees are recognized over the estimated term during which the Corporation maintains substantive obligations. Milestone payments are recognized as revenue when the milestone is achieved, customer acceptance is obtained and the customer is obligated to make performance payments. Certain license arrangements require no continuing involvement by the Corporation. Non-refundable license fees are recognized as revenue when the Corporation has no further involvement or obligation to perform under the arrangement, the fee is fixed or determinable and collection of the amount is reasonably assured.

Sale of goods

Revenue from the sale of goods is recognized when all the following conditions are satisfied:

 

   

the Corporation has transferred to the customer the significant risks and rewards of ownership of the goods;

 

   

the Corporation retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

 

   

the amount of revenue can be measured reliably;

 

   

it is probable that the economic benefits associated with the transaction will flow to the entity; and

 

   

the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Amounts received in advance of meeting the revenue recognition criteria are recorded as deferred revenue on the consolidated statements of financial position.

Rental revenue

The Corporation accounts for the lease with its tenant as an operating lease when the Corporation has not transferred substantially all of the risks and benefits of ownership of its property. Revenue recognition under an operating lease commences when the tenant has a right to use the leased asset, and the total amount of contractual rent to be received from the operating lease is recognized on a straight-line basis over the term of the lease. Rental revenue also includes recoveries of operating expenses and property taxes.

 

l)

Research and development expenses

Expenditure on research activities is recognized as an expense in the period during which it is incurred.

An internally generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following have been demonstrated:

 

   

the technical feasibility of completing the intangible asset so that it will be available for use or sale;

 

   

the intention to complete the intangible asset and use or sell it;

 

   

the ability to use or sell the intangible asset;

 

   

how the intangible asset will generate probable future economic benefits;

 

   

the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

 

   

the ability to measure reliably the expenditures attributable to the intangible asset during its development.

To date, the Corporation has not capitalized any development costs.

Research and development expenses presented in the statement of operations comprise the costs to manufacture the plasma-derived therapeutics used in pre-clinical tests and clinical trials. It also includes the cost of therapeutics used in the PBI-4050 clinical trials, external consultants supporting the clinical trials and pre-clinical tests, employee compensation and other operating expenses involved in research and development activities. Finally, it includes the cost of developing new bioseparation products.

 

Prometic Life Sciences Inc.    59


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

m)

Foreign currency translation

Transactions and balances

Transactions in foreign currencies are initially recorded by the Corporation and its entities at their respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange at the reporting date. All differences are taken to the consolidated statements of operations. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates when the initial transactions took place.

Group companies

The assets and liabilities of foreign operations are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and their statements of operations are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on the translation are recognised in other comprehensive loss. On disposal of a foreign operation, the component of other comprehensive loss relating to that particular foreign operation is recognised in the consolidated statement of operations and comprehensive loss.

 

n)

Income taxes

The Corporation uses the liability method of accounting for income taxes. Deferred income tax assets and liabilities are recognized in the consolidated statement of financial position for the future tax consequences attributable to differences between the consolidated financial statements carrying values of existing assets and liabilities and their respective income tax bases. Deferred income tax assets and liabilities are measured using income tax rates expected to apply when the assets are realized or the liabilities are settled. The effect of a change in income tax rates is recognized in the year during which these rates change. Deferred income tax assets are recognized to the extent that it is probable that future tax profits will allow the deferred tax assets to be recovered.

 

o)

Share-based payments

The Corporation has a stock option plan and a restricted share unit plan. The fair value of stock options granted is determined at the grant date using the Black-Scholes option pricing model, and is expensed over the vesting period of the options. Awards with graded vesting are considered to be multiple awards for fair value measurement. The fair value of Restricted Share Units (“RSU”) is determined using the market value of the Corporation’s shares on the grant date. When the vesting of RSU is dependent on meeting performance targets, to determine the expense to recognize over the vesting period, the Corporation will estimate the outcome of the performance targets and revise those estimates until the final outcome is determined. An estimate of the number of awards that are expected to be forfeited is also made at the time of grant and revised periodically if actual forfeitures differ from those estimates.

The vesting program was changed for the 2017-2019 RSU cycle. Under the new program, a portion of the RSU granted will vest at a rate of 33% at the end of each calendar year. These are usually referred to as time based vesting RSU. The remainder of the awards granted require objectives to be achieved by the end of the cycle, in this case the end of 2019, when the performance assessment is made for the vesting to occur. For RSU issued under previous cycles (2016 and prior), the RSU vest upon achievement of the objectives which are assessed on a quarterly basis. Under all programs, the participant must be in the employ of the Corporation when the conditions for obtaining the RSU are met. For RSU that vest upon the achievement of objectives and for which the objectives are considered probable of being achieved at the end of a given reporting period, the Corporation will recognize over the expected vesting period, the probability weighted expense associated with the RSU. On this basis, if the likelihood of an objective being met increases over time, a higher portion of the expense would be recognized, and the opposite, if the probability decreases.

The Corporation’s policy is to issue new shares upon the exercise of stock options and the release of RSU for which conditions have been met.

 

60     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

p)

Earnings per share (EPS)

The Corporation presents basic and diluted earnings per share (“EPS”) data for its common shares. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Corporation by the weighted average number of common shares outstanding during the year. Diluted EPS is determined by adjusting the weighted average number of common shares outstanding for the effects of all dilutive potential common shares, which comprise warrants, future investment rights, stock options and RSU. For the years ended December 31, 2017 and 2016, all warrants, future investment rights, stock options and RSU were anti-dilutive since the Corporation reported net losses.

 

q)

Share and warrant issue expenses

The Corporation records share and warrant issue expenses as an increase to the deficit.

 

3.

Significant accounting judgments and estimation uncertainty

The preparation of these consolidated financial statements requires the use of judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. The uncertainty that is often inherent in estimates and assumptions could result in material adjustments to assets or liabilities affected in future periods.

Significant judgments

Revenue recognition – The Corporation does at times enter into revenue agreements which provide, among other payments, up-front payments in exchange for licenses and other access to intellectual property. Management applies its judgment to assess whether these payments were received in exchange for the provision of goods or services which have stand-alone value to the customer.

Functional currency – The functional currency of foreign subsidiaries is reviewed on an ongoing basis to assess if changes in the underlying transactions, events and conditions have resulted in a change. During the years ended December 31, 2017 and 2016 no changes were deemed necessary. This assessment is also performed for new subsidiaries. When assessing the functional currency of a foreign subsidiary, management’s judgment is applied in order to determine, amongst other things, the primary economic environment in which an entity operates, the currency in which the activities are funded and the degree of autonomy of the foreign subsidiary from the reporting entity in its operations and financially. Judgment is also applied in determining whether the inter-company loans denominated in foreign currencies form part of the parent Corporation’s net investment in the foreign subsidiary. Considering such loans as part of the net investment in the foreign subsidiary results in foreign currency translation gains or losses resulting from the translation of these loans being recorded in other comprehensive loss instead of the statement of operations.

Determining whether assets acquired constitute a business – In determining whether the acquisition of an equity interest in Telesta Therapeutics Inc. (“Telesta”) fell within the scope of IFRS 3, Business Combination (see note 5), management evaluated whether Telesta represented an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower cost or other economic benefits directly to investors or other owners, members or participants. In making this evaluation, management considered whether Telesta had inputs, processes and other elements making it a business. Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business. Management concluded that it had inputs, processes and other elements making it a business and therefore accounted for the acquisition as a business combination.

Assets arising from a business combination - The cost of the acquisition of a business must be allocated to the identifiable assets and liabilities acquired based on their estimated fair values in accordance with the requirements of IFRS 3, Business Combinations. The estimated lives and amortization periods for certain identifiable assets must also be determined.

 

Prometic Life Sciences Inc.    61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

As part of this allocation process, the Corporation must identify and attribute values and estimated lives to the identifiable assets acquired. These determinations involve significant estimates and assumptions regarding the value a market participant would be willing to pay for capital assets and intangibles. These estimates and assumptions determine the amount allocated to the identifiable capital and intangible assets and the amortization period for capital assets and intangible assets with finite lives. If future events or results differ from these estimates and assumptions, the Corporation could record increased amortization or impairment charges in the future.

Going concern - In assessing whether the going concern assumption is appropriate and whether there are material uncertainties that may cast significant doubt about the Corporation’s ability to continue as a going concern, management must estimate future cash flows for a period of at least twelve months following the end of the reporting period by considering relevant available information about the future. Management has considered a wide range of factors relating to expected cash inflows such as product sales, including whether the Corporation will obtain regulatory approval for commercialization of therapeutics, licensing and milestone revenues and potential sources of debt and equity financing including the exercise of in-the-money warrants and options. Management has also estimated expected cash outflows such as operating and capital expenditures and debt repayment schedules, including the ability to delay uncommitted expenditures. These cash flow estimates are subject to uncertainty. Management has concluded that there are no material uncertainties related to events or conditions that may cast significant doubt upon the Corporation’s ability to continue as a going concern for at least the next twelve months.

Estimates and assumptions

Assessing the recoverable amount of intangible assets not yet available for use – In determining the value in use as part of the impairment test on the intangible assets that are not yet available for use (note 11) performed as of November 30th each year, management must make estimates and assumptions regarding the estimated future cash flows such as production capacities and costs, market penetration and selling prices for the Corporation’s therapeutics and, the commencement date for their commercialisation, etc. The future cash flows are estimated using a five-year projection of cash flows before taxes which are based on the most recent budgets and forecasts available to the Corporation. The fifth year was then extrapolated, including a 2% annual growth rate. The estimated cash flows are then discounted to their net present value using a pre-tax discount rate that includes a risk premium specific to the line of business. The Corporation determined its value in use by applying a pre-tax discount rate of 17.33% at November 30, 2017 equivalent to a post-tax discount rate of 11.87%. The values of the Canadian to U.S. dollar exchange rates used over the forecasting period ranged from 1.23 to 1.24 CAD/USD rate and were based on forward exchange contract rates.

Expense recognition of restricted share units – The expense recognized in regards to the RSU for which the performance conditions have not yet been met is based on an estimation of the probability of the successful achievement of a number of performance conditions, many of which depend on research, regulatory process and business development outcomes which are difficult to predict, as well as the timing of their achievement. The final expense is only determinable when the outcome is known.

Fair value of financial instruments – The individual fair values attributed to the different components of a financing transaction, are determined using valuation techniques. The Corporation uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations in order to determine the values attributed to each component of a transaction at the time of their issuance and for disclosing the fair value of financial instruments subsequently carried at amortized cost. The fair value estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. The assumptions regarding the long-term debt are disclosed in note 14.

Valuation of deferred income tax assets – To determine the extent to which deferred income tax assets can be recognized, management estimates the amount of probable future taxable profits that will be available against which deductible temporary differences and unused tax losses can be utilized. Management exercises judgment to determine the extent to which realization of future taxable benefits is probable, considering the history of taxable profits, budgets and forecasts and availability of tax strategies.

 

62     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

4.

Change in standards, interpretations and accounting policies

 

a)

New standards and interpretations not yet adopted

Standards and interpretations issued but not yet effective up to the date of the Corporation’s consolidated financial statements are listed below. This listing of standards and interpretations issued are those that the Corporation reasonably expects might have an impact on disclosures, financial position or performance when applied at a future date. The Corporation intends to adopt these standards when they become effective.

IFRS 9, Financial Instruments – Recognition and Measurement (“IFRS 9”)

In July 2014, the IASB issued the final version of IFRS 9, with a mandatory effective date of January 1, 2018. The new standard brings together the classification and measurements, impairment and hedge accounting phases of the IASB’s project to replace IAS 39, Financial Instruments: Recognition and Measurement. In addition to the new requirements for classification and measurement of financial assets, a new general hedge accounting model and other amendments issued in previous versions of IFRS 9, the standard also introduces new impairment requirements that are based on a forward-looking expected credit loss model. The Corporation does not anticipate IFRS 9 having a significant impact on the financial statements upon adoption.

IFRIC 22, Foreign Currency Transactions and Advance Consideration (“IFRIC 22”)

In December 2016, the IASB issued IFRIC 22, which addresses how to determine the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) and on the derecognition of a non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration in a foreign currency. IFRIC 22 is effective for annual periods beginning on or after January 1, 2018. Early adoption is permitted. The Corporation does not anticipate IFRIC 22 having a significant impact on the financial statements upon adoption.

IFRS 15, Revenue from contracts with customers (“IFRS 15”)

In May 2014, the IASB issued IFRS 15, a new standard that specifies the steps and timing for issuers to recognize revenue as well as requiring them to provide more informative, relevant disclosures. IFRS 15 supersedes IAS 11, Construction Contracts, and IAS 18, Revenue and related interpretations. Adoption of IFRS 15 is mandatory and will be effective for the Corporation’s fiscal year beginning on January 1, 2018, with earlier adoption permitted.

IFRS 16, Leases (“IFRS 16”)

In January 2016, the IASB issued IFRS 16, a new standard that replaces IAS 17, Leases. IFRS 16 is a major revision of the way in which companies account for leases and will no longer permit off balance sheet leases. Adoption of IFRS 16 is mandatory and will be effective for the Corporation’s fiscal year beginning on January 1, 2019. Early application is permitted for companies that also apply IFRS 15.

The Corporation is in the process of evaluating the impact of adopting IFRS 15 and IFRS 16 on its consolidated financial statements.

 

b)

Adoption of new accounting standards

The accounting policies used in these annual consolidated financial statements are consistent with those applied by the Corporation in its December 31, 2016 annual consolidated financial statements except for the amendments to certain accounting standards which are relevant to the Corporation and were adopted by the Corporation as of January 1, 2017 as described below.

IAS 7, Statement of Cash Flows (“IAS 7”)

An amendment to IAS 7 requires additional disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including changes arising from cash flows and non-cash changes. The amendment is effective for annual periods beginning on or after January 1, 2017, and is applied prospectively. The adoption of the amendment did not have a significant impact on the disclosures as the Corporation was already providing similar disclosures in its long-term debt note in the consolidated financial statements.

 

Prometic Life Sciences Inc.    63


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

IAS 12, Income Taxes (“IAS 12”)

An amendment to IAS 12 clarifies the guidance on the recognition of deferred tax assets related to unrealized losses resulting from debt instruments that are measured at their fair values on a continuous basis. The amendment is effective for annual periods beginning on or after January 1, 2017 and is applied retrospectively. The adoption of the amendment did not have any impact on the consolidated financial statements on the adoption date since the Corporation did not hold any debt instrument measured at fair value on a continuous basis for which there were unrealized losses.

 

c)

Change in accounting policies

Segmented information

During the second quarter of 2017, the Corporation made changes to the reported operating segments by splitting the former Protein technology segment into two new segments being the Bioseparations and the Plasma-derived therapeutics segments. The Small molecule therapeutic segment was unaffected by this change. The modification reflects the desire of the Chief Operating Decision Makers (“CODM”) to obtain, starting in the second quarter of 2017, discrete financial information to assess the performance of these activities separately as the Plasma-derived therapeutic business approaches the commercial launch of its first therapeutic (plasminogen) with other therapeutics expected to be commercialized in the following years. The organizational structure and business activities required to develop the products, run the clinical trials and support the commercial activities relating to the sale of a plasma-derived therapeutic are different than those required to develop and commercialize the bioseparation products. The CODM assess the performance of the operating segments based on segment profit or loss which comprises revenues, cost of sales and production, research and development and administration, selling and marketing expense.

The full 2017 and 2016 years segments disclosures have been restated to reflect the changes in the Corporation’s operating segments.

 

5.

Business combination

On October 31, 2016 (the “closing date”), the Corporation acquired 100% of the outstanding shares of Telesta Therapeutics Inc., a Canadian based company at a price of $0.14 per Telesta common share, payable in Prometic common shares. The number of common shares issued by Prometic to acquire the Telesta common shares was based on the volume weighted average closing price (“VWAP”) of Prometic’s common shares for the five trading days prior to the closing date of the acquisition of $2.98. Accordingly, each Telesta common share was acquired for 0.04698 Prometic common share and a total of 14,258,213 Prometic common shares were issued. The Corporation also issued 277,910 warrants having an exercise price of $6.39 maturing on September 23, 2019 in replacement of the Telesta warrants. The fair value of the common shares issued by the Corporation was calculated using the closing market price of the shares on the closing date of $2.82. The fair value of the warrants issued was determined using a Black-Scholes pricing model and the following assumptions: volatility 56%, interest-free rate 0.56% and a marketability discount of 20%.

The fair value of the consideration given is presented in the table below:

 

Common shares issued

   $ 40,208  

Warrants issued

     65  
  

 

 

 
   $ 40,273  
  

 

 

 

 

64     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

The Corporation recognised all of the identifiable net assets at their acquisition date fair values as presented in the following table.

 

Net identifiable assets acquired:

  

Cash and cash equivalents

   $ 13,495  

Marketable securities and short-term investments

     22,714  

Account receivable

     1,446  

Prepaids

     164  

Long-term receivable

     1,718  

Capital assets

     10,753  

Accounts payable and accrued liabilities

     (1,878

Other long-term liabilities

     (587

Deferred revenues

     (88

Finance lease obligation

     (12

Long-term debt

     (7,452
  

 

 

 

Net assets

   $ 40,273  
  

 

 

 

The following financial instruments had gross contractual amounts which were different than the fair value recognized.

 

     Contractual amounts      Fair value  

Long-term receivable

     1,845      $ 1,718  

Accounts payable and accrued liabilities

     (1,897      (1,878

Other long-term liabilities

     (698      (587

Long-term debt

     (7,986      (7,452
  

 

 

    

 

 

 

The assets and liabilities of Telesta are included in the consolidated statements of financial position as at December 31, 2017 and 2016, and the operating results are reflected in its consolidated statements of operations since October 31, 2016.

 

6.

Marketable securities and short-term investments

Marketable securities and short-term investments with maturities greater than 90 days are as follows:

 

     December 31,
2017
     December 31,
2016
 

Marketable securities:

     

Bonds issued in CAD currency, earning interest at rates ranging from 0.77% to 1.30% and matured on various dates from January 9, 2017 to February 23, 2017

   $ —        $ 2,198  
  

 

 

    

 

 

 

Short-term investments:

     

Guaranteed investment certificate issued in CAD currency, earning interest at 0.90% and matured on January 9, 2017

   $ —        $ 459  

Term deposits having a principal of US $4,758,260 earning interest at rates ranging from 0.86% to 0.90% and matured on various dates from January 23, 2017 to February 8, 2017

     —          6,389  

Treasury bill having a principal of US $1,502,536 earning interest at 0.53% and matured on February 10, 2017

     —          2,017  
  

 

 

    

 

 

 
   $ —        $ 8,865  
  

 

 

    

 

 

 
   $ —        $ 11,063  
  

 

 

    

 

 

 

 

Prometic Life Sciences Inc.    65


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

 

7.

Accounts receivable

     December 31,
2017
     December 31,
2016
 

Trade receivables

   $ 1,796      $ 3,340  

Tax credits and government grants receivable

     3,883        4,134  

Sales taxes receivable

     763        596  

Other receivables

     397        309  
  

 

 

    

 

 

 
   $ 6,839      $ 8,379  
  

 

 

    

 

 

 

 

8.

Inventories

 

     December 31,
2017
     December 31,
2016
 

Raw materials

   $ 24,075      $ 11,727  

Work in progress

     10,090        967  

Finished goods

     1,848        964  
  

 

 

    

 

 

 
   $ 36,013      $ 13,658  
  

 

 

    

 

 

 

During the year ended December 31, 2017, inventories in the amount of $6,594 were recognized as cost of sales and production ($5,757 for the year ended December 31, 2016). Inventory write-downs of $246 were recorded during the year ended December 31, 2017 ($546 for the year ended December 31, 2016).

 

9.

Other long-term assets

 

     December 31,
2017
     December 31,
2016
 

Restricted cash

   $ 226      $ 175  

Long-term receivables

     1,943        1,821  

Deferred financing costs

     5,266        —    

Available-for-sale financial assets

     1,228        1,227  
  

 

 

    

 

 

 
   $ 8,663      $ 3,223  
  

 

 

    

 

 

 

Restricted cash is composed of a guaranteed investment certificate, bearing interest at 0.35% per annum (at December 31, 2016, bearing interest at 0.35%), pledged as collateral for a letter of credit to a landlord which automatically renews until the end of the lease.

 

66     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

 

10.

Capital assets

 

     Land and
Buildings
     Leasehold
improvements
    Production
and laboratory
equipment
    Furniture and
computer
equipment
    Total  

Cost

           

Balance at January 1, 2016

   $ —        $ 9,253     $ 16,106     $ 1,651     $ 27,010  

Additions

     —          2,645       11,346       1,236       15,227  

Acquired in a business combination (note 5)

     4,501        268       5,799       185       10,753  

Disposals

     —          —         (240     (134     (374

Effect of foreign exchange differences

     —          (1,021     (948     (107     (2,076
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

   $ 4,501      $ 11,145     $ 32,063     $ 2,831     $ 50,540  

Additions

     38        1,587       5,321       806       7,752  

Disposals

     —          —         (680     (90     (770

Effect of foreign exchange differences

     —          92       83       8       183  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

   $ 4,539      $ 12,824     $ 36,787     $ 3,555     $ 57,705  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated depreciation

           

Balance at January 1, 2016

   $ —        $ 3,057     $ 4,157     $ 755     $ 7,969  

Depreciation expense

     27        473       1,644       375       2,519  

Disposals

     —          —         (216     (98     (314

Effect of foreign exchange differences

     —          (424     (358     (45     (827
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

   $ 27      $ 3,106     $ 5,227     $ 987     $ 9,347  

Depreciation expense

     192        580       2,221       639       3,632  

Disposals

     —          —         (521     (84     (605

Effect of foreign exchange differences

     —          40       35       2       77  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

   $ 219      $ 3,726     $ 6,962     $ 1,544     $ 12,451  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Carrying amounts

           

At December 31, 2017

   $ 4,320      $ 9,098     $ 29,825     $ 2,011     $ 45,254  

At December 31, 2016

     4,474        8,039       26,836       1,844       41,193  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

As at December 31, 2017, there are $10,219 and $3,524 of production and laboratory equipment and leasehold improvements, respectively, net of government grants, that are not yet available for use and for which depreciation has not started ($12,751 and $3,427 as of December 31, 2016).

Certain investments in equipment are eligible for government grants. The government grants receivable are recorded in the same period as the eligible additions and are credited against the capital asset addition. During the year ended December 31, 2017, the Corporation recognized $231 ($4 during the year ended December 31, 2016) in government grants.

As at December 31, 2017, production and laboratory equipment includes assets under finance leases with a net carrying amount of $1,131 ($nil as at December 31, 2016).

 

Prometic Life Sciences Inc.    67


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

11.

Intangible assets

 

     Licenses and
other rights
     Patents      Software      Total  

Cost

           

Balance at January 1, 2016

   $ 146,596      $ 6,484      $ 964      $ 154,044  

Additions

     7,109        723        536        8,368  

Disposals

     —          (140      (36      (176

Effect of foreign exchange differences

     (102      (965      (13      (1,080
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2016

   $ 153,603      $ 6,102      $ 1,451      $ 161,156  

Additions

     963        742        757        2,462  

Disposals

     —          (593      —          (593

Effect of foreign exchange differences

     6        95        5        106  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2017

   $ 154,572      $ 6,346      $ 2,213      $ 163,131  
  

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated amortization

           

Balance at January 1, 2016

   $ 3,210      $ 2,150      $ 345      $ 5,705  

Amortization expense

     151        431        149        731  

Disposals

     —          (26      (36      (62

Effect of foreign exchange differences

     (68      (625      (12      (705
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2016

   $ 3,293      $ 1,930      $ 446      $ 5,669  

Amortization expense

     197        458        289        944  

Disposals

     —          (195      —          (195

Effect of foreign exchange differences

     7        57        2        66  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2017

   $ 3,497      $ 2,250      $ 737      $ 6,484  
  

 

 

    

 

 

    

 

 

    

 

 

 

Carrying amounts

           

At December 31, 2017

   $ 151,075      $ 4,096      $ 1,476      $ 156,647  

At December 31, 2016

     150,310        4,172        1,005        155,487  
  

 

 

    

 

 

    

 

 

    

 

 

 

Intangible assets include $141,000 pertaining to a license held by NantPro Biosciences, LLC (“NantPro”) and $7,106 pertaining to a reacquired right from a licensee; both of these rights are not yet available for use and consequently their amortization has not commenced. At November 30, 2017, the Corporation performed an impairment test on the license and reacquired right and concluded that no impairment was required (see note 3).

 

12.

Accounts payable and accrued liabilities

 

     December 31,
2017
     December 31,
2016
 

Trade payables

   $ 19,333      $ 14,269  

Wages and severances payable

     6,839        7,606  

Current portion of operating and finance lease inducements and obligations (note 15)

     3,301        1,004  

Current portion of settlement fee payable (note 16)

     102        —    

Current portion of royalty payment obligation (note 16)

     —          577  

Current portion of other employee benefit liabilities (note 16)

     379        379  
  

 

 

    

 

 

 
   $ 29,954      $ 23,835  
  

 

 

    

 

 

 

 

68     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

 

13.

Advance on revenues from a supply agreement

The Corporation entered into a loan agreement with a customer whereby it received an advance on revenues relating to a supply agreement between the parties amounting to $3,400 (2,000,000 Great British pounds, “GBP”) and originally maturing in September 2014. In May 2014, the Corporation and the customer amended the loan agreement extending the maturity date to April 1, 2015 and on March 27, 2015, the loan agreement was amended further extending the maturity date to April 30, 2018. The principal amount of the advance bears interest at a rate of 5% per annum and is being repaid as products are supplied and revenues received.

 

14.

Long-term debt

The transactions during the years ended December 31, 2017 and 2016 and the carrying value of the long-term debt at December 31, 2017 and 2016 were as follows:

 

     2017      2016  

Balance at January 1,

   $ 48,115      $ 21,998  

Interest accretion

     7,686        4,781  

Repayment of principal on long-term debt

     (3,454      —    

Repayment of stated interest on long-term debt

     (163      —    

Issuance of third OID loan

     18,363        —    

Drawdown on non-revolving credit facility

     21,098        —    

Foreign exchange revaluation on credit facility balance

     (491      —    

Reduction of the face value of the third OID loan by $8,577

     (4,134      —    

Increase of the face value of the first OID loan by $50,373

     —          19,427  

Long-term debt assumed in a business combination (note 5)

     —          7,452  

Reduction of the face value of the second OID loan by $5,958

     —          (3,200

Reduction of the face value of the second OID loan by $4,176

     —          (2,343
  

 

 

    

 

 

 

Balance at December 31,

   $ 87,020      $ 48,115  
  

 

 

    

 

 

 

Comprised of the following loans:

     

OID loan having a face value of $61,704 maturing on July 31, 2022 with an effective interest rate of 14.8% 1)

   $ 32,721      $ 28,492  

OID loan having a face value of $21,172 maturing on July 31, 2022 with an effective interest rate of 10.6% 1)

     13,355        12,078  

OID loan having a face value of $30,593 maturing on July 31, 2022 with an effective interest rate of 15.5% 1)

     15,815        —    

Non-revolving US dollars credit facility draws, expiring on November 30, 2019 bearing stated interest of 8.5% per annum (effective interest rate of 16.4%)1)

     20,876        —    

Government term loan having a principal amount of $1,000 full repayable on August 31, 2018 with an effective interest rate of 9.2% and a stated interest of 3.2%2), 3)

     973        2,986  

Non-interest bearing government term loan having a principal amount of $2,306 repayable in equal monthly installments of $82 until January 31, 2020 with an effective interest rate of 2.8% 2)

     2,249        2,640  

Non-interest bearing government term loan having a principal amount of $1,031 full repayable on January 5, 2018 with an effective interest rate of 9.1% 2)

     1,031        1,919  
  

 

 

    

 

 

 
   $ 87,020      $ 48,115  

Less current portion of long-term debt

     (3,336      (5,802
  

 

 

    

 

 

 
   $ 83,684      $ 42,313  
  

 

 

    

 

 

 

 

1) 

The loans are secured by all the assets of the Corporation excluding patents and require that certain covenants be respected including maintaining an adjusted working capital ratio.

2) 

These loans were assumed as part of the Telesta business combination (note 5) and were recognized at their fair values on the closing date of the transaction. The fair value was determined using a discounted cashflow model and an effective interest rate specific to the loan as disclosed in the table above.

3) 

The loan is secured by the land, the manufacturing facility and equipments located in Belleville. At December 31, 2017, the net carrying value of the secured assets is $8,678.

 

Prometic Life Sciences Inc.    69


 

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

2017

On April 27, 2017, the Corporation issued a third Original Issue Discount (“OID”) loan and warrants (the “Sixth Warrants”) to the holder of the long-term debt for total proceeds of $25,010. The total proceeds were allocated to the debt and the warrants based on fair value at the issue date. Further details concerning the warrants are provided in note 17c. Under the terms of the new loan, the Corporation will repay the face value of the OID loan, in the amount of $39,170 at maturity on July 31, 2022. The OID loan was recorded at its fair value at the transaction date less the associated transaction costs of $184 for a net amount of $18,363. The fair value of the loan was determined using a discounted cash flow model for the debt instrument with a market interest rate of 15.5%.

In July 2017, the holder of the long-term debt used the set off of principal right under the loan agreements, to settle the amounts due to the Corporation following its participation in a private placement for 5,045,369 common shares which occurred concurrently with the closing of a public offering of common shares, on July 6, 2017.

As a result, the face value of the third OID loan was reduced by $8,577, from $39,170 to $30,593. The reduction of $8,577 is equivalent to the value of the shares issued at the agreed price of $1.70 concluded in connection with the private placement. This transaction was accounted for as an extinguishment of a portion of the OID loan and the difference between the adjustment to the carrying value of the loan of $4,134 and the amount recorded for the shares issued of $8,325 was recorded as a loss on extinguishment of a loan of $4,191. The shares were recorded at fair value, determined using the closing price of $1.65 on the date of issue July 6, 2017, resulting in a value of the shares issued of $8,325.

On November 30, 2017, the Corporation entered into a non-revolving credit facility agreement bearing interest of 8.5% per annum which expires November 30, 2019. The credit facility comprises two tranches of US$40,000,000 which become available to draw upon once certain conditions are met. The drawdowns on the available tranches are limited to US$10,000,000 per month.

As part of the agreement, the Corporation issued 54 million warrants (“Seventh Warrants”) to the holder of the long-term debt in consideration for the non-revolving credit facility and US$10,000. Further details concerning the warrants are provided in note 17c. At each drawdown, the value of the proceeds drawn are allocated to the debt and equity based on their fair value.

The Corporation drew on the credit facility on November 30, 2017 and on December 14, 2017 respectively. The total proceeds allocated to the debt upon the two drawdowns in 2017 was $21,098. The fair value of the debt was determined using a discounted cash flow model for the debt instrument with a market interest rate of 16.4%. The fees incurred in regards of the credit facility, which comprise legal fees and also the 10,000,000 warrants issued upon signature of the credit facility (note 17c), for a total of $5,473 have been recorded in the consolidated statement of financial position as other long-term assets and will be amortized and recognized into the consolidated statement of operations over the term of the credit facility.

At December 31, 2017, the Corporation was in compliance with covenants of all outstanding loans and the credit facility.

2016

On February 29, 2016, pursuant to an additional financing for total proceeds of $30,010, the Corporation issued additional debt and warrants (the “Fifth Warrants”) to the holder of the long-term debt. Under the terms of this addendum to the first Original Issue Discount (“OID”) loan, the face value of the OID loan to be repaid at the maturity loan, which remains unchanged at July 31, 2022, increased by $50,373. This brought the total face value of the first OID loan to $61,704. Further details concerning the warrants issued are provided in note 17c.

The total proceeds were allocated to the debt and warrants based on fair value at the issue date. The carrying amount of the debt increased by the issue date fair value of the additional sum to repay at the maturity date less the associated transaction costs of $165, representing a net amount of $19,427. The fair value of the increased payment of $50,373 at the maturity date was determined using a discounted cash flow model for the debt instrument with a market interest rate of 15.84%. When combining the loan that was outstanding at the date of the increase with the addendum, the combined effective rate that will be used to recognise the interest expense on the first OID loan going forward is 14.8%.

 

 

70     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

In May 2016, the holder of the long-term debt used the set off of principal right under the loan agreements, to settle the amounts due to the Corporation following its participation in a private placement for 1,921,776 common shares which occurred concurrently with the closing of a public offering of common shares, on May 25, 2016.

As a result, the face value of the second OID loan was reduced by $5,958, from $31,306 to $25,348. The reduction of $5,958 is equivalent to the value of the shares issued at the agreed price of $3.10 concluded in connection with the private placement. This transaction was accounted for as an extinguishment of a portion of the OID loan and the difference between the adjustment to the carrying value of the loan of $3,200 and the amount recorded for the shares issued of $5,785 was recorded as a loss on extinguishment of a loan of $2,585. The shares were recorded at fair value, determined using the closing price of $3.01 on the date of issue May 25, 2016, resulting in a value of the shares issued of $5,785.

On October 31, 2016, concurrently with the closing of the Telesta acquisition, the Corporation entered into a private placement agreement with the holder of the long-term debt for 1,401,632 common shares. The holder of the long-term debt has used the set off of principal rights under the loan agreements, to settle the amounts due to the Corporation following its participation in the private placement.

As a result, the face value of the second OID loan was reduced by $4,176, from $25,348 to $21,172. The reduction of $4,176 is equivalent to the value of the shares issued at the 5-day VWAP of $2.98 concluded in connection with the private placement. This transaction was accounted for as an extinguishment of a portion of the OID loan and the difference between the adjustment to the carrying value of the loan of $2,343 and the amount recorded for the shares issued of $3,953 was recorded as a loss on extinguishment of a loan of $1,609. The shares were recorded at fair value, determined using the closing price of $2.82 on the date of issue October 31, 2016, resulting in a value of the shares issued of $3,953.

 

15.

Operating and finance lease inducements and obligations

 

     December 31,
2017
     December 31,
2016
 

Finance lease obligations

   $ 972      $ —    

Deferred operating lease inducements and obligations

     4,402        2,011  
  

 

 

    

 

 

 
   $ 5,374      $ 2,011  

Less current portion of operating and finance lease inducements and obligations

     (3,301      (1,004
  

 

 

    

 

 

 
   $ 2,073      $ 1,007  
  

 

 

    

 

 

 

The following table presents the future minimum finance lease payments as of December 31, 2017:

 

     Within 1 year      2 - 5 years      Total  

Future minimum lease payments

   $ 338      $ 783      $ 1,121  

Less future finance costs

     (73      (76      (149
  

 

 

    

 

 

    

 

 

 

Finance lease obligation

   $ 265      $ 707      $ 972  
  

 

 

    

 

 

    

 

 

 

 

 

Prometic Life Sciences Inc.    71


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

 

16.

Other long-term liabilities

 

     December 31,
2017
     December 31,
2016
 

Settlement fee payable (a)

   $ 190      $ 270  

Royalty payment obligation (b)

     2,963        3,100  

Other employee benefit liabilities

     593        914  

Other long-term liabilities

     70        118  
  

 

 

    

 

 

 
   $ 3,816      $ 4,402  

Less:

     

Current portion of settlement fee payable (note 12)

     (102      —    

Current portion of royalty payment obligation (note 12)

     —          (577

Current portion of employee benefit liabilities (note 12)

     (379      (379
  

 

 

    

 

 

 
   $ 3,335      $ 3,446  
  

 

 

    

 

 

 

 

a)

Settlement of litigation

During the year ended December 31, 2012, the Corporation was served with a lawsuit in the Federal Court of Canada (Court) relating to a claim for infringement of two Canadian issued patents held by a third party plaintiff, GE Healthcare Biosciences AB (“GE”). The Corporation filed a statement of defence on the infringement claims, in addition to a counterclaim requesting that the Court declare both patents invalid and unenforceable.

The Corporation and GE entered into a settlement and license agreement on October 25, 2016 to mutually discontinue all past claims and counterclaims between the parties and to commercialize the underlying technologies over the term of the license, which shall not extend, on a country-by-country basis, beyond October 2021 (the “Term”). Under the agreement, Prometic shall pay GE an aggregate amount of $1,000 between October 25, 2016 and October 25, 2020 in consideration thereof, Minimum Annual Royalty (“MAR”) payments totaling $587 over the Term and a 2% net sales royalty on sales of certain Prometic bioseparation products to third parties and affiliates during the Term; the royalties being creditable against the MAR. The net sales royalty expense will be recorded as such product sales are recognized.

As a result, the Corporation recorded an expense of $913 representing the present value of the $1,000 settlement fee determined using an effective interest rate of 15.8%, under administration expenses in the consolidated statement of operations for the year ended December 31, 2016.

 

b)

Royalty payment obligation

On December 16, 2016, the Corporation and one of its licensee’s modified the terms of a license agreement entered into by the parties. As a result, the Corporation reacquired the rights initially granted in the license agreement, to a 50% share of the worldwide profits pertaining to the sale of plasminogen for the treatment of plasminogen congenital deficiency (the “Reacquired Right”). As consideration for the Reacquired Right, the Corporation issued 1,683,040 common shares (note 17a), accepted to forego the payment of an outstanding receivable balance of $1,334 and agreed to make royalty payments on the sales of plasminogen for congenital deficiency, using a rate of 5% up to a total of US$2,500,000. If by December 31, 2020 the full royalty obligation has not been paid, the unpaid balance will become due. The Corporation recognized a royalty payment obligation of $3,100 in the consolidated statement of financial position at December 31, 2016, representing the discounted value of the expected royalty payments to be made until December 31, 2020, using a discount rate of 9.2%. The aggregate value of the consideration given of $7,059 was recognized as an addition to intangible assets.

 

 

72     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

 

17.

Share capital and other equity instruments

 

a)

Share capital

Authorized and without par value:

Unlimited number of common shares, participating, carrying one vote per share, entitled to dividends.

Unlimited number of preferred shares, no par value, issuable in one or more series.

 

     December 31, 2017      December 31, 2016  
     Number      Amount      Number      Amount  

Issued common shares

     710,593,273      $ 575,550        623,229,331      $ 480,637  

Share purchase loan to an officer

     —          (400      —          (400
  

 

 

    

 

 

    

 

 

    

 

 

 

Issued and fully paid common shares

     710,593,273      $ 575,150        623,229,331      $ 480,237  
  

 

 

    

 

 

    

 

 

    

 

 

 

In February 2016, $50 of the principal amount of the share purchase loan to an officer was reimbursed together with $55 in interest receivable. As a result, the principal amount of the loan was reduced to $400. In March 2016, the maturity date of the loan was amended to the earlier of (i) March 31, 2019 or (ii) 30 days preceding a targeted NASDAQ or NYSE listing date of Prometic’s shares. The share purchase loan bears interest at prime plus 1%.

Changes in the issued and outstanding common shares during the years ended December 31, 2017 and 2016 were as follows:

 

     2017      2016  
     Number      Amount      Number      Amount  

Balance - beginning of year

     623,229,331      $ 480,237        581,930,868      $ 365,540  

Issued for cash

     31,250,000        53,125        19,400,000        60,140  

Issued in consideration of loan extinguishment (note 14)

     5,045,369        8,325        3,323,408        9,737  

Exercise of future investment rights (note 17c)

     44,791,488        27,594        —          —    

Exercise of stock options (note 17b)

     3,086,203        811        2,022,590        979  

Shares issued under restricted share units plan (note 17b)

     3,190,882        5,058        611,212        957  

Issued in relation to the business combination (note 5)

     —          —          14,258,213        40,208  

Issued in consideration of reaquired rights (note 16b)

     —          —          1,683,040        2,626  

Reimbursement of share purchase loan to an officer

     —          —          —          50  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance - end of year

     710,593,273      $ 575,150        623,229,331      $ 480,237  
  

 

 

    

 

 

    

 

 

    

 

 

 

2017

On July 6, 2017, the Corporation issued 31,250,000 common shares following a bought deal public offering for gross proceeds of $53,125. The underwriters received a cash commission of 6% of the gross proceeds of the offering. Concurrently with the bought deal public offering, the Corporation concluded a private placement with the holder of the long-term debt. Using the rights conveyed under the loan agreement, the holder of the long-term debt elected to extinguish a portion of the face value of the third OID loan as consideration for the 5,045,369 shares issued (note 14). The aggregate issuance costs related to these issuances, including the commission, in the amount of $3,878, were recorded against the deficit during the year ended December 31, 2017.

2016

On May 25, 2016, the Corporation issued 19,400,000 common shares following a bought deal public offering for gross proceeds of $60,140. The underwriters received a cash commission of 5% of the gross proceeds of the offering. Concurrently with the bought deal public offering, the Corporation concluded a private placement with the holder of the long-term debt. Using the rights conveyed under the loan agreement, the holder of the long-term debt elected to extinguish a portion of the face value of the second OID loan as consideration for the 1,921,776 shares issued (note 14). The aggregate issuance costs related to these issuances, including the underwriters’ commission, in the amount of $3,549, were recorded against the deficit during the year ended December 31, 2016.

 

Prometic Life Sciences Inc.    73


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

On October 31, 2016, the Corporation issued 14,258,213 common shares having a fair value of $40,208 to acquire Telesta (note 5). Concurrently with the share issuance, the Corporation concluded a private placement with the holder of the long-term debt. Using the rights conveyed under the loan agreement, the holder of the long-term debt elected to extinguish a portion of the face value of the second OID loan as a consideration for the 1,401,632 common shares issued (note 14). The aggregate issuance costs related to the shares of $93 were recorded against the deficit during the year ended December 31, 2016.

On December 16, 2016, the Corporation issued 1,683,040 common shares having a fair value of $2,626 as part of the consideration given to reacquire a right from a licensee (note 16b). The aggregate issuance cost related to the shares of $13 were recorded against the deficit during the year ended December 31, 2016.

 

b)

Contributed surplus (share-based payments)

Stock options

The Corporation has established a stock option plan for its directors, officers, employees and service providers. The plan provides that the aggregate number of shares reserved for issuance at any time under the plan may not exceed 33,434,585 common shares and the maximum number of common shares, which may be reserved for issuance to any individual, may not exceed 5% of the outstanding common shares. The stock options issued under the plan may be exercised over a period not exceeding ten years from the date they were granted. The vesting period of the stock options varies from immediate vesting to vesting over a period not exceeding 5 years. In some circumstances, the vesting of stock options may be conditional to attaining performance conditions. The vesting conditions are established by the Board of Directors on the grant date. The exercise price is based on the weighted average share price for the five business days prior to the grant.

Changes in the number of stock options outstanding during the years ended December 31, 2017 and 2016 were as follows:

 

     2017      2016  
     Number      Weighted
average
exercise price
     Number      Weighted
average
exercise price
 

Balance - beginning of year

     14,372,640      $ 1.41        13,513,736      $ 0.92  

Granted

     3,809,870        1.99        3,024,100        2.91  

Forfeited

     (630,037      2.53        (140,106      2.27  

Exercised

     (3,086,203      0.16        (2,022,590      0.31  

Expired

     (3,000      0.12        (2,500      0.13  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance - end of year

     14,463,270      $ 1.79        14,372,640      $ 1.41  
  

 

 

    

 

 

    

 

 

    

 

 

 

During the year ended December 31, 2017, 177,050 and 3,632,820 options having a contractual term of five and ten years respectively were granted. All other outstanding options have a contractual term of five years.

During the year ended December 31, 2017, 3,086,203 options were exercised resulting in cash proceeds of $481 and a transfer from contributed surplus to share capital of $330. The weighted average share price on the date of exercise of the options during the year ended December 31, 2017 was $1.71.

During the year ended December 31, 2016, 2,022,590 stock options were exercised resulting in cash proceeds of $625 and a transfer from contributed surplus to share capital of $354. The weighted average share price on the date of exercise of the stock options during the year ended December 31, 2016 was $2.75.

 

 

74     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

At December 31, 2017, stock options issued and outstanding by range of exercise price are as follows:

 

Range of

exercise price

   Number
outstanding
     Weighted average
remaining
contractual life
(in years)
     Weighted
average
exercise price
     Number
exercisable
     Weighted
average
exercise price
 

$0.34 - $0.88

     3,052,624        0.4      $ 0.38        3,052,624      $ 0.38  

$1.10 - $2.02

     2,920,861        2.9        1.27        1,881,217        1.19  

$2.07 - $2.44

     5,770,981        6.1        2.23        2,041,493        2.35  

$2.55 - $3.19

     2,718,804        3.4        2.98        1,203,016        2.98  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     14,463,270        3.7      $ 1.79        8,178,350      $ 1.44  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The Corporation uses the Black-Scholes option pricing model to calculate the fair value of options at the date of grant. The weighted average inputs into the model and the resulting grant date fair values during the year ended December 31, 2017 and 2016 were as follows:

 

     2017     2016  

Expected dividend rate

     —         —    

Expected volatility of share price

     61.8     63.3

Risk-free interest rate

     1.2     0.7

Expected life in years

     6.8       3.8  

Weighted average grant date fair value

   $  1.19     $ 1.36  
  

 

 

   

 

 

 

The expected volatility was based on historical volatility of the common shares while the expected life was based on the historical holding patterns. The fair value of the grants is expensed over the vesting period on the assumption that between 3.4% to 5.5% (between 2.8% and 4.6% in 2016) of the unvested stock options will be forfeited annually over the service period.

A share-based payment compensation expense of $3,436 was recorded for the stock options for the year ended December 31, 2017 ($2,871 for the year ended December 31, 2016).

Restricted share units

The Corporation has established an equity-settled restricted share units plan for executive officers of the Corporation, as part of its incentive program designed to align the interests of its executives with those of its shareholders, and in accordance with its Long Term Incentive Plan. The vesting conditions are established by the Board of Directors on the grant date and must generally be met within 3 years. Each vested RSU gives the right to receive a common share.

During 2017, the Board decided to replace 1,220,623 of the expired RSU with an equivalent number of RSU keeping the same vesting conditions but extending the evaluation period for the attainment of the objectives by one year to December 31, 2017. The replacement RSU were issued on April 11, 2017. This transaction was accounted for as a modification of the existing RSU that did not have an impact on the value of the RSU.

The RSU granted prior to the grant on November 24, 2017 vest upon achievement of various corporate and commercial objectives and the underlying shares become available for issuance once the RSU are vested. On November 24, 2017, the Corporation granted 6,228,456 RSU to management (the “2017-2019 RSU”), the time period to meet the vesting conditions goes until December 31, 2019. The grant included 1,132,448 units that vest at a rate of 33.3% at the end of each year and become available for release at the time of vesting, and 5,096,008 units that have performance-based conditions with a scaling payout depending on performance. These 2017-2019 performance based RSU will only vest at the end of 2019 if individual RSU objectives are met and if the participant is still at the employ of the Corporation at that time.

Changes in the number of RSU outstanding during the years ended December 31, 2017 and 2016 are presented in the following table. The units granted represent the maximum payout based on achievement of all objectives.

 

 

Prometic Life Sciences Inc.    75


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

 

     2017      2016  

Balance - beginning of year

     9,999,251        7,869,117  

Granted

     7,449,079        2,741,346  

Expired

     (3,157,311      —    

Forfeited

     (538,854      —    

Released

     (3,190,882      (611,212
  

 

 

    

 

 

 

Balance - end of year

     10,561,283        9,999,251  
  

 

 

    

 

 

 

The grant date fair value of a 2017-2019 RSU is $1.42 (2016-2018 RSU is $2.87). A share-based payment compensation expense of $5,226 was recorded during the year ended December 31, 2017 ($3,992 for the year ended December 31, 2016). At December 31, 2017, there were 1,895,224 vested RSU outstanding (1,214,479 at December 31, 2016) and 8,666,059 unvested RSU outstanding (8,784,772 at December 31, 2016).

Share-based payment expense

The total share-based payment expense has been included in the consolidated statements of operations for the years ended December 31, 2017 and 2016 as indicated in the following table:

 

     2017      2016  

Cost of sales and production

   $ 370      $ 261  

Research and development expenses

     4,150        3,052  

Administration, selling and marketing expenses

     4,142        3,550  
  

 

 

    

 

 

 
   $ 8,662      $ 6,863  
  

 

 

    

 

 

 

 

c)

Warrants and future investment rights

The warrants and future investment rights issued by the Corporation provide essentially the same rights to the holders. The following table summarizes the changes in the number of warrants and rights outstanding during the years ended December 31, 2017 and 2016:

 

     2017      2016  
     Number      Weighted
average
exercise price
     Number      Weighted
average
exercise price
 

Balance of warrants and rights - beginning of year

     101,863,180      $ 1.44        89,791,890      $ 1.00  

Warrants issued for cash

     64,600,407        2.03        11,793,380        4.70  

Warrants issued in relation to the business combination (note 5)

     —          —          277,910        6.39  

Exercise of future investment rights

     (44,791,488      0.47        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants and rights - end of year

     121,672,099      $ 2.11        101,863,180      $ 1.44  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants and rights exercisable - end of year

     87,672,099      $ 2.27        101,863,180      $ 1.44  
  

 

 

    

 

 

    

 

 

    

 

 

 

2017

On February 3, 2017, all of the 44,791,488 future investment rights were exercised resulting in cash proceeds of $21,052 and a transfer from warrants and future investment rights to share capital of $6,542.

On April 27, 2017, pursuant to a financing for total proceeds of $25,010, the Corporation issued additional debt and the Sixth Warrants to the holder of the long-term debt. Further details concerning the debt issued are provided in note 14. The Sixth Warrants consist of 10,600,407 warrants, each giving the holder the right to acquire one common share at an exercise price of $3.70, paid either in cash or in consideration of the lender’s cancellation of an equivalent amount of the face value of an OID loan. The warrants expire on October 26, 2023. The value of the proceeds attributed to the warrants of $6,463 was recorded in warrants and future investment rights. The issuance cost related to the warrants, in the amount of $145, has been recorded against the deficit.

 

 

76     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

On November 30, 2017, pursuant to entering into a non-revolving credit facility agreement, the Corporation issued the Seventh Warrants to the holder of the long-term debt. Further details concerning the credit facility are provided in note 14. The Seventh Warrants consist of 54 million warrants from which 10 million warrants were exercisable as of the date of the agreement and the remaining 44 million warrants become exercisable as and if the Corporation draws upon the credit facility in increments of US$10,000,000; five million warrants become exercisable for each US$10,000,000 drawn on the first US$40,000,000 tranche of the credit facility and six million warrants become exercisable for each US$10,000,000 drawn on the second US$40,000,000 tranche of the credit facility. Each warrant gives the holder the right to acquire one common share at an exercise price of $1.70. The warrants expire on June 30, 2026. Although the warrants are issued and outstanding in the warrant table above, for accounting purposes, these warrants will be recognized and measured at the time they become exercisable.

The amount of each US$10,000,000 drawdown on the non-revolving credit facility is allocated to the debt and the warrants based on their fair value at the time of the drawdown. The initial 10 million warrants exercisable upon signature of the agreement were valued at $5,214 and were recognized as a deferred financing costs with the offsetting entry in equity. The Corporation drew on the facility on November 30, 2017 and on December 14, 2017 and the value of the proceeds attributed to the warrants was $2,363 and $2,245 respectively, which was recorded in equity. Issuance cost related to the issuance of the Seventh Warrants, in the amount of $125, have been recorded against the deficit.

2016

On February 29, 2016, pursuant to an additional financing for total proceeds of $30,010, the Corporation issued additional debt and the Fifth Warrants to the holder of the long-term debt. Further details concerning the debt issued are provided in note 14.

The Fifth Warrants consist of 11,793,380 warrants, each giving the holder the right to acquire one common share at an exercise price of $4.70, paid either in cash or in consideration of the lender’s cancellation of an equivalent amount of the face value of an OID loan. The warrants expire on July 31, 2022. The value of the proceeds attributed to the warrants of $10,418 was recorded in warrants and future investment rights.

On October 31, 2016, the Corporation issued 277,910 warrants in replacement of the Telesta warrants and in connection with the business combination of Telesta (note 5). The warrants have an exercise price of $6.39 and expire on September 23, 2019.

The aggregate issuance cost related to the warrants, in the amount of $167, has been recorded against the deficit.

As at December 31, 2017, the following warrants and future investment rights, classified as equity, to acquire shares were outstanding:

 

        Number      Expiry date      Exercise price  
     277,910        September 2019      $ 6.39  
     1,000,000        September 2021        0.52  
     20,276,595        September 2021        0.77  
     16,723,807        July 2022        1.87  
     7,000,000        July 2022        3.00  
     11,793,380        July 2022        4.70  
     10,600,407        October 2023        3.70  
     54,000,000        June 2026        1.70  
  

 

 

       

 

 

 
     121,672,099         $ 2.11  
  

 

 

       

 

 

 

 

18.

Non-controlling interests

The shares of three of the Corporation’s subsidiaries are partially held by non-controlling interests. The subsidiaries are Prometic Bioproduction Inc. (PBP), Pathogen Removal and Diagnostic Technologies Inc. (PRDT) and NantPro. The Corporation held on December 31, 2017 and 2016, 87.0%, 77.0% and 73.0% of the ownership interests respectively.

 

Prometic Life Sciences Inc.    77


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

Summarized financial information for PBP, PRDT and NantPro, for the years ended December 31, 2017 and 2016 is provided in the following tables. This information is based on amounts before inter-company eliminations.

2017

Summarized statements of financial position

 

     PBP      PRDT      NantPro  

Investment tax credits receivables, inventories and other current assets

   $ 13,250      $ —        $ —    

Capital and intangible assets (long-term)

     20,427        398        141,025  

Trade and other payables (current)

     (6,965      (417      —    

Intercompany loans and lease inducements and obligations (long-term)

     (120,789      (15,003      —    
  

 

 

    

 

 

    

 

 

 

Total equity

   $ (94,077    $ (15,022    $ 141,025  
  

 

 

    

 

 

    

 

 

 

Attributable to non-controlling interests

   $ (10,722    $ (5,901    $ 38,070  
  

 

 

    

 

 

    

 

 

 

Summarized statements of operations

 

     PBP      PRDT      NantPro  

Revenues or services rendered to other members of the group

   $ 3,712      $ 181      $ —    

Cost of sales and production

     (1,635      —          —    

Research and development expenses

     (34,027      (335      (17,482

Adminstration and other expenses

     (4,587      (957      (210
  

 

 

    

 

 

    

 

 

 

Net loss and comprehensive loss

   $ (36,537    $ (1,111    $ (17,692
  

 

 

    

 

 

    

 

 

 

Attributable to non-controlling interests

   $ (4,750    $ (779    $ (4,776
  

 

 

    

 

 

    

 

 

 

During the year ended December 31, 2017, PBP used $24,394 and $3,544 in cash for its operating and investing activities respectively and received $28,200 from financing activities.

2016

Summarized statements of financial position

 

     PBP      PRDT      NantPro  

Investment tax credits receivables and other current assets

   $ 7,464      $ —        $ —    

Capital and intangible assets (long-term)

     18,624        566        141,025  

Trade and other payables (current)

     (4,925      (374      —    

Intercompany loans (long-term)

     (78,703      (13,801      —    
  

 

 

    

 

 

    

 

 

 

Total equity

   $ (57,540    $ (13,609    $ 141,025  
  

 

 

    

 

 

    

 

 

 

Attributable to non-controlling interests

   $ (5,972    $ (5,122    $ 38,070  
  

 

 

    

 

 

    

 

 

 

Summarized statements of operations

 

     PBP      PRDT      NantPro  

Revenues or services rendered to other members of the group

   $ 5,440      $ 126      $ —    

Research and development expenses

     (34,698      (234      (17,897

Adminstration and other expenses

     (2,936      (1,009      (119
  

 

 

    

 

 

    

 

 

 

Net loss and comprehensive loss

   $ (32,194    $ (1,117    $ (18,016
  

 

 

    

 

 

    

 

 

 

Attributable to non-controlling interests

   $ (4,185    $ (813    $ (4,864
  

 

 

    

 

 

    

 

 

 

During the year ended December 31, 2016, PBP used $25,962 and $9,653 in cash for its operating and investing activities respectively and received $35,602 from financing activities.

 

 

78     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

The losses allocated to the non-controlling interests and the carrying amount of the non-controlling interest on the consolidated statement of financial position, per subsidiary are as follows:

 

     2017      2016  

Consolidated statements of financial position:

     

Prometic Bioproduction Inc.

   $ (10,722    $ (5,972

Pathogen Removal and Diagnostic Technologies Inc.

     (5,901      (5,122

NantPro Biosciences, LLC

     38,070        38,070  
  

 

 

    

 

 

 

Total non-controlling interests

   $ 21,447      $ 26,976  
  

 

 

    

 

 

 
     2017      2016  

Consolidated statements of operations:

     

Prometic Bioproduction Inc.

   $ (4,750    $ (4,185

Pathogen Removal and Diagnostic Technologies Inc.

     (779      (813

NantPro Biosciences, LLC

     (4,776      (4,864
  

 

 

    

 

 

 

Total non-controlling interests

   $ (10,305    $ (9,862
  

 

 

    

 

 

 

 

19.

Capital disclosures

 

     2017      2016  

Finance lease obligations

   $ 972      $ —    

Long-term debt

     87,020        48,115  

Total equity

     143,431        159,343  

Cash and cash equivalents

     (23,166      (27,806

Marketable securities and short-term investments

     —          (11,063
  

 

 

    

 

 

 

Total Capital

   $ 208,257      $ 168,589  
  

 

 

    

 

 

 

The Corporation’s objective in managing capital is to ensure sufficient liquidity to finance its research and development activities, administration, selling and marketing expenses, working capital and overall expenditures on capital and intangible assets. The Corporation makes every effort to manage its liquidity to minimize dilution to its shareholders, whenever possible. The Corporation is subject to one externally imposed capital requirement (refer to note 14) and the Corporation’s overall strategy with respect to capital risk management remains unchanged from the year ended December 31, 2016.

 

20.

Revenues

 

     2017      2016  

Revenues from the sale of goods

   $ 16,461      $ 12,892  

Milestone and licensing revenues

     19,724        —    

Revenues from the rendering of services

     1,930        3,371  

Rental revenue

     1,000        129  
  

 

 

    

 

 

 
   $ 39,115      $ 16,392  
  

 

 

    

 

 

 

In August 2017, the Corporation entered into a licensing agreement with a third-party in China and as a result, milestone and licensing revenues of $19,724 were recorded during the third quarter of 2017. The third party having not remitted funds associated with the license fee and initial milestone payment within the specified payment terms was consequently in breach of the agreement. As a result, the Corporation was in a position to exercise its contractual rights and opted to terminate the agreement in March 2018 thereby returning all the rights previously conferred under the license agreement back to Prometic. The Corporation has written-off the accounts receivable to bad debt expense as at December 31, 2017 (see note 29b).

 

Prometic Life Sciences Inc.    79


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

 

21.

Information included in the consolidated statements of operations

 

Year ended December 31,

   2017      2016  

a) Government assistance included in research and development

     

Gross research and development expenses

   $ 101,946      $ 88,863  

Research and development tax credits

     (1,554      (1,248
  

 

 

    

 

 

 
   $ 100,392      $ 87,615  
  

 

 

    

 

 

 

b) Finance costs

     

Interest on long-term debt

   $ 7,686      $ 4,781  

Amortization of fees for line of credit

     208        —    

Other interest expense, transaction and bank fees

     384        109  

Interest income

     (313      (363
  

 

 

    

 

 

 
   $ 7,965      $ 4,527  
  

 

 

    

 

 

 

c) Wages and salaries

     

Wages and salaries

   $ 44,211      $ 36,191  

Employer’s benefits

     8,556        6,766  

Share-based payments expense

     8,662        6,863  
  

 

 

    

 

 

 

Total employee benefit expense

   $ 61,429      $ 49,820  
  

 

 

    

 

 

 

 

22.

Pension plan

The Corporation maintains a defined contribution pension plan for its permanent employees. The Corporation matches the contributions made by employees who elect to participate in the plan up to a maximum percentage of their annual salary. The Corporation’s contributions recognized as an expense for the year ended December 31, 2017 amounted to $1,596 ($1,154 for the year ended December 31, 2016).

 

23.

Government assistance

The Corporation has received government grants from the Isle of Man Government relating to operating and capital expenditures to be incurred by the Corporation and are disbursed to the Corporation when such expenditures are made.

The Isle of Man Government reserves the right to reclaim part or all of the grants received should the Corporation leave the Isle of Man according to the following schedule – 100% repayment within five years of receipt, then a sliding scale after that for the next 5 years – 6 years 80%, 7 years 60%, 8 years 40%, 9 years 20%, 10 years 0%.

If the Corporation were to cease operations in the Isle of Man as December 31, 2017, it would be required to repay $1,787 in relation to grants received in the past amounting to $1,888. No provision has been made in these consolidated financial statements for any future repayment relating to the grants received.

 

80     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

 

24.

Income taxes

The income tax recovery reported in the consolidated statement of operations for the years ended December 31, 2017 and 2016 are as follows:

 

     2017      2016  

Current income taxes

   $ (3,165    $ (418

Deferred income taxes

     (11,587      (6,220
  

 

 

    

 

 

 
   $ (14,752    $ (6,638
  

 

 

    

 

 

 

The following table provides a reconciliation of the income tax recovery calculated at the combined statutory income tax rate to the income tax recovery recognized in the consolidated statements of operations:

 

     2017     2016  

Net loss before income taxes

   $ (134,788   $ (117,307

Combined Canadian statutory income tax rate

     26.8     26.9
  

 

 

   

 

 

 

Income tax at combined income tax rate

     (36,123     (31,556

Increase (decrease) in income taxes resulting from:

    

Unrecorded potential tax benefit arising from current-period losses and other deductible temporary differences

     35,568       23,499  

Effect of tax rate differences in foreign subsidiaries

     (2,513     (2,988

Non-deductible or taxable items

     (1,132     2,962  

Change in tax rate

     (6,175     2,107  

Recognition of previous years unrecognized deferred tax assets

     (1,221     (242

Research and development tax credit

     (4,193     (420

Foreign witholding tax

     1,039       —    

Other

     (2     —    
  

 

 

   

 

 

 
   $ (14,752   $ (6,638
  

 

 

   

 

 

 

The following table presents the nature of the deferred tax assets and liabilities that make up the deferred tax assets and deferred tax liabilities balance at December 31, 2017 and 2016.

 

     Intangible assets     R&D expenses     Losses     Other     Total  

As at January 1, 2016

   $ 40,607     $ —       $ (9,192   $ (257   $ 31,158  

Charged (credited) to profit or loss

     83       (97     (6,491     285       (6,220

Charged (credited) to profit and loss (foreign exchange)

     —         —         257       —         257  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As at December 31, 2016

          

Deferred tax liabilities

   $ 40,690     $ (97   $ (15,426   $ 28     $ 25,195  

Charged (credited) to profit and loss

     (13,209     (841     2,582       (7     (11,475

Charged (credited) to profit and loss (foreign exchange)

     —         —         684       —         684  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As at December 31, 2017

   $ 27,481     $ (938   $ (12,160   $ 21     $ 14,404  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprised of the following:

          

Deferred tax assets

     —         (938     (9     21       (926

Deferred tax liabilities

   $ 27,481     $ —       $ (12,151   $ —       $ 15,330  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Prometic Life Sciences Inc.    81


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

Available temporary differences not recognized at December 31, 2017 and 2016 are as follows:

 

     2017      2016  

Tax losses (non-capital)

   $ 280,002      $ 278,197  

Tax losses (capital)

     33,962        34,053  

Unused research and development expenses

     72,636        130,443  

Undeducted financing expenses

     17,894        10,770  

Interest expenses carried forward

     8,176        7,316  

Trade and other payable

     1,141        1,631  

Capital assets

     580        804  

Intangible assets

     95,980        103,963  

Start-up expense

     3,952        4,434  

Unrealized loss (gain) on exchange rate

     413        —    

Other

     241        379  
  

 

 

    

 

 

 
   $ 514,977      $ 571,990  
  

 

 

    

 

 

 

At December 31, 2017, the Corporation has non-capital losses of $361,914 of which $280,002 are available to reduce future taxable income for which the benefits have not been recognized. These losses expire at various dates from 2022 to 2037 (except for the non-capital losses in the United Kingdom which do not expire). The Corporation has capital losses of $33,962 that are available to reduce future taxable income for which the benefits have not been recognized. These tax attributes can be carried forward indefinitely. At December 31, 2017, the Corporation also has unused research and development expenses of $76,415 of which $72,636 are available to reduce future taxable income for which the benefits have not been recognized.

At December 31, 2017, the Corporation also had unused federal tax credits available to reduce future income tax in the amount of $18,672 expiring between 2022 and 2037. Those credits have not been recorded and no deferred income tax assets have been recognized in respect to those tax credits.

The unused non-capital losses expire as indicated in the table below:

 

     Canada      Foreign  

At December 31, 2017

   Federal      Provincial      Countries  

Losses carried forward expiring in:

        

2022

   $ —        $ —        $ 1,551  

2023

     —          —          2,521  

2024

     —          —          3,390  

2025

     —          —          2,649  

2026

     —          —          2,547  

2027

     —          —          9,511  

2028

     3,510        3,495        9,940  

2029

     —          —          3,951  

2030

     76        76        9,274  

2031

     977        977        8,982  

2032

     855        855        1,517  

2033

     4,089        4,023        2,063  

2034

     8,761        8,261        12,808  

2035

     9,314        10,826        26,906  

2036

     30,186        22,668        40,166  

2037

     42,650        42,649        49,542  
  

 

 

    

 

 

    

 

 

 
   $ 100,418      $ 93,830      $ 187,318  
  

 

 

    

 

 

    

 

 

 

As at December 31, 2017, the Corporation and its subsidiaries have tax losses which arose in the United Kingdom of $74,178 that are available to reduce future taxable income for which the benefits have not been recognized. These tax attributes can be carried forward indefinitely.

 

82     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

25. Segmented information

The Corporation’s three operating segments are Bioseparations, Plasma-derived therapeutics and Small molecule therapeutics (see note 4c – change in accounting policies).

Bioseparations: The segment develops and manufactures Prometic’s core bioseparation technologies and products. Its proprietary affinity absorbents and Mimetic LigandTM purification platform are used by pharmaceutical and medical companies worldwide and for its own extraction and purification manufacturing processes.

Plasma-derived therapeutics: The segment develops manufacturing processes, based on Prometic’s own affinity technology, to provide efficient extraction and purification of therapeutic proteins from human plasma, the Plasma Protein Purification System (PPPSTM), a multi-product sequential purification process. This technology is key for extracting proteins, which Prometic plans to commercialize with an emphasis on therapeutic products targeting orphan and rare diseases.

Small molecule therapeutics: The segment is a small molecule drug discovery and development business. It has lead compounds, namely PBI-4050 which targets unmet medical needs such as the treatment of idiopathic pulmonary fibrosis (“IPF”), Alström syndrome as well as other fibrotic indications. The operating segment is also working on multiple follow-on drugs such as PBI-4547 and PBI-4425 at the pre-clinical stage.

The reconciliation to the statement of operations column includes the elimination of intercompany transactions between the segments and the remaining activities not included in the above segments. These expenses generally pertain to public entity reporting obligations, investor relations, financing and other corporate office activities.

The accounting policies of the segments are the same as the accounting policies of the Corporation. The operating segments results include intercompany transactions between the segments which are done in a manner similar to transactions with third parties.

a) Revenues and expenses by operating segments

 

For the year ended December 31, 2017

   Bioseparations      Plasma-derived
therapeutics
    Small
molecule
therapeutics
    Reconciliation
to statement
of operations
    Total  

External revenues

   $ 16,802      $ 2,490     $ 19,724     $ 99     $ 39,115  

Intersegment revenues

     1,566        39       —         (1,605     —    
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     18,368        2,529       19,724       (1,506     39,115  

Cost of sales and production

     7,877        4,014       —         (1,742     10,149  

R&D - Manufacturing cost of therapeutics to be used in clinical trials

     —          32,766       1,755       (423     34,098  

R&D - Other expenses

     7,301        40,958       17,426       609       66,294  

Administration, selling and marketing expenses

     2,719        13,539       3,633       11,550       31,441  

Bad debt expense

     —          —         20,491       —         20,491  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ 471      $ (88,748   $ (23,581   $ (11,500   $ (123,358

Gain on foreign exchange

              (726

Finance costs

              7,965  

Loss on extinguishment of liabilities

              4,191  
           

 

 

 

Net loss before income taxes

            $ (134,788
           

 

 

 

Other information

           

Depreciation and amortization

   $ 907      $ 2,880     $ 428     $ 361     $ 4,576  

Share-based payment expense

     394        2,269       1,509       4,490       8,662  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

Prometic Life Sciences Inc.    83


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

 

For the year ended December 31, 2016 (restated)

   Bioseparations     Plasma-derived
therapeutics
    Small
molecule
therapeutics
    Reconciliation
to statement
of operations
    Total  

External revenues

   $ 13,725     $ 2,538     $ —       $ 129     $ 16,392  

Intersegment revenues

     2,410       184       —         (2,594     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     16,135       2,722       —         (2,465     16,392  

Cost of sales and production

     8,087       1,435       —         (1,890     7,632  

R&D - Manufacturing cost of therapeutics to be used in clinical trials

     —         32,759       894       (477     33,176  

R&D - Other expenses

     6,336       34,852       13,338       (87     54,439  

Administration, selling and marketing expenses

     3,274       6,788       3,310       15,099       28,471  

Bad debt expense

     —         837       —         —         837  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment loss

   $ (1,562   $ (73,949   $ (17,542   $ (15,110   $ (108,163

Loss on foreign exchange

             423  

Finance costs

             4,527  

Loss on extinguishment of liabilities

            

 

4,194

 

 

 

Net loss before income taxes

             $(117,307)  

Other information

          

Depreciation and amortization

   $ 898     $ 1,801     $ 352     $ 199     $ 3,250  

Share-based payment expense

     276       1,345       1,316       3,926       6,863  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Information by geographic area

b) Capital and intangible assets by geographic area

 

     2017      2016  

Canada

   $ 33,979      $ 32,624  

United States

     155,034        153,630  

United Kingdom

     12,888        10,426  
  

 

 

    

 

 

 
   $ 201,901      $  196,680  
  

 

 

    

 

 

 

c) Revenues by location

 

     2017      2016  

China

   $ 19,724      $ 200  

Switzerland

     7,411        7,967  

Netherlands

     2,722        965  

Korea

     2,637        40  

Canada

     2,482        1,636  

Austria

     1,439        133  

United States

     1,075        3,038  

United Kingdom

     843        1,059  

Other countries

     782        1,354  
  

 

 

    

 

 

 
   $ 39,115      $  16,392  
  

 

 

    

 

 

 

Revenues are attributed to countries based on the location of customers.

The Corporation derives significant revenues from certain customers. During the year ended December 31, 2017, there was one customer in the Small molecule therapeutics segment that accounted for 50% of total revenues and two customers in the Bioseparations segment that accounted for 27% (20% and 7% respectively) of total revenues. For the year ended December 31, 2016, there was one customer who accounted for 51% of total revenues in the Bioseparations segment.

 

84     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

 

26.

Related party transactions

Balances and transactions between the Corporation and its subsidiaries, which are related parties of the Corporation, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Corporation and other related parties are disclosed below and in other notes accordingly to the nature of the transactions. These transactions have been recorded at the exchange amount, meaning the amount agreed to between the parties.

During the year ended December 31, 2017, interest revenues earned on the share purchase loan to an officer (note 17a) in the amount of $16 ($15 for the year ended December 31, 2016) were recorded and included in other receivables. At December 31, 2017, there was $12 in interest receivable on the share purchase loan to an officer ($13 at December 31, 2016).

 

27.

Compensation of key management personnel

The Corporation’s key management personnel comprises the external directors, officers and executives which included 24 individuals in 2017 and 23 individuals in 2016. The remuneration of the key management personnel during the years ended December 31, 2017 and 2016 was as follows:

 

     2017      2016  

Current employee benefits1)

   $ 7,750      $ 6,760  

Pension costs

     293        278  

Share-based payments

     6,515        5,330  
  

 

 

    

 

 

 
   $ 14,558      $ 12,368  
  

 

 

    

 

 

 

 

1)

Short-term employee benefits include director fees paid in cash, salaries, bonuses and the cost of other employee benefits.

 

28.

Commitments

CMO Lease

The Corporation signed a long-term manufacturing contract with a third party which provides the Corporation with additional manufacturing capacity (“the CMO contract”). The payments under the CMO contract cover the use of the production facility, a specified number of direct and indirect labour hours and the related overhead expense during a minimum of 20 weeks per year, over a 15-year term. The term of the agreement will be automatically extended after the initial term for successive terms of five years, unless a notification of termination is produced by one of the parties. The annual minimum payments under the agreement are subject to escalation annually calculated as the greatest of 3% or the Industrial Product Price / Pharmaceutical and Medicine Manufacturing index under the North American Industry Classification System. The annual payments are also subject to an adjustment calculated as 50% of the exchange rate between the U.S. dollar and the Canadian dollar at December 31st of each year.

The following table represent the future minimum operating lease payment as of December 31, 2017:

 

     Within 1 year      2 - 5 years      Later than
5 years
     Total  

Future minimum operating lease payment

   $ 3,468      $ 14,945      $ 32,291      $ 50,704  
  

 

 

    

 

 

    

 

 

    

 

 

 

The above payments include non-lease elements pertaining to the arrangement as it was impracticable to separate the operating expenses from the lease payment. The operating lease expense recognised in the consolidated statements of operations for the CMO contract was $4,707 for the year ended December 31, 2017 ($4,711 for the year ended December 31, 2016), which includes contingent rent of $727 for the year ended December 31, 2017 ($791 for the year ended December 31, 2016).

 

Prometic Life Sciences Inc.    85


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

Other Leases

The Corporation has total commitments in the amount of $26,680 under various operating leases for the rental of offices, production plant, laboratory space and office equipment. The payments for the coming years and thereafter are as follows:

 

2018

   $ 3,880  

2019

     3,212  

2020

     3,007  

2021

     3,054  

2022 and thereafter

     13,527  
  

 

 

 
   $ 26,680  
  

 

 

 

The operating lease expense recognised in the consolidated statements of operations was $5,431 for the year ended December 31, 2017 ($4,373 for the year ended December 31, 2016).

Royalties

In April 2006, the Corporation entered into an agreement with the American Red Cross for an exclusive license to use intellectual property rights relating to the PPPS. As per the agreement, Prometic could pay a royalty to the American Red Cross in addition to an annual minimum royalty of US$30,000 to maintain the license.

A company owned by an officer of the Corporation is entitled to receive a royalty of 0.5% on net sales and 3% of license revenues in regards to certain small-molecule therapeutics commercialized by the Corporation.

In the normal course of business, the Corporation enters into license agreements for the market launching or commercialization of products. Under these licenses, including the one mentioned above, the Corporation has committed to pay royalties ranging generally between 1.5% and 15.0% of net sales from products it commercializes.

Other commitments

In connection with the CMO contract, the Corporation has committed to a minimum spending between $7,000 and $9,000 each year from 2018 to 2030 (the end of the initial term). As of December 31, 2017, the remaining payment commitment under the CMO contract was $104,700 or $53,996 after deduction of the minimum lease payments under the CMO contract disclosed above.

The Corporation has entered into multiple plasma purchase agreements whereby it has committed to purchase varying volumes of plasma until December 31, 2022. As at December 31, 2017, total commitment are as follows:

 

2018

   $ 19,065  

2019

     27,376  

2020

     41,063  

2021

     27,376  

2022 and thereafter

     34,220  
  

 

 

 
   $ 149,100  
  

 

 

 

 

29.

Financial instruments and financial risk management

 

a)

Fair value

The fair values of financial assets and financial liabilities for which fair value disclosure is required, together with the carrying amounts included in the statement of financial position, are as follows:

 

86     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

 

    

2017

    

2016

 
     Carrying
amount
     Fair
value
     Carrying
amount
     Fair
value
 

Financial assets

           

Cash

   $ 23,166      $ 23,166      $ 19,933      $ 19,933  

Restricted cash

     226        226        175        175  

Marketable Securities

     —          —          2,198        2,198  

Long-term receivables

     1,943        1,943        1,821        1,821  

Financial liabilities

           

Settlement fee payable

     190        305        270        272  

Royalty payment obligation

     2,963        3,133        3,100        2,832  

Other employee benefit liabilities

     593        911        914        911  

Long-term debt

   $ 87,020      $ 99,662      $ 48,115      $ 53,551  
  

 

 

    

 

 

    

 

 

    

 

 

 

The fair value of the long-term debt at December 31, 2017 was calculated using a discounted cashflow model via the market interest rate specific to the term of the debt instruments ranging from 7.6% to 16.4%. The fair value differs from the carrying value of the long-term debt of $87,020 which is carried at amortized cost.

The fair value of the advance on revenues from a supply agreement approximates the carrying amount since the loan bears interest at a fixed rate of interest approximating market rates for this type of advance.

Fair value hierarchy

Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – valuation based on quoted prices observed in active markets for identical assets or liabilities.

Level 2 – valuation techniques based on inputs that are quoted prices of similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; inputs other than quoted prices used in a valuation model that are observable for that instrument; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 – valuation techniques with significant unobservable market inputs.

A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

Cash, restricted cash and marketable securities are considered to be level 1 fair value measurements.

The long-term receivables, settlement fee payable, royalty payment obligation, other employee benefit liabilities, and long-term debt are level 2 measurements.

 

b)

Financial risk management

The Corporation has exposure to credit risk, liquidity risk and market risk. The Corporation’s Board of Directors has the overall responsibility for the oversight of these risks and reviews the Corporation’s policies on an ongoing basis to ensure that these risks are appropriately managed.

 

Prometic Life Sciences Inc.    87


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

Credit risk:

Credit risk is the risk of financial loss to the Corporation if a customer, partner or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Corporation’s cash, investments, receivables and share purchase loan to an officer. The carrying amount of the financial assets represents the maximum credit exposure.

The Corporation reviews a new customer’s credit history before extending credit and conducts regular reviews of its existing customers’ credit performance. The Corporation evaluates accounts receivable balances based on the age of the receivable, credit history of the customers and past collection experience. As at December 31, 2017 and 2016, the allocation of the trade receivables based on aging is indicated in the following table:

 

     2017      2016  

Current and not impaired

   $ 919      $ 1,596  

Past due in the following periods:

     

31 to 60 days

     876        1,212  

61 to 90 days

     —          1  

91 to 180 days

     1        541  

Over 180 days

     782        827  

Allowance for doubtful accounts

     (782      (837
  

 

 

    

 

 

 
   $ 1,796      $ 3,340  
  

 

 

    

 

 

 

Trade receivables included amounts from two customers which represent approximately 82% (70% and 13% respectively) of the Corporation’s total trade accounts receivable as at December 31, 2017, and four customers which represent approximately 87% (34%, 22%, 16% and 15% respectively) of the Corporation’s total trade accounts receivable as at December 31, 2016.

In August 2017, the Corporation entered into a licensing agreement with a third-party in China and as a result, milestone and licensing revenues of $19,724 were recorded during the third quarter. The third party having not remitted funds associated with the license fee and initial milestone payment within the specified payment terms was consequently in breach of the agreement. As a result, the corporation was in a position to exercise its contractual rights and opted to terminate the agreement in March 2018 thereby returning all the rights previously conferred under the license agreement back to Prometic. The Corporation has written-off the accounts receivable of $18,518 to bad debt expense and has reversed the withholding taxes of $1,972 expected to be paid on this transaction as at December 31, 2017. The difference between the amount of revenue recognized and the bad debt amount is the withholding taxes that were recorded in deduction of the accounts receivable and the effect of the change in the CAD/GBP exchange rate on the accounts receivable.

Liquidity risk:

Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they come due. The Corporation manages its liquidity risk by continuously monitoring forecasts and actual cash flows.

The following table presents the contractual maturities of the financial liabilities as of December 31, 2017.

 

            Contractual Cash flows  

At December 31, 2017

   Carrying
amount
     Payable
within 1 year
     2 - 3 years      Later than
4 years
     Total  

Accounts payable and accrued liabilities1)

   $ 26,653      $ 26,653      $ —        $ —        $ 26,653  

Advance on revenues from a supply agreement

     1,901        1,919        —          —          1,919  

Long-term portion of settlement fee payable

     88        —          115        —          115  

Long-term portion of royalty payment obligation

     2,963        —          3,138        —          3,138  

Long-term portion of other employee benefit liabilities

     214        —          241        —          241  

Long-term debt 2)

     87,020        5,343        28,137        113,469        146,949  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 118,839      $ 33,915      $ 31,631      $ 113,469      $ 179,015  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1)

Excluding $3,301 for current portion of operating and finance lease inducement and obligations (note 15).

2)

Under the terms of the OID loans and the non-revolving line of credit (note 14), the holder of Second, Third, Fourth, Fifth, Sixth and Seventh Warrants may decide to cancel a portion of the face values of these loans as payment upon the exercise of these warrants. The maximum repayment due on these loans has been included in the above table.

 

88     Prometic Life Sciences Inc.


Financial Statements

PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

Market risk:

Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Corporation’s income or the value of its financial instruments.

i) Interest risk

The majority of the Corporation’s debt is at a fixed rate or a fixed amount including interest. Therefore there is limited exposure to changes in interest payments as a result of interest rate risk.

ii) Foreign exchange risk:

The Corporation is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Corporation operates in the Isle of Man, the United Kingdom and in the United States and a portion of its expenses incurred are in U.S dollars and in Great British Pounds (“GBP”). The majority of the Corporation’s revenues are in U.S. dollars and in GBP which serve to mitigate a portion of the foreign exchange risk relating to the expenditures. Financial instruments potentially exposing the Corporation to foreign exchange risk consist principally of cash and cash equivalents, short-term investments, receivables, trade and other payables, advance on revenues from a supply agreement and the amounts drawn on the non-revolving credit facility. The Corporation manages foreign exchange risk by holding foreign currencies to support forecasted cash outflows in foreign currencies.

As at December 31, 2017 and 2016, the Corporation’s net exposure to the GBP was not significant. Its net exposure to currency risk through assets and liabilities denominated in U.S. dollars was as follows:

 

     2017      2016  

Exposure in US dollars

   Amount due
in U.S. dollar
     Equivalent in
full CDN dollar
     Amount due
in U.S, dollar
     Equivalent in
full CDN dollar
 

Cash and cash equivalents

     4,813,581        6,041,526        11,597,289        15,571,679  

Short-term investments

     —          —          6,260,796        8,406,371  

Accounts receivable

     605,935        760,509        815,417        1,094,861  

Accounts payable and accrued liabilities

     (11,609,837      (14,571,506      (8,240,224      (11,064,149

Other long-term liabilities

     (1,051,790      (1,320,102      (2,054,433      (2,758,487

Finance lease obligations

     (774,978      (972,675      —          —    

Long-term debt

     (20,209,000      (25,364,316      —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Net exposure

     (28,226,089      (35,426,564      8,378,845        11,250,275  
  

 

 

    

 

 

    

 

 

    

 

 

 

Based on the above net exposures as at December 31, 2017, and assuming that all other variables remain constant, a 10 % depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in a decrease or an increase of the consolidated net loss of approximately $3,543. The Corporation has not hedged its exposure to currency fluctuations.

 

30.

Comparative information

Certain of the December 31, 2016 figures have been reclassified to conform to the current year’s presentation.

 

LOGO

 

Prometic Life Sciences Inc.    89

Exhibit 99.18

 

LOGO

Prometic. Annual Report 2018


Contents

 

Product Pipeline Opportunities

     1  

2018 Highlights and 2019 targeted milestones

     4  

Message to Shareholders

     6  

MD&A

     10  

Financial statements

     52  


Product Pipeline Opportunities

 

Prometic is a biopharmaceutical corporation specialized in rare and orphan diseases with late stage clinical assets focused on significant unmet medical needs

 

Prometic’s pipeline offers multiple near-term opportunities for success with late stage clinical assets derived from two proprietary drug discovery platforms targeting significant unmet medical needs.

The first platform, small molecule therapeutics, originates from insights into the role of two receptors involved in the healing process and how modulation of these promotes tissue regeneration as opposed to scarring and fibrosis. Prometic successfully tested the activity of its lead anti-fibrotic drug candidate, PBI 4050, in over 30 different preclinical models performed by either the Corporation or in collaboration with universities or institutions. PBI-4050 also successfully completed three separate phase 2 clinical trials demonstrating the translation of such results into clinical activity in patients. Prometic is now preparing to submit an Investigational New Drug Application (“IND”) and on its approval, to initiate its first pivotal phase 3 clinical program for PBI 4050 in Alström syndrome (“AS”) patients. PBI-4050 has been granted Orphan Drug Designation (“ODD”) by the U.S. Food and Drug Administration (“FDA”) and the European Medicines Agency (“EMA”) for the treatment of AS as well as for the treatment of Idiopathic Pulmonary Fibrosis (“IPF”). In the UK, PBI-4050 has also been granted a PIM (“Promising Innovative Medicine”) designation by the U.K. Medicines

and Healthcare Products Regulatory Agency (“MHRA”) for the treatment of IPF and AS. Finally, PBI-4050 has received a rare pediatric disease designation by the FDA for the treatment of AS, making it eligible to potentially receive a priority review voucher (“PRV”) upon regulatory approval by the FDA.

The second platform, Plasma Protein Purification System (PPPS) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceutical proteins from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs and rare diseases with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen) “Ryplazim”. Ryplazim is Prometic’s first biopharmaceutical expected to be launched commercially pending the review and approval of its BLA (Biologics License Application). Ryplazim has been granted a rare pediatric disease designation by the FDA for the treatment of congenital plasminogen deficiency which also makes it potentially eligible to receive a priority review voucher (PRV) upon regulatory approval by the FDA. Ryplazim has also been granted Fast Track status by the FDA and has been granted Orphan Drug designation by both the FDA and the EMA.

 

 

“Ryplazim has been granted a rare pediatric disease designation by the FDA for the treatment of congenital plasminogen deficiency which also makes it potentially eligible to receive a priority review voucher (PRV) upon regulatory approval by the FDA. Ryplazim has also been granted Fast Track status by the FDA.”

 

Prometic Life Sciences Inc.    1


Product Pipeline Opportunities

 

Pipeline of Early and Late Stage Small Molecule and Plasma-Derived Therapeutics

 

LOGO

 

2    Prometic Life Sciences Inc.


2018 Key Highlights

 

Small Molecule Therapeutic Highlights

Prometic hosted a Key Opinion Leader (“KOL”) meeting on the topic of novel treatments for IPF in New York City in January, 2018. The meeting featured presentations by Martin Kolb, MD, PhD, McMaster University, and Gerard Criner, MD, Temple University, who discussed the treatment landscape, as well as the unmet medical need for treating patients with IPF. Prometic’s management team provided a clinical overview of their two late stage clinical assets targeting IPF: PBI-4050 and Ryplazim and the respective role each could play in potentially treating this severe and growing unmet medical need.

Prometic also confirmed in January, 2018 that the clinical development Type C meeting held with the FDA for its orally active anti-fibrotic lead drug candidate, PBI-4050, allowed for an agreement to be reached on the design of a potential Phase 3 pivotal clinical trial for PBI 4050 in patients with IPF.

The novel anti-fibrotic mechanism of action of Prometic’s small molecule drug candidate PBI-4050 was first published in the American Journal of Pathology in February 2018. The paper entitled “A Newly Discovered Antifibrotic Pathway Regulated by Two Fatty Acid Receptors: GPR40 and GPR84” provides the scientific background on the Mode-Of-Action of PBI-4050 and its analogues in modulating these. Prometic also announced in August 2018 the publication of a paper further elucidating the mechanism of action of PBI-4050 in liver fibrosis in the Journal of Pharmacology and Experimental Therapeutics. The paper entitled “PBI-4050 reduces stellate cell activation and liver fibrosis through modulation of intracellular ATP levels and LKB1-AMPK-mTOR pathway” details the antifibrotic signaling pathway modulated by PBI 4050 and examines PBI-4050’s antifibrotic activity in liver fibrosis, a major cause of morbidity and mortality worldwide.

New clinical data from the ongoing Alström syndrome Phase 2 open label clinical trial being conducted in the United Kingdom was disclosed in March 2018. The clinical study reported that clinical activity and tolerability of PBI-4050 were sustained with prolonged treatment with further clinical activity in the heart and liver observed with longer treatment exposure.

PBI-4050 was granted a Rare Pediatric Disease Designation by the FDA in August 2018 for the treatment of AS. Prometic hosted a KOL meeting on PBI-4050 as a potential novel treatment for AS and as a promising therapeutic candidate for the treatment of Non-Alcoholic Steatohepatitis (“NASH”) in New York City in September 2018. The meeting featured presentations by Manal F. Abdelmalek, MD, MPH (Duke University School of Medicine), and Patrick Colin, BPharm, PhD (PCC Inc.), who discussed the treatment landscape, clinical development pipeline, and unmet medical need for treating patients with AS and the Metabolic Syndrome associated conditions non-alcoholic fatty liver disease (NAFLD) and NASH.

Finally, Prometic confirmed in December 2018 its decision to formally pursue AS as a clinical indication for PBI-4050 following positive feedback received from its meetings with regulatory authorities. These meetings provided Prometic with clear clinical and regulatory guidance on the design of a pivotal placebo-controlled Phase 3 clinical trial with multiple endpoints including liver and cardiac fibrosis. An IND is currently in preparation for submission in H2 2019.

 

 

Prometic Life Sciences Inc.    3


2018 Highlights and 2019 targeted milestones

 

Plasma-Derived Therapeutics Highlights

Prometic announced in March 2018 that it had received a Complete Response Letter (“CRL”) from the FDA arising from its review of the Ryplazim BLA. The FDA raised no issues regarding the clinical data but identified however, the need for Prometic to make a number of changes in the Chemistry, Manufacturing and Controls (“CMC”) section requiring the implementation and validation of additional analytical assays and “in-process controls” in the manufacturing process of Ryplazim. The FDA requested that such CMC data be submitted as an amendment to the current BLA and invited Prometic to also submit the long-term (48-week) clinical data at the same time instead of through the originally agreed upon supplemental BLA process. The FDA indicated that the submission of the new CMC data would not impact the previously granted designations, including the Priority Review Status, the Orphan Drug Designation and the Rare Pediatric Disease Designation for Ryplazim for the treatment of congenital plasminogen deficiency.

Prometic completed a Type C meeting with the FDA in September 2018 regarding the Corporation’s proposed action plan for the implementation of additional analytical assays and in-process controls related to Ryplazim manufacturing process. The feedback received during the Type C meeting allowed for the finalization of the Process Performance Qualification (“PPQ”) protocol in anticipation of commencing the manufacturing of additional Ryplazim conformance lots and filing of required BLA amendments.

New clinical data from Prometic’s pivotal IVIG phase 3 clinical trial was presented in April 2018 at the Clinical immunology Society Annual Meeting in Toronto. The clinical data presented demonstrated comparable safety and efficacy data to existing commercial IVIG products without any significant drug related safety issues. Both clinical primary and secondary endpoints in adult patients suffering from primary immunodeficiencies were met and achieved.

Corporate and Operational Highlights

In November 2018:

 

    Prometic, extended the maturity dates of its USD $80 million (CAD $100 million) non-revolving line of credit and original issue discount notes to September 2024 with Structured Alpha LP (“SALP”), an affiliate of Thomvest.

 

    A corporate update related to a series of initiatives aiming at lengthening the cash runway to better position the Corporation to achieve its objectives was provided. These included a significant reduction in the Corporation’s cash use for 2019, driven in part by significant growth in its bioseparation revenues and by a reduction of anticipated R&D expenditures by up to $30 million.

 

    Announced the closing of an At-The-Market (“ATM”) equity distribution agreement with Canaccord Genuity Corp. The ATM program allows the Corporation, at its sole discretion subject to condition set for in the equity distribution agreement to issue small tranches of common shares from treasury, at prevailing prices and in appropriate market conditions.

December 2018:

 

    Prof. Simon Best was named Interim Chief Executive Officer. Prof. Best has served as the Chairman of the Prometic Board of Directors since May 2014 and has over 30 years of global life sciences expertise with a focus on business development, strategic planning and product commercialization. Prof. Best succeeded Mr. Pierre Laurin who stepped down from his management and board responsibilities in December 2018.
 

 

4    Prometic Life Sciences Inc.


2019 – 2020 Expected Milestones

 

Small-Molecule Therapeutics Pipeline

PBI-4050

Initiation of Alström Syndrome Phase 3 pivotal clinical trials

*Expansion of the clinical program for F2-F3 Liver Fibrosis/NASH

Series of peer reviewed publications on MoA and efficacy

Partnering of selected indications and/or geographies

PBI-4547

*Completion of Phase 1

*Initiation of Phase 2 studies

(Steatosis/NASH and / or Orphan indication)

Plasma-derived Therapeutics Pipeline

Ryplazim

Approval in the USA & Canada

Approval in EU

Sale of Priority Review Voucher if received

New data for future use in critical medical conditions

Major partnering deal to Commercialise Ryplazim in USA, EU and other selected territories

Preliminary readout of clinical data of subcutaneous plasminogen formulation for tympanic membrane perforation repair

IVIG

Awaiting analytics and documentation from Phase III study

 

 

*

Subject to financing

 

Prometic Life Sciences Inc.    5


Message to Shareholders

 

Message to Shareholders

 

LOGO

Dear Shareholders,

2018 was once again a year filled with strong scientific and clinical program development achievements for Prometic. However, we failed to close the gap between the fundamental value created by these achievements and the value placed on the Corporation by the stock-market. This required a change of leadership, the adoption of a much more focussed strategy and of a clear-plan to strengthen and re-balance the Corporation’s finances with equity capital.

It has been a little more than three months since I took over leadership at Prometic as interim Chief Executive Officer. In that very short period, I have empowered our senior management team to deliver key objectives and we have completed the review and prioritization of all our programs and assets. This has allowed us to:

 

1.

Identify a range of assets with potential for monetization/ partnerships from late preclinical stages onwards

 

2.

Engage Lazard, a prominent U.S. based Investment Bank, to review and execute potential strategic transactions for the Corporation

As a result of the review process and prioritization, our highest priorities remain the following:

 

    Restructure the Corporation’s indebtedness and raise capital to fund immediate liquidity needs

 

    The earliest possible filing of amendments to BLA and receipt of new PDUFA date for Ryplazim

 

    Commencement of pivotal phase 3 clinical trial of PBI-4050 in Alström syndrome

 

    Signing of out-licensing and partnering agreements and/or monetization of non-core assets

The steps on the critical path towards regulatory approval for Ryplazim in the U.S. are as follows:

 

1.

Development and validation of new analytical assays and in-process controls (substantially complete)

 

2.

Finalization of process performance qualification (PPQ) protocol (in process)

 

3.

Manufacturing of additional conformance lots

 

4.

Fill & Finish of the conformance lots at an external CMO

 

5.

Data analysis & preparation of required documents for FDA

 

6.

Regulatory filing of BLA amendment documents – now likely to occur in H2 2019

 

7.

Anticipated new PDUFA date – now likely to occur in H1 2020

 

LOGO

 

 

6    Prometic Life Sciences Inc.


 

LOGO

Items 1. and 2. were the most research-intensive activities required of us by the FDA which is why we asked for the Type-C Meeting held in September 2018 to ensure that we were addressing these appropriately. I am pleased to report that these have been substantially completed. I am also pleased to report that Ryplazim has now been successfully infused more than 5,000 times in patients who participated in our clinical trial who remain on treatment and for compassionate-use treatment of named-patients with the same 100% clinical activity observed and no serious adverse events.

 

LOGO

In order to further de-risk the timely commercial launch of Ryplazim the decision was made not to proceed with building a Prometic Sales/Marketing operation to co-promote in the U.S. This has accelerated partnering discussions with established Rare-Disease and Big-Pharma companies with the assets and capabilities already in place to deliver the fastest possible market-penetration. Lazard is running a competitive process which is well under-way. Prospective partners are reviewing the CRL and the actions we have taken to address the issues raised by the FDA as described above during due-diligence. The closure of a timely deal would be another “vote of confidence” from knowledgeable partners that Prometic remains on track for approval and launch.

We also remain on track to file an IND with the FDA for a pivotal phase 3 trial in AS in H2 2019.

The range of business development interest and options to monetize PBI-4050 and/or our substantial small-molecule portfolio is growing and I have empowered our BD Team to pursue these aggressively. The awareness and credibility of our Alström clinical data is rising rapidly and attracting interest from major pharmaceutical companies across the full gamut of fibrotic unmet medical needs and we now have early interest for several major chronic indications.

Our cash situation however, remains very challenging. We fully recognize that our financial situation has to be greatly improved in the very near short term and that failure to do so is jeopardizing the company’s assets and is holding back both value creation and recognition. It is clear, given the financial situation of the Corporation, that restructuring the balance sheet will require a combination of material corporate, financial and business development transactions. The use that the Corporation was able to make of at-the-market (ATM) equity distribution during December and January was a short-term tactic and not sustainable. Restructuring the balance sheet will therefore require a series of steps, which may include:-

 

    A major refinancing of the Structured Alpha debt and / or recapitalization transaction;

 

    An appropriately sized market-based equity fund raising to finance the Company to value creation catalysts – primarily, partnerships and monetization of non-core assets and the potential Rare Disease Pediatric Priority Review Voucher for Ryplazim

Raising adequate financing requires a clear and focused plan regarding the use of proceeds to achieve optimal value-inflection within reasonable time-frames and risk parameters and we believe we now provide such clarity.

 

 

Prometic Life Sciences Inc.    7


Message to Shareholders

 

For our small-molecules, our Liver Advisory Board includes leading KOLs who advise companies with compounds with different modes-of-action to PBI-4050 that are already in the clinic, we believe that the optimal next-step is to undertake a well-designed and appropriately-sized placebo-controlled Phase 2 Proof-Of-Concept Trial for PBI-4050 in Stages 2 and 3 liver fibrosis in NASH patients where it has both the least competition and greatest clinical potential.

 

LOGO

For our Plasma products, we will prioritise use of proceeds to optimise clinical development and commercialisation of the IV formulation used as Ryplazim in congenital deficiency and to expand its use judiciously into additional acute and acquired deficiencies

Our product pipeline has drug candidates targeting multiple rare diseases and significant unmet medical needs. I look at 2019 with hope and excitement as we finally get closer and closer to the commercialization of the first of these. All the necessary elements to make Prometic the commercial and financial success it can and deserves to be are within reach. Our entire staff are as strongly driven as ever by their motivation and belief that we can make a profound difference in the lives of seriously ill patients. We remain unequivocally dedicated to delivering the key enabling tasks and are confident that we are now on the right track.

My sincere thanks to all our shareholders for their patience and continuing support.

Best regards,

 

LOGO

Prof. Simon Best,

Prometic Life Sciences Chairman of the Board

and interim Chief Executive Officer.

 

 

8    Prometic Life Sciences Inc.

Exhibit 99.19

LOGO

Audited annual consolidated financial statements of

Prometic Life Sciences Inc.

For the years ended December 31, 2017 and 2016

 

1 of 61


INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Prometic Life Sciences Inc.

We have audited the accompanying consolidated financial statements of Prometic Life Sciences Inc. (the “Corporation”), which comprise the consolidated statements of financial position as at December 31, 2017 and 2016, and the consolidated statements of operations, comprehensive loss, changes in equity and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Prometic Life Sciences Inc. as at December 31, 2017 and 2016, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

 

 

LOGO

Montreal, Canada

March 27, 2018

 

1

CPA auditor, CA, public accountancy permit no. A123806

 

2 of 61


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In thousands of Canadian dollars)

 

At December 31

   2017     2016  

ASSETS

    

Current assets

    

Cash and cash equivalents

   $ 23,166     $ 27,806  

Marketable securities and short-term investments (note 6)

     —         11,063  

Accounts receivable (note 7)

     6,839       8,379  

Income tax receivable

     4,116       411  

Inventories (note 8)

     36,013       13,658  

Prepaids

     2,141       2,944  
  

 

 

   

 

 

 

Total current assets

     72,275       64,261  

Long-term income tax receivable

     108       1,020  

Other long-term assets (note 9)

     8,663       3,223  

Capital assets (note 10)

     45,254       41,193  

Intangible assets (note 11)

     156,647       155,487  

Deferred tax assets (note 24)

     926       110  
  

 

 

   

 

 

 

Total assets

   $ 283,873     $ 265,294  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Accounts payable and accrued liabilities (note 12)

   $ 29,954     $ 23,835  

Advance on revenues from a supply agreement (note 13)

     1,901       345  

Current portion of long-term debt (note 14)

     3,336       5,802  

Deferred revenues

     829       2,076  
  

 

 

   

 

 

 

Total current liabilities

     36,020       32,058  

Long-term portion of advance on revenues from a supply agreement (note 13)

     —         1,822  

Long-term portion of operating and finance lease inducements and obligations (note 15)

     2,073       1,007  

Other long-term liabilities (note 16)

     3,335       3,446  

Long-term debt (note 14)

     83,684       42,313  

Deferred tax liabilities (note 24)

     15,330       25,305  
  

 

 

   

 

 

 

Total liabilities

   $ 140,442     $ 105,951  
  

 

 

   

 

 

 

EQUITY

    

Share capital (note 17a)

   $ 575,150     $ 480,237  

Contributed surplus (note 17b)

     16,193       12,919  

Warrants and future investment rights (note 17c)

     73,944       64,201  

Accumulated other comprehensive loss

     (1,622     (1,964

Deficit

     (541,681     (423,026
  

 

 

   

 

 

 

Equity attributable to owners of the parent

     121,984       132,367  

Non-controlling interests (note 18)

     21,447       26,976  
  

 

 

   

 

 

 

Total equity

     143,431       159,343  
  

 

 

   

 

 

 

Total liabilities and equity

   $ 283,873     $ 265,294  
  

 

 

   

 

 

 
    

Commitments (note 28)

The accompanying notes are an integral part of the consolidated financial statements.

 

     (s) Paul Mesburis    (s) Simon Best
On behalf of the Board    Director    Director

 

3 of 61


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of Canadian dollars except for per share amounts)

 

Years ended December 31,

   2017     2016  

Revenues (note 20)

   $ 39,115     $ 16,392  

Expenses

    

Cost of sales and production (note 8)

     10,149       7,632  

Research and development expenses (note 21a)

     100,392       87,615  

Administration, selling and marketing expenses

     31,441       28,471  

Bad debt expense (note 20)

     20,491       837  

Loss (gain) on foreign exchange

     (726     423  

Finance costs (note 21b)

     7,965       4,527  

Loss on extinguishment of liabilities (note 14)

     4,191       4,194  
  

 

 

   

 

 

 

Net loss before income taxes

     $    (134,788)       $    (117,307)  
  

 

 

   

 

 

 

Income tax recovery (note 24)

     (14,752     (6,638
  

 

 

   

 

 

 

Net loss

   $ (120,036   $ (110,669
  

 

 

   

 

 

 

Net loss attributable to:

    

Owners of the parent

     (109,731     (100,807

Non-controlling interests (note 18)

     (10,305     (9,862
  

 

 

   

 

 

 
   $ (120,036   $ (110,669
  

 

 

   

 

 

 

Loss per share

    

Attributable to the owners of the parent

    

Basic and diluted

   $ (0.16   $ (0.17
  

 

 

   

 

 

 

Weighted average number of outstanding shares (in thousands)

     683,954       598,393  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

4 of 61


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands of Canadian dollars)

 

Years ended December 31,

   2017     2016  

Net loss

   $ (120,036   $ (110,669

Other comprehensive income (loss)

    

Items that may be subsequently reclassified to profit and loss:

    

Change in unrealized foreign exchange differences on translation of financial statements of foreign subsidiaries

     342       (2,226
  

 

 

   

 

 

 

Total comprehensive loss

   $ (119,694   $ (112,895
  

 

 

   

 

 

 

Total comprehensive loss attributable to:

    

Owners of the parent

     (109,389     (103,033

Non-controlling interests

     (10,305     (9,862
  

 

 

   

 

 

 
   $ (119,694   $ (112,895
  

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

5 of 61


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands of Canadian dollars)

 

            Equity attributable to owners of the parent                    
  

 

 

     
     Share
capital
     Contributed
surplus
    Warrants
and future
investment
rights
    Foreign
currency
translation
reserve
    Deficit     Total     Non-
controlling
interests
    Total
equity
 
     $      $     $     $     $     $     $     $  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2016

     365,540        7,367       53,717       262       (313,533     113,353       31,974       145,327  

Net loss

     —          —         —         —         (100,807     (100,807     (9,862     (110,669

Foreign currency translation reserve

     —          —         —         (2,226     —         (2,226     —         (2,226

Issuance of shares (note 17a)

     112,711        —         —         —         —         112,711       —         112,711  

Reimbursement of share purchase loan to an officer (note 17a)

     50        —         —         —         —         50       —         50  

Share-based payments expense (note 17b)

     —          6,863       —         —         —         6,863       —         6,863  

Exercise of stock options (note 17b)

     979        (354     —         —         —         625       —         625  

Shares issued pursuant to restricted share unit plan (note 17b)

     957        (957     —         —         —         —         —         —    

Issuance of warrants (note 17c)

     —          —         10,484       —         —         10,484       —         10,484  

Share and warrant issuance cost (note 17a,c)

     —          —         —         —         (3,822     (3,822     —         (3,822

Effect of funding arrangements on non-controlling interest (note 18)

     —          —         —         —         (4,864     (4,864     4,864       —    
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

     480,237        12,919       64,201       (1,964     (423,026     132,367       26,976       159,343  

Net loss

     —          —         —         —         (109,731     (109,731     (10,305     (120,036

Foreign currency translation reserve

     —          —         —         342       —         342       —         342  

Issuance of shares (note 17a)

     61,450        —         —         —         —         61,450       —         61,450  

Share-based payments expense (note 17b)

     —          8,662       —         —         —         8,662       —         8,662  

Exercise of stock options (note 17b)

     811        (330     —         —         —         481       —         481  

Shares issued pursuant to restricted share unit plan (note 17b)

     5,058        (5,058     —         —         —         —         —         —    

Exercise of future investment rights (note 17c)

     27,594        —         (6,542     —         —         21,052       —         21,052  

Issuance of warrants (note 17c)

     —          —         16,285       —         —         16,285       —         16,285  

Share and warrant issuance cost (note 17a,c)

     —          —         —         —         (4,148     (4,148     —         (4,148

Effect of funding arrangements on non-controlling interest (note 18)

     —          —         —         —         (4,776     (4,776     4,776       —    
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

     575,150        16,193       73,944       (1,622     (541,681     121,984       21,447       143,431  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

6 of 61


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of Canadian dollars)

 

Years ended December 31,

   2017     2016  

Cash flows used in operating activities

    

Net loss for the year

   $ (120,036   $ (110,669

Adjustments to reconcile net loss to cash flows used in operating activities:

    

Finance costs

     8,787       5,283  

Change in operating lease inducements and obligations

     2,391       947  

Carrying value of capital and intangible assets disposed

     563       174  

Change in other long-term liabilities

     —         336  

Loss on extinguishment of liabilities

     4,191       4,194  

Deferred income taxes (note 24)

     (11,587     (6,220

Share-based payments expense (note 17b)

     8,662       6,863  

Depreciation of capital assets (note 10)

     3,632       2,519  

Amortization of intangible assets (note 11)

     944       731  
  

 

 

   

 

 

 
     (102,453     (95,842

Change in non-cash working capital items

     (20,120     (1,851
  

 

 

   

 

 

 
   $ (122,573   $ (97,693
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from share issuances (note 17a)

     53,125       60,140  

Proceeds from debt and warrant issuances (note 14,17c)

     50,717       30,010  

Repayment of principal on long-term debt (note 14)

     (3,454     —    

Repayment of interest on long-term debt (note 14)

     (163     —    

Exercise of options (note 17b)

     481       625  

Exercise of future investment rights (note 17c)

     21,052       —    

Debt, share and warrants issuance costs

     (4,306     (3,887

Reimbursement of share purchase loan to an officer (note 17a)

     —         50  
  

 

 

   

 

 

 
   $ 117,452     $ 86,938  
  

 

 

   

 

 

 

Cash flows from investing activities

    

Additions to capital assets

     (7,688     (14,085

Additions to intangible assets

     (2,395     (1,448

Proceeds from the sale of marketable securities and short-term investments

     11,063       11,651  

Cash and cash equivalents acquired in a business combination (note 5)

     —         13,495  

Additions to other long-term assets

     (63     (82

Interest received

     202       369  
  

 

 

   

 

 

 
   $ 1,119     $ 9,900  
  

 

 

   

 

 

 

Net change in cash and cash equivalents during the year

     (4,002     (855

Net effect of currency exchange rate on cash and cash equivalents

     (638     (624

Cash and cash equivalents, beginning of the year

     27,806       29,285  
  

 

 

   

 

 

 

Cash and cash equivalents, end of the year

   $ 23,166     $ 27,806  
  

 

 

   

 

 

 

Comprising of:

    

Cash

     23,166       19,933  

Cash equivalents

     —         7,873  
  

 

 

   

 

 

 
   $ 23,166     $ 27,806  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

7 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

1.

Nature of operations

Prometic Life Sciences Inc. (“Prometic” or the “Corporation”), incorporated under the Canada Business Corporations Act, is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF), biopharmaceutical Corporation with globally recognized expertise in bioseparation, plasma-derived therapeutics and small-molecule drug development. The Corporation is active in developing its own novel small molecule therapeutic products targeting unmet medical needs in the field of fibrosis, autoimmune disease/inflammation and cancer. Prometic’s exclusive technology platform is utilized for large-scale drug purification of biologics, drug development, proteomics and the elimination of pathogens to industry leaders and uses its own affinity technology that provides for efficient extraction and purification of therapeutic proteins from human plasma in order to develop and commercialize plasma-derived therapeutics and orphan drugs.

The Corporation’s head office is located at 440, Boul. Armand-Frappier, suite 300, Laval, Québec, Canada, H7V 4B4. Prometic has Research and Development (“R&D”) facilities in the U.K., the U.S. and Canada, manufacturing facilities in the Isle of Man and Canada and business development activities in Canada, the U.S., Europe and Asia.

 

2.

Significant Accounting Policies

 

a)

Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and were authorized for issue by the Board of Directors on March 27, 2018.

 

b)

Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis, except for cash, marketable securities, and restricted cash which have been measured at fair value.

 

c)

Functional and presentation currency

The consolidated financial statements are presented in Canadian dollars, which is also the parent corporation’s functional currency.

 

8 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

d)

Basis of consolidation

The consolidated financial statements include the accounts of Prometic Life Sciences Inc., and those of its subsidiaries. The Group’s subsidiaries at December 31, 2017 and 2016 are as follows:

 

Name of subsidiary

  

Segment activity

  

Place of incorporation

and operation

   Proportion of ownership
interest held by the group
 
               2017     2016  

Prometic Biosciences Inc.

   Small molecule therapeutics    Quebec, Canada      100     100

Prometic Bioproduction Inc.

   Plasma-derived therapeutics    Quebec, Canada      87     87

Prometic Bioseparations Ltd

   Bioseparations    Isle of Man, British Isles      100     100

Prometic Biotherapeutics Inc.

   Plasma-derived therapeutics    Delaware, U.S.      100     100

Prometic Biotherapeutics Ltd

   Plasma-derived therapeutics    Cambridge, United Kingdom      100     100

Prometic Manufacturing Inc.

   Bioseparations    Quebec, Canada      100     100

Pathogen Removal and Diagnostic Technologies Inc.

   Bioseparations    Delaware, U.S.      77     77

NantPro Biosciences, LLC

   Plasma-derived therapeutics    Delaware, U.S.      73     73

Prometic Plasma Resources Inc.

   Plasma-derived therapeutics    Winnipeg, Canada      100     100

Prometic Plasma Resources USA Inc.

   Plasma-derived therapeutics    Delaware, U.S.      100     N/A  

Prometic Pharma SMT Holdings Limited

   Small molecule therapeutics    Cambridge, United Kingdom      100     100

Prometic Pharma SMT Limited

   Small molecule therapeutics    Cambridge, United Kingdom      100     100

Telesta Therapeutics Inc.

   Plasma-derived therapeutics    Quebec, Canada      100     100

Telesta Pharma Inc.

   N/A    Quebec, Canada      100     100

Telesta Therapeutics IP Inc.

   N/A    Quebec, Canada      100     100

Econiche Corp

   Plasma-derived therapeutics    Ontario, Canada      100     100

The Corporation consolidates investees when, based on the evaluation of the substance of the relationship with the Corporation, it concludes that it controls the investees. The Corporation controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The financial statements of the subsidiaries are prepared for the same reporting period as the parent corporation, using consistent accounting policies. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.

When a subsidiary is not wholly-owned the Corporation recognizes the non-controlling interests’ share of the net assets and results of operations in the subsidiary. When the proportion of the equity held by non-controlling interests’ changes without resulting in a change of control, the carrying amount of the controlling and non-controlling interest are adjusted to reflect the changes in their relative interests in the subsidiary. In these situations, the Corporation recognizes directly in equity the effect of the change in ownership of a subsidiary on the non-controlling interests. Similarly, after picking up its share of the operating losses, the non-controlling interest is adjusted for its share of the equity contribution made by Prometic that does not modify the interest held by either party. The offset to this adjustment is recorded in the deficit. The effect of these transactions are presented in the statement of changes in equity.

 

9 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

e)

Financial instruments

Financial instruments are initially measured at fair value. They are subsequently measured in accordance to their classification as described below:

 

i)

Financial assets and financial liabilities at fair value through profit and loss

Cash, marketable securities and restricted cash are respectively classified as fair value through profit and loss. They are measured at fair value and changes in fair value are recognized in the consolidated statements of operations. Directly related transaction costs are recognized in the consolidated statements of operations.

 

ii)

Loans and receivables

Cash equivalents, short-term investments, trade receivables, other receivables and long-term receivables are classified as loans and receivables. They are initially recognized at fair value and subsequently carried at amortized cost using the effective interest method.

 

iii)

Available-for-sale financial assets

Investments in common or preferred shares of private corporations are classified as available-for-sale and are measured at cost since their fair value cannot be measured reliably.

 

iv)

Financial liabilities

Trade payable, wages and severances payable, other employee benefit liabilities, settlement fee payable, royalty payment obligation, other long-term liabilities, advance on revenues from a supply agreement and long-term debt are classified as other financial liabilities. They are measured at amortized cost using the effective interest method.

Credit facility fees are recorded in deferred financing cost and are amortized into finance cost over the term of the credit facility.

Impairment of investments

When there has been a significant or prolonged decline in the value of an investment, the investment is written down to recognize the loss.

Cash and cash equivalents

Cash and cash equivalents comprise deposits in banks and highly liquid investments having an original maturity of 90 days or less when issued.

 

f)

Inventories

Inventories of raw materials, work in progress and finished goods are valued at the lower of cost and net realizable value. Cost is determined on a first in, first out basis. The cost of manufactured inventories comprises all costs that are directly attributable to the manufacturing process, such as raw materials, direct labour and manufacturing overhead based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated selling costs except for raw materials for which it is determined using replacement cost.

 

10 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

g)

Capital assets

Capital assets are recorded at cost less any government assistance, accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as described below.

 

Capital asset

  

Period

Buildings and improvements

   20 years

Leasehold improvements

   The lower of the lease term and the useful life

Production and laboratory equipment

   5 - 20 years

Furniture

   5 - 10 years

Computer equipment

   3 - 5 years

Assets held under financing leases

   The lower of the lease term and the useful life

The estimated useful lives, residual values and depreciation methods are reviewed annually with the effect of any changes in estimates accounted for on a prospective basis. The gain or loss arising on the disposal or retirement of a capital asset is determined as the difference between the sales proceeds and its carrying amount and is recognized in profit or loss.

 

h)

Government assistance

Government assistance programs, including investment tax credits on research and development expenses, are reflected as reductions to the cost of the assets or to the expenses to which they relate and are recognized when there is reasonable assurance that the assistance will be received and all attached conditions are complied with.

 

11 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

i)

Intangible Assets

Intangible assets include acquired rights such as licenses for product manufacturing and commercialization, donor lists, external patent costs and software costs. They are carried at cost less accumulated amortization. Amortization commences when the intangible asset is available for use and is calculated over the estimated useful lives of the intangible assets acquired using the straight-line method. The maximum period used for each category of intangible asset are presented in the table below. The estimated useful lives and amortization method are reviewed annually, with the effect of any changes in estimates being accounted for on a prospective basis. The amortization expense is recognized in the consolidated statements of operations in the expense category consistent with the function of the intangible assets.

 

Intangible asset

  

Period

Licenses and other rights

   30 years

Donor lists

   10 years

Patents

   20 years

Software

   5 years

 

j)

Impairment of tangible and intangible assets

At the end of each reporting period, the Corporation reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If impairment indicators exist, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. For intangible assets not yet available for use, an impairment test is performed annually at November 30, until amortization commences, whether or not there are impairment indicators. When it is not possible to estimate the recoverable amount of an individual asset, the Corporation estimates the recoverable amount of the cash-generating unit (CGU) which represents the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets, groups of assets or CGUs to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, the corporate assets are also allocated to individual CGUs, or otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be identified.

The recoverable amount is the higher of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

An impairment loss is recognized when the carrying amount of an asset or a CGU exceeds its recoverable amount by the amount of this excess. An impairment loss is recognized immediately in profit or loss in the period during which the loss is incurred. Where an impairment loss subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount; on reversal of an impairment loss, the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU in prior periods. A reversal of an impairment loss is recognized immediately in profit or loss.

 

k)

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns and other similar allowances.

 

12 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

The Corporation earns revenues from research and development services, license and milestone fees, sale of goods and leasing arrangements, which may include multiple elements. The individual elements of each agreement are divided into separate units of accounting, if certain criteria are met. The applicable revenue recognition method is then applied to each unit. Otherwise, the applicable revenue recognition criteria are applied to combined elements as a single unit of accounting.

Rendering of services

Revenues from research and development services are recognized using the proportional performance method. Under this method, revenues are recognized proportionally with the degree of completion of the services under the contract when it is probable that the economic benefits will flow to the Corporation and revenue and costs associated with the transaction can be measured reliably.

Licensing fees and milestone payments

Certain license fees are comprised of up-front fees and milestone payments. Up-front fees are recognized over the estimated term during which the Corporation maintains substantive obligations. Milestone payments are recognized as revenue when the milestone is achieved, customer acceptance is obtained and the customer is obligated to make performance payments. Certain license arrangements require no continuing involvement by the Corporation. Non-refundable license fees are recognized as revenue when the Corporation has no further involvement or obligation to perform under the arrangement, the fee is fixed or determinable and collection of the amount is reasonably assured.

Sale of goods

Revenue from the sale of goods is recognized when all the following conditions are satisfied:

 

   

the Corporation has transferred to the customer the significant risks and rewards of ownership of the goods;

 

   

the Corporation retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

 

   

the amount of revenue can be measured reliably;

 

   

it is probable that the economic benefits associated with the transaction will flow to the entity; and

 

   

the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Amounts received in advance of meeting the revenue recognition criteria are recorded as deferred revenue on the consolidated statements of financial position.

 

13 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

Rental revenue

The Corporation accounts for the lease with its tenant as an operating lease when the Corporation has not transferred substantially all of the risks and benefits of ownership of its property. Revenue recognition under an operating lease commences when the tenant has a right to use the leased asset, and the total amount of contractual rent to be received from the operating lease is recognized on a straight-line basis over the term of the lease. Rental revenue also includes recoveries of operating expenses and property taxes.

 

l)

Research and development expenses

Expenditure on research activities is recognized as an expense in the period during which it is incurred.

An internally generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following have been demonstrated:

 

   

the technical feasibility of completing the intangible asset so that it will be available for use or sale;

 

   

the intention to complete the intangible asset and use or sell it;

 

   

the ability to use or sell the intangible asset;

 

   

how the intangible asset will generate probable future economic benefits;

 

   

the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

 

   

the ability to measure reliably the expenditures attributable to the intangible asset during its development.

To date, the Corporation has not capitalized any development costs.

Research and development expenses presented in the statement of operations comprise the costs to manufacture the plasma-derived therapeutics used in pre-clinical tests and clinical trials. It also includes the cost of therapeutics used in the PBI-4050 clinical trials, external consultants supporting the clinical trials and pre-clinical tests, employee compensation and other operating expenses involved in research and development activities. Finally, it includes the cost of developing new bioseparation products.

 

m)

Foreign currency translation

Transactions and balances

Transactions in foreign currencies are initially recorded by the Corporation and its entities at their respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange at the reporting date. All differences are taken to the consolidated statements of operations. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates when the initial transactions took place.

 

14 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

Group companies

The assets and liabilities of foreign operations are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and their statements of operations are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on the translation are recognised in other comprehensive loss. On disposal of a foreign operation, the component of other comprehensive loss relating to that particular foreign operation is recognised in the consolidated statement of operations and comprehensive loss.

 

n)

Income taxes

The Corporation uses the liability method of accounting for income taxes. Deferred income tax assets and liabilities are recognized in the consolidated statement of financial position for the future tax consequences attributable to differences between the consolidated financial statements carrying values of existing assets and liabilities and their respective income tax bases. Deferred income tax assets and liabilities are measured using income tax rates expected to apply when the assets are realized or the liabilities are settled. The effect of a change in income tax rates is recognized in the year during which these rates change. Deferred income tax assets are recognized to the extent that it is probable that future tax profits will allow the deferred tax assets to be recovered.

 

o)

Share-based payments

The Corporation has a stock option plan and a restricted share unit plan. The fair value of stock options granted is determined at the grant date using the Black-Scholes option pricing model, and is expensed over the vesting period of the options. Awards with graded vesting are considered to be multiple awards for fair value measurement. The fair value of Restricted Share Units (“RSU”) is determined using the market value of the Corporation’s shares on the grant date. When the vesting of RSU is dependent on meeting performance targets, to determine the expense to recognize over the vesting period, the Corporation will estimate the outcome of the performance targets and revise those estimates until the final outcome is determined. An estimate of the number of awards that are expected to be forfeited is also made at the time of grant and revised periodically if actual forfeitures differ from those estimates.

The vesting program was changed for the 2017-2019 RSU cycle. Under the new program, a portion of the RSU granted will vest at a rate of 33% at the end of each calendar year. These are usually referred to as time based vesting RSU. The remainder of the awards granted require objectives to be achieved by the end of the cycle, in this case the end of 2019, when the performance assessment is made for the vesting to occur. For RSU issued under previous cycles (2016 and prior), the RSU vest upon achievement of the objectives which are assessed on a quarterly basis. Under all programs, the participant must be in the employ of the Corporation when the conditions for obtaining the RSU are met. For RSU that vest upon the achievement of objectives and for which the objectives are considered probable of being achieved at the end of a given reporting period, the Corporation will recognize over the expected vesting period, the probability weighted expense associated with the RSU. On this basis, if the likelihood of an objective being met increases over time, a higher portion of the expense would be recognized, and the opposite, if the probability decreases.

 

15 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

The Corporation’s policy is to issue new shares upon the exercise of stock options and the release of RSU for which conditions have been met.

 

p)

Earnings per share (EPS)

The Corporation presents basic and diluted earnings per share (“EPS”) data for its common shares. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Corporation by the weighted average number of common shares outstanding during the year. Diluted EPS is determined by adjusting the weighted average number of common shares outstanding for the effects of all dilutive potential common shares, which comprise warrants, future investment rights, stock options and RSU. For the years ended December 31, 2017 and 2016, all warrants, future investment rights, stock options and RSU were anti-dilutive since the Corporation reported net losses.

 

q)

Share and warrant issue expenses

The Corporation records share and warrant issue expenses as an increase to the deficit.

 

3.

Significant accounting judgments and estimation uncertainty

The preparation of these consolidated financial statements requires the use of judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. The uncertainty that is often inherent in estimates and assumptions could result in material adjustments to assets or liabilities affected in future periods.

Significant judgments

Revenue recognition – The Corporation does at times enter into revenue agreements which provide, among other payments, up-front payments in exchange for licenses and other access to intellectual property. Management applies its judgment to assess whether these payments were received in exchange for the provision of goods or services which have stand-alone value to the customer.

 

16 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

Functional currency – The functional currency of foreign subsidiaries is reviewed on an ongoing basis to assess if changes in the underlying transactions, events and conditions have resulted in a change. During the years ended December 31, 2017 and 2016 no changes were deemed necessary. This assessment is also performed for new subsidiaries. When assessing the functional currency of a foreign subsidiary, management’s judgment is applied in order to determine, amongst other things, the primary economic environment in which an entity operates, the currency in which the activities are funded and the degree of autonomy of the foreign subsidiary from the reporting entity in its operations and financially. Judgment is also applied in determining whether the inter-company loans denominated in foreign currencies form part of the parent Corporation’s net investment in the foreign subsidiary. Considering such loans as part of the net investment in the foreign subsidiary results in foreign currency translation gains or losses resulting from the translation of these loans being recorded in other comprehensive loss instead of the statement of operations.

Determining whether assets acquired constitute a business – In determining whether the acquisition of an equity interest in Telesta Therapeutics Inc. (“Telesta”) fell within the scope of IFRS 3, Business Combination (see note 5), management evaluated whether Telesta represented an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower cost or other economic benefits directly to investors or other owners, members or participants. In making this evaluation, management considered whether Telesta had inputs, processes and other elements making it a business. Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business. Management concluded that it had inputs, processes and other elements making it a business and therefore accounted for the acquisition as a business combination.

Assets arising from a business combination - The cost of the acquisition of a business must be allocated to the identifiable assets and liabilities acquired based on their estimated fair values in accordance with the requirements of IFRS 3, Business Combinations. The estimated lives and amortization periods for certain identifiable assets must also be determined.

As part of this allocation process, the Corporation must identify and attribute values and estimated lives to the identifiable assets acquired. These determinations involve significant estimates and assumptions regarding the value a market participant would be willing to pay for capital assets and intangibles. These estimates and assumptions determine the amount allocated to the identifiable capital and intangible assets and the amortization period for capital assets and intangible assets with finite lives. If future events or results differ from these estimates and assumptions, the Corporation could record increased amortization or impairment charges in the future.

Going concern - In assessing whether the going concern assumption is appropriate and whether there are material uncertainties that may cast significant doubt about the Corporation’s ability to continue as a going concern, management must estimate future cash flows for a period of at least twelve months following the end of the reporting period by considering relevant available information about the future. Management has considered a wide range of factors relating to expected cash inflows such as product sales, including whether the Corporation will obtain regulatory approval for commercialization of therapeutics, licensing and milestone revenues and potential sources of debt and equity financing including the exercise of in-the-money warrants and options. Management has also estimated expected cash outflows such as operating and capital expenditures and debt repayment schedules, including the ability to delay uncommitted expenditures. These cash flow estimates are subject to uncertainty. Management has concluded that there are no material uncertainties related to events or conditions that may cast significant doubt upon the Corporation’s ability to continue as a going concern for at least the next twelve months.

 

17 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

Estimates and assumptions

Assessing the recoverable amount of intangible assets not yet available for use – In determining the value in use as part of the impairment test on the intangible assets that are not yet available for use (note 11) performed as of November 30th each year, management must make estimates and assumptions regarding the estimated future cash flows such as production capacities and costs, market penetration and selling prices for the Corporation’s therapeutics and, the commencement date for their commercialisation, etc. The future cash flows are estimated using a five-year projection of cash flows before taxes which are based on the most recent budgets and forecasts available to the Corporation. The fifth year was then extrapolated, including a 2% annual growth rate. The estimated cash flows are then discounted to their net present value using a pre-tax discount rate that includes a risk premium specific to the line of business. The Corporation determined its value in use by applying a pre-tax discount rate of 17.33% at November 30, 2017 equivalent to a post-tax discount rate of 11.87%. The values of the Canadian to U.S. dollar exchange rates used over the forecasting period ranged from 1.23 to 1.24 CAD/USD rate and were based on forward exchange contract rates.

Expense recognition of restricted share units – The expense recognized in regards to the RSU for which the performance conditions have not yet been met is based on an estimation of the probability of the successful achievement of a number of performance conditions, many of which depend on research, regulatory process and business development outcomes which are difficult to predict, as well as the timing of their achievement. The final expense is only determinable when the outcome is known.

Fair value of financial instruments – The individual fair values attributed to the different components of a financing transaction, are determined using valuation techniques. The Corporation uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations in order to determine the values attributed to each component of a transaction at the time of their issuance and for disclosing the fair value of financial instruments subsequently carried at amortized cost. The fair value estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market. The assumptions regarding the long-term debt are disclosed in note 14.

Valuation of deferred income tax assets – To determine the extent to which deferred income tax assets can be recognized, management estimates the amount of probable future taxable profits that will be available against which deductible temporary differences and unused tax losses can be utilized. Management exercises judgment to determine the extent to which realization of future taxable benefits is probable, considering the history of taxable profits, budgets and forecasts and availability of tax strategies.

 

4.

Change in standards, interpretations and accounting policies

 

a)

New standards and interpretations not yet adopted

Standards and interpretations issued but not yet effective up to the date of the Corporation’s consolidated financial statements are listed below. This listing of standards and interpretations issued are those that the Corporation reasonably expects might have an impact on disclosures, financial position or performance when applied at a future date. The Corporation intends to adopt these standards when they become effective.

 

18 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

IFRS 9, Financial Instruments – Recognition and Measurement (“IFRS 9”)

In July 2014, the IASB issued the final version of IFRS 9, with a mandatory effective date of January 1, 2018. The new standard brings together the classification and measurements, impairment and hedge accounting phases of the IASB’s project to replace IAS 39, Financial Instruments: Recognition and Measurement. In addition to the new requirements for classification and measurement of financial assets, a new general hedge accounting model and other amendments issued in previous versions of IFRS 9, the standard also introduces new impairment requirements that are based on a forward-looking expected credit loss model. The Corporation does not anticipate IFRS 9 having a significant impact on the financial statements upon adoption.

IFRIC 22, Foreign Currency Transactions and Advance Consideration (“IFRIC 22”)

In December 2016, the IASB issued IFRIC 22, which addresses how to determine the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) and on the derecognition of a non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration in a foreign currency. IFRIC 22 is effective for annual periods beginning on or after January 1, 2018. Early adoption is permitted. The Corporation does not anticipate IFRIC 22 having a significant impact on the financial statements upon adoption.

IFRS 15, Revenue from contracts with customers (“IFRS 15”)

In May 2014, the IASB issued IFRS 15, a new standard that specifies the steps and timing for issuers to recognize revenue as well as requiring them to provide more informative, relevant disclosures. IFRS 15 supersedes IAS 11, Construction Contracts, and IAS 18, Revenue and related interpretations. Adoption of IFRS 15 is mandatory and will be effective for the Corporation’s fiscal year beginning on January 1, 2018, with earlier adoption permitted.

IFRS 16, Leases (“IFRS 16”)

In January 2016, the IASB issued IFRS 16, a new standard that replaces IAS 17, Leases. IFRS 16 is a major revision of the way in which companies account for leases and will no longer permit off balance sheet leases. Adoption of IFRS 16 is mandatory and will be effective for the Corporation’s fiscal year beginning on January 1, 2019. Early application is permitted for companies that also apply IFRS 15.

The Corporation is in the process of evaluating the impact of adopting IFRS 15 and IFRS 16 on its consolidated financial statements.

 

19 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

b)

Adoption of new accounting standards

The accounting policies used in these annual consolidated financial statements are consistent with those applied by the Corporation in its December 31, 2016 annual consolidated financial statements except for the amendments to certain accounting standards which are relevant to the Corporation and were adopted by the Corporation as of January 1, 2017 as described below.

IAS 7, Statement of Cash Flows (“IAS 7”)

An amendment to IAS 7 requires additional disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including changes arising from cash flows and non-cash changes. The amendment is effective for annual periods beginning on or after January 1, 2017, and is applied prospectively. The adoption of the amendment did not have a significant impact on the disclosures as the Corporation was already providing similar disclosures in its long-term debt note in the consolidated financial statements.

IAS 12, Income Taxes (“IAS 12”)

An amendment to IAS 12 clarifies the guidance on the recognition of deferred tax assets related to unrealized losses resulting from debt instruments that are measured at their fair values on a continuous basis. The amendment is effective for annual periods beginning on or after January 1, 2017 and is applied retrospectively. The adoption of the amendment did not have any impact on the consolidated financial statements on the adoption date since the Corporation did not hold any debt instrument measured at fair value on a continuous basis for which there were unrealized losses.

 

c)

Change in accounting policies

Segmented information

During the second quarter of 2017, the Corporation made changes to the reported operating segments by splitting the former Protein technology segment into two new segments being the Bioseparations and the Plasma-derived therapeutics segments. The Small molecule therapeutic segment was unaffected by this change. The modification reflects the desire of the Chief Operating Decision Makers (“CODM”) to obtain, starting in the second quarter of 2017, discrete financial information to assess the performance of these activities separately as the Plasma-derived therapeutic business approaches the commercial launch of its first therapeutic (plasminogen) with other therapeutics expected to be commercialized in the following years. The organizational structure and business activities required to develop the products, run the clinical trials and support the commercial activities relating to the sale of a plasma-derived therapeutic are different than those required to develop and commercialize the bioseparation products. The CODM assess the performance of the operating segments based on segment profit or loss which comprises revenues, cost of sales and production, research and development and administration, selling and marketing expense.

The full 2017 and 2016 years segments disclosures have been restated to reflect the changes in the Corporation’s operating segments.

 

20 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

5.

Business combination

On October 31, 2016 (the “closing date”), the Corporation acquired 100% of the outstanding shares of Telesta Therapeutics Inc., a Canadian based company at a price of $0.14 per Telesta common share, payable in Prometic common shares. The number of common shares issued by Prometic to acquire the Telesta common shares was based on the volume weighted average closing price (“VWAP”) of Prometic’s common shares for the five trading days prior to the closing date of the acquisition of $2.98. Accordingly, each Telesta common share was acquired for 0.04698 Prometic common share and a total of 14,258,213 Prometic common shares were issued. The Corporation also issued 277,910 warrants having an exercise price of $6.39 maturing on September 23, 2019 in replacement of the Telesta warrants. The fair value of the common shares issued by the Corporation was calculated using the closing market price of the shares on the closing date of $2.82. The fair value of the warrants issued was determined using a Black-Scholes pricing model and the following assumptions: volatility 56%, interest-free rate 0.56% and a marketability discount of 20%.

The fair value of the consideration given is presented in the table below:

 

Common shares issued

   $ 40,208  

Warrants issued

     65  
  

 

 

 
   $ 40,273  
  

 

 

 

 

21 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

The Corporation recognised all of the identifiable net assets at their acquisition date fair values as presented in the following table.

 

Net identifiable assets acquired:

  

Cash and cash equivalents

   $ 13,495  

Marketable securities and short-term investments

     22,714  

Account receivable

     1,446  

Prepaids

     164  

Long-term receivable

     1,718  

Capital assets

     10,753  

Accounts payable and accrued liabilities

     (1,878

Other long-term liabilities

     (587

Deferred revenues

     (88

Finance lease obligation

     (12

Long-term debt

     (7,452
  

 

 

 

Net assets

   $ 40,273  
  

 

 

 

The following financial instruments had gross contractual amounts which were different than the fair value recognized.

 

     Contractual amounts      Fair value  

Long-term receivable

   $ 1,845      $ 1,718  

Accounts payable and accrued liabilities

     (1,897      (1,878

Other long-term liabilities

     (698      (587

Long-term debt

     (7,986      (7,452

The assets and liabilities of Telesta are included in the consolidated statements of financial position as at December 31, 2017 and 2016, and the operating results are reflected in its consolidated statements of operations since October 31, 2016.

 

22 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

6.

Marketable securities and short-term investments

Marketable securities and short-term investments with maturities greater than 90 days are as follows:

 

     December 31,
2017
     December 31,
2016
 

Marketable securities:

     

Bonds issued in CAD currency, earning interest at rates ranging from 0.77% to 1.30% and matured on various dates from January 9, 2017 to February 23, 2017

   $ —        $ 2,198  
  

 

 

    

 

 

 

Short-term investments:

     

Guaranteed investment certificate issued in CAD currency, earning interest at 0.90% and matured on January 9, 2017

   $ —        $ 459  

Term deposits having a principal of US $4,758,260 earning interest at rates ranging from 0.86% to 0.90% and matured on various dates from January 23, 2017 to February 8, 2017

     —          6,389  

Treasury bill having a principal of US $1,502,536 earning interest at 0.53% and matured on February 10, 2017

     —          2,017  
  

 

 

    

 

 

 
   $ —        $ 8,865  
  

 

 

    

 

 

 
   $ —        $ 11,063  
  

 

 

    

 

 

 

 

23 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

7.

Accounts receivable

 

     December 31,
2017
     December 31,
2016
 

Trade receivables

   $ 1,796      $ 3,340  

Tax credits and government grants receivable

     3,883        4,134  

Sales taxes receivable

     763        596  

Other receivables

     397        309  
  

 

 

    

 

 

 
   $ 6,839      $ 8,379  
  

 

 

    

 

 

 

 

8.

Inventories

 

     December 31,
2017
     December 31,
2016
 

Raw materials

   $ 24,075      $ 11,727  

Work in progress

     10,090        967  

Finished goods

     1,848        964  
  

 

 

    

 

 

 
   $ 36,013      $ 13,658  
  

 

 

    

 

 

 

During the year ended December 31, 2017, inventories in the amount of $6,594 were recognized as cost of sales and production ($5,757 for the year ended December 31, 2016). Inventory write-downs of $246 were recorded during the year ended December 31, 2017 ($546 for the year ended December 31, 2016).

 

9.

Other long-term assets

 

     December 31,
2017
     December 31,
2016
 

Restricted cash

   $ 226      $ 175  

Long-term receivables

     1,943        1,821  

Deferred financing costs

     5,266        —    

Available-for-sale financial assets

     1,228        1,227  
  

 

 

    

 

 

 
   $ 8,663      $ 3,223  
  

 

 

    

 

 

 

Restricted cash is composed of a guaranteed investment certificate, bearing interest at 0.35% per annum (at December 31, 2016, bearing interest at 0.35%), pledged as collateral for a letter of credit to a landlord which automatically renews until the end of the lease.

 

24 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

10.

Capital assets

 

     Land and
Buildings
     Leasehold
improvements
    Production
and laboratory
equipment
    Furniture and
computer
equipment
    Total  

Cost

           

Balance at January 1, 2016

   $ —        $ 9,253     $ 16,106     $ 1,651     $ 27,010  

Additions

     —          2,645       11,346       1,236       15,227  

Acquired in a business combination (note 5)

     4,501        268       5,799       185       10,753  

Disposals

     —          —         (240     (134     (374

Effect of foreign exchange differences

     —          (1,021     (948     (107     (2,076
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

   $ 4,501      $ 11,145     $ 32,063     $ 2,831     $ 50,540  

Additions

     38        1,587       5,321       806       7,752  

Disposals

     —          —         (680     (90     (770

Effect of foreign exchange differences

     —          92       83       8       183  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

   $  4,539      $ 12,824     $ 36,787     $  3,555     $ 57,705  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated depreciation

           

Balance at January 1, 2016

   $ —        $ 3,057     $ 4,157     $ 755     $ 7,969  

Depreciation expense

     27        473       1,644       375       2,519  

Disposals

     —          —         (216     (98     (314

Effect of foreign exchange differences

     —          (424     (358     (45     (827
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

   $ 27      $ 3,106     $ 5,227     $ 987     $ 9,347  

Depreciation expense

     192        580       2,221       639       3,632  

Disposals

     —          —         (521     (84     (605

Effect of foreign exchange differences

     —          40       35       2       77  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

   $ 219      $ 3,726     $ 6,962     $ 1,544     $ 12,451  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Carrying amounts

           

At December 31, 2017

   $ 4,320      $ 9,098     $ 29,825     $ 2,011     $ 45,254  

At December 31, 2016

     4,474        8,039       26,836       1,844       41,193  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

As at December 31, 2017, there are $10,219 and $3,524 of production and laboratory equipment and leasehold improvements, respectively, net of government grants, that are not yet available for use and for which depreciation has not started ($12,751 and $3,427 as of December 31, 2016).

Certain investments in equipment are eligible for government grants. The government grants receivable are recorded in the same period as the eligible additions and are credited against the capital asset addition. During the year ended December 31, 2017, the Corporation recognized $231 ($4 during the year ended December 31, 2016) in government grants.

As at December 31, 2017, production and laboratory equipment includes assets under finance leases with a net carrying amount of $1,131 ($nil as at December 31, 2016).

 

25 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

11. Intangible assets

 

     Licenses and
other rights
     Patents      Software      Total  

Cost

           

Balance at January 1, 2016

   $ 146,596      $ 6,484      $ 964      $ 154,044  

Additions

     7,109        723        536        8,368  

Disposals

     —          (140      (36      (176

Effect of foreign exchange differences

     (102      (965      (13      (1,080
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2016

   $ 153,603      $ 6,102      $ 1,451      $ 161,156  

Additions

     963        742        757        2,462  

Disposals

     —          (593      —          (593

Effect of foreign exchange differences

     6        95        5        106  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2017

   $  154,572      $ 6,346      $ 2,213      $ 163,131  
  

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated amortization

           

Balance at January 1, 2016

   $ 3,210      $ 2,150      $ 345      $ 5,705  

Amortization expense

     151        431        149        731  

Disposals

     —          (26      (36      (62

Effect of foreign exchange differences

     (68      (625      (12      (705
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2016

   $ 3,293      $ 1,930      $ 446      $ 5,669  

Amortization expense

     197        458        289        944  

Disposals

     —          (195      —          (195

Effect of foreign exchange differences

     7        57        2        66  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2017

   $ 3,497      $ 2,250      $ 737      $ 6,484  
  

 

 

    

 

 

    

 

 

    

 

 

 

Carrying amounts

           

At December 31, 2017

   $ 151,075      $ 4,096      $ 1,476      $ 156,647  

At December 31, 2016

     150,310        4,172        1,005        155,487  
  

 

 

    

 

 

    

 

 

    

 

 

 

Intangible assets include $141,000 pertaining to a license held by NantPro Biosciences, LLC (“NantPro”) and $7,106 pertaining to a reacquired right from a licensee; both of these rights are not yet available for use and consequently their amortization has not commenced. At November 30, 2017, the Corporation performed an impairment test on the license and reacquired right and concluded that no impairment was required (see note 3).

 

26 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

12.

Accounts payable and accrued liabilities

 

     December 31,
2017
     December 31,
2016
 

Trade payables

   $ 19,333      $ 14,269  

Wages and severances payable

     6,839        7,606  

Current portion of operating and finance lease inducements and obligations (note 15)

     3,301        1,004  

Current portion of settlement fee payable (note 16)

     102        —    

Current portion of royalty payment obligation (note 16)

     —          577  

Current portion of other employee benefit liabilities (note 16)

     379        379  
  

 

 

    

 

 

 
   $ 29,954      $ 23,835  
  

 

 

    

 

 

 

 

13.

Advance on revenues from a supply agreement

The Corporation entered into a loan agreement with a customer whereby it received an advance on revenues relating to a supply agreement between the parties amounting to $3,400 (2,000,000 Great British pounds, “GBP”) and originally maturing in September 2014. In May 2014, the Corporation and the customer amended the loan agreement extending the maturity date to April 1, 2015 and on March 27, 2015, the loan agreement was amended further extending the maturity date to April 30, 2018. The principal amount of the advance bears interest at a rate of 5% per annum and is being repaid as products are supplied and revenues received.

 

27 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

14.

Long-term debt

The transactions during the years ended December 31, 2017 and 2016 and the carrying value of the long-term debt at December 31, 2017 and 2016 were as follows:

 

     2017      2016  

Balance at January 1,

   $ 48,115      $ 21,998  

Interest accretion

     7,686        4,781  

Repayment of principal on long-term debt

     (3,454      —    

Repayment of stated interest on long-term debt

     (163      —    

Issuance of third OID loan

     18,363        —    

Drawdown on non-revolving credit facility

     21,098        —    

Foreign exchange revaluation on credit facility balance

     (491      —    

Reduction of the face value of the third OID loan by $8,577

     (4,134      —    

Increase of the face value of the first OID loan by $50,373

     —          19,427  

Long-term debt assumed in a business combination (note 5)

     —          7,452  

Reduction of the face value of the second OID loan by $5,958

     —          (3,200

Reduction of the face value of the second OID loan by $4,176

     —          (2,343
  

 

 

    

 

 

 

Balance at December 31,

   $ 87,020      $ 48,115  
  

 

 

    

 

 

 

Comprised of the following loans:

     

OID loan having a face value of $61,704 maturing on July 31, 2022 with an effective interest rate of 14.8% 1)

   $ 32,721      $ 28,492  

OID loan having a face value of $21,172 maturing on July 31, 2022 with an effective interest rate of 10.6% 1)

     13,355        12,078  

OID loan having a face value of $30,593 maturing on July 31, 2022 with an effective interest rate of 15.5% 1)

     15,815        —    

Non-revolving US dollars credit facility draws, expiring on November 30, 2019 bearing stated interest of 8.5% per annum (effective interest rate of 16.4%)1)

     20,876        —    

Government term loan having a principal amount of $1,000 full repayable on August 31, 2018 with an effective interest rate of 9.2% and a stated interest of 3.2%2), 3)

     973        2,986  

Non-interest bearing government term loan having a principal amount of $2,306 repayable in equal monthly installments of $82 until January 31, 2020 with an effective interest rate of 2.8% 2)

     2,249        2,640  

Non-interest bearing government term loan having a principal amount of $1,031 full repayable on January 5, 2018 with an effective interest rate of 9.1% 2)

     1,031        1,919  
  

 

 

    

 

 

 
   $ 87,020      $ 48,115  

Less current portion of long-term debt

     (3,336      (5,802
  

 

 

    

 

 

 
   $ 83,684      $ 42,313  
  

 

 

    

 

 

 

 

1) 

The loans are secured by all the assets of the Corporation excluding patents and require that certain covenants be respected including maintaining an adjusted working capital ratio.

2)

These loans were assumed as part of the Telesta business combination (note 5) and were recognized at their fair values on the closing date of the transaction. The fair value was determined using a discounted cashflow model and an effective interest rate specific to the loan as disclosed in the table above.

3)

The loan is secured by the land, the manufacturing facility and equipments located in Belleville. At December 31, 2017, the net carrying value of the secured assets is $8,678.

 

28 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

2017

On April 27, 2017, the Corporation issued a third Original Issue Discount (“OID”) loan and warrants (the “Sixth Warrants”) to the holder of the long-term debt for total proceeds of $25,010. The total proceeds were allocated to the debt and the warrants based on fair value at the issue date. Further details concerning the warrants are provided in note 17c. Under the terms of the new loan, the Corporation will repay the face value of the OID loan, in the amount of $39,170 at maturity on July 31, 2022. The OID loan was recorded at its fair value at the transaction date less the associated transaction costs of $184 for a net amount of $18,363. The fair value of the loan was determined using a discounted cash flow model for the debt instrument with a market interest rate of 15.5%.

In July 2017, the holder of the long-term debt used the set off of principal right under the loan agreements, to settle the amounts due to the Corporation following its participation in a private placement for 5,045,369 common shares which occurred concurrently with the closing of a public offering of common shares, on July 6, 2017.

As a result, the face value of the third OID loan was reduced by $8,577, from $39,170 to $30,593. The reduction of $8,577 is equivalent to the value of the shares issued at the agreed price of $1.70 concluded in connection with the private placement. This transaction was accounted for as an extinguishment of a portion of the OID loan and the difference between the adjustment to the carrying value of the loan of $4,134 and the amount recorded for the shares issued of $8,325 was recorded as a loss on extinguishment of a loan of $4,191. The shares were recorded at fair value, determined using the closing price of $1.65 on the date of issue July 6, 2017, resulting in a value of the shares issued of $8,325.

On November 30, 2017, the Corporation entered into a non-revolving credit facility agreement bearing interest of 8.5% per annum which expires November 30, 2019. The credit facility comprises two tranches of US$40,000,000 which become available to draw upon once certain conditions are met. The drawdowns on the available tranches are limited to US$10,000,000 per month.

As part of the agreement, the Corporation issued 54 million warrants (“Seventh Warrants”) to the holder of the long-term debt in consideration for the non-revolving credit facility and US$10,000. Further details concerning the warrants are provided in note 17c. At each drawdown, the value of the proceeds drawn are allocated to the debt and equity based on their fair value.

The Corporation drew on the credit facility on November 30, 2017 and on December 14, 2017 respectively. The total proceeds allocated to the debt upon the two drawdowns in 2017 was $21,098. The fair value of the debt was determined using a discounted cash flow model for the debt instrument with a market interest rate of 16.4%. The fees incurred in regards of the credit facility, which comprise legal fees and also the 10,000,000 warrants issued upon signature of the credit facility (note 17c), for a total of $5,473 have been recorded in the consolidated statement of financial position as other long-term assets and will be amortized and recognized into the consolidated statement of operations over the term of the credit facility.

 

29 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

At December 31, 2017, the Corporation was in compliance with covenants of all outstanding loans and the credit facility.

2016

On February 29, 2016, pursuant to an additional financing for total proceeds of $30,010, the Corporation issued additional debt and warrants (the “Fifth Warrants”) to the holder of the long-term debt. Under the terms of this addendum to the first Original Issue Discount (“OID”) loan, the face value of the OID loan to be repaid at the maturity loan, which remains unchanged at July 31, 2022, increased by $50,373. This brought the total face value of the first OID loan to $61,704. Further details concerning the warrants issued are provided in note 17c.

The total proceeds were allocated to the debt and warrants based on fair value at the issue date. The carrying amount of the debt increased by the issue date fair value of the additional sum to repay at the maturity date less the associated transaction costs of $165, representing a net amount of $19,427. The fair value of the increased payment of $50,373 at the maturity date was determined using a discounted cash flow model for the debt instrument with a market interest rate of 15.84%. When combining the loan that was outstanding at the date of the increase with the addendum, the combined effective rate that will be used to recognise the interest expense on the first OID loan going forward is 14.8%.

In May 2016, the holder of the long-term debt used the set off of principal right under the loan agreements, to settle the amounts due to the Corporation following its participation in a private placement for 1,921,776 common shares which occurred concurrently with the closing of a public offering of common shares, on May 25, 2016.

As a result, the face value of the second OID loan was reduced by $5,958, from $31,306 to $25,348. The reduction of $5,958 is equivalent to the value of the shares issued at the agreed price of $3.10 concluded in connection with the private placement. This transaction was accounted for as an extinguishment of a portion of the OID loan and the difference between the adjustment to the carrying value of the loan of $3,200 and the amount recorded for the shares issued of $5,785 was recorded as a loss on extinguishment of a loan of $2,585. The shares were recorded at fair value, determined using the closing price of $3.01 on the date of issue May 25, 2016, resulting in a value of the shares issued of $5,785.

On October 31, 2016, concurrently with the closing of the Telesta acquisition, the Corporation entered into a private placement agreement with the holder of the long-term debt for 1,401,632 common shares. The holder of the long-term debt has used the set off of principal rights under the loan agreements, to settle the amounts due to the Corporation following its participation in the private placement.

As a result, the face value of the second OID loan was reduced by $4,176, from $25,348 to $21,172. The reduction of $4,176 is equivalent to the value of the shares issued at the 5-day VWAP of $2.98 concluded in connection with the private placement. This transaction was accounted for as an extinguishment of a portion of the OID loan and the difference between the adjustment to the carrying value of the loan of $2,343 and the amount recorded for the shares issued of $3,953 was recorded as a loss on extinguishment of a loan of $1,609. The shares were recorded at fair value, determined using the closing price of $2.82 on the date of issue October 31, 2016, resulting in a value of the shares issued of $3,953.

 

30 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

15.

Operating and finance lease inducements and obligations

 

     December 31,
2017
     December 31,
2016
 

Finance lease obligations

   $ 972      $ —    

Deferred operating lease inducements and obligations

     4,402        2,011  
  

 

 

    

 

 

 
   $ 5,374      $ 2,011  

Less current portion of operating and finance lease inducements and obligations

     (3,301      (1,004
  

 

 

    

 

 

 
   $ 2,073      $ 1,007  
  

 

 

    

 

 

 

The following table presents the future minimum finance lease payments as of December 31, 2017:

 

     Within 1 year      2 - 5 years      Total  

Future minimum lease payments

   $ 338      $ 783      $ 1,121  

Less future finance costs

     (73      (76      (149
  

 

 

    

 

 

    

 

 

 

Finance lease obligation

   $ 265      $ 707      $ 972  
  

 

 

    

 

 

    

 

 

 

 

31 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

16.

Other long-term liabilities

 

     December 31,
2017
     December 31,
2016
 

Settlement fee payable (a)

   $ 190      $ 270  

Royalty payment obligation (b)

     2,963        3,100  

Other employee benefit liabilities

     593        914  

Other long-term liabilities

     70        118  
  

 

 

    

 

 

 
   $ 3,816      $ 4,402  

Less:

     

Current portion of settlement fee payable (note 12)

     (102      —    

Current portion of royalty payment obligation (note 12)

     —          (577

Current portion of employee benefit liabilities (note 12)

     (379      (379
  

 

 

    

 

 

 
   $ 3,335      $ 3,446  
  

 

 

    

 

 

 

 

a)

Settlement of litigation

During the year ended December 31, 2012, the Corporation was served with a lawsuit in the Federal Court of Canada (Court) relating to a claim for infringement of two Canadian issued patents held by a third party plaintiff, GE Healthcare Biosciences AB (“GE”). The Corporation filed a statement of defence on the infringement claims, in addition to a counterclaim requesting that the Court declare both patents invalid and unenforceable.

The Corporation and GE entered into a settlement and license agreement on October 25, 2016 to mutually discontinue all past claims and counterclaims between the parties and to commercialize the underlying technologies over the term of the license, which shall not extend, on a country-by-country basis, beyond October 2021 (the “Term”). Under the agreement, Prometic shall pay GE an aggregate amount of $1,000 between October 25, 2016 and October 25, 2020 in consideration thereof, Minimum Annual Royalty (“MAR”) payments totaling $587 over the Term and a 2% net sales royalty on sales of certain Prometic bioseparation products to third parties and affiliates during the Term; the royalties being creditable against the MAR. The net sales royalty expense will be recorded as such product sales are recognized.

As a result, the Corporation recorded an expense of $913 representing the present value of the $1,000 settlement fee determined using an effective interest rate of 15.8%, under administration expenses in the consolidated statement of operations for the year ended December 31, 2016.

 

32 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

b)

Royalty payment obligation

On December 16, 2016, the Corporation and one of its licensee’s modified the terms of a license agreement entered into by the parties. As a result, the Corporation reacquired the rights initially granted in the license agreement, to a 50% share of the worldwide profits pertaining to the sale of plasminogen for the treatment of plasminogen congenital deficiency (the “Reacquired Right”). As consideration for the Reacquired Right, the Corporation issued 1,683,040 common shares (note 17a), accepted to forego the payment of an outstanding receivable balance of $1,334 and agreed to make royalty payments on the sales of plasminogen for congenital deficiency, using a rate of 5% up to a total of US$2,500,000. If by December 31, 2020 the full royalty obligation has not been paid, the unpaid balance will become due. The Corporation recognized a royalty payment obligation of $3,100 in the consolidated statement of financial position at December 31, 2016, representing the discounted value of the expected royalty payments to be made until December 31, 2020, using a discount rate of 9.2%. The aggregate value of the consideration given of $7,059 was recognized as an addition to intangible assets.

 

33 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

17.

Share capital and other equity instruments

 

a)

Share capital

Authorized and without par value:

Unlimited number of common shares, participating, carrying one vote per share, entitled to dividends.

Unlimited number of preferred shares, no par value, issuable in one or more series.

 

     December 31, 2017      December 31, 2016  
     Number      Amount      Number      Amount  

Issued common shares

     710,593,273      $ 575,550        623,229,331      $ 480,637  

Share purchase loan to an officer

     —          (400      —          (400
  

 

 

    

 

 

    

 

 

    

 

 

 

Issued and fully paid common shares

     710,593,273      $ 575,150        623,229,331      $ 480,237  
  

 

 

    

 

 

    

 

 

    

 

 

 

In February 2016, $50 of the principal amount of the share purchase loan to an officer was reimbursed together with $55 in interest receivable. As a result, the principal amount of the loan was reduced to $400. In March 2016, the maturity date of the loan was amended to the earlier of (i) March 31, 2019 or (ii) 30 days preceding a targeted NASDAQ or NYSE listing date of Prometic’s shares. The share purchase loan bears interest at prime plus 1%.

Changes in the issued and outstanding common shares during the years ended December 31, 2017 and 2016 were as follows:

 

     2017      2016  
     Number      Amount      Number      Amount  

Balance - beginning of year

     623,229,331      $ 480,237        581,930,868      $ 365,540  

Issued for cash

     31,250,000        53,125        19,400,000        60,140  

Issued in consideration of loan extinguishment (note 14)

     5,045,369        8,325        3,323,408        9,737  

Exercise of future investment rights (note 17c)

     44,791,488        27,594        —          —    

Exercise of stock options (note 17b)

     3,086,203        811        2,022,590        979  

Shares issued under restricted share units plan (note 17b)

     3,190,882        5,058        611,212        957  

Issued in relation to the business combination (note 5)

     —          —          14,258,213        40,208  

Issued in consideration of reaquired rights (note 16b)

     —          —          1,683,040        2,626  

Reimbursement of share purchase loan to an officer

     —          —          —          50  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance - end of year

     710,593,273      $ 575,150        623,229,331      $ 480,237  
  

 

 

    

 

 

    

 

 

    

 

 

 

2017

On July 6, 2017, the Corporation issued 31,250,000 common shares following a bought deal public offering for gross proceeds of $53,125. The underwriters received a cash commission of 6% of the gross proceeds of the offering. Concurrently with the bought deal public offering, the Corporation concluded a private placement with the holder of the long-term debt. Using the rights conveyed under the loan agreement, the holder of the long-term debt elected to extinguish a portion of the face value of the third OID loan as consideration for the 5,045,369 shares issued (note 14). The aggregate issuance costs related to these issuances, including the commission, in the amount of $3,878, were recorded against the deficit during the year ended December 31, 2017.

 

34 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

2016

On May 25, 2016, the Corporation issued 19,400,000 common shares following a bought deal public offering for gross proceeds of $60,140. The underwriters received a cash commission of 5% of the gross proceeds of the offering. Concurrently with the bought deal public offering, the Corporation concluded a private placement with the holder of the long-term debt. Using the rights conveyed under the loan agreement, the holder of the long-term debt elected to extinguish a portion of the face value of the second OID loan as consideration for the 1,921,776 shares issued (note 14). The aggregate issuance costs related to these issuances, including the underwriters’ commission, in the amount of $3,549, were recorded against the deficit during the year ended December 31, 2016.

On October 31, 2016, the Corporation issued 14,258,213 common shares having a fair value of $40,208 to acquire Telesta (note 5). Concurrently with the share issuance, the Corporation concluded a private placement with the holder of the long-term debt. Using the rights conveyed under the loan agreement, the holder of the long-term debt elected to extinguish a portion of the face value of the second OID loan as a consideration for the 1,401,632 common shares issued (note 14). The aggregate issuance costs related to the shares of $93 were recorded against the deficit during the year ended December 31, 2016.

On December 16, 2016, the Corporation issued 1,683,040 common shares having a fair value of $2,626 as part of the consideration given to reacquire a right from a licensee (note 16b). The aggregate issuance cost related to the shares of $13 were recorded against the deficit during the year ended December 31, 2016.

 

b)

Contributed surplus (share-based payments)

Stock options

The Corporation has established a stock option plan for its directors, officers, employees and service providers. The plan provides that the aggregate number of shares reserved for issuance at any time under the plan may not exceed 33,434,585 common shares and the maximum number of common shares, which may be reserved for issuance to any individual, may not exceed 5% of the outstanding common shares. The stock options issued under the plan may be exercised over a period not exceeding ten years from the date they were granted. The vesting period of the stock options varies from immediate vesting to vesting over a period not exceeding 5 years. In some circumstances, the vesting of stock options may be conditional to attaining performance conditions. The vesting conditions are established by the Board of Directors on the grant date. The exercise price is based on the weighted average share price for the five business days prior to the grant.

 

35 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

Changes in the number of stock options outstanding during the years ended December 31, 2017 and 2016 were as follows:

 

     2017      2016  
     Number      Weighted
average
exercise price
     Number      Weighted
average
exercise price
 

Balance - beginning of year

     14,372,640      $ 1.41        13,513,736      $ 0.92  

Granted

     3,809,870        1.99        3,024,100        2.91  

Forfeited

     (630,037      2.53        (140,106      2.27  

Exercised

     (3,086,203      0.16        (2,022,590      0.31  

Expired

     (3,000      0.12        (2,500      0.13  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance - end of year

     14,463,270      $ 1.79        14,372,640      $ 1.41  
  

 

 

    

 

 

    

 

 

    

 

 

 

During the year ended December 31, 2017, 177,050 and 3,632,820 options having a contractual term of five and ten years respectively were granted. All other outstanding options have a contractual term of five years.

During the year ended December 31, 2017, 3,086,203 options were exercised resulting in cash proceeds of $481 and a transfer from contributed surplus to share capital of $330. The weighted average share price on the date of exercise of the options during the year ended December 31, 2017 was $1.71.

During the year ended December 31, 2016, 2,022,590 stock options were exercised resulting in cash proceeds of $625 and a transfer from contributed surplus to share capital of $354. The weighted average share price on the date of exercise of the stock options during the year ended December 31, 2016 was $2.75.

 

36 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

At December 31, 2017, stock options issued and outstanding by range of exercise price are as follows:

 

Range of

exercise price

   Number
outstanding
     Weighted average
remaining
contractual life
(in years)
     Weighted
average
exercise price
     Number
exercisable
     Weighted
average
exercise price
 

$0.34 - $ 0.88

     3,052,624        0.4      $ 0.38        3,052,624      $ 0.38  

$1.10 - $ 2.02

     2,920,861        2.9        1.27        1,881,217        1.19  

$2.07 - $ 2.44

     5,770,981        6.1        2.23        2,041,493        2.35  

$2.55 - $ 3.19

     2,718,804        3.4        2.98        1,203,016        2.98  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     14,463,270        3.7      $ 1.79        8,178,350      $ 1.44  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The Corporation uses the Black-Scholes option pricing model to calculate the fair value of options at the date of grant. The weighted average inputs into the model and the resulting grant date fair values during the year ended December 31, 2017 and 2016 were as follows:

 

     2017     2016  

Expected dividend rate

     —         —    

Expected volatility of share price

     61.8     63.3

Risk-free interest rate

     1.2     0.7

Expected life in years

     6.8       3.8  

Weighted average grant date fair value

   $ 1.19     $ 1.36  

The expected volatility was based on historical volatility of the common shares while the expected life was based on the historical holding patterns. The fair value of the grants is expensed over the vesting period on the assumption that between 3.4% to 5.5% (between 2.8% and 4.6% in 2016) of the unvested stock options will be forfeited annually over the service period.

A share-based payment compensation expense of $3,436 was recorded for the stock options for the year ended December 31, 2017 ($2,871 for the year ended December 31, 2016).

Restricted share units

The Corporation has established an equity-settled restricted share units plan for executive officers of the Corporation, as part of its incentive program designed to align the interests of its executives with those of its shareholders, and in accordance with its Long Term Incentive Plan. The vesting conditions are established by the Board of Directors on the grant date and must generally be met within 3 years. Each vested RSU gives the right to receive a common share.

During 2017, the Board decided to replace 1,220,623 of the expired RSU with an equivalent number of RSU keeping the same vesting conditions but extending the evaluation period for the attainment of the objectives by one year to December 31, 2017. The replacement RSU were issued on April 11, 2017. This transaction was accounted for as a modification of the existing RSU that did not have an impact on the value of the RSU.

 

37 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

The RSU granted prior to the grant on November 24, 2017 vest upon achievement of various corporate and commercial objectives and the underlying shares become available for issuance once the RSU are vested. On November 24, 2017, the Corporation granted 6,228,456 RSU to management (the “2017-2019 RSU”), the time period to meet the vesting conditions goes until December 31, 2019. The grant included 1,132,448 units that vest at a rate of 33.3% at the end of each year and become available for release at the time of vesting, and 5,096,008 units that have performance-based conditions with a scaling payout depending on performance. These 2017-2019 performance based RSU will only vest at the end of 2019 if individual RSU objectives are met and if the participant is still at the employ of the Corporation at that time.

Changes in the number of RSU outstanding during the years ended December 31, 2017 and 2016 are presented in the following table. The units granted represent the maximum payout based on achievement of all objectives.

 

     2017      2016  

Balance - beginning of year

     9,999,251        7,869,117  

Granted

     7,449,079        2,741,346  

Expired

     (3,157,311      —    

Forfeited

     (538,854      —    

Released

     (3,190,882      (611,212
  

 

 

    

 

 

 

Balance - end of year

     10,561,283        9,999,251  
  

 

 

    

 

 

 

The grant date fair value of a 2017-2019 RSU is $1.42 (2016-2018 RSU is $2.87). A share-based payment compensation expense of $5,226 was recorded during the year ended December 31, 2017 ($3,992 for the year ended December 31, 2016). At December 31, 2017, there were 1,895,224 vested RSU outstanding (1,214,479 at December 31, 2016) and 8,666,059 unvested RSU outstanding (8,784,772 at December 31, 2016).

Share-based payment expense

The total share-based payment expense has been included in the consolidated statements of operations for the years ended December 31, 2017 and 2016 as indicated in the following table:

 

     2017      2016  

Cost of sales and production

   $ 370      $ 261  

Research and development expenses

     4,150        3,052  

Administration, selling and marketing expenses

     4,142        3,550  
  

 

 

    

 

 

 
   $ 8,662      $ 6,863  
  

 

 

    

 

 

 

 

38 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

c)

Warrants and future investment rights

The warrants and future investment rights issued by the Corporation provide essentially the same rights to the holders. The following table summarizes the changes in the number of warrants and rights outstanding during the years ended December 31, 2017 and 2016:

 

     2017      2016  
     Number      Weighted
average
exercise
price
     Number      Weighted
average
exercise
price
 

Balance of warrants and rights - beginning of year

     101,863,180      $ 1.44        89,791,890      $ 1.00  

Warrants issued for cash

     64,600,407        2.03        11,793,380        4.70  

Warrants issued in relation to the business combination (note 5)

     —          —          277,910        6.39  

Exercise of future investment rights

     (44,791,488      0.47        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants and rights - end of year

     121,672,099      $ 2.11        101,863,180      $ 1.44  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants and rights exercisable - end of year

     87,672,099      $ 2.27        101,863,180      $ 1.44  
  

 

 

    

 

 

    

 

 

    

 

 

 

2017

On February 3, 2017, all of the 44,791,488 future investment rights were exercised resulting in cash proceeds of $21,052 and a transfer from warrants and future investment rights to share capital of $6,542.

On April 27, 2017, pursuant to a financing for total proceeds of $25,010, the Corporation issued additional debt and the Sixth Warrants to the holder of the long-term debt. Further details concerning the debt issued are provided in note 14. The Sixth Warrants consist of 10,600,407 warrants, each giving the holder the right to acquire one common share at an exercise price of $3.70, paid either in cash or in consideration of the lender’s cancellation of an equivalent amount of the face value of an OID loan. The warrants expire on October 26, 2023. The value of the proceeds attributed to the warrants of $6,463 was recorded in warrants and future investment rights. The issuance cost related to the warrants, in the amount of $145, has been recorded against the deficit.

On November 30, 2017, pursuant to entering into a non-revolving credit facility agreement, the Corporation issued the Seventh Warrants to the holder of the long-term debt. Further details concerning the credit facility are provided in note 14. The Seventh Warrants consist of 54 million warrants from which 10 million warrants were exercisable as of the date of the agreement and the remaining 44 million warrants become exercisable as and if the Corporation draws upon the credit facility in increments of US$10,000,000; five million warrants become exercisable for each US$10,000,000 drawn on the first US$40,000,000 tranche of the credit facility and six million warrants become exercisable for each US$10,000,000 drawn on the second US$40,000,000 tranche of the credit facility. Each warrant gives the holder the right to acquire one common share at an exercise price of $1.70. The warrants expire on June 30, 2026. Although the warrants are issued and outstanding in the warrant table above, for accounting purposes, these warrants will be recognized and measured at the time they become exercisable.

 

39 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

The amount of each US$10,000,000 drawdown on the non-revolving credit facility is allocated to the debt and the warrants based on their fair value at the time of the drawdown. The initial 10 million warrants exercisable upon signature of the agreement were valued at $5,214 and were recognized as a deferred financing costs with the offsetting entry in equity. The Corporation drew on the facility on November 30, 2017 and on December 14, 2017 and the value of the proceeds attributed to the warrants was $2,363 and $2,245 respectively, which was recorded in equity. Issuance cost related to the issuance of the Seventh Warrants, in the amount of $125, have been recorded against the deficit.

2016

On February 29, 2016, pursuant to an additional financing for total proceeds of $30,010, the Corporation issued additional debt and the Fifth Warrants to the holder of the long-term debt. Further details concerning the debt issued are provided in note 14.

The Fifth Warrants consist of 11,793,380 warrants, each giving the holder the right to acquire one common share at an exercise price of $4.70, paid either in cash or in consideration of the lender’s cancellation of an equivalent amount of the face value of an OID loan. The warrants expire on July 31, 2022. The value of the proceeds attributed to the warrants of $10,418 was recorded in warrants and future investment rights.

On October 31, 2016, the Corporation issued 277,910 warrants in replacement of the Telesta warrants and in connection with the business combination of Telesta (note 5). The warrants have an exercise price of $6.39 and expire on September 23, 2019.

The aggregate issuance cost related to the warrants, in the amount of $167, has been recorded against the deficit.

As at December 31, 2017, the following warrants and future investment rights, classified as equity, to acquire shares were outstanding:

 

     Number      Expiry date      Exercise
price
 
     277,910        September 2019      $ 6.39  
     1,000,000        September 2021        0.52  
     20,276,595        September 2021        0.77  
     16,723,807        July 2022        1.87  
     7,000,000        July 2022        3.00  
     11,793,380        July 2022        4.70  
     10,600,407        October 2023        3.70  
     54,000,000        June 2026        1.70  
  

 

 

       

 

 

 
     121,672,099         $ 2.11  
  

 

 

       

 

 

 

 

40 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

18.

Non-controlling interests

The shares of three of the Corporation’s subsidiaries are partially held by non-controlling interests. The subsidiaries are Prometic Bioproduction Inc. (PBP), Pathogen Removal and Diagnostic Technologies Inc. (PRDT) and NantPro. The Corporation held on December 31, 2017 and 2016, 87.0%, 77.0% and 73.0% of the ownership interests respectively.

Summarized financial information for PBP, PRDT and NantPro, for the years ended December 31, 2017 and 2016 is provided in the following tables. This information is based on amounts before inter-company eliminations.

2017

Summarized statements of financial position

 

     PBP      PRDT      NantPro  

Investment tax credits receivables, inventories and other current assets

   $ 13,250      $ —        $ —    

Capital and intangible assets (long-term)

     20,427        398        141,025  

Trade and other payables (current)

     (6,965      (417      —    

Intercompany loans and lease inducements and obligations (long-term)

     (120,789      (15,003      —    
  

 

 

    

 

 

    

 

 

 

Total equity

   $ (94,077    $ (15,022    $ 141,025  
  

 

 

    

 

 

    

 

 

 

Attributable to non-controlling interests

   $ (10,722    $ (5,901    $ 38,070  
  

 

 

    

 

 

    

 

 

 

Summarized statements of operations

 

     PBP      PRDT      NantPro  

Revenues or services rendered to other members of the group

   $ 3,712      $ 181      $ —    

Cost of sales and production

     (1,635      —          —    

Research and development expenses

     (34,027      (335      (17,482

Adminstration and other expenses

     (4,587      (957      (210
  

 

 

    

 

 

    

 

 

 

Net loss and comprehensive loss

   $ (36,537    $ (1,111    $ (17,692
  

 

 

    

 

 

    

 

 

 

Attributable to non-controlling interests

   $ (4,750    $ (779    $ (4,776
  

 

 

    

 

 

    

 

 

 

During the year ended December 31, 2017, PBP used $24,394 and $3,544 in cash for its operating and investing activities respectively and received $28,200 from financing activities.

2016

Summarized statements of financial position

 

41 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

     PBP      PRDT      NantPro  

Investment tax credits receivables and other current assets

   $ 7,464      $ —        $ —    

Capital and intangible assets (long-term)

     18,624        566        141,025  

Trade and other payables (current)

     (4,925      (374      —    

Intercompany loans (long-term)

     (78,703      (13,801      —    
  

 

 

    

 

 

    

 

 

 

Total equity

   $ (57,540    $ (13,609    $ 141,025  
  

 

 

    

 

 

    

 

 

 

Attributable to non-controlling interests

   $ (5,972    $ (5,122    $ 38,070  
  

 

 

    

 

 

    

 

 

 

Summarized statements of operations

 

     PBP      PRDT      NantPro  

Revenues or services rendered to other members of the group

   $ 5,440      $ 126      $ —    

Research and development expenses

     (34,698      (234      (17,897

Adminstration and other expenses

     (2,936      (1,009      (119
  

 

 

    

 

 

    

 

 

 

Net loss and comprehensive loss

   $ (32,194    $ (1,117    $ (18,016
  

 

 

    

 

 

    

 

 

 

Attributable to non-controlling interests

   $ (4,185    $ (813    $ (4,864
  

 

 

    

 

 

    

 

 

 

During the year ended December 31, 2016, PBP used $25,962 and $9,653 in cash for its operating and investing activities respectively and received $35,602 from financing activities.

 

42 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

The losses allocated to the non-controlling interests and the carrying amount of the non-controlling interest on the consolidated statement of financial position, per subsidiary are as follows:

 

     2017      2016  

Consolidated statements of financial position:

     

Prometic Bioproduction Inc.

   $ (10,722    $ (5,972

Pathogen Removal and Diagnostic Technologies Inc.

     (5,901      (5,122

NantPro Biosciences, LLC

     38,070        38,070  
  

 

 

    

 

 

 

Total non-controlling interests

   $ 21,447      $ 26,976  
  

 

 

    

 

 

 

 

     2017      2016  

Consolidated statements of operations:

     

Prometic Bioproduction Inc.

   $ (4,750    $ (4,185

Pathogen Removal and Diagnostic Technologies Inc.

     (779      (813

NantPro Biosciences, LLC

     (4,776      (4,864
  

 

 

    

 

 

 

Total non-controlling interests

   $ (10,305    $ (9,862
  

 

 

    

 

 

 

 

19.

Capital disclosures

 

     2017      2016  

Finance lease obligations

   $ 972      $ —    

Long-term debt

     87,020        48,115  

Total equity

     143,431        159,343  

Cash and cash equivalents

     (23,166      (27,806

Marketable securities and short-term investments

     —          (11,063
  

 

 

    

 

 

 

Total Capital

   $ 208,257      $ 168,589  
  

 

 

    

 

 

 

The Corporation’s objective in managing capital is to ensure sufficient liquidity to finance its research and development activities, administration, selling and marketing expenses, working capital and overall expenditures on capital and intangible assets. The Corporation makes every effort to manage its liquidity to minimize dilution to its shareholders, whenever possible. The Corporation is subject to one externally imposed capital requirement (refer to note 14) and the Corporation’s overall strategy with respect to capital risk management remains unchanged from the year ended December 31, 2016.

 

43 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

20.

Revenues

 

     2017      2016  

Revenues from the sale of goods

   $ 16,461      $ 12,892  

Milestone and licensing revenues

     19,724        —    

Revenues from the rendering of services

     1,930        3,371  

Rental revenue

     1,000        129  
  

 

 

    

 

 

 
   $ 39,115      $ 16,392  
  

 

 

    

 

 

 

In August 2017, the Corporation entered into a licensing agreement with a third-party in China and as a result, milestone and licensing revenues of $19,724 were recorded during the third quarter of 2017. The third party having not remitted funds associated with the license fee and initial milestone payment within the specified payment terms was consequently in breach of the agreement. As a result, the Corporation was in a position to exercise its contractual rights and opted to terminate the agreement in March 2018 thereby returning all the rights previously conferred under the license agreement back to Prometic. The Corporation has written-off the accounts receivable to bad debt expense as at December 31, 2017 (see note 29b).

 

44 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

21.

Information included in the consolidated statements of operations

 

Year ended December 31,

   2017      2016  

a) Government assistance included in research and development

     

Gross research and development expenses

   $ 101,946      $ 88,863  

Research and development tax credits

     (1,554      (1,248
  

 

 

    

 

 

 
   $ 100,392      $ 87,615  
  

 

 

    

 

 

 

b) Finance costs

     

Interest on long-term debt

   $ 7,686      $ 4,781  

Amortization of fees for line of credit

     208        —    

Other interest expense, transaction and bank fees

     384        109  

Interest income

     (313      (363
  

 

 

    

 

 

 
   $ 7,965      $ 4,527  
  

 

 

    

 

 

 

c) Wages and salaries

     

Wages and salaries

   $ 44,211      $ 36,191  

Employer’s benefits

     8,556        6,766  

Share-based payments expense

     8,662        6,863  
  

 

 

    

 

 

 

Total employee benefit expense

   $ 61,429      $ 49,820  
  

 

 

    

 

 

 

 

22.

Pension plan

The Corporation maintains a defined contribution pension plan for its permanent employees. The Corporation matches the contributions made by employees who elect to participate in the plan up to a maximum percentage of their annual salary. The Corporation’s contributions recognized as an expense for the year ended December 31, 2017 amounted to $1,596 ($1,154 for the year ended December 31, 2016).

 

23.

Government assistance

The Corporation has received government grants from the Isle of Man Government relating to operating and capital expenditures to be incurred by the Corporation and are disbursed to the Corporation when such expenditures are made.

 

45 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

The Isle of Man Government reserves the right to reclaim part or all of the grants received should the Corporation leave the Isle of Man according to the following schedule – 100% repayment within five years of receipt, then a sliding scale after that for the next 5 years – 6 years 80%, 7 years 60%, 8 years 40%, 9 years 20%, 10 years 0%.

If the Corporation were to cease operations in the Isle of Man as December 31, 2017, it would be required to repay $1,787 in relation to grants received in the past amounting to $1,888. No provision has been made in these consolidated financial statements for any future repayment relating to the grants received.

 

46 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

24.

Income taxes

The income tax recovery reported in the consolidated statement of operations for the years ended December 31, 2017 and 2016 are as follows:

 

     2017      2016  

Current income taxes

   $ (3,165    $ (418

Deferred income taxes

     (11,587      (6,220
  

 

 

    

 

 

 
   $ (14,752    $ (6,638
  

 

 

    

 

 

 

The following table provides a reconciliation of the income tax recovery calculated at the combined statutory income tax rate to the income tax recovery recognized in the consolidated statements of operations:

 

     2017      2016  

Net loss before income taxes

   $ (134,788    $ (117,307

Combined Canadian statutory income tax rate

     26.8%        26.9%  

Income tax at combined income tax rate

     (36,123      (31,556

Increase (decrease) in income taxes resulting from:

     

Unrecorded potential tax benefit arising from current-period losses and other deductible temporary differences

     35,568        23,499  

Effect of tax rate differences in foreign subsidiaries

     (2,513      (2,988

Non-deductible or taxable items

     (1,132      2,962  

Change in tax rate

     (6,175      2,107  

Recognition of previous years unrecognized deferred tax assets

     (1,221      (242

Research and development tax credit

     (4,193      (420

Foreign witholding tax

     1,039        —    

Other

     (2      —    
  

 

 

    

 

 

 
   $ (14,752    $ (6,638
  

 

 

    

 

 

 

 

47 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

The following table presents the nature of the deferred tax assets and liabilities that make up the deferred tax assets and deferred tax liabilities balance at December 31, 2017 and 2016.

 

     Intangible
assets
    R&D
expenses
    Losses     Other     Total  

As at January 1, 2016

   $ 40,607     $ —       $ (9,192   $ (257   $ 31,158  

Charged (credited) to profit or loss

     83       (97     (6,491     285       (6,220

Charged (credited) to profit and loss (foreign exchange)

     —         —         257       —         257  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As at December 31, 2016

          

Deferred tax liabilities

   $ 40,690     $ (97   $ (15,426   $ 28     $ 25,195  

Charged (credited) to profit and loss

     (13,209     (841     2,582       (7     (11,475

Charged (credited) to profit and loss (foreign exchange)

     —         —         684       —         684  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As at December 31, 2017

   $ 27,481     $ (938   $ (12,160   $ 21     $ 14,404  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprised of the following:

          

Deferred tax assets

     —         (938     (9     21       (926

Deferred tax liabilities

   $ 27,481     $ —       $ (12,151   $ —       $ 15,330  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

48 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

Available temporary differences not recognized at December 31, 2017 and 2016 are as follows:

 

     2017      2016  

Tax losses (non-capital)

   $ 280,002      $ 278,197  

Tax losses (capital)

     33,962        34,053  

Unused research and development expenses

     72,636        130,443  

Undeducted financing expenses

     17,894        10,770  

Interest expenses carried forward

     8,176        7,316  

Trade and other payable

     1,141        1,631  

Capital assets

     580        804  

Intangible assets

     95,980        103,963  

Start-up expense

     3,952        4,434  

Unrealized loss (gain) on exchange rate

     413        —    

Other

     241        379  
  

 

 

    

 

 

 
   $ 514,977      $ 571,990  
  

 

 

    

 

 

 

At December 31, 2017, the Corporation has non-capital losses of $361,914 of which $280,002 are available to reduce future taxable income for which the benefits have not been recognized. These losses expire at various dates from 2022 to 2037 (except for the non-capital losses in the United Kingdom which do not expire). The Corporation has capital losses of $33,962 that are available to reduce future taxable income for which the benefits have not been recognized. These tax attributes can be carried forward indefinitely. At December 31, 2017, the Corporation also has unused research and development expenses of $76,415 of which $72,636 are available to reduce future taxable income for which the benefits have not been recognized.

At December 31, 2017, the Corporation also had unused federal tax credits available to reduce future income tax in the amount of $18,672 expiring between 2022 and 2037. Those credits have not been recorded and no deferred income tax assets have been recognized in respect to those tax credits.

 

49 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

The unused non-capital losses expire as indicated in the table below:

 

     Canada      Foreign  

At December 31, 2017

   Federal      Provincial      Countries  

Losses carried forward expiring in:

        

2022

   $ —        $ —        $ 1,551  

2023

     —          —          2,521  

2024

     —          —          3,390  

2025

     —          —          2,649  

2026

     —          —          2,547  

2027

     —          —          9,511  

2028

     3,510        3,495        9,940  

2029

     —          —          3,951  

2030

     76        76        9,274  

2031

     977        977        8,982  

2032

     855        855        1,517  

2033

     4,089        4,023        2,063  

2034

     8,761        8,261        12,808  

2035

     9,314        10,826        26,906  

2036

     30,186        22,668        40,166  

2037

     42,650        42,649        49,542  
  

 

 

    

 

 

    

 

 

 
   $ 100,418      $ 93,830      $ 187,318  
  

 

 

    

 

 

    

 

 

 

As at December 31, 2017, the Corporation and its subsidiaries have tax losses which arose in the United Kingdom of $74,178 that are available to reduce future taxable income for which the benefits have not been recognized. These tax attributes can be carried forward indefinitely.

 

50 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

25.

Segmented information

The Corporation’s three operating segments are Bioseparations, Plasma-derived therapeutics and Small molecule therapeutics (see note 4c – change in accounting policies).

Bioseparations: The segment develops and manufactures Prometic’s core bioseparation technologies and products. Its proprietary affinity absorbents and Mimetic LigandTM purification platform are used by pharmaceutical and medical companies worldwide and for its own extraction and purification manufacturing processes.

Plasma-derived therapeutics: The segment develops manufacturing processes, based on Prometic’s own affinity technology, to provide efficient extraction and purification of therapeutic proteins from human plasma, the Plasma Protein Purification System (PPPSTM), a multi-product sequential purification process. This technology is key for extracting proteins, which Prometic plans to commercialize with an emphasis on therapeutic products targeting orphan and rare diseases.

Small molecule therapeutics: The segment is a small molecule drug discovery and development business. It has lead compounds, namely PBI-4050 which targets unmet medical needs such as the treatment of idiopathic pulmonary fibrosis (“IPF”), Alström syndrome as well as other fibrotic indications. The operating segment is also working on multiple follow-on drugs such as PBI-4547 and PBI-4425 at the pre-clinical stage.

The reconciliation to the statement of operations column includes the elimination of intercompany transactions between the segments and the remaining activities not included in the above segments. These expenses generally pertain to public entity reporting obligations, investor relations, financing and other corporate office activities.

The accounting policies of the segments are the same as the accounting policies of the Corporation. The operating segments results include intercompany transactions between the segments which are done in a manner similar to transactions with third parties.

 

51 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

a) Revenues and expenses by operating segments

 

                  Small     Reconciliation        
            Plasma-derived     molecule     to statement        

For the year ended December 31, 2017

   Bioseparations      therapeutics     therapeutics     of operations     Total  

External revenues

   $ 16,802      $ 2,490     $ 19,724     $ 99     $ 39,115  

Intersegment revenues

     1,566        39       —         (1,605     —    
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     18,368        2,529       19,724       (1,506     39,115  

Cost of sales and production

     7,877        4,014       —         (1,742     10,149  

R&D - Manufacturing cost of therapeutics to be used in clinical trials

     —          32,766       1,755       (423     34,098  

R&D - Other expenses

     7,301        40,958       17,426       609       66,294  

Administration, selling and marketing expenses

     2,719        13,539       3,633       11,550       31,441  

Bad debt expense

     —          —         20,491       —         20,491  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ 471      $ (88,748   $ (23,581   $ (11,500   $ (123,358

Gain on foreign exchange

              (726

Finance costs

              7,965  

Loss on extinguishment of liabilities

              4,191  
           

 

 

 

Net loss before income taxes

            $ (134,788
           

 

 

 

Other information

           

Depreciation and amortization

   $ 907      $ 2,880     $ 428     $ 361     $ 4,576  

Share-based payment expense

     394        2,269       1,509       4,490       8,662  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

                 Small     Reconciliation        
           Plasma-derived     molecule     to statement        

For the year ended December 31, 2016 (restated)

   Bioseparations     therapeutics     therapeutics     of operations     Total  

External revenues

   $ 13,725     $ 2,538     $ —       $ 129     $ 16,392  

Intersegment revenues

     2,410       184       —         (2,594     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     16,135       2,722       —         (2,465     16,392  

Cost of sales and production

     8,087       1,435       —         (1,890     7,632  

R&D - Manufacturing cost of therapeutics to be used in clinical trials

     —         32,759       894       (477     33,176  

R&D - Other expenses

     6,336       34,852       13,338       (87     54,439  

Administration, selling and marketing expenses

     3,274       6,788       3,310       15,099       28,471  

Bad debt expense

     —         837       —         —         837  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment loss

   $ (1,562   $ (73,949   $ (17,542   $ (15,110   $ (108,163

Loss on foreign exchange

             423  

Finance costs

             4,527  

Loss on extinguishment of liabilities

             4,194  
          

 

 

 

Net loss before income taxes

           $ (117,307
          

 

 

 

Other information

          

Depreciation and amortization

   $ 898     $ 1,801     $ 352     $ 199     $ 3,250  

Share-based payment expense

     276       1,345       1,316       3,926       6,863  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

52 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

 

Information by geographic area

b) Capital and intangible assets by geographic area

 

     2017      2016  
  

 

 

    

 

 

 

Canada

   $ 33,979      $ 32,624  

United States

     155,034        153,630  

United Kingdom

     12,888        10,426  
  

 

 

    

 

 

 
   $ 201,901      $ 196,680  
  

 

 

    

 

 

 

c) Revenues by location

 

     2017      2016  
  

 

 

    

 

 

 

China

   $ 19,724      $ 200  

Switzerland

     7,411        7,967  

Netherlands

     2,722        965  

Korea

     2,637        40  

Canada

     2,482        1,636  

Austria

     1,439        133  

United States

     1,075        3,038  

United Kingdom

     843        1,059  

Other countries

     782        1,354  
  

 

 

    

 

 

 
   $ 39,115      $ 16,392  
  

 

 

    

 

 

 

Revenues are attributed to countries based on the location of customers.

The Corporation derives significant revenues from certain customers. During the year ended December 31, 2017, there was one customer in the Small molecule therapeutics segment that accounted for 50% of total revenues and two customers in the Bioseparations segment that accounted for 27% (20% and 7% respectively) of total revenues. For the year ended December 31, 2016, there was one customer who accounted for 51% of total revenues in the Bioseparations segment.

 

26.

Related party transactions

Balances and transactions between the Corporation and its subsidiaries, which are related parties of the Corporation, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Corporation and other related parties are disclosed below and in other notes accordingly to the nature of the transactions. These transactions have been recorded at the exchange amount, meaning the amount agreed to between the parties.

 

53 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

During the year ended December 31, 2017, interest revenues earned on the share purchase loan to an officer (note 17a) in the amount of $16 ($15 for the year ended December 31, 2016) were recorded and included in other receivables. At December 31, 2017, there was $12 in interest receivable on the share purchase loan to an officer ($13 at December 31, 2016).

 

27.

Compensation of key management personnel

The Corporation’s key management personnel comprises the external directors, officers and executives which included 24 individuals in 2017 and 23 individuals in 2016. The remuneration of the key management personnel during the years ended December 31, 2017 and 2016 was as follows:

 

     2017      2016  

Current employee benefits1)

   $ 7,750      $ 6,760  

Pension costs

     293        278  

Share-based payments

     6,515        5,330  
  

 

 

    

 

 

 
   $ 14,558      $ 12,368  
  

 

 

    

 

 

 

 

1)

Short-term employee benefits include director fees paid in cash, salaries, bonuses and the cost of other employee benefits.

 

28.

Commitments

CMO Lease

The Corporation signed a long-term manufacturing contract with a third party which provides the Corporation with additional manufacturing capacity (“the CMO contract”). The payments under the CMO contract cover the use of the production facility, a specified number of direct and indirect labour hours and the related overhead expense during a minimum of 20 weeks per year, over a 15-year term. The term of the agreement will be automatically extended after the initial term for successive terms of five years, unless a notification of termination is produced by one of the parties. The annual minimum payments under the agreement are subject to escalation annually calculated as the greatest of 3% or the Industrial Product Price / Pharmaceutical and Medicine Manufacturing index under the North American Industry Classification System. The annual payments are also subject to an adjustment calculated as 50% of the exchange rate between the U.S. dollar and the Canadian dollar at December 31st of each year.

 

54 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

The following table represent the future minimum operating lease payment as of December 31, 2017:

 

     Within 1 year      2 - 5 years      Later than
5 years
     Total  

Future minimum operating lease payment

   $ 3,468      $ 14,945      $ 32,291      $ 50,704  
  

 

 

    

 

 

    

 

 

    

 

 

 

The above payments include non-lease elements pertaining to the arrangement as it was impracticable to separate the operating expenses from the lease payment. The operating lease expense recognised in the consolidated statements of operations for the CMO contract was $4,707 for the year ended December 31, 2017 ($4,711 for the year ended December 31, 2016), which includes contingent rent of $727 for the year ended December 31, 2017 ($791 for the year ended December 31, 2016).

Other Leases

The Corporation has total commitments in the amount of $26,680 under various operating leases for the rental of offices, production plant, laboratory space and office equipment. The payments for the coming years and thereafter are as follows:

 

2018

   $ 3,880  

2019

     3,212  

2020

     3,007  

2021

     3,054  

2022 and thereafter

     13,527  
  

 

 

 
     $26,680  
  

 

 

 

The operating lease expense recognised in the consolidated statements of operations was $5,431 for the year ended December 31, 2017 ($4,373 for the year ended December 31, 2016).

Royalties

In April 2006, the Corporation entered into an agreement with the American Red Cross for an exclusive license to use intellectual property rights relating to the PPPS. As per the agreement, Prometic could pay a royalty to the American Red Cross in addition to an annual minimum royalty of US$30,000 to maintain the license.

A company owned by an officer of the Corporation is entitled to receive a royalty of 0.5% on net sales and 3% of license revenues in regards to certain small-molecule therapeutics commercialized by the Corporation.

 

55 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

In the normal course of business, the Corporation enters into license agreements for the market launching or commercialization of products. Under these licenses, including the one mentioned above, the Corporation has committed to pay royalties ranging generally between 1.5% and 15.0% of net sales from products it commercializes.

Other commitments

In connection with the CMO contract, the Corporation has committed to a minimum spending between $7,000 and $9,000 each year from 2018 to 2030 (the end of the initial term). As of December 31, 2017, the remaining payment commitment under the CMO contract was $104,700 or $53,996 after deduction of the minimum lease payments under the CMO contract disclosed above.

The Corporation has entered into multiple plasma purchase agreements whereby it has committed to purchase varying volumes of plasma until December 31, 2022. As at December 31, 2017, total commitment are as follows:

 

2018

   $ 19,065  

2019

     27,376  

2020

     41,063  

2021

     27,376  

2022 and thereafter

     34,220  
  

 

 

 
     $149,100  
  

 

 

 

 

56 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

29.

Financial instruments and financial risk management

 

a)

Fair value

The fair values of financial assets and financial liabilities for which fair value disclosure is required, together with the carrying amounts included in the statement of financial position, are as follows:

 

     2017      2016  
     Carrying
amount
     Fair
value
     Carrying
amount
     Fair
value
 

Financial assets

           

Cash

   $ 23,166      $ 23,166      $ 19,933      $ 19,933  

Restricted cash

     226        226        175        175  

Marketable Securities

     —          —          2,198        2,198  

Long-term receivables

     1,943        1,943        1,821        1,821  

Financial liabilities

           

Settlement fee payable

     190        305        270        272  

Royalty payment obligation

     2,963        3,133        3,100        2,832  

Other employee benefit liabilities

     593        911        914        911  

Long-term debt

   $ 87,020      $ 99,662      $ 48,115      $ 53,551  

The fair value of the long-term debt at December 31, 2017 was calculated using a discounted cashflow model via the market interest rate specific to the term of the debt instruments ranging from 7.6% to 16.4%. The fair value differs from the carrying value of the long-term debt of $87,020 which is carried at amortized cost.

The fair value of the advance on revenues from a supply agreement approximates the carrying amount since the loan bears interest at a fixed rate of interest approximating market rates for this type of advance.

Fair value hierarchy

Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – valuation based on quoted prices observed in active markets for identical assets or liabilities.

Level 2 – valuation techniques based on inputs that are quoted prices of similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; inputs other than quoted prices used in a valuation model that are observable for that instrument; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 – valuation techniques with significant unobservable market inputs.

 

57 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

Cash, restricted cash and marketable securities are considered to be level 1 fair value measurements.

The long-term receivables, settlement fee payable, royalty payment obligation, other employee benefit liabilities, and long-term debt are level 2 measurements.

 

b)

Financial risk management

The Corporation has exposure to credit risk, liquidity risk and market risk. The Corporation’s Board of Directors has the overall responsibility for the oversight of these risks and reviews the Corporation’s policies on an ongoing basis to ensure that these risks are appropriately managed.

 

58 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

Credit risk:

Credit risk is the risk of financial loss to the Corporation if a customer, partner or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Corporation’s cash, investments, receivables and share purchase loan to an officer. The carrying amount of the financial assets represents the maximum credit exposure.

The Corporation reviews a new customer’s credit history before extending credit and conducts regular reviews of its existing customers’ credit performance. The Corporation evaluates accounts receivable balances based on the age of the receivable, credit history of the customers and past collection experience. As at December 31, 2017 and 2016, the allocation of the trade receivables based on aging is indicated in the following table:

 

     2017      2016  

Current and not impaired

   $ 919      $ 1,596  

Past due in the following periods:

     

31 to 60 days

     876        1,212  

61 to 90 days

     —          1  

91 to 180 days

     1        541  

Over 180 days

     782        827  

Allowance for doubtful accounts

     (782      (837
  

 

 

    

 

 

 
   $ 1,796      $ 3,340  
  

 

 

    

 

 

 

Trade receivables included amounts from two customers which represent approximately 82% (70% and 13% respectively) of the Corporation’s total trade accounts receivable as at December 31, 2017, and four customers which represent approximately 87% (34%, 22%, 16% and 15% respectively) of the Corporation’s total trade accounts receivable as at December 31, 2016.

In August 2017, the Corporation entered into a licensing agreement with a third-party in China and as a result, milestone and licensing revenues of $19,724 were recorded during the third quarter. The third party having not remitted funds associated with the license fee and initial milestone payment within the specified payment terms was consequently in breach of the agreement. As a result, the corporation was in a position to exercise its contractual rights and opted to terminate the agreement in March 2018 thereby returning all the rights previously conferred under the license agreement back to Prometic. The Corporation has written-off the accounts receivable of $18,518 to bad debt expense and has reversed the withholding taxes of $1,972 expected to be paid on this transaction as at December 31, 2017. The difference between the amount of revenue recognized and the bad debt amount is the withholding taxes that were recorded in deduction of the accounts receivable and the effect of the change in the CAD/GBP exchange rate on the accounts receivable.

Liquidity risk:

Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they come due. The Corporation manages its liquidity risk by continuously monitoring forecasts and actual cash flows.

 

59 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

The following table presents the contractual maturities of the financial liabilities as of December 31, 2017.

 

            Contractual Cash flows  

At December 31, 2017

   Carrying
amount
     Payable
within 1 year
     2 - 3
years
     Later than
4 years
     Total  

Accounts payable and accrued liabilities1)

   $ 26,653      $ 26,653      $ —        $ —        $ 26,653  

Advance on revenues from a supply agreement

     1,901        1,919        —          —          1,919  

Long-term portion of settlement fee payable

     88        —          115        —          115  

Long-term portion of royalty payment obligation

     2,963        —          3,138        —          3,138  

Long-term portion of other employee benefit liabilities

     214        —          241        —          241  

Long-term debt 2)

     87,020        5,343        28,137        113,469        146,949  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 118,839      $ 33,915      $ 31,631      $ 113,469      $ 179,015  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1)

Excluding $3,301 for current portion of operating and finance lease inducement and obligations (note 15).

2)

Under the terms of the OID loans and the non-revolving line of credit (note 14), the holder of Second, Third, Fourth, Fifth, Sixth and Seventh Warrants may decide to cancel a portion of the face values of these loans as payment upon the exercise of these warrants. The maximum repayment due on these loans has been included in the above table.

Market risk:

Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Corporation’s income or the value of its financial instruments.

i) Interest risk

The majority of the Corporation’s debt is at a fixed rate or a fixed amount including interest. Therefore there is limited exposure to changes in interest payments as a result of interest rate risk.

ii) Foreign exchange risk:

The Corporation is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Corporation operates in the Isle of Man, the United Kingdom and in the United States and a portion of its expenses incurred are in U.S dollars and in Great British Pounds (“GBP”). The majority of the Corporation’s revenues are in U.S. dollars and in GBP which serve to mitigate a portion of the foreign exchange risk relating to the expenditures. Financial instruments potentially exposing the Corporation to foreign exchange risk consist principally of cash and cash equivalents, short-term investments, receivables, trade and other payables, advance on revenues from a supply agreement and the amounts drawn on the non-revolving credit facility. The Corporation manages foreign exchange risk by holding foreign currencies to support forecasted cash outflows in foreign currencies.

 

60 of 61


PROMETIC LIFE SCIENCES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2017 and 2016

(In thousands of Canadian dollars)

 

As at December 31, 2017 and 2016, the Corporation’s net exposure to the GBP was not significant. Its net exposure to currency risk through assets and liabilities denominated in U.S. dollars was as follows:

 

     2017      2016  

Exposure in US dollars

   Amount due
in U.S. dollar
     Equivalent in
full CDN dollar
     Amount due
in U.S, dollar
     Equivalent in
full CDN dollar
 

Cash and cash equivalents

     4,813,581        6,041,526        11,597,289        15,571,679  

Short-term investments

     —          —          6,260,796        8,406,371  

Accounts receivable

     605,935        760,509        815,417        1,094,861  

Accounts payable and accrued liabilities

     (11,609,837      (14,571,506      (8,240,224      (11,064,149

Other long-term liabilities

     (1,051,790      (1,320,102      (2,054,433      (2,758,487

Finance lease obligations

     (774,978      (972,675      —          —    

Long-term debt

     (20,209,000      (25,364,316      —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Net exposure

     (28,226,089      (35,426,564      8,378,845        11,250,275  
  

 

 

    

 

 

    

 

 

    

 

 

 

Based on the above net exposures as at December 31, 2017, and assuming that all other variables remain constant, a 10 % depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in a decrease or an increase of the consolidated net loss of approximately $3,543. The Corporation has not hedged its exposure to currency fluctuations.

 

30.

Comparative information

Certain of the December 31, 2016 figures have been reclassified to conform to the current year’s presentation.

 

61 of 61

Exhibit 99.21

 

LOGO

Condensed interim consolidated financial statements of

Prometic Life Sciences Inc.

For the quarter ended March 31, 2018

(unaudited)

 

1 of 29


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In thousands of Canadian dollars) (Unaudited)

 

     March 31,
2018
    December 31,
2017
 

ASSETS

    

Current assets

    

Cash

   $ 13,869     $ 23,166  

Accounts receivable (note 3)

     7,416       6,839  

Income tax receivable

     3,034       4,116  

Inventories (note 4)

     36,152       36,013  

Prepaids

     3,161       2,141  
  

 

 

   

 

 

 

Total current assets

     63,632       72,275  

Long-term income tax receivable

     111       108  

Other long-term assets (note 5)

     9,189       8,663  

Capital assets (note 6)

     45,523       45,254  

Intangible assets (note 7)

     162,334       156,647  

Deferred tax assets

     925       926  
  

 

 

   

 

 

 

Total assets

   $ 281,714     $ 283,873  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Accounts payable and accrued liabilities (note 8)

   $ 28,595     $ 29,954  

Advance on revenues from a supply agreement

     1,541       1,901  

Current portion of long-term debt (note 9)

     3,106       3,336  

Deferred revenues

     876       829  
  

 

 

   

 

 

 

Total current liabilities

     34,118       36,020  

Long-term portion of operating and finance lease inducements and obligations

     2,093       2,073  

Other long-term liabilities (note 10)

     4,073       3,335  

Long-term debt (note 9)

     106,911       83,684  

Deferred tax liabilities

     13,657       15,330  
  

 

 

   

 

 

 

Total liabilities

   $ 160,852     $ 140,442  
  

 

 

   

 

 

 

EQUITY

    

Share capital (note 12a)

   $ 577,547     $ 575,150  

Contributed surplus (note 12b)

     17,136       16,193  

Warrants and future investment rights (note 12c)

     81,257       73,944  

Accumulated other comprehensive loss

     (307     (1,622

Deficit

     (574,929     (541,681
  

 

 

   

 

 

 

Equity attributable to owners of the parent

     100,704       121,984  

Non-controlling interests (note 13)

     20,158       21,447  
  

 

 

   

 

 

 

Total equity

     120,862       143,431  
  

 

 

   

 

 

 

Total liabilities and equity

   $ 281,714     $ 283,873  
  

 

 

   

 

 

 

Subsequent events (note 17)

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

2 of 29


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of Canadian dollars except for per share amounts) (Unaudited)

 

Quarters ended March 31,

   2018     2017  

Revenues (note 14)

   $ 4,292     $ 4,866  

Expenses

    

Cost of sales and other production expenses (note 4)

     4,766       2,390  

Research and development expenses

     22,416       24,387  

Administration, selling and marketing expenses

     7,703       6,946  

Loss on foreign exchange

     1,111       216  

Finance costs

     4,243       1,374  
  

 

 

   

 

 

 

Net loss before income taxes

   $ (35,947   $ (30,447
  

 

 

   

 

 

 

Income tax recovery:

    

Current

     (1     (75

Deferred

     (1,331     (1,239
  

 

 

   

 

 

 
     (1,332     (1,314
  

 

 

   

 

 

 

Net loss

   $ (34,615   $ (29,133
  

 

 

   

 

 

 

Net loss attributable to:

    

Owners of the parent

     (31,671     (26,397

Non-controlling interests (note 13)

     (2,944     (2,736
  

 

 

   

 

 

 
   $ (34,615   $ (29,133
  

 

 

   

 

 

 

Loss per share

    

Attributable to the owners of the parent

    

Basic and diluted

   $ (0.04   $ (0.04
  

 

 

   

 

 

 

Weighted average number of outstanding shares (in thousands)

     711,697       651,995  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

3 of 29


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands of Canadian dollars) (Unaudited)

 

Quarters ended March 31,

   2018     2017  

Net loss

   $ (34,615   $ (29,133

Other comprehensive income

    

Items that may be subsequently reclassified to profit and loss:

    

Change in unrealized foreign exchange differences on translation of financial statements of foreign subsidiaries

     1,315       130  
  

 

 

   

 

 

 

Total comprehensive loss

   $ (33,300   $ (29,003
  

 

 

   

 

 

 

Total comprehensive loss attributable to:

    

Owners of the parent

     (30,356     (26,267

Non-controlling interests

     (2,944     (2,736
  

 

 

   

 

 

 
   $ (33,300   $ (29,003
  

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

4 of 29


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands of Canadian dollars) (Unaudited)

 

     Equity attributable to owners of the parent              
     Share
capital
$
     Contributed
surplus
$
    Warrants
and future
investment
rights
$
    Foreign
currency
translation
reserve
$
    Deficit
$
    Total
$
    Non-
controlling
interests
$
    Total
equity
$
 

Balance at January 1, 2017

     480,237        12,919       64,201       (1,964     (423,026     132,367       26,976       159,343  

Net loss

     —          —         —         —         (26,397     (26,397     (2,736     (29,133

Foreign currency translation reserve

     —          —         —         130       —         130       —         130  

Share-based payments expense (note 12b)

     —          1,242       —         —         —         1,242       —         1,242  

Exercise of stock options (note 12b)

     161        (65     —         —         —         96       —         96  

Exercise of future investment rights (note 12c)

     27,594        —         (6,542     —         —         21,052       —         21,052  

Effect of funding arrangements on non-controlling interest (note 13)

     —          —         —         —         (936     (936     936       —    
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2017

     507,992        14,096       57,659       (1,834     (450,359     127,554       25,176       152,730  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2018

     575,150        16,193       73,944       (1,622     (541,681     121,984       21,447       143,431  

Impact of adopting IFRS 9 (note 2b)

     —          —         —         —         110       110       —         110  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2018 - restated

     575,150        16,193       73,944       (1,622     (541,571     122,094       21,447       143,541  

Net loss

     —          —         —         —         (31,671     (31,671     (2,944     (34,615

Foreign currency translation reserve

     —          —         —         1,315       —         1,315       —         1,315  

Issuance of shares (note 12a)

     1,960        —         —         —         —         1,960       —         1,960  

Share-based payments expense (note 12b)

     —          1,120       —         —         —         1,120       —         1,120  

Exercise of stock options (note 12b)

     437        (177     —         —         —         260       —         260  

Issuance of warrants (note 12c)

     —          —         7,313       —         —         7,313       —         7,313  

Share and warrant issuance cost

     —          —         —         —         (32     (32     —         (32

Effect of funding arrangements on non-controlling interest (note 13)

     —          —         —         —         (1,655     (1,655     1,655       —    
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2018

     577,547        17,136       81,257       (307     (574,929     100,704       20,158       120,862  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

5 of 29


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of Canadian dollars) (Unaudited)

 

Quarters ended March 31,

   2018     2017  

Cash flows used in operating activities

    

Net loss for the period

   $ (34,615   $ (29,133

Adjustments to reconcile net loss to cash flows used in operating activities:

    

Finance costs

     4,814       1,554  

Change in operating lease inducements and obligations

     (1,141     936  

Carrying value of capital and intangible assets disposed

     72       58  

Changes in other long-term assets

     (264     —    

Deferred income taxes

     (1,331     (1,239

Share-based payments expense (note 12b)

     1,120       1,242  

Depreciation of capital assets (note 6)

     1,037       795  

Amortization of intangible assets (note 7)

     245       211  
  

 

 

   

 

 

 
     (30,063     (25,576

Change in non-cash working capital items

     (2,417     (9,812
  

 

 

   

 

 

 
   $ (32,480   $ (35,388
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from debt and warrant issuances (notes 9,12c)

     25,155       —    

Repayment of principal on long-term debt (note 9)

     (1,361     (1,000

Repayment of interest on long-term debt

     —         (126

Exercise of options (note 12b)

     260       96  

Exercise of future investment rights (note 12c)

     —         21,052  

Payments of principal under finance lease

     (46     —    

Debt, share and warrants issuance costs

     (131     (100
  

 

 

   

 

 

 
   $ 23,877     $ 19,922  
  

 

 

   

 

 

 

Cash flows from (used in) investing activities

    

Additions to capital assets

     (727     (2,920

Additions to intangible assets

     (311     (285

Proceeds from the sale of marketable securities and short-term investments

     —         11,063  

Interest received

     32       76  
  

 

 

   

 

 

 
   $ (1,006   $ 7,934  
  

 

 

   

 

 

 

Net change in cash and cash equivalents during the period

     (9,609     (7,532

Net effect of currency exchange rate on cash and cash equivalents

     312       (156

Cash and cash equivalents, beginning of period

     23,166       27,806  
  

 

 

   

 

 

 

Cash end of the period

   $ 13,869     $ 20,118  
  

 

 

   

 

 

 

Comprising of:

    

Cash

     13,869       11,115  

Cash equivalents

     —         9,003  
  

 

 

   

 

 

 
   $ 13,869     $ 20,118  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

6 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

1.

Nature of operations

Prometic Life Sciences Inc. (“Prometic” or the “Corporation”), incorporated under the Canada Business Corporations Act, is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF), biopharmaceutical Corporation with globally recognized expertise in bioseparation, plasma-derived therapeutics and small-molecule drug development. The Corporation is active in developing its own novel small molecule therapeutic products targeting unmet medical needs in the field of fibrosis, autoimmune disease/inflammation and cancer. Prometic’s exclusive technology platform is utilized for large-scale drug purification of biologics, drug development, proteomics and the elimination of pathogens to industry leaders and uses its own affinity technology that provides for efficient extraction and purification of therapeutic proteins from human plasma in order to develop and commercialize plasma-derived therapeutics and orphan drugs.

The Corporation’s head office is located at 440, Boul. Armand-Frappier, suite 300, Laval, Québec, Canada, H7V 4B4. Prometic has Research and Development (“R&D”) facilities in the U.K., the U.S. and Canada, manufacturing facilities in the Isle of Man and Canada and business development activities in Canada, the U.S., Europe and Asia.

 

2.

Significant accounting policies

 

a)

Accounting framework

These unaudited condensed interim consolidated financial statements (“interim financial statements”) for the quarter ended March 31, 2018 have been prepared in accordance with IAS 34, Interim financial reporting. Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), have been omitted or condensed. These interim financial statements should therefore be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2017, which have been prepared in accordance with IFRS and which can be found at www.sedar.com.

These interim financial statements were approved for issue on May 14, 2018 by the Corporation’s Board of Directors.

 

b)

Adoption of new accounting standards

The accounting policies used in these interim financial statements are consistent with those applied by the Corporation in its December 31, 2017 audited annual consolidated financial statements except for the amendments to certain accounting standards which are relevant to the Corporation and were adopted by the Corporation as of January 1, 2018 as described below.

 

 

7 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

IFRS 9, Financial Instruments – Recognition and Measurement (“IFRS 9”)

IFRS 9 replaces the provisions of IAS 39, Financial Instruments – Recognition and Measurement and provides guidance on the recognition, classification and measurement of financial assets and financial liabilities, the derecognition of financial instruments, impairment of financial assets and hedge accounting.

The Corporation adopted IFRS 9 as of January 1, 2018 and the new standard has been applied retrospectively in accordance with the transitional provisions of IFRS 9. The following table presents the carrying amount of financial assets held by Prometic at December 31, 2017 and their measurement category under IAS 39 and the new model under IFRS 9.

 

     IAS 39      IFRS 9  
     Measurement
category
     Carrying
amount
     Measurement
category
     Carrying
amount
 

Cash

     FVTPL      $ 23,166        Amortized cost      $ 23,166  

Trade receivables

     Amortized cost        1,796        Amortized cost        1,796  

Other receivables

     Amortized cost        397        Amortized cost        397  

Restricted cash

     FVTPL        226        Amortized cost        226  

Long-term receivables

     Amortized cost        1,856        Amortized cost        1,856  

Equity Investments

     Cost        1,228        FVTPL        1,228  

Convertible debt

     Cost        87        FVTPL        87  

There has been no significant impact caused by the new classification of financial assets under IFRS 9. The classification of all financial liabilities as financial liabilities at amortized cost remains unchanged as well as their measurement resulting from their classification.

Under IFRS 9, modifications to financial assets and financial liabilities, shall be accounted for by recalculating the present value of the modified contractual cashflows at the original effective interest rate and the adjustment shall be recognized as a gain on loss in profit or loss. Under IAS 39, the impact of modifications was recognized prospectively over the remaining term of the debt.

The adoption of the accounting for modifications under the new standard has resulted in the restatement of the opening retained earnings and the long-term debt at January 1, 2018 as follows:

 

Retained earnings

   $ 110  

Long-term debt

     (110

IFRS 15, Revenue from contracts with customers (“IFRS 15”)

IFRS 15 replaces IAS 11, Construction Contracts, and IAS 18, Revenue and related interpretations and represents a new single model for recognition of revenue from contracts with customers. The model features a five-step analysis of transactions to determine the nature of an entity’s obligation to perform and whether, how much, and when revenue is recognized.

The Corporation adopted IFRS 15 as of January 1, 2018 and the new standard has been applied retrospectively using the modified retrospective approach, where prior periods are not restated and the cumulative effect of initially applying this standard is recognised in the opening retained earnings balance on January 1, 2018. The Corporation has also availed itself of the following practical expedients:

 

8 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

   

the standard was applied retrospectively only to contracts that were not completed on January 1, 2018; and

 

   

for contracts that were modified before January 1, 2018, the Corporation analysed the effects of all modifications when identifying whether performance obligations where satisfied, determining the transaction price and allocating the transaction price to the satisfied or unsatisfied performance obligations.

There has been no impact of the adoption of IFRS 15 as at January 1, 2018.

IFRIC 22, Foreign Currency Transactions and Advance Consideration (“IFRIC 22”)

IFRIC 22 which addresses how to determine the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) and on the derecognition of a non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration in a foreign currency. IFRIC 22 is effective for annual periods beginning on or after January 1, 2018. The Corporation adopted IFRIC 22 retrospectively on January 1, 2018. The adoption of the standard did not have a significant impact on the financial statements.

 

9 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

c)

New standards and interpretations not yet adopted

The IFRS accounting standards and interpretations that the Corporation reasonably expects may have a material impact on the disclosures, the financial position or results of operations of the Corporation when applied at a future date are as follows:

IFRS 16, Leases (“IFRS 16”)

In January 2016, the IASB issued IFRS 16, a new standard that replaces IAS 17, Leases. IFRS 16 is a major revision of the way in which companies account for leases and will no longer permit off balance sheet leases. Adoption of IFRS 16 is mandatory and will be effective for the Corporation’s fiscal year beginning on January 1, 2019. Early application is permitted for companies that also apply IFRS 15. The Corporation is in the process of evaluating the impact of adopting IFRS 16 on its consolidated financial statements.

 

d)

Significant judgments and critical accounting estimates

The preparation of the interim consolidated financial statements requires the use of judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. The uncertainty that is often inherent in estimates and assumptions could result in material adjustments to assets or liabilities affected in future periods. As a result of the application of IFRS 15 Revenues, the Corporation has modified its disclosure on significant judgments relating to revenue recognition. The other significant accounting judgments and critical accounting estimates applied by the Corporation, disclosed in the consolidated financial statements for the year ended December 31, 2017, remain unchanged

Revenue recognition – The Corporation does at times enter into revenue agreements which provide, among other payments, up-front and milestone payments in exchange for licenses and other access to intellectual property. It may also enter into several agreements simultaneously that are different in nature such as license agreements, R&D services, supply and manufacturing agreements. In applying the IFRS 15 revenue recognition model, management may be required to apply, depending on the contracts, significant judgment including the identification of the performance obligations.

Determining whether the performance obligations are distinct involves evaluating whether the customer can benefit from the good or service on its own or together with other resources that are readily available to the customer. Once the distinct performance obligations are identified, management must then determine if each performance obligation is satisfied at a point in time or over time. For license agreements, this requires management to assess the level of advancement of the intellectual property being licensed.

 

10 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

3.

Accounts receivable

 

     March 31,
2018
     December 31,
2017
 

Trade receivables

   $ 2,188      $ 1,796  

Tax credits and government grants receivable

     3,394        3,883  

Sales taxes receivable

     1,275        763  

Other receivables

     559        397  
  

 

 

    

 

 

 
   $ 7,416      $ 6,839  
  

 

 

    

 

 

 

 

4.

Inventories

 

     March 31,
2018
     December 31,
2017
 

Raw materials

   $ 25,015      $ 24,075  

Work in progress

     9,047        10,090  

Finished goods

     2,090        1,848  
  

 

 

    

 

 

 
   $ 36,152      $ 36,013  
  

 

 

    

 

 

 

Inventories in the amount of $2,315 were recognized as cost of sales and other production expenses during the quarter ended March 31, 2018, ($1,638 for the quarter ended March 31, 2017). Inventory write-downs of $1,695 were recorded during the quarter ended March 31, 2018 ($nil for the quarter ended March 31, 2017). Of this amount, $1,522 pertains to a net realizable value write-down taken on raw materials as the Corporation sold some plasma during the second quarter of 2018 for $14,049 which was below the carrying cost of the inventory.

 

11 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

5.

Other long-term assets

 

     March 31,
2018
     December 31,
2017
 

Restricted cash

   $ 232      $ 226  

Long-term receivables

     1,859        1,856  

Deferred financing costs

     4,797        5,266  

Option to acquire tangible assets (note 12a)

     653        —    

Equity investments in scope of IFRS 9

     1,229        1,228  

Convertible debt

     419        87  
  

 

 

    

 

 

 
   $ 9,189      $ 8,663  
  

 

 

    

 

 

 

 

12 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

6.

Capital assets

 

     Land and
Buildings
     Leasehold
improvements
     Production
and laboratory
equipment
    Furniture and
computer
equipment
    Total  

Cost

            

Balance at January 1, 2018

   $ 4,539      $ 12,824      $ 36,787     $ 3,555     $ 57,705  

Additions

     9        201        470       110       790  

Disposals

     —          —          (63     (16     (79

Effect of foreign exchange differences

     —          433        347       40       820  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at March 31, 2018

   $ 4,548      $ 13,458      $ 37,541     $ 3,689     $ 59,236  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Accumulated depreciation

            

Balance at January 1, 2018

   $ 219      $ 3,726      $ 6,962     $ 1,544     $ 12,451  

Depreciation expense

     48        163        635       191       1,037  

Disposals

     —          —          (32     (18     (50

Effect of foreign exchange differences

     —          136        124       15       275  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at March 31, 2018

   $ 267      $ 4,025      $ 7,689     $ 1,732     $ 13,713  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Carrying amounts

            

At March 31, 2018

   $ 4,281      $ 9,433      $ 29,852     $ 1,957     $ 45,523  

At December 31, 2017

     4,320        9,098        29,825       2,011       45,254  

As at March 31, 2018, there are $10,303 and $3,949 of production and laboratory equipment and leasehold improvements, respectively, net of government grants, that are not yet available for use and for which depreciation has not started ($10,219 and $3,524 as of December 31, 2017).

As at March 31, 2018, production and laboratory equipment includes assets under finance leases with a net carrying amount of $1,110 ($1,131 as at December 31, 2017).

 

13 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

7.

Intangible assets

 

     Licenses and
other rights
     Patents      Software      Total  

Cost

           

Balance at January 1, 2018

   $ 154,572      $ 6,346      $ 2,213      $ 163,131  

Additions

     5,512        97        286        5,895  

Disposals

     —          (18      (34      (52

Effect of foreign exchange differences

     31        270        2        303  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at March 31, 2018

   $ 160,115      $ 6,695      $ 2,467      $ 169,277  
  

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated amortization

           

Balance at January 1, 2018

   $ 3,497      $ 2,250      $ 737      $ 6,484  

Amortization expense

     57        118        70        245  

Disposals

     —          (2      (8      (10

Effect of foreign exchange differences

     23        198        3        224  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at March 31, 2018

   $ 3,577      $ 2,564      $ 802      $ 6,943  
  

 

 

    

 

 

    

 

 

    

 

 

 

Carrying amounts

           

At March 31, 2018

   $ 156,538      $ 4,131      $ 1,665      $ 162,334  

At December 31, 2017

     151,075        4,096        1,476        156,647  

On January 29, 2018, the Corporation acquired two licenses. The first license, valued at $1,743, was paid for by the issuance of warrants (note 12c). In consideration of the second license, the Corporation agreed to pay an equivalent of US$3 million, US$1 million on the date of the transaction, and its first and second anniversary, to be settled in common shares of the Corporation (see note 10 for the license acquisition payment obligation and note 12a for the shares issued on the transaction date). The value attributed to the second license, based on the value recorded for the initial equity issued and the value of the payment obligation at the date of the transaction is $3,769. The estimated useful lives of the licenses is 10 years and 20 years for the first and second license, respectively.

 

14 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

8.

Accounts payable and accrued liabilities

 

     March 31,
2018
     December 31,
2017
 

Trade payables

   $ 18,178      $ 19,333  

Wages and benefits payable

     6,151        6,839  

Current portion of operating and finance lease inducements and obligations

     2,185        3,301  

Current portion of settlement fee payable (note 10)

     106        102  

Current portion of royalty payment obligation (note 10)

     307        —    

Current portion of license acquisition payment obligation (note 10)

     1,289        —    

Current portion of other employee benefit liabilities (note 10)

     379        379  
  

 

 

    

 

 

 
   $ 28,595      $ 29,954  
  

 

 

    

 

 

 

 

15 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

9.

Long-term debt

Changes in the carrying value of the long-term debt during the quarter ended March 31, 2018 were as follows:

 

Balance at January 31, 2018

   $ 87,020  

Impact of adoption of IFRS 9 (note 2b)

     (110

Interest accretion

     3,783  

Repayment of principal on long-term debt

     (1,361

Drawdown on non-revolving credit facility

     19,585  

Foreign exchange revaluation on credit facility balance

     1,100  
  

 

 

 

Balance at March 31, 2018

   $ 110,017  
  

 

 

 

Comprised of the following loans:

  

OID loan having a face value of $61,704 maturing on July 31, 2022 with an effective interest rate of 14.8% 1)

   $ 33,857  

OID loan having a face value of $21,172 maturing on July 31, 2022 with an effective interest rate of 10.6% 1)

     13,690  

OID loan having a face value of $30,593 maturing on July 31, 2022 with an effective interest rate of 14.4% 1)

     16,387  

Non-revolving US dollars credit facility draws, expiring on November 30, 2019 bearing stated interest of 8.5% per annum (effective interest rate of 16.4%)1)

     43,237  

Government term loan having a principal amount of $1,000 full repayable on August 31, 2018 with an effective interest rate of 9.2% and a stated interest of 3.2%2)

     994  

Non-interest bearing government term loan having a principal amount of $2,306 repayable in equal monthly installments of $82 until January 31, 2020 with an effective interest rate of 2.8%

     1,852  
  

 

 

 
   $ 110,017  

Less current portion of long-term debt

     (3,106
  

 

 

 

Long-term portion of long-term debt

   $ 106,911  
  

 

 

 

 

1) 

The loans are secured by all the assets of the Corporation excluding patents and require that certain covenants be respected including maintaining an adjusted working capital ratio.

2)

The loan is secured by the land, the manufacturing facility and the equipment located in Belleville. At March 31, 2018, the net carrying value of the secured assets is $8,615.

The Corporation has a non-revolving credit facility agreement bearing interest of 8.5% per annum which expires November 30, 2019. The credit facility comprises two tranches of US$40 million which become available to draw upon once certain conditions are met. The drawdowns on the available tranches are limited to US$10 million per month.

 

16 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

As part of the agreement, the Corporation issued 54 million warrants on November 30, 3017 (“Seventh Warrants”) to the holder of the long-term debt in consideration for the non-revolving credit facility. Further details concerning the warrants are provided in note 12c. At each drawdown, the value of the proceeds drawn are allocated to the debt and equity based on their fair value.

The Corporation drew on the credit facility on January 22, 2018 and on February 23, 2018 respectively. The total cash proceeds received of $25,155 were allocated to the debt and warrants based on their fair values. The proceeds allocated to the debt upon the two drawdowns in 2018 was $19,585. The fair value of the debt was determined using a discounted cash flow model for the debt instrument with a market interest rate of 17.0%.

The fees incurred in regards of the credit facility, which comprise legal fees and also the 10 million warrants issued upon signature of the credit facility, for a total of $5,558 have been recorded in the consolidated statement of financial position as other long-term assets and are being amortized and recognized into the consolidated statement of operations over the term of the credit facility.

 

17 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

10.

Other long-term liabilities

 

     March 31,
2018
     December 31,
2017
 

Settlement fee payable

   $ 197      $ 190  

Royalty payment obligation

     2,796        2,963  

License acquisition payment obligation

     2,578        —    

Other employee benefit liabilities

     514        593  

Other long-term liabilities

     69        70  
  

 

 

    

 

 

 
   $ 6,154      $ 3,816  

Less:

     

Current portion of settlement fee payable (note 8)

     (106      (102

Current portion of royalty payment obligation (note 8)

     (307      —    

Current portion of license acquisition payment obligation (note 8)

     (1,289      —    

Current portion of employee benefit liabilities (note 8)

     (379      (379
  

 

 

    

 

 

 
   $ 4,073      $ 3,335  
  

 

 

    

 

 

 

In consideration for acquiring a license (note 7), the Corporation agreed to pay an equivalent of US$3 million, US$1 million on the date of the transaction, and its first and second anniversary, to be settled in common shares of the Corporation. A financial liability of $2,578 has been recognised for the second and third payments.

 

11.

Contractual obligations

The following table presents the contractual maturities of the financial liabilities, excluding operating and finance leases as of March 31, 2018:

 

            Contractual Cash flows  

At March 31, 2018

   Carrying
amount
     Payable
within 1 year
     2 - 3 years      Later than
4 years
     Total  

Accounts payable and accrued liabilities1)

   $ 26,410      $ 26,410      $ —        $ —        $ 26,410  

Advance on revenues from a supply agreement

     1,541        1,541        —          —          1,541  

Long-term portion of settlement fee payable

     91        —          115        —          115  

Long-term portion of royalty payment obligation

     2,489        —          2,887        —          2,887  

License acquisition payment obligation

     1,289        —          1,289        —          1,289  

Long-term portion of other employee benefit liabilities

     135        —          149        —          149  

Long-term debt 2)

     110,017        7,603        55,340        113,469        176,412  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 141,972      $ 35,554      $ 59,780      $ 113,469      $ 208,803  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1)

Excluding $2,185 for current portion of operating and finance lease inducement and obligations.

2)

Under the terms of the OID loans and the non-revolving line of credit (note 9), the holder of Second, Third, Fourth, Fifth, Sixth and Seventh Warrants may decide to cancel a portion of the face values of these loans as payment upon the exercise of these warrants. The maximum repayment due on these loans has been included in the above table.

 

18 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

12.

Share capital and other equity instruments

 

a)

Share capital

 

     March 31, 2018      March 31, 2017  
     Number      Amount      Number      Amount  

Issued common shares

     712,329,990      $ 577,947        668,691,694      $ 508,392  

Share purchase loan to an officer

     —          (400      —          (400
  

 

 

    

 

 

    

 

 

    

 

 

 

Issued and fully paid common shares

     712,329,990      $ 577,547        668,691,694      $ 507,992  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

19 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

Changes in the issued and outstanding common shares during the quarters ended March 31, 2018 and 2017 were as follows:

 

     March 31, 2018      March 31, 2017  
     Number      Amount      Number      Amount  

Balance - beginning of period

     710,593,273      $ 575,150        623,229,331      $ 480,237  

Issued to acquire assets

     1,113,342        1,960        —          —    

Exercise of future investment rights (note 12c)

     —          —          44,791,488        27,594  

Exercise of stock options (note 12b)

     623,375        437        670,875        161  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance - end of period

     712,329,990      $ 577,547        668,691,694      $ 507,992  
  

 

 

    

 

 

    

 

 

    

 

 

 

On January 29, 2018, the Corporation issued 742,228 common shares in partial payment for the acquisition of a license (note 7) and 371,114 common shares to acquire an option to buy production equipment (note 5). Based on the $1.76 share price on that date, the values attributed to the shares issued were $1,960.

 

b)

Contributed surplus (Share-based payments)

Stock options

Changes in the number of stock options outstanding during quarters ended March 31, 2018 and 2017 were as follows:

 

     March 31, 2018      March 31, 2017  
     Number      Weighted
average
exercise price
     Number      Weighted
average
exercise price
 

Balance - beginning of period

     14,463,270      $ 1.79        14,372,640      $ 1.41  

Granted

     —          —          40,000        2.22  

Forfeited

     (155,784      1.99        (33,107      2.30  

Exercised

     (623,375      0.42        (670,875      0.14  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance - end of period

     13,684,111      $ 1.85        13,708,658      $ 1.48  
  

 

 

    

 

 

    

 

 

    

 

 

 

During the quarter ended March 31, 2018, 623,375 options were exercised resulting in cash proceeds of $260 and a transfer from contributed surplus to share capital of $177. The weighted average share price on the date of exercise of the options during the quarter ended March 31, 2018 was $1.55.

During the quarter ended March 31, 2017, 670,875 options were exercised resulting in cash proceeds of $96 and a transfer from contributed surplus to share capital of $65. The weighted average share price on the date of exercise of the options during the quarter ended March 31, 2017 was $2.17.

 

20 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

The Corporation uses the Black-Scholes option pricing model to calculate the fair value of options at the date of grant. The weighted average inputs into the model and the resulting grant date fair values during the quarter ended March 31, 2017 was as follows:

 

     2017  

Expected dividend rate

     —    

Expected volatility of share price

     63.0

Risk-free interest rate

     1.0

Expected life in years

     4.1  

Weighted average grant date fair value

   $  1.03  

 

21 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

At March 31, 2018, options issued and outstanding by range of exercise price are as follows:

 

Range of exercise price

   Number
outstanding
     Weighted average
remaining
contractual life

(in years)
     Weighted
average
exercise price
     Number
exercisable
     Weighted
average
exercise price
 

$0.34 - $ 0.88

     2,479,249        0.2      $ 0.39        2,479,249      $ 0.39  

$1.10 - $ 2.02

     2,813,911        2.6        1.28        1,839,967        1.20  

$2.07 - $ 2.44

     5,703,951        5.8        2.23        2,224,453        2.33  

$2.55 - $ 3.19

     2,687,000        3.1        2.98        1,200,159        2.98  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     13,684,111        3.6      $ 1.85        7,743,828      $ 1.54  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

A share-based payment compensation expense of $725 was recorded for the options for the quarter ended March 31, 2018 ($693 for the quarter ended March 31, 2017).

Restricted share units (“RSU”)

Changes in the number of RSU outstanding during the quarter ended March 31, 2018 and 2017 were as follows:

 

     March 31,
2018
     March 31,
2017
 

Balance - beginning of period

     10,561,283        9,999,251  

Expired

     (817,279      (3,157,311

Forfeited

     (53,330      —    
  

 

 

    

 

 

 

Balance - end of period

     9,690,674        6,841,940  
  

 

 

    

 

 

 

At March 31, 2018, 1,895,224 vested RSU and 7,795,450 unvested RSU were outstanding. At March 31, 2017, 1,252,103 vested RSU and 5,589,837 unvested RSU were outstanding. A share-based payment compensation expense of $395 was recorded during the quarter ended March 31, 2018 ($549 for the quarter ended March 31, 2017).

During the quarter ended March 31, 2017, the Board decided to replace 1,220,623 of the expired RSU with an equivalent number of RSU keeping the same vesting conditions but extending the evaluation period for the attainment of the objectives by one year to December 31, 2017. The replacement RSU were issued shortly thereafter in April 2017 and are not included in the number of outstanding RSU as of March 31, 2017 in the above table. This transaction was accounted for as a modification of the existing RSU that did not have an impact on the value of the RSU.

 

22 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

Share-based payment expense

The total share-based payment expense, comprising the above mentioned expenses for stock options and RSU, has been included in the consolidated statements of operations for the quarters ended March 31, 2018 and 2017 as indicated in the following table:

 

     Quarter ended March 31,  
     2018      2017  

Cost of sales and other production expenses

   $ 54      $ 64  

Research and development expenses

     470        602  

Administration, selling and marketing expenses

     596        576  
  

 

 

    

 

 

 
   $ 1,120      $ 1,242  
  

 

 

    

 

 

 

 

23 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

c)

Warrants and future investment rights (“rights”)

The following table summarizes the changes in the number of warrants and rights outstanding during the quarters ended March 31, 2018 and 2017:

 

     March 31, 2018      March 31, 2017  
     Number      Weighted
average
exercise price
     Number      Weighted
average
exercise price
 

Balance of warrants and rights - beginning of period

     121,672,099      $ 2.11        101,863,180      $ 1.44  

Issued to acquire assets

     4,000,000        3.00        —          —    

Exercise of future investment rights

     —          —          (44,791,488      0.47  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants - end of period

     125,672,099      $ 2.14        57,071,692      $ 2.20  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants exercisable - end of period

     97,672,099      $ 2.21        57,071,692      $ 2.20  
  

 

 

    

 

 

    

 

 

    

 

 

 

2018

On January 29, 2018, the Corporation issued four million warrants to acquire common shares in consideration of a license. The warrants have an exercise price of $3.00 per share and expire after five years. The first two million warrants become exercisable after one year while the second two million warrants become exercisable after two year. The fair value of the warrants and consequently the value of the license is $1,743 and was determined using a Black-Scholes option pricing model.

On November 30, 2017, pursuant to entering into a non-revolving credit facility agreement, the Corporation issued the Seventh Warrants to the holder of the long-term debt. Further details concerning the credit facility are provided in note 9. The Seventh Warrants consist of 54 million warrants from which 10 million warrants were exercisable as of the date of the agreement and the remaining 44 million warrants become exercisable as and if the Corporation draws upon the credit facility in increments of US$10 million; five million warrants become exercisable for each US$10 million drawn on the first US$40 million tranche of the credit facility and six million warrants become exercisable for each US$10 million drawn on the second US$40 million tranche of the credit facility. Each warrant gives the holder the right to acquire one common share at an exercise price of $1.70. The warrants expire on June 30, 2026. Although the warrants are issued and outstanding in the warrant table above, for accounting purposes, these warrants will be recognized and measured at the time they become exercisable.

As the Corporation drew an amount of US$10 million on the non-revolving credit facility on each of January 22 and February 23, 2018, the amounts received were allocated to the debt and the warrants based on their fair value at the time of the drawdown. The value of the proceeds attributed to the warrants that became exercisable on those dates was $2,925 and $2,645 respectively, which was recorded in equity.

 

24 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

2017

During the quarter ended March 31, 2017, all of the 44,791,488 rights were exercised resulting in cash proceeds of $21,052 and a transfer from warrants and future investment rights to share capital of $6,542.

As at March 31, 2018, the following warrants were outstanding:

 

     Number      Expiry date      Exercise price  
     277,910        September 2019      $ 6.39  
     1,000,000        September 2021        0.52  
     20,276,595        September 2021        0.77  
     16,723,807        July 2022        1.87  
     7,000,000        July 2022        3.00  
     11,793,380        July 2022        4.70  
     10,600,407        October 2023        3.70  
     4,000,000        January 2023        3.00  
     54,000,000        June 2026        1.70  
  

 

 

       

 

 

 
     125,672,099         $ 2.14  
  

 

 

       

 

 

 

 

13.

Non-controlling interests

The interest in the subsidiaries for which the Corporation holds less than 100 % interest are as follows:

 

Name of subsidiary

   Segment activity      Place of incorporation
and operation
     Proportion of ownership
interest held by the group
 
                   2018     2017  

Prometic Bioproduction Inc.

     Plasma-derived therapeutics        Quebec, Canada        87     87

Pathogen Removal and Diagnostic Technologies Inc.

     Bioseparations        Delaware, U.S.        77     77

NantPro Biosciences, LLC

     Plasma-derived therapeutics        Delaware, U.S.        73     73

The non-controlling interests balance on the consolidated statements of financial position and the losses allocated to non-controlling interests in the consolidated statements of operations, per subsidiary are as follows:

 

     March 31,
2018
     December 31,
2017
 

Consolidated statements of financial position:

     

Prometic Bioproduction Inc.

   $ (11,472    $ (10,722

Pathogen Removal and Diagnostic Technologies Inc.

     (6,440      (5,901

NantPro Biosciences, LLC

     38,070        38,070  
  

 

 

    

 

 

 

Total non-controlling interests

   $ 20,158      $ 21,447  
  

 

 

    

 

 

 

 

25 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

     Quarter ended March 31,  
     2018      2017  

Consolidated statements of operations:

     

Prometic Bioproduction Inc.

   $ (749    $ (1,210

Pathogen Removal and Diagnostic Technologies Inc.

     (540      (590

NantPro Biosciences, LLC

     (1,655      (936
  

 

 

    

 

 

 

Total non-controlling interests

   $ (2,944    $ (2,736
  

 

 

    

 

 

 

The NantPro Biosciences, LLC non-controlling interest’s share in the funding of the subsidiary by Prometic was $1,655 for the quarter ended March 31, 2018 ($936 for the quarter ended March 31, 2017) and has been presented in the consolidated statements of changes in equity.

 

26 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

14.

Revenues

 

     Quarter ended March 31,  
     2018      2017  

Revenues from the sale of goods

   $ 3,789      $ 4,424  

Revenues from the rendering of services

     250        201  

Rental revenue

     253        241  
  

 

 

    

 

 

 
   $ 4,292      $ 4,866  
  

 

 

    

 

 

 

 

15.

Segmented information

The Corporation’s three operating segments are Bioseparations, Plasma-derived therapeutics and Small molecule therapeutics.

a) Revenues and expenses by operating segments:

 

For the quarter ended March 31, 2018

   Bioseparations     Plasma-derived
therapeutics
    Small
molecule
therapeutics
    Reconciliation
to statement
of operations
    Total  

External revenues

   $ 3,734     $ 523     $ —       $ 35     $ 4,292  

Intersegment revenues

     117       14       —         (131     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     3,851       537       —         (96     4,292  

Cost of sales and other production expenses

     2,732       2,104       —         (70     4,766  

R&D - Manufacturing and purchase cost of therapeutics to be used in clinical trials

     —         6,331       2       (31     6,302  

R&D - Other expenses

     1,781       9,385       4,948       —         16,114  

Administration, selling and marketing expenses

     753       2,908       897       3,145       7,703  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment loss

   $ (1,415   $ (20,191   $ (5,847   $ (3,140   $ (30,593

Loss on foreign exchange

             1,111  

Finance costs

             4,243  
          

 

 

 

Net loss before income taxes

           $ (35,947
          

 

 

 

Other information

          

Depreciation and amortization

   $ 243     $ 827     $ 131     $ 81     $ 1,282  

Share-based payment expense

     68       303       171       578       1,120  

 

27 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

For the quarter ended March 31, 2017 (restated)

   Bioseparations      Plasma-derived
therapeutics
    Small
molecule
therapeutics
    Reconciliation
to statement
of operations
    Total  

External revenues

   $ 4,143      $ 723     $ —       $ —       $ 4,866  

Intersegment revenues

     479        5       —         (484     —    
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     4,622        728       —         (484     4,866  

Cost of sales and other production expenses

     2,029        801       —         (440     2,390  

R&D - Manufacturing and purchase cost of therapeutics to be used in clinical trials

     —          8,404       866       (39     9,231  

R&D - Other expenses

     1,501        10,446       3,207       2       15,156  

Administration, selling and marketing expenses

     642        2,284       550       3,470       6,946  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ 450      $ (21,207   $ (4,623   $ (3,477   $ (28,857

Loss on foreign exchange

              216  

Finance costs

              1,374  
           

 

 

 

Net loss before income taxes

            $ (30,447
           

 

 

 

Other information

           

Depreciation and amortization

   $ 215      $ 615     $ 100     $ 76     $ 1,006  

Share-based payment expense

     76        332       200       634       1,242  

During the second quarter of 2017, the Corporation modified its operating segments (see note 4c in the audited annual consolidated financial statements for the year ended December 31, 2017). The first quarter of 2017 segment profit (loss) has been restated to conform to the new presentation.

 

28 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

b) Revenues by location

 

     Quarter ended March 31,  
     2018      2017  

Austria

   $ 1,976      $ 47  

Switzerland

     916        1,851  

Netherlands

     604        1,359  

Canada

     558        613  

United Kingdom

     214        731  

Other countries

     24        265  
  

 

 

    

 

 

 
   $ 4,292      $ 4,866  
  

 

 

    

 

 

 

Revenues are attributed to countries based on the location of customers.

The Corporation derives significant revenues from certain customers. During the quarter ended March 31, 2018, there were three customers in the Bioseparations segment who accounted for 81% (46%, 21% and 14% respectively) of total revenues. For the quarter ended March 31, 2017, three customers who accounted for 81% (38%, 28% and 15% respectively) of total revenues in the Bioseparations segment.

 

16.

Comparative information

Certain of the prior period figures have been reclassified to conform to the current presentation.

 

17.

Subsequent events

In April 2018, the Corporation and the non-controlling shareholders of Prometic Bioproduction Inc. entered into an agreement whereby Prometic would acquire their 13% interest in the subsidiary in exchange for 4,712,422 common shares of the Corporation. Consequently, the value of the total net liabilities attributed to the NCI at the date of the transaction will be derecognized from the statement of financial position, the equity issued in payment of the 13% ownership acquired will be recorded at the fair value of the equity issued and a loss on acquisition of the non-controlling interest in Prometic Bioproduction Inc. will be recognized in the consolidated statement of operations. The Corporation has not yet finalized the amounts to be recorded for this transaction.

 

29 of 29

Exhibit 99.22

 

LOGO

Condensed interim consolidated financial statements of

Prometic Life Sciences Inc.

For the quarter and the six months ended June 30, 2018

(unaudited)

 

1 of 29


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In thousands of Canadian dollars) (Unaudited)

 

     June 30,     December 31,  
     2018     2017  

ASSETS (note 9)

    

Current assets

    

Cash

   $ 11,821     $ 23,166  

Accounts receivable (note 3)

     7,036       6,839  

Income tax receivable

     3,085       4,116  

Inventories (note 4)

     23,192       36,013  

Prepaids

     2,774       2,141  
  

 

 

   

 

 

 

Total current assets

     47,908       72,275  

Long-term income tax receivable

     113       108  

Other long-term assets (note 5)

     9,194       8,663  

Capital assets (note 6)

     45,615       45,254  

Intangible assets (note 7)

     162,500       156,647  

Deferred tax assets

     926       926  
  

 

 

   

 

 

 

Total assets

   $ 266,256     $ 283,873  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Accounts payable and accrued liabilities (note 8)

   $ 27,844     $ 29,954  

Advance on revenues from a supply agreement

     1,485       1,901  

Current portion of long-term debt (note 9)

     2,206       3,336  

Deferred revenues

     1,602       829  
  

 

 

   

 

 

 

Total current liabilities

     33,137       36,020  

Long-term portion of operating and finance lease inducements and obligations

     2,027       2,073  

Other long-term liabilities (note 10)

     4,244       3,335  

Long-term debt (note 9)

     123,998       83,684  

Deferred tax liabilities

     12,975       15,330  
  

 

 

   

 

 

 

Total liabilities

   $ 176,381     $ 140,442  
  

 

 

   

 

 

 

EQUITY

    

Share capital (note 12a)

   $ 581,842     $ 575,150  

Contributed surplus (note 12b)

     17,551       16,193  

Warrants and future investment rights (note 12c)

     83,144       73,944  

Accumulated other comprehensive loss

     (1,187     (1,622

Deficit

     (623,032     (541,681
  

 

 

   

 

 

 

Equity attributable to owners of the parent

     58,318       121,984  

Non-controlling interests (note 13)

     31,557       21,447  
  

 

 

   

 

 

 

Total equity

     89,875       143,431  
  

 

 

   

 

 

 

Total liabilities and equity

   $ 266,256     $ 283,873  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

2 of 29


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of Canadian dollars except for per share amounts) (Unaudited)

 

     Quarter ended June 30,     Six months ended June 30,  
     2018     2017     2018     2017  

Revenues (note 14)

   $ 20,155     $ 3,619     $ 24,447     $ 8,485  

Expenses

        

Cost of sales and other production expenses (note 4)

     16,406       1,551       21,172       3,941  

Research and development expenses

     24,004       24,528       46,420       48,915  

Administration, selling and marketing expenses

     6,944       8,061       14,647       15,007  

Loss on foreign exchange

     958       303       2,069       519  

Finance costs

     5,332       1,867       9,575       3,241  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss before income taxes

   $ (33,489   $ (32,691   $ (69,436   $ (63,138
  

 

 

   

 

 

   

 

 

   

 

 

 

Income tax recovery:

        

Current

     —         (75     (1     (150

Deferred

     (422     (1,109     (1,753     (2,348
  

 

 

   

 

 

   

 

 

   

 

 

 
     (422     (1,184     (1,754     (2,498
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (33,067   $ (31,507   $ (67,682   $ (60,640
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to:

        

Owners of the parent

     (32,270     (29,513     (63,941     (55,910

Non-controlling interests (note 13)

     (797     (1,994     (3,741     (4,730
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ (33,067   $ (31,507   $ (67,682   $ (60,640
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss per share

        

Attributable to the owners of the parent

        

Basic and diluted

   $ (0.05   $ (0.04   $ (0.09   $ (0.08
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of outstanding shares (in thousands)

     716,373       668,829       714,048       660,459  
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

3 of 29


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands of Canadian dollars) (Unaudited)

 

     Quarter ended June 30,     Six months ended June 30,  
     2018     2017     2018     2017  

Net loss

   $ (33,067   $ (31,507   $ (67,682   $ (60,640

Other comprehensive income (loss)

        

Items that may be subsequently reclassified to profit and loss:

        

Change in unrealized foreign exchange differences on translation of financial statements of foreign subsidiaries

     (880     210       435       340  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive loss

   $ (33,947   $ (31,297   $ (67,247   $ (60,300
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive loss attributable to:

        

Owners of the parent

     (33,150     (29,303     (63,506     (55,570

Non-controlling interests

     (797     (1,994     (3,741     (4,730
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ (33,947   $ (31,297   $ (67,247   $ (60,300
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

4 of 29


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands of Canadian dollars) (Unaudited)

 

     Equity attributable to owners of the parent              
                  Warrants     Foreign                          
                  and future     currency                 Non-        
     Share      Contributed     investment     translation                 controlling        
     capital      surplus     rights     reserve     Deficit     Total     interests     Total equity  
     $      $     $     $     $     $     $     $  

Balance at January 1, 2017

     480,237        12,919       64,201       (1,964     (423,026     132,367       26,976       159,343  

Net loss

     —          —         —         —         (55,910     (55,910     (4,730     (60,640

Foreign currency translation reserve

     —          —         —         340       —         340       —         340  

Share-based payments expense (note 12b)

     —          3,336       —         —         —         3,336       —         3,336  

Exercise of stock options (note 12b)

     405        (165     —         —         —         240       —         240  

Exercise of future investment rights (note 12c)

     27,594        —         (6,542     —         —         21,052       —         21,052  

Issuance of warrants (note 12c)

     —          —         6,463       —         —         6,463       —         6,463  

Share and warrant issuance cost (note 12a,c)

     —          —         —         —         (537     (537     —         (537

Effect of funding arrangements on non-controlling interest (note 13)

     —          —         —         —         (1,807     (1,807     1,807       —    
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2017

     508,236        16,090       64,122       (1,624     (481,280     105,544       24,053       129,597  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2018

     575,150        16,193       73,944       (1,622     (541,681     121,984       21,447       143,431  

Impact of adopting IFRS 9 (note 2b)

     —          —         —         —         110       110       —         110  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2018 - restated

     575,150        16,193       73,944       (1,622     (541,571     122,094       21,447       143,541  

Net loss

     —          —         —         —         (63,941     (63,941     (3,741     (67,682

Foreign currency translation reserve

     —          —         —         435       —         435       —         435  

Issuance of shares (note 12a)

     5,589        —         —         —         —         5,589       —         5,589  

Share-based payments expense (note 12b)

     —          1,826       —         —         —         1,826       —         1,826  

Exercise of stock options (note 12b)

     1,073        (438     —         —         —         635       —         635  

Shares issued pursuant to restricted share unit plan (note 12b)

     30        (30     —         —         —         —         —         —    

Issuance of warrants (note 12c)

     —          —         9,200       —         —         9,200       —         9,200  

Share and warrant issuance cost

     —          —         —         —         (40     (40     —         (40

Effect of changes in the ownership of a subsidiary and funding arrangements on non-controlling interests (note 13)

     —          —         —         —         (17,480     (17,480     13,851       (3,629
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2018

     581,842        17,551       83,144       (1,187     (623,032     58,318       31,557       89,875  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

5 of 29


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of Canadian dollars) (Unaudited)

 

Six months ended June 30,

   2018     2017  

Cash flows used in operating activities

    

Net loss for the period

   $ (67,682   $ (60,640

Adjustments to reconcile net loss to cash flows used in operating activities:

    

Finance costs

     10,645       3,720  

Change in operating and finance lease inducements and obligations

     (2,646     1,311  

Carrying value of capital and intangible assets disposed

     469       426  

Deferred income taxes

     (1,753     (2,350

Share-based payments expense (note 12b)

     1,826       3,336  

Depreciation of capital assets (note 6)

     2,070       1,659  

Amortization of intangible assets (note 7)

     641       422  
  

 

 

   

 

 

 
     (56,430     (52,116

Change in non-cash working capital items

     11,515       (10,216
  

 

 

   

 

 

 
   $ (44,915   $ (62,332
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from debt and warrant issuances (note 9)

     39,923       25,010  

Repayment of principal on long-term debt (note 9)

     (1,525     (2,125

Repayment of interest on long-term debt (note 9)

     (2,291     (126

Exercise of options (note 12b)

     635       240  

Exercise of future investment rights (note 12c)

     —         21,052  

Payments of principal under finance lease

     (111     —    

Debt, share and warrants issuance costs

     (207     (247
  

 

 

   

 

 

 
   $ 36,424     $ 43,804  
  

 

 

   

 

 

 

Cash flows from (used in) investing activities

    

Additions to capital assets

     (1,857     (5,347

Additions to intangible assets

     (663     (586

Proceeds from the sale of marketable securities and short-term investments

     —         11,063  

Acquisition of convertible debt

     (636     —    

Additions to other long-term assets

     —         (65

Interest received

     84       105  
  

 

 

   

 

 

 
   $ (3,072   $ 5,170  
  

 

 

   

 

 

 

Net change in cash during the period

     (11,563     (13,358

Net effect of currency exchange rate on cash

     218       (156

Cash beginning of period

     23,166       27,806  
  

 

 

   

 

 

 

Cash end of the period

   $ 11,821     $ 14,292  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

6 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

1.

Nature of operations

Prometic Life Sciences Inc. (“Prometic” or the “Corporation”), incorporated under the Canada Business Corporations Act, is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF), biopharmaceutical Corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (Small molecule therapeutics) stems from the insights into the interaction of two receptors which Prometic believes are at the core of how the body heals: our small molecule drug candidates such as PBI-4050 modulate these to promote tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is preparing to enter pivotal phase 3 clinical trials for the treatment of Idiopathic Pulmonary Fibrosis. The second drug discovery and development platform (plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen). We are also leveraging this platform’s higher recovery yield potential to advance established plasma-derived therapeutics such as Intravenous Immunoglobulin. Furthermore, the Corporation is continuing to secure its plasma supply through the execution of third party contracts and expansion of its own collection activities for its plasma processing needs. The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

The Corporation’s head office is located at 440, Boul. Armand-Frappier, suite 300, Laval, Québec, Canada, H7V 4B4. Prometic has Research and Development (“R&D”) facilities in the U.K., the U.S. and Canada, manufacturing facilities in the Isle of Man and Canada and business development activities in Canada, the U.S. and Europe.

 

2.

Significant accounting policies

 

a)

Accounting framework

These unaudited condensed interim consolidated financial statements (“interim financial statements”) for the quarter and the six months ended June 30, 2018 have been prepared in accordance with IAS 34, Interim financial reporting. Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), have been omitted or condensed. These interim financial statements should therefore be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2017, which have been prepared in accordance with IFRS and which can be found at www.sedar.com.

These interim financial statements were approved for issue on August 14, 2018 by the Corporation’s Board of Directors.

 

7 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

b)

Adoption of new accounting standards

The accounting policies used in these interim financial statements are consistent with those applied by the Corporation in its December 31, 2017 audited annual consolidated financial statements except for the amendments to certain accounting standards which are relevant to the Corporation and were adopted by the Corporation as of January 1, 2018 as described below.

IFRS 9, Financial Instruments – Recognition and Measurement (“IFRS 9”)

IFRS 9 replaces the provisions of IAS 39, Financial Instruments – Recognition and Measurement and provides guidance on the recognition, classification and measurement of financial assets and financial liabilities, the derecognition of financial instruments, impairment of financial assets and hedge accounting.

The Corporation adopted IFRS 9 as of January 1, 2018 and the new standard has been applied retrospectively in accordance with the transitional provisions of IFRS 9. The following table presents the carrying amount of financial assets held by Prometic at December 31, 2017 and their measurement category under IAS 39 and the new model under IFRS 9.

 

     IAS 39      IFRS 9  
     Measurement      Carrying      Measurement      Carrying  
     category      amount      category      amount  

Cash

     FVTPL      $ 23,166        Amortized cost      $ 23,166  

Trade receivables

     Amortized cost        1,796        Amortized cost        1,796  

Other receivables

     Amortized cost        397        Amortized cost        397  

Restricted cash

     FVTPL        226        Amortized cost        226  

Long-term receivables

     Amortized cost        1,856        Amortized cost        1,856  

Equity Investments

     Cost        1,228        FVTPL        1,228  

Convertible debt

     Cost        87        FVTPL        87  

There has been no significant impact caused by the new classification of financial assets under IFRS 9. The classification of all financial liabilities as financial liabilities at amortized cost remains unchanged as well as their measurement resulting from their classification.

Under IFRS 9, modifications to financial assets and financial liabilities, shall be accounted for by recalculating the present value of the modified contractual cashflows at the original effective interest rate and the adjustment shall be recognized as a gain on loss in profit or loss. Under IAS 39, the impact of modifications was recognized prospectively over the remaining term of the debt.

The adoption of the accounting for modifications under the new standard has resulted in the restatement of the opening retained earnings and the long-term debt at January 1, 2018 as follows:

 

Retained earnings

   $ 110  

Long-term debt

     (110

 

8 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

IFRS 15, Revenue from contracts with customers (“IFRS 15”)

IFRS 15 replaces IAS 11, Construction Contracts, and IAS 18, Revenue and related interpretations and represents a new single model for recognition of revenue from contracts with customers. The model features a five-step analysis of transactions to determine the nature of an entity’s obligation to perform and whether, how much, and when revenue is recognized.

The Corporation adopted IFRS 15 as of January 1, 2018 and the new standard has been applied retrospectively using the modified retrospective approach, where prior periods are not restated and the cumulative effect of initially applying this standard is recognised in the opening retained earnings balance on January 1, 2018. The Corporation has also availed itself of the following practical expedients:

 

   

the standard was applied retrospectively only to contracts that were not completed on January 1, 2018; and

 

   

for contracts that were modified before January 1, 2018, the Corporation analysed the effects of all modifications when identifying whether performance obligations where satisfied, determining the transaction price and allocating the transaction price to the satisfied or unsatisfied performance obligations.

There has been no impact of the adoption of IFRS 15 as at January 1, 2018.

IFRIC 22, Foreign Currency Transactions and Advance Consideration (“IFRIC 22”)

IFRIC 22 which addresses how to determine the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) and on the derecognition of a non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration in a foreign currency. IFRIC 22 is effective for annual periods beginning on or after January 1, 2018. The Corporation adopted IFRIC 22 retrospectively on January 1, 2018. The adoption of the standard did not have a significant impact on the financial statements.

 

9 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

c)

New standards and interpretations not yet adopted

The IFRS accounting standards and interpretations that the Corporation reasonably expects may have a material impact on the disclosures, the financial position or results of operations of the Corporation when applied at a future date are as follows:

IFRS 16, Leases (“IFRS 16”)

In January 2016, the IASB issued IFRS 16, a new standard that replaces IAS 17, Leases. IFRS 16 is a major revision of the way in which companies account for leases and will no longer permit off balance sheet leases. Adoption of IFRS 16 is mandatory and will be effective for the Corporation’s fiscal year beginning on January 1, 2019. Early application is permitted for companies that also apply IFRS 15. The Corporation is in the process of evaluating the impact of adopting IFRS 16 on its consolidated financial statements.

 

d)

Significant judgments and critical accounting estimates

The preparation of the interim consolidated financial statements requires the use of judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. The uncertainty that is often inherent in estimates and assumptions could result in material adjustments to assets or liabilities affected in future periods. As a result of the application of IFRS 15 Revenues, the Corporation has modified its disclosure on significant judgments relating to revenue recognition. The other significant accounting judgments and critical accounting estimates applied by the Corporation, disclosed in the consolidated financial statements for the year ended December 31, 2017, remain unchanged.

Revenue recognition – The Corporation does at times enter into revenue agreements which provide, among other payments, up-front and milestone payments in exchange for licenses and other access to intellectual property. It may also enter into several agreements simultaneously that are different in nature such as license agreements, R&D services, supply and manufacturing agreements. In applying the IFRS 15 revenue recognition model, management may be required to apply, depending on the contracts, significant judgment including the identification of the performance obligations.

Determining whether the performance obligations are distinct involves evaluating whether the customer can benefit from the good or service on its own or together with other resources that are readily available to the customer. Once the distinct performance obligations are identified, management must then determine if each performance obligation is satisfied at a point in time or over time. For license agreements, this requires management to assess the level of advancement of the intellectual property being licensed.

 

10 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

3.

Accounts receivable

 

     June 30,      December 31,  
     2018      2017  

Trade receivables

   $ 1,912      $ 1,796  

Tax credits and government grants receivable

     3,153        3,883  

Sales taxes receivable

     1,547        763  

Other receivables

     424        397  
  

 

 

    

 

 

 
   $ 7,036      $ 6,839  
  

 

 

    

 

 

 

 

4.

Inventories

 

     June 30,      December 31,  
     2018      2017  

Raw materials

   $ 13,112      $ 24,075  

Work in progress

     7,389        10,090  

Finished goods

     2,691        1,848  
  

 

 

    

 

 

 
   $ 23,192      $ 36,013  
  

 

 

    

 

 

 

Inventories in the amount of $16,021 and $18,336 were recognized as cost of sales and other production expenses during the quarter and the six months ended June 30, 2018, ($1,370 and $3,008 during the quarter and the six months ended June 30, 2017). Inventory write-downs of $1,674, also included in cost of sales and other production expenses, were recorded during the six months ended June 30, 2018 ($nil during the quarter and the six months ended June 30, 2017). Of this amount, $1,522 pertains to a net realizable value write-down taken on raw materials as the Corporation sold some plasma during the second quarter of 2018 for $14,049 which was below the carrying cost of the inventory.

 

11 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

5.

Other long-term assets

 

     June 30,      December 31,  
     2018      2017  

Restricted cash

   $ 236      $ 226  

Long-term receivables

     1,864        1,856  

Deferred financing costs

     4,445        5,266  

Option to acquire tangible assets (note 12a)

     653        —    

Equity investments in scope of IFRS 9

     1,228        1,228  

Convertible debt

     768        87  
  

 

 

    

 

 

 
   $ 9,194      $ 8,663  
  

 

 

    

 

 

 

 

12 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

6.

Capital assets

 

                   Production     Furniture and        
     Land and      Leasehold      and laboratory     computer        
     Buildings      improvements      equipment     equipment     Total  

Cost

            

Balance at January 1, 2018

   $ 4,539      $ 12,824      $ 36,787     $ 3,555     $ 57,705  

Additions

     26        1,133        953       186       2,298  

Disposals

     —          —          (182     (54     (236

Effect of foreign exchange differences

     —          160        123       11       294  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at June 30, 2018

   $ 4,565      $ 14,117      $ 37,681     $ 3,698     $ 60,061  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Accumulated depreciation

            

Balance at January 1, 2018

   $ 219      $ 3,726      $ 6,962     $ 1,544     $ 12,451  

Depreciation expense

     95        320        1,272       383       2,070  

Disposals

     —          1        (137     (30     (166

Effect of foreign exchange differences

     —          49        40       2       91  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at June 30, 2018

   $ 314      $ 4,096      $ 8,137     $ 1,899     $ 14,446  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Carrying amounts

            

At June 30, 2018

   $ 4,251      $ 10,021      $ 29,544     $ 1,799     $ 45,615  

At December 31, 2017

     4,320        9,098        29,825       2,011       45,254  

As at June 30, 2018, there are $10,661 and $4,731 of production and laboratory equipment and leasehold improvements, respectively, net of government grants, that are not yet available for use and for which depreciation has not started ($10,219 and $3,524 as of December 31, 2017).

As at June 30, 2018, production and laboratory equipment includes assets under finance leases with a net carrying amount of $1,088 ($1,131 as at December 31, 2017).

 

13 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

7.

Intangible assets

 

     Licenses and                       
     other rights      Patents      Software      Total  

Cost

           

Balance at January 1, 2018

   $ 154,572      $ 6,346      $ 2,213      $ 163,131  

Additions

     5,512        311        693        6,516  

Disposals

     —          (18      (38      (56

Effect of foreign exchange differences

     12        95        (2      105  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at June 30, 2018

   $ 160,096      $ 6,734      $ 2,866      $ 169,696  
  

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated amortization

           

Balance at January 1, 2018

   $ 3,497      $ 2,250      $ 737      $ 6,484  

Amortization expense

     263        237        141        641  

Disposals

     —          (3      (8      (11

Effect of foreign exchange differences

     7        72        3        82  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at June 30, 2018

   $ 3,767      $ 2,556      $ 873      $ 7,196  
  

 

 

    

 

 

    

 

 

    

 

 

 

Carrying amounts

           

At June 30, 2018

   $ 156,329      $ 4,178      $ 1,993      $ 162,500  

At December 31, 2017

     151,075        4,096        1,476        156,647  

On January 29, 2018, the Corporation acquired two licenses. The first license, valued at $1,743, was paid for by the issuance of warrants (note 12c). In consideration of the second license, the Corporation agreed to pay an equivalent of US$3 million, US$1 million on the date of the transaction, and another US$1 million on both the first and second anniversary of the transaction, to be settled in common shares of the Corporation (see note 10 for the license acquisition payment obligation and note 12a for the shares issued on the transaction date). The value attributed to the second license, based on the value recorded for the initial equity issued and the value of the payment obligation at the date of the transaction is $3,769. The estimated useful lives of the licenses is 10 years and 20 years for the first and second license, respectively.

 

8.

Accounts payable and accrued liabilities

 

     June 30,      December 31,  
     2018      2017  

Trade payables

   $ 20,875      $ 19,333  

Wages and benefits payable

     4,578        6,839  

Current portion of operating and finance lease inducements and obligations

     590        3,301  

Current portion of settlement fee payable (note 10)

     109        102  

Current portion of license acquisition payment obligation (note 10)

     1,313        —    

Current portion of other employee benefit liabilities (note 10)

     379        379  
  

 

 

    

 

 

 
   $ 27,844      $ 29,954  
  

 

 

    

 

 

 

 

14 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

9.

Long-term debt

2018

The Corporation has a non-revolving credit facility agreement bearing interest of 8.5% per annum which expires November 30, 2019. The credit facility comprises two tranches of US$40 million which become available to draw upon once certain conditions are met. The drawdowns on the available tranches are limited to US$10 million per month.

As part of the agreement, the Corporation issued 54 million warrants on November 30, 2017 (“Seventh Warrants”) to the holder of the long-term debt in consideration for the non-revolving credit facility. Further details concerning the warrants are provided in note 12c. At each drawdown, the value of the proceeds drawn are allocated to the debt and equity based on their fair value.

The Corporation drew on the credit facility on January 22, 2018, February 23, 2018 and April 30, 2018 respectively, bringing the cumulative draws from US$20 million at December 31, 2017 to US$50 million at June 30, 2018 on the US$80 million available. The total cash proceeds received of $39,923 were allocated to the debt and warrants based on their fair values. The proceeds allocated to the debt upon the three drawdowns in 2018 was $32,467. The fair value of the debt was determined using a discounted cash flow model for the debt instrument with a market interest rate of 17.1%.

The fees incurred in regards of the credit facility, which comprise legal fees and also the 10 million warrants issued upon signature of the credit facility, for a total of $5,912 have been recorded in the consolidated statement of financial position as other long-term assets and are being amortized and recognized into the consolidated statement of operations over the term of the credit facility.

2017

On April 27, 2017, the Corporation and the holder of the long-term debt signed a third Original Issue Discount (“OID”) loan agreement and warrants (the “Sixth Warrants”) for total proceeds of $25,010. The total proceeds were allocated to the debt based on its fair value at the issue date and the residual amount was attributed to the warrants that are classified as equity. Further details concerning the warrants are provided in note 12c. Under the terms of the loan, the Corporation will repay the face value of the OID loan, in the amount of $39,170 at maturity on July 31, 2022. The OID loan was recorded at its fair value at the transaction date less the associated transaction costs of $184 for a net amount of $18,363. The fair value of the loan was determined using a discounted cash flow model for the debt instrument with a market interest rate of 15.5%.

 

15 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

Changes in the carrying value of the long-term debt during the six months ended June 30, 2018 were as follows:

 

Balance at January 1, 2018

   $ 87,020  

Impact of adoption of IFRS 9 (note 2b)

     (110

Interest accretion

     8,471  

Repayment of principal on long-term debt

     (1,525

Repayment of stated interest on long-term debt

     (2,291

Drawdown on non-revolving credit facility

     32,467  

Foreign exchange revaluation on credit facility balance

     2,172  
  

 

 

 

Balance at June 30, 2018

   $ 126,204  
  

 

 

 

Comprised of the following loans:

  

OID loan having a face value of $61,704 maturing on July 31, 2022 with an effective interest rate of 14.8% 1)

   $ 35,046  

OID loan having a face value of $21,172 maturing on July 31, 2022 with an effective interest rate of 10.6% 1)

     14,038  

OID loan having a face value of $30,593 maturing on July 31, 2022 with an effective interest rate of 14.4% 1)

     16,986  

Non-revolving US dollars credit facility draws, expiring on November 30, 2019 bearing stated interest of 8.5% per annum (effective interest rate of 18.8%)1)

     57,391  

Government term loan having a principal amount of $1,000 full repayable on August 31, 2018 with an effective interest rate of 9.2% and a stated interest of 3.2%2)

     1,016  

Non-interest bearing government term loan having a principal amount of $1,812 repayable in equal monthly installments of $82 until January 31, 2020 with an effective interest rate of 8.8%

     1,727  
  

 

 

 
   $ 126,204  

Less current portion of long-term debt

     (2,206
  

 

 

 

Long-term portion of long-term debt

   $ 123,998  
  

 

 

 

 

1) 

The loans are secured by all the assets of the Corporation and require that certain covenants be respected including maintaining an adjusted working capital ratio.

2)

The loan is secured by the land, the manufacturing facility and the equipment located in Belleville. As at June 30, 2018, the net carrying value of the secured assets is $8,590.

 

16 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

10.

Other long-term liabilities

 

     June 30,      December 31,  
     2018      2017  

Settlement fee payable

   $ 204      $ 190  

Royalty payment obligation

     2,738        2,963  

License acquisition payment obligation

     2,626        —    

Other employee benefit liabilities

     417        593  

Other long-term liabilities

     60        70  
  

 

 

    

 

 

 
   $ 6,045      $ 3,816  

Less:

     

Current portion of settlement fee payable (note 8)

     (109      (102

Current portion of license acquisition payment obligation (note 8)

     (1,313      —    

Current portion of employee benefit liabilities (note 8)

     (379      (379
  

 

 

    

 

 

 
   $ 4,244      $ 3,335  
  

 

 

    

 

 

 

In consideration for acquiring a license (note 7), the Corporation agreed to pay an equivalent of US$3 million, US$1 million on the date of the transaction, and another US$1 million on both the first and second anniversary of the transaction, to be settled in common shares of the Corporation. A financial liability of $2,626 has been recognised for the second and third payments.

 

11.

Contractual obligations

The following table presents the contractual maturities of the financial liabilities, excluding operating and finance leases as of June 30, 2018:

 

            Contractual Cash flows         
     Carrying      Payable             Later than         

At June 30, 2018

   amount      within 1 year      2 - 3 years      4 years      Total  

Accounts payable and accrued liabilities1)

   $ 27,254      $ 27,254      $ —        $ —        $ 27,254  

Advance on revenues from a supply agreement

     1,485        1,485        —          —          1,485  

Long-term portion of settlement fee payable

     95        —          115        —          115  

Long-term portion of royalty payment obligation

     2,738        —          3,282        —          3,282  

Long-term license acquisition payment obligation

     1,313        —          1,313        —          1,313  

Long-term portion of other employee benefit liabilities

     38        —          42        —          42  

Long-term debt 2)

     126,204        7,886        68,569        113,469        189,924  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 159,127      $ 36,625      $ 73,321      $ 113,469      $ 223,415  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1)

Excluding $590 for current portion of operating and finance lease inducement and obligations.

2)

Under the terms of the OID loans and the non-revolving line of credit (note 9), the holder of Second, Third, Fourth, Fifth, Sixth and Seventh Warrants may decide to cancel a portion of the face values of these loans as payment upon the exercise of these warrants. The maximum repayment due on these loans has been included in the above table.

 

17 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

12.

Share capital and other equity instruments

 

a)

Share capital

 

     June 30, 2018      June 30, 2017  
     Number      Amount      Number      Amount  

Issued common shares

     718,126,512      $ 582,242        669,546,147      $ 508,636  

Share purchase loan to an officer

     —          (400      —          (400
  

 

 

    

 

 

    

 

 

    

 

 

 

Issued and fully paid common shares

     718,126,512      $ 581,842        669,546,147      $ 508,236  
  

 

 

    

 

 

    

 

 

    

 

 

 

Changes in the issued and outstanding common shares during the six months ended June 30, 2018 and 2017 were as follows:

 

     June 30, 2018      June 30, 2017  
     Number      Amount      Number      Amount  

Balance - beginning of period

     710,593,273      $ 575,150        623,229,331      $ 480,237  

Issued to acquire assets

     1,113,342        1,960        —          —    

Issued to acquire non-controlling interest (note 13)

     4,712,422        3,629        —          —    

Exercise of future investment rights (note 12c)

     —          —          44,791,488        27,594  

Exercise of stock options (note 12b)

     1,689,624        1,073        1,525,328        405  

Shares issued under restricted share units plan (note 12b)

     17,851        30        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance - end of period

     718,126,512      $ 581,842        669,546,147      $ 508,236  
  

 

 

    

 

 

    

 

 

    

 

 

 

2018

On January 29, 2018, the Corporation issued 742,228 common shares in partial payment for the acquisition of a license (note 7) and 371,114 common shares to acquire an option to buy production equipment (note 5). Based on the $1.76 share price on that date, the values attributed to the shares issued were $1,960.

In April 27, 2018, the Corporation reacquired the non-controlling shareholders’ 13% interest in Prometic Bioproduction Inc. in exchange for the issuance of 4,712,422 common shares of the Corporation. Based on the $0.77 share price on that date, the value attributed to the shares issued was $3,629 (note 13).

 

18 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

2017

On July 6, 2017, the Corporation closed a bought deal public offering. At June 30, 2017, the issuance costs related to this issuance, in the amount of $416, were recorded against the deficit.

 

b)

Contributed surplus (Share-based payments)

Stock options

Changes in the number of stock options outstanding during the six months ended June 30, 2018 and 2017 were as follows:

 

     June 30, 2018      June 30, 2017  
            Weighted             Weighted  
            average             average  
     Number      exercise price      Number      exercise price  

Balance - beginning of period

     14,463,270      $ 1.79        14,372,640      $ 1.41  

Granted

     145,350        0.77        3,381,220        2.08  

Forfeited

     (229,158      2.04        (70,511      2.48  

Exercised

     (1,689,624      0.38        (1,525,328      0.16  

Expired

     (47,250      0.34        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance - end of period

     12,642,588      $ 1.97        16,158,021      $ 1.67  
  

 

 

    

 

 

    

 

 

    

 

 

 

During the six months ended June 30, 2018, 1,689,624 stock options were exercised resulting in cash proceeds of $635 and a transfer from contributed surplus to share capital of $438. The weighted average share price on the date of exercise of the options during the six months ended June 30, 2018 was $1.04.

All stock options granted in 2018 have a contractual life of 10 years.

During the six months ended June 30, 2017, 177,050 and 3,204,170 stock options having a contractual term of five and ten years respectively were granted. Stock options granted prior 2017 have a contractual term of 5 years.

During the six months ended June 30, 2017, 1,525,328 stock options were exercised resulting in cash proceeds of $240 and a transfer from contributed surplus to share capital of $165. The weighted average share price on the date of exercise of the options during the six months ended June 30, 2017 was $2.04.

 

19 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

The Corporation uses the Black-Scholes option pricing model to calculate the fair value of options at the date of grant. The weighted average inputs into the model and the resulting grant date fair values during the six months ended June 30, 2018 and 2017 were as follows:

 

     June 30, 2018     June 30, 2017  

Expected dividend rate

     —         —    

Expected volatility of share price

     63.8     61.8

Risk-free interest rate

     2.1     1.1

Expected life in years

     7.0       6.7  

Weighted average grant date fair value

   $ 0.55     $ 1.23  

 

20 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

At June 30, 2018, options issued and outstanding by range of exercise price are as follows:

 

            Weighted average                       
            remaining      Weighted             Weighted  
Range of    Number      contractual life      average      Number      average  

exercise price

   outstanding      (in years)      exercise price      exercisable      exercise price  

$0.34 - $ 0.88

     1,507,450        1.0      $ 0.45        1,366,300      $ 0.41  

$1.10 - $ 2.02

     2,792,361        2.4        1.27        2,155,869        1.18  

$2.07 - $ 2.44

     5,673,966        5.6        2.23        3,411,196        2.29  

$2.55 - $ 3.19

     2,668,811        2.9        2.98        1,624,327        2.99  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     12,642,588        3.8      $ 1.97        8,557,692      $ 1.84  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

A share-based payment compensation expense of $597 and $1,321 was recorded for the options for the quarter and the six months ended June 30, 2018 ($980 and $1,673 for the quarter and the six months ended June 30, 2017 respectively).

Restricted share units (“RSU”)

Changes in the number of RSU outstanding during the six months ended June 30, 2018 and 2017 were as follows:

 

     June 30,      June 30,  
     2018      2017  

Balance - beginning of period

     10,561,283        9,999,251  

Granted

     —          1,220,623  

Expired

     (817,279      (3,157,311

Forfeited

     (53,329      —    

Released

     (17,851      —    
  

 

 

    

 

 

 

Balance - end of period

     9,672,824        8,062,563  
  

 

 

    

 

 

 

At June 30, 2018, 1,973,325 vested RSU and 7,699,499 unvested RSU were outstanding while at June 30, 2017, 1,287,112 vested RSU and 6,775,451 unvested RSU were outstanding. During the six months ended June 30, 2018, 17,851 vested RSU were released and an equivalent number of shares were issued out of treasury resulting in a transfer from contributed surplus to share capital of $30. A share-based payment compensation expense of $109 and $505 were recorded during the quarter and the six months ended June 30, 2018 respectively ($1,114 and $1,663 during the quarter and the six months ended June 30, 2017 respectively).

During the quarter ended March 31, 2017, the Board decided to replace 1,220,623 of the expired RSU with an equivalent number of RSU keeping the same vesting conditions but extending the evaluation period for the attainment of the objectives by one year to December 31, 2017. The replacement RSU were issued shortly thereafter in April 2017. This transaction was accounted for as a modification of the existing RSU that did not have an impact on the value of the RSU.

 

21 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

Share-based payment expense

The total share-based payment expense, comprising the above mentioned expenses for stock options and RSU, has been included in the consolidated statements of operations for the quarter and the six months ended June 30, 2018 and 2017 as indicated in the following table:

 

     Quarter ended June 30,      Six months ended June 30,  
     2018      2017      2018      2017  

Cost of sales and other production expenses

   $ 37      $ 106      $ 91      $ 170  

Research and development expenses

     322        918        792        1,520  

Administration, selling and marketing expenses

     347        1,070        943        1,646  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 706      $ 2,094      $ 1,826      $ 3,336  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

22 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

c)

Warrants and future investment rights (“rights”)

The following table summarizes the changes in the number of warrants and rights outstanding during the six months ended June 30, 2018 and 2017:

 

     June 30, 2018      June 30, 2017  
            Weighted             Weighted  
            average             average  
     Number      exercise price      Number      exercise price  

Balance of warrants and rights - beginning of period

     121,672,099      $ 2.11        101,863,180      $ 1.44  

Issued to acquire assets

     4,000,000        3.00        —          —    

Issued for cash

     —          —          10,600,407        3.70  

Exercise of future investment rights

     —          —          (44,791,488      0.47  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants - end of period

     125,672,099      $ 2.14        67,672,099      $ 2.44  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants exercisable - end of period

     103,672,099      $ 2.18        67,672,099      $ 2.44  
  

 

 

    

 

 

    

 

 

    

 

 

 

2018

On January 29, 2018, the Corporation issued four million warrants to acquire common shares, as consideration for a license. The warrants have an exercise price of $3.00 per share and expire after five years. The first two million warrants become exercisable after one year while the second two million warrants become exercisable after two years. The fair value of the warrants and consequently the value of the license is $1,743 and was determined using a Black-Scholes option pricing model.

On November 30, 2017, pursuant to entering into a non-revolving credit facility agreement, the Corporation issued the Seventh Warrants to the holder of the long-term debt. Further details concerning the credit facility are provided in note 9. The Seventh Warrants consist of 54 million warrants from which 10 million warrants were exercisable as of the date of the agreement and the remaining 44 million warrants become exercisable as and if the Corporation draws upon the credit facility in increments of US$10 million; five million warrants become exercisable for each US$10 million drawn on the first US$40 million tranche of the credit facility and six million warrants become exercisable for each US$10 million drawn on the second US$40 million tranche of the credit facility. Each warrant gives the holder the right to acquire one common share at an exercise price of $1.70. The warrants expire on June 30, 2026. Although the warrants are issued and outstanding in the warrant table above, for accounting purposes, these warrants will be recognized and measured at the time they become exercisable.

As the Corporation drew an amount of US$10 million on the non-revolving credit facility on each of January 22, February 23, and April 30, 2018, the amounts received were allocated to the debt and the warrants based on their fair value at the time of the drawdown. The aggregate value of the proceeds attributed to the warrants that became exercisable on those dates was $7,457, which was recorded in equity.

 

23 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

2017

On February 3, 2017, all of the 44,791,488 rights were exercised resulting in cash proceeds of $21,052 and a transfer from warrants and future investment rights to share capital of $6,542.

On April 27, 2017, pursuant to a financing for total proceeds of $25,010, the Corporation issued additional debt and the Sixth Warrants to the holder of the long-term debt. Further details concerning the debt issued are provided in note 9.

The Sixth Warrants consist of 10,600,407 warrants, each giving the holder the right to acquire one common share at an exercise price of $3.70, paid either in cash or in consideration of the lender’s cancellation of an equivalent amount of the face value of an OID loan. The warrants expire on October 26, 2023. The value of the proceeds attributed to the warrants of $6,463 was recorded in warrants and future investment rights. The issuance cost related to the warrants, in the amount of $121, has been recorded against the deficit.

 

24 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

As at June 30, 2018, the following warrants were outstanding:

 

     Number      Expiry date      Exercise price  
     277,910        September 2019      $ 6.39  
     1,000,000        September 2021        0.52  
     20,276,595        September 2021        0.77  
     16,723,807        July 2022        1.87  
     7,000,000        July 2022        3.00  
     11,793,380        July 2022        4.70  
     10,600,407        October 2023        3.70  
     4,000,000        January 2023        3.00  
     54,000,000        June 2026        1.70  
     125,672,099         $ 2.14  

 

13.

Non-controlling interests

The interest in the subsidiaries for which the Corporation holds less than 100 % interest are as follows:

 

          Place of incorporation    Proportion of ownership  

Name of subsidiary

  

Segment activity

  

and operation

   interest held by the group  
               2018     2017  

Prometic Bioproduction Inc.

   Plasma-derived therapeutics    Quebec, Canada      100     87

Pathogen Removal and Diagnostic Technologies Inc.

   Bioseparations    Delaware, U.S.      77     77

NantPro Biosciences, LLC

   Plasma-derived therapeutics    Delaware, U.S.      73     73

In April 2018, the Corporation and the non-controlling shareholders of Prometic Bioproduction Inc. entered into an agreement whereby Prometic would acquire the non-controlling shareholders 13% interest in the subsidiary in exchange for 4,712,422 common shares of the Corporation. The difference of $15,278 between the value of the equity issued in payment of the 13% ownership acquired of $3,629 and the value of the total net liabilities attributed to the NCI at the date of the transaction of $11,649 that was derecognized from the statement of financial position was recognized in the deficit to reflect Prometic’s increase in the ownership of the subsidiary.

 

25 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

The non-controlling interests balance on the consolidated statements of financial position and the losses allocated to non-controlling interests in the consolidated statements of operations, per subsidiary are as follows:

 

     June 30,      December 31,  
     2018      2017  

Consolidated statements of financial position :

     

Prometic Bioproduction Inc.

   $ —        $ (10,722

Pathogen Removal and Diagnostic Technologies Inc.

     (6,513      (5,901

NantPro Biosciences, LLC

     38,070        38,070  
  

 

 

    

 

 

 

Total non-controlling interests

   $ 31,557      $ 21,447  
  

 

 

    

 

 

 

 

     Quarter ended June 30,      Six months ended June 30,  
     2018      2017      2018      2017  

Consolidated statements of operations:

           

Prometic Bioproduction Inc.

   $ (177    $ (1,030    $ (926    $ (2,240

Pathogen Removal and Diagnostic Technologies Inc.

     (73      (93      (613      (683

NantPro Biosciences, LLC

     (547      (871      (2,202      (1,807
  

 

 

    

 

 

    

 

 

    

 

 

 

Total non-controlling interests

   $ (797    $ (1,994    $ (3,741    $ (4,730
  

 

 

    

 

 

    

 

 

    

 

 

 

The NantPro Biosciences, LLC non-controlling interest’s share in the funding of the subsidiary by Prometic was $2,202 for the six months ended June 30, 2018 ($1,807 for the six months ended June 30, 2017) and has been presented in the consolidated statements of changes in equity.

 

14.

Revenues

 

     Quarter ended June 30,      Six months ended June 30,  
     2018      2017      2018      2017  

Revenues from the sale of goods

   $ 19,690      $ 2,678      $ 23,479      $ 7,102  

Revenues from the rendering of services

     329        680        579        881  

Rental revenue

     136        261        389        502  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 20,155      $ 3,619      $ 24,447      $ 8,485  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

26 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

15.

Segmented information

The Corporation’s three operating segments are Small molecule therapeutics, Plasma-derived therapeutics and Bioseparations.

a) Revenues and expenses by operating segments:

 

     Small                  Reconciliation        
     molecule     Plasma-derived            to statement        

For the quarter ended June 30, 2018

   therapeutics     therapeutics     Bioseparations      of operations     Total  

External revenues

   $ —       $ 14,438     $ 5,682      $ 35     $ 20,155  

Intersegment revenues

     —         —         202        (202     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     —         14,438       5,884        (167     20,155  

Cost of sales and other production expenses

     —         14,427       2,063        (84     16,406  

R&D - Manufacturing and purchase cost of therapeutics to be used in clinical trials

     44       9,961       —          (93     9,912  

R&D - Other expenses

     4,238       8,238       1,616        —         14,092  

Administration, selling and marketing expenses

     915       2,811       749        2,469       6,944  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (5,197   $ (20,999   $ 1,456      $ (2,459   $ (27,199

Loss on foreign exchange

              958  

Finance costs

              5,332  
           

 

 

 

Net loss before income taxes

            $ (33,489
           

 

 

 

Other information

           

Depreciation and amortization

   $ 126     $ 965     $ 252      $ 86     $ 1,429  

Share-based payment expense

     154       193       56        303       706  

 

     Small                 Reconciliation        
     molecule     Plasma-derived           to statement        

For the quarter ended June 30, 2017

   therapeutics     therapeutics     Bioseparations     of operations     Total  

External revenues

   $ —       $ 691     $ 2,895     $ 33     $ 3,619  

Intersegment revenues

     —         13       333       (346     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     —         704       3,228       (313     3,619  

Cost of sales and other production expenses

     —         400       1,392       (241     1,551  

R&D - Manufacturing and purchase cost of therapeutics to be used in clinical trials

     245       7,209       —         (45     7,409  

R&D - Other expenses

     4,730       10,358       2,030       1       17,119  

Administration, selling and marketing expenses

     1,084       3,442       636       2,899       8,061  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment loss

   $ (6,059   $ (20,705   $ (830   $ (2,927   $ (30,521

Loss on foreign exchange

             303  

Finance costs

             1,867  
          

 

 

 

Net loss before income taxes

           $ (32,691
          

 

 

 

Other information

          

Depreciation and amortization

   $ 100     $ 663     $ 227     $ 85     $ 1,075  

Share-based payment expense

     353       506       80       1,155       2,094  

 

27 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

     Small                  Reconciliation        
     molecule     Plasma-derived            to statement        

For the six months ended June 30, 2018

   therapeutics     therapeutics     Bioseparations      of operations     Total  

External revenues

   $ —       $ 14,961     $ 9,416      $ 70     $ 24,447  

Intersegment revenues

     —         14       319        (333)       —    

Total revenues

     —         14,975       9,735        (263     24,447  

Cost of sales and other production expenses

     —         16,531       4,795        (154     21,172  

R&D - Manufacturing and purchase cost of therapeutics to be used in clinical trials

     46       16,292       —          (124     16,214  

R&D - Other expenses

     9,186       17,623       3,397        —         30,206  

Administration, selling and marketing expenses

     1,812       5,719       1,502        5,614       14,647  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (11,044   $ (41,190   $ 41      $ (5,599   $ (57,792

Loss on foreign exchange

              2,069  

Finance costs

              9,575  
           

 

 

 

Net loss before income taxes

            $ (69,436
           

 

 

 

Other information

           

Depreciation and amortization

   $ 257     $ 1,792     $ 495      $ 167     $ 2,711  

Share-based payment expense

     325       496       124        881       1,826  

 

     Small                 Reconciliation        
     molecule     Plasma-derived           to statement        

For the six months ended June 30, 2017

   therapeutics     therapeutics     Bioseparations     of operations     Total  

External revenues

   $ —       $ 1,414     $ 7,038     $ 33     $ 8,485  

Intersegment revenues

     —         18       812       (830)       —    

Total revenues

     —         1,432       7,850       (797     8,485  

Cost of sales and other production expenses

     —         1,201       3,421       (681     3,941  

R&D - Manufacturing and purchase cost of therapeutics to be used in clinical trials

     1,111       15,613       —         (84     16,640  

R&D - Other expenses

     7,937       20,804       3,531       3       32,275  

Administration, selling and marketing expenses

     1,634       5,726       1,278       6,369       15,007  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment loss

   $ (10,682   $ (41,912   $ (380   $ (6,404   $ (59,378

Loss on foreign exchange

             519  

Finance costs

             3,241  
          

 

 

 

Net loss before income taxes

           $ (63,138
          

 

 

 

Other information

          

Depreciation and amortization

   $ 200     $ 1,278     $ 442     $ 161     $ 2,081  

Share-based payment expense

     552       836       157       1,791       3,336  

b) Revenues by location

 

     Quarter ended June 30,      Six months ended June 30,  
     2018      2017      2018      2017  

United States

   $ 14,221      $ 26      $ 14,226      $ 206  

Switzerland

     2,358        1,837        3,274        3,688  

South Korea

     2,657        —          2,657        —    

Austria

     126        —          2,102        47  

Canada

     449        725        1,007        1,338  

Netherlands

     136        639        740        1,998  

United Kingdom

     128        87        342        818  

Other countries

     80        305        99        390  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 20,155      $ 3,619      $ 24,447      $ 8,485  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

28 of 29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

Revenues are attributed to countries based on the location of customers.

The Corporation derives significant revenues from certain customers. During the six months ended June 30, 2018, there was one customer in the Plasma-derived therapeutics segment who accounted for 57% of total revenues and two customers in the Bioseparations segment who accounted for 24% (13% and 11% respectively) of total revenues. For the six months ended June 30, 2017, two customers in the Bioseparations segment that accounted for 70% (47% and 23% respectively) of total revenues and one customer in the Plasma-derived therapeutics segment that accounted for 10 % of total revenues.

 

16.

Comparative information

Certain of the prior period figures have been reclassified to conform to the current presentation.

 

29 of 29

Exhibit 99.23

 

LOGO

Condensed interim consolidated financial statements of

Prometic Life Sciences Inc.

For the quarter and the nine months ended September 30, 2018

(unaudited)

 

1


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In thousands of Canadian dollars) (Unaudited)

 

     September 30,
2018
    December 31,
2017
 

ASSETS (note 10)

    

Current assets

    

Cash

   $ 21,353     $ 23,166  

Accounts receivable (note 3)

     5,454       6,839  

Income tax receivable

     5,071       4,116  

Inventories (note 4)

     14,983       36,013  

Prepaids

     2,111       2,141  
  

 

 

   

 

 

 

Total current assets

     48,972       72,275  

Long-term income tax receivable

     111       108  

Other long-term assets (note 5)

     5,668       8,663  

Capital assets (note 6)

     46,450       45,254  

Intangible assets (note 7)

     162,525       156,647  

Investment in an associate (note 8)

     1,182       —    

Deferred tax assets

     926       926  
  

 

 

   

 

 

 

Total assets

   $ 265,834     $ 283,873  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Accounts payable and accrued liabilities (note 9)

   $ 29,231     $ 29,954  

Advance on revenues from a supply agreement

     —         1,901  

Current portion of long-term debt (note 10)

     2,139       3,336  

Deferred revenues

     806       829  
  

 

 

   

 

 

 

Total current liabilities

     32,176       36,020  

Long-term portion of operating and finance lease inducements and obligations

     1,900       2,073  

Other long-term liabilities (note 11)

     4,326       3,335  

Long-term debt (note 10)

     150,544       83,684  

Deferred tax liabilities

     12,902       15,330  
  

 

 

   

 

 

 

Total liabilities

   $ 201,848     $ 140,442  
  

 

 

   

 

 

 

EQUITY

    

Share capital (note 13a)

   $ 581,842     $ 575,150  

Contributed surplus (note 13b)

     18,708       16,193  

Warrants and future investment rights (note 13c)

     85,675       73,944  

Accumulated other comprehensive loss

     (1,864     (1,622

Deficit

     (651,911     (541,681
  

 

 

   

 

 

 

Equity attributable to owners of the parent

     32,450       121,984  

Non-controlling interests (note 14)

     31,536       21,447  
  

 

 

   

 

 

 

Total equity

     63,986       143,431  
  

 

 

   

 

 

 

Total liabilities and equity

   $ 265,834     $ 283,873  
  

 

 

   

 

 

 

Subsequent event (note 18)

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

2


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of Canadian dollars except for per share amounts) (Unaudited)

 

     Quarter ended September 30,     Nine months ended September 30,  
     2018     2017     2018     2017  

Revenues (note 15)

   $ 12,330     $ 24,034     $ 36,777     $ 32,519  

Expenses

        

Cost of sales and other production expenses (note 4)

     9,248       3,780       30,420       7,721  

Research and development expenses

     24,105       23,275       70,525       72,190  

Administration, selling and marketing expenses

     6,222       7,653       20,869       22,660  

Loss (gain) on foreign exchange

     (1,301     182       768       701  

Finance costs

     5,927       2,085       15,502       5,326  

Losses on extinguishments of liabilities (note 10)

     1,278       4,191       1,278       4,191  

Share of losses of an associate (note 8)

     22       —         22       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss before income taxes

   $ (33,171   $ (17,132   $ (102,607   $ (80,270
  

 

 

   

 

 

   

 

 

   

 

 

 

Income tax expense (recovery):

        

Current

     (3,934     1,898       (3,935     1,748  

Deferred

     (337     (1,280     (2,090     (3,628
  

 

 

   

 

 

   

 

 

   

 

 

 
     (4,271     618       (6,025     (1,880
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (28,900   $ (17,750   $ (96,582   $ (78,390
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to:

        

Owners of the parent

     (28,472     (15,542     (92,413     (71,452

Non-controlling interests (note 14)

     (428     (2,208     (4,169     (6,938
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ (28,900   $ (17,750   $ (96,582   $ (78,390
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss per share

        

Attributable to the owners of the parent

        

Basic and diluted

   $ (0.04   $ (0.02   $ (0.13   $ (0.11
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of outstanding shares (in thousands)

     718,127       704,446       715,422       675,282  
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

3


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands of Canadian dollars) (Unaudited)

 

     Quarter ended September 30,     Nine months ended September 30,  
     2018     2017     2018     2017  

Net loss

   $ (28,900   $ (17,750   $ (96,582   $ (78,390

Other comprehensive income (loss)

        

Items that may be subsequently reclassified to profit and loss:

        

Change in unrealized foreign exchange differences on translation of financial statements of foreign subsidiaries

     (677     (189     (242     151  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive loss

   $ (29,577   $ (17,939   $ (96,824   $ (78,239
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive loss attributable to:

        

Owners of the parent

     (29,149     (15,731     (92,655     (71,301

Non-controlling interests

     (428     (2,208     (4,169     (6,938
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ (29,577   $ (17,939   $ (96,824   $ (78,239
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

4


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands of Canadian dollars) (Unaudited)

 

     Equity attributable to owners of the parent              
     Share
capital
$
     Contributed
surplus
$
    Warrants
and future
investment
rights
$
    Foreign
currency
translation
reserve
$
    Deficit
$
    Total
$
    Non-
controlling
interests
$
    Total
equity
$
 

Balance at January 1, 2017

     480,237        12,919       64,201       (1,964     (423,026     132,367       26,976       159,343  

Net loss

     —          —         —         —         (71,452     (71,452     (6,938     (78,390

Foreign currency translation reserve

     —          —         —         151       —         151       —         151  

Issuance of shares (note 13a)

     61,450        —         —         —         —         61,450       —         61,450  

Share-based payments expense (note 13b)

     —          6,091       —         —         —         6,091       —         6,091  

Exercise of stock options (note 13b)

     795        (324     —         —         —         471       —         471  

Exercise of future investment rights (note 13c)

     27,594        —         (6,542     —         —         21,052       —         21,052  

Issuance of warrants (note 13c)

     —          —         6,463       —         —         6,463       —         6,463  

Share and warrant issuance cost (note 13a,c)

     —          —         —         —         (4,023     (4,023     —         (4,023

Effect of funding arrangements on non-controlling interest (note 14)

     —          —         —         —         (2,791     (2,791     2,791       —    
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2017

     570,076        18,686       64,122       (1,813     (501,292     149,779       22,829       172,608  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2018

     575,150        16,193       73,944       (1,622     (541,681     121,984       21,447       143,431  

Impact of adopting IFRS 9 (note 2b)

     —          —         —         —         110       110       —         110  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2018 - restated

     575,150        16,193       73,944       (1,622     (541,571     122,094       21,447       143,541  

Net loss

     —          —         —         —         (92,413     (92,413     (4,169     (96,582

Foreign currency translation reserve

     —          —         —         (242     —         (242     —         (242

Issuance of shares (note 13a)

     5,589        —         —         —         —         5,589       —         5,589  

Share-based payments expense (note 13b)

     —          2,983       —         —         —         2,983       —         2,983  

Exercise of stock options (note 13b)

     1,073        (438     —         —         —         635       —         635  

Shares issued pursuant to restricted share unit plan (note 13b)

     30        (30     —         —         —         —         —         —    

Issuance of warrants (note 13c)

     —          —         11,731       —         —         11,731       —         11,731  

Share and warrant issuance cost

     —          —         —         —         (40     (40     —         (40

Effect of changes in the ownership of a subsidiary and funding arrangements on non-controlling interests (note 14)

     —          —         —         —         (17,887     (17,887     14,258       (3,629
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2018

     581,842        18,708       85,675       (1,864     (651,911     32,450       31,536       63,986  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

5


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of Canadian dollars) (Unaudited)

 

Nine months ended September 30,

   2018     2017  

Cash flows used in operating activities

    

Net loss for the period

   $ (96,582   $ (78,390

Adjustments to reconcile net loss to cash flows used in operating activities:

    

Finance costs

     16,007       7,026  

Change in operating and finance lease inducements and obligations

     (1,009     1,261  

Carrying value of capital and intangible assets disposed

     479       440  

Share of losses of an associate (note 8)

     22       —    

Losses on extinguishments of liabilities (note 10)

     1,278       4,191  

Deferred income taxes

     (2,090     (3,628

Share-based payments expense (note 13b)

     2,983       6,091  

Depreciation of capital assets (note 6)

     3,104       2,575  

Amortization of intangible assets (note 7)

     952       691  
  

 

 

   

 

 

 
     (74,856     (59,743

Change in non-cash working capital items

     17,864       (35,275
  

 

 

   

 

 

 
   $ (56,992   $ (95,018
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from share issuances (note 13a)

     —         53,125  

Proceeds from debt and warrant issuances (note 10)

     65,815       25,010  

Repayment of principal on long-term debt (note 10)

     (1,855     (2,454

Repayment of interest on long-term debt (note 10)

     (3,903     (126

Exercise of options (note 13b)

     635       471  

Exercise of future investment rights (note 13c)

     —         21,052  

Payments of principal under finance lease

     (183     —    

Debt, share and warrants issuance costs

     (782     (4,299
  

 

 

   

 

 

 
   $ 59,727     $ 92,779  
  

 

 

   

 

 

 

Cash flows from (used in) investing activities

    

Additions to capital assets

     (2,886     (6,409

Additions to intangible assets

     (1,069     (960

Proceeds from the sale of marketable securities and short-term investments

     —         11,063  

Acquisition of convertible debt

     (967     —    

Additions to other long-term assets

     —         (62

Interest received

     191       182  
  

 

 

   

 

 

 
   $ (4,731   $ 3,814  
  

 

 

   

 

 

 

Net change in cash during the period

     (1,996     1,575  

Net effect of currency exchange rate on cash

     183       (323

Cash beginning of period

     23,166       27,806  
  

 

 

   

 

 

 

Cash end of the period

   $ 21,353     $ 29,058  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

6


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

1.

Nature of operations and going concern

Prometic Life Sciences Inc. (“Prometic” or the “Corporation”), incorporated under the Canada Business Corporations Act, is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF), biopharmaceutical Corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (Small molecule therapeutics) stems from the insights into the interaction of two receptors which Prometic believes are at the core of how the body heals: our lead small molecule drug candidate PBI-4050, modulates these to promote tissue regeneration and scar resolution as opposed to fibrosis. The second drug discovery and development platform (Plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen). The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals.

The Corporation’s head office is located at 440, Boul. Armand-Frappier, suite 300, Laval, Québec, Canada, H7V 4B4. Prometic has Research and Development (“R&D”) facilities in the U.K., the U.S. and Canada, manufacturing facilities in the Isle of Man and Canada and business development activities in Canada, the U.S. and Europe.

The condensed interim consolidated financial statements for the nine months ended September 30, 2018 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) on a going concern basis, which presumes the Corporation will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the ordinary course of business. The use of this assumption may not be appropriate as Prometic’s main activities continue to be in the R&D stage and during the nine months ended September 30, 2018, the Corporation incurred a net loss of $96.8 million and used $57.0 million in cash for its operating activities, while at September 30, 2018, the current assets net of current liabilities is a surplus of $16.8 million. As described in note 10 Long-term debt, the Corporation has $13.0 million (US$10 million) available under the non-revolving credit facility as of September 30, 2018.

With the delay of the anticipated launch of its most advanced product, RyplazimTM, the Corporation had to finance its R&D activities via various sources. To date, the Corporation has financed its activities through the sale of products in the Bioseparations segment, collaboration arrangements and licensing arrangements, the issuance of debt and equity, operational restructuring as well as investment tax credits. Prometic is currently actively involved in negotiating both equity and equity-linked financing initiatives and continues to be in licensing discussions with potential partners. Although the Corporation believes that it will be able to obtain the necessary funding as in the past, there can be no assurance of its access to further financing. These circumstances indicate the existence of a material uncertainty that may cast significant doubt about the Corporation’s ability to continue as a going concern. These condensed interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Corporation be unable to continue as a going concern. Such adjustments could be material.

 

 

7


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

2.

Significant accounting policies

 

a)

Accounting framework

These unaudited condensed interim consolidated financial statements (“interim financial statements”) have been prepared in accordance with International Accounting Standard 34, Interim financial reporting. Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with IFRS, have been omitted or condensed. These interim financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2017, which can be found at www.sedar.com.

These interim financial statements were approved for issue on November 12, 2018 by the Corporation’s Board of Directors.

 

8


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

b)

Adoption of new accounting standards

The accounting policies used in these interim financial statements are consistent with those applied by the Corporation in its December 31, 2017 audited annual consolidated financial statements except for the amendments to certain accounting standards which are relevant to the Corporation and were adopted by the Corporation as of January 1, 2018 as described below.

IFRS 9, Financial Instruments – Recognition and Measurement (“IFRS 9”)

IFRS 9 replaces the provisions of IAS 39, Financial Instruments – Recognition and Measurement and provides guidance on the recognition, classification and measurement of financial assets and financial liabilities, the derecognition of financial instruments, impairment of financial assets and hedge accounting.

The Corporation adopted IFRS 9 as of January 1, 2018 and the new standard has been applied retrospectively in accordance with the transitional provisions of IFRS 9. The following table presents the carrying amount of financial assets held by Prometic at December 31, 2017 and their measurement category under IAS 39 and the new model under IFRS 9.

 

     IAS 39      IFRS 9  
     Measurement
category
     Carrying
amount
     Measurement
category
     Carrying
amount
 

Cash

     FVTPL      $ 23,166        Amortized cost      $ 23,166  

Trade receivables

     Amortized cost        1,796        Amortized cost        1,796  

Other receivables

     Amortized cost        397        Amortized cost        397  

Restricted cash

     FVTPL        226        Amortized cost        226  

Long-term receivables

     Amortized cost        1,856        Amortized cost        1,856  

Equity Investments

     Cost        1,228        FVTPL        1,228  

Convertible debt

     Cost        87        FVTPL        87  

There has been no impact caused by the new classification of financial assets under IFRS 9. The classification of all financial liabilities at amortized cost remains unchanged as well as their measurement resulting from their classification.

Under IFRS 9, modifications to financial assets and financial liabilities, shall be accounted for by recalculating the present value of the modified contractual cashflows at the original effective interest rate and the adjustment shall be recognized as a gain or loss in profit or loss. Under IAS 39, the impact of modifications was recognized prospectively over the remaining term of the debt.

The adoption of the accounting for modifications under the new standard has resulted in the restatement of the opening deficit and the long-term debt at January 1, 2018 as follows:

 

Deficit

   $ 110  

Long-term debt

     (110

 

9


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

IFRS 15, Revenue from contracts with customers (“IFRS 15”)

IFRS 15 replaces IAS 11, Construction Contracts, and IAS 18, Revenue and related interpretations and represents a new single model for recognition of revenue from contracts with customers. The model features a five-step analysis of transactions to determine the nature of an entity’s obligation to perform and whether, how much, and when revenue is recognized.

The Corporation adopted IFRS 15 as of January 1, 2018 and the new standard has been applied retrospectively using the modified retrospective approach, where prior periods are not restated and the cumulative effect of initially applying this standard is recognised in the opening deficit balance on January 1, 2018. The Corporation has also availed itself of the following practical expedients:

 

   

the standard was applied retrospectively only to contracts that were not completed on January 1, 2018; and

 

   

for contracts that were modified before January 1, 2018, the Corporation analysed the effects of all modifications when identifying whether performance obligations were satisfied, determining the transaction price and allocating the transaction price to the satisfied or unsatisfied performance obligations.

There has been no impact of the adoption of IFRS 15 as at January 1, 2018.

IFRIC 22, Foreign Currency Transactions and Advance Consideration (“IFRIC 22”)

IFRIC 22 addresses how to determine the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) and on the derecognition of a non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration in a foreign currency. IFRIC 22 is effective for annual periods beginning on or after January 1, 2018. The Corporation adopted IFRIC 22 retrospectively on January 1, 2018. The adoption of the standard did not have a significant impact on the financial statements.

 

c)

New standards and interpretations not yet adopted

The IFRS accounting standards and interpretations that the Corporation reasonably expects may have a material impact on the disclosures, the financial position or results of operations of the Corporation when applied at a future date are as follows:

IFRS 16, Leases (“IFRS 16”)

In January 2016, the IASB issued IFRS 16, a new standard that replaces IAS 17, Leases. IFRS 16 is a major revision of the way in which companies account for leases and will no longer permit off-balance sheet leases. Adoption of IFRS 16 is mandatory and will be effective for the Corporation’s fiscal year beginning on January 1, 2019. The Corporation is in the process of evaluating the impact of adopting IFRS 16 on its consolidated financial statements.

 

10


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

d)

Accounting policies not disclosed in the December 31, 2017 consolidated financial statements

Since December 31, 2017, the Corporation has entered into certain transactions that have resulted in the application of accounting policies that were not disclosed in the latest annual financial statement and are therefore presented below.

Investment in an associate

Investments in associates are accounted for using the equity method. An associate is an entity over which the Corporation has significant influence. Under the equity method, the investment in the associate is carried on the consolidated statement of financial position at cost plus post acquisition changes in the Corporation’s share of net assets of the associate.

The consolidated statement of operations reflects the Corporation’s share of the results of operations of the associate. Adjustments are made for any inconsistencies between the Corporation’s and the associate’s accounting policies before applying the equity method. Adjustments are also made to account for depreciable assets based on their fair values at the acquisition date of the investment and for any impairment losses recognized by the associate. When there has been a change recognised directly in the equity of the associate, the Corporation recognises its share of any change. Profits and losses resulting from transactions between the Corporation and the associate are recognized in the Corporation’s consolidated financial statements only to the extent of the unrelated investors’ interests in the associate.

If the Corporation’s share of cumulative losses of an associate equals or exceeds its interest in the associate, the Corporation discontinues recognising its share of further losses. After the interest in an associate is reduced to zero, additional losses are provided for, and a liability is recognised, only to the extent that the Corporation has incurred legal or constructive obligations or made payments on behalf of the associate. If the associate subsequently reports profits, the Corporation resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised.

At each balance sheet date, management considers whether there is objective evidence of impairment in associates. If there is such evidence, management determines the amount of impairment to record, if any, in relation to the associate.

When the level of influence over an associate changes either following a loss of significant influence over the associate, or the obtaining of control over the associate or when an investment in a financial asset accounted for under IFRS 9 becomes subject to significant influence, the Corporation measures and recognises its investment at its fair value. Any difference between the carrying amount of the associate at the time of the change in influence and the fair value of the investment, and proceeds from disposal if any, is recognised in profit or loss.

 

11


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

e)

Significant judgments and critical accounting estimates

The preparation of the interim financial statements requires the use of judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. The uncertainty that is often inherent in estimates and assumptions could result in material adjustments to assets or liabilities affected in future periods. As a result of the application of IFRS 15, the Corporation has modified its disclosure on significant judgments relating to revenue recognition. The other significant accounting judgments and critical accounting estimates applied by the Corporation, disclosed in the annual financial statements for the year ended December 31, 2017, remain unchanged.

Revenue recognition – The Corporation does at times enter into revenue agreements which provide, among other payments, up-front and milestone payments in exchange for licenses and other access to intellectual property. It may also enter into several agreements simultaneously that are different in nature such as license agreements, R&D services, supply and manufacturing agreements. In applying the IFRS 15 revenue recognition model, management may be required to apply, depending on the contracts, significant judgment including the identification of the performance obligations.

Determining whether the performance obligations are distinct involves evaluating whether the customer can benefit from the good or service on its own or together with other resources that are readily available to the customer. Once the distinct performance obligations are identified, management must then determine if each performance obligation is satisfied at a point in time or over time. For license agreements, this requires management to assess the level of advancement of the intellectual property being licensed.

 

3.

Accounts receivable

 

     September 30,
2018
     December 31,
2017
 

Trade receivables

   $ 847      $ 1,796  

Tax credits and government grants receivable

     3,490        3,883  

Sales taxes receivable

     609        763  

Other receivables

     508        397  
  

 

 

    

 

 

 
   $ 5,454      $ 6,839  
  

 

 

    

 

 

 

 

4.

Inventories

 

     September 30,
2018
     December 31,
2017
 

Raw materials

   $ 8,362      $ 24,075  

Work in progress

     3,938        10,090  

Finished goods

     2,683        1,848  
  

 

 

    

 

 

 
   $ 14,983      $  36,013  
  

 

 

    

 

 

 

 

12


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

Inventories sold in the amount of $8,302 and $26,638 were recognized as cost of sales and other production expenses during the quarter and the nine months ended September 30, 2018, ($2,175 and $5,183 during the quarter and the nine months ended September 30, 2017). Inventory write-downs of $547 and $2,222, also included in cost of sales and other production expenses, were recorded during the quarter and nine months ended September 30, 2018 ($nil during the quarter and the nine months ended September 30, 2017). Of the amount recorded during the nine months ended September 30, 2018, $1,522 pertains to a net realizable value write-down taken on raw materials as the Corporation sold some plasma during the second quarter of 2018 for an amount which was below the carrying cost of the inventory.

 

13


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

5.

Other long-term assets

 

            September 30,
2018
     December 31,
2017
 

Restricted cash

   $          232      $ 226  

Long-term receivables

        —          1,856  

Deferred financing costs

        3,663        5,266  

Option to acquire tangible assets (note 13a)

        653        —    

Equity investments in scope of IFRS 9

        24        1,228  

Convertible debt

        1,096        87  
     

 

 

    

 

 

 
      $ 5,668      $ 8,663  
     

 

 

    

 

 

 

The investment in convertible debt (see note 8) earns interest at 8.0% per annum, to be received at the date of maturity which is January 3, 2020. The convertible debt may be converted at the option of the issuer or the holder into preferred shares of the issuer.

 

6.

Capital assets

 

     Land and
Buildings
     Leasehold
improvements
    Production
and laboratory
equipment
    Furniture
and computer
equipment
    Total  

Cost

           

Balance at January 1, 2018

   $  4,539      $ 12,824     $ 36,787     $ 3,555     $ 57,705  

Additions

     28        2,519       1,689       217       4,453  

Disposals

     —          —         (189     (53     (242

Effect of foreign exchange differences

     —          (75     (47     (14     (136
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2018

   $ 4,567      $ 15,268     $ 38,240     $ 3,705     $ 61,780  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated depreciation

           

Balance at January 1, 2018

   $ 219      $ 3,726     $ 6,962     $ 1,544     $ 12,451  

Depreciation expense

     146        479       1,909       570       3,104  

Disposals

     —          —         (138     (31     (169

Effect of foreign exchange differences

     —          (17     (21     (18     (56
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2018

   $ 365      $ 4,188     $ 8,712     $  2,065     $ 15,330  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Carrying amounts

           

At September 30, 2018

   $ 4,202      $ 11,080     $ 29,528     $ 1,640     $ 46,450  

At December 31, 2017

     4,320        9,098       29,825       2,011       45,254  

As at September 30, 2018, there are $10,797 and $5,963 of production and laboratory equipment and leasehold improvements, respectively, net of government grants, that are not yet available for use and for which depreciation has not started ($10,219 and $3,524 as of December 31, 2017).

As at September 30, 2018, production and laboratory equipment includes assets under finance leases with a net carrying amount of $1,066 ($1,131 as at December 31, 2017).

 

14


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

7.

Intangible assets

 

     Licenses and                       
     other rights      Patents      Software      Total  

Cost

           

Balance at January 1, 2018

   $ 154,572      $ 6,346      $ 2,213      $ 163,131  

Additions

     5,512        454        923        6,889  

Disposals

     —          (18      (38      (56

Effect of foreign exchange differences

     (4      (32      (2      (38
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at September 30, 2018

   $ 160,080      $ 6,750      $ 3,096      $ 169,926  
  

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated amortization

           

Balance at January 1, 2018

   $ 3,497      $ 2,250      $ 737      $ 6,484  

Amortization expense

     412        322        218        952  

Disposals

     —          (4      (8      (12

Effect of foreign exchange differences

     (4      (19      —          (23
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at September 30, 2018

   $ 3,905      $ 2,549      $ 947      $ 7,401  
  

 

 

    

 

 

    

 

 

    

 

 

 

Carrying amounts

           

At September 30, 2018

   $ 156,175      $ 4,201      $ 2,149      $ 162,525  

At December 31, 2017

     151,075        4,096        1,476        156,647  

On January 29, 2018, the Corporation acquired two licenses. The first license, valued at $1,743, was paid for by the issuance of warrants (note 13c). The second license was purchased for an equivalent of US$3 million; US$1 million on the date of the transaction, and another US$1 million on both the first and second anniversary of the transaction, to be settled in common shares of the Corporation (see note 11 for the license acquisition payment obligation and note 13a for the shares issued on the transaction date). The value attributed to the second license, based on the value recorded for the initial equity issued and the value of the payment obligation at the date of the transaction is $3,769. The estimated useful lives of the licenses is 10 years and 20 years for the first and second license, respectively.

 

8.

Investment in an associate

At each reporting period, the Corporation assesses whether it has significant influence over its investments. During the quarter ended September 30, 2018, the Corporation concluded it exerted significant influence over ProThera Biologics, Inc. (“ProThera”), a company headquartered in Rhode Island, U.S.A., since August 15, 2018. As such, ProThera is considered an associate as well as a related party from that date and consequently, the equity investment in ProThera is accounted for using the equity method (see note 2d) and the transactions between the Corporation and its associate are disclosed in the financial statements.

 

15


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

ProThera is a biotherapeutics company developing methods for using Inter-Alpha One Inhibitor Proteins (“IAIP”) to treat severe inflammation associated with infection, trauma and disease. It owns several method of use patents for IAIP that apply to several medical indications and their CEO is a key opinion leader in the field. The Corporation entered into research and development agreements as well as a license agreement with ProThera in 2015 to develop, manufacture and market IAIP for the treatment of two indications, one of which is Necrotizing Enterocolitis (NEC). As of September 30, 2018, Prometic holds 15.2% of the outstanding common shares having a historical cost of $1,204. It also holds a $1,096 (US $850) investment in convertible debt of ProThera which is presented in other long-term assets (see note 5).

As required when significant influence over an investment is obtained, the investment must be measured at fair value as of the date it became an associate. A fair value approach was applied by management in developing preliminary estimates of the identifiable assets and liabilities of ProThera. These fair value assessments require management to make significant estimates and assumptions as well as applying judgment in selecting the appropriate valuation techniques, building valuation models, and compiling, preparing and validating this information. At the time of issuance of these interim financial statements, certain aspects of the valuation are not finalized, namely the valuation of the intangible assets.

The amounts recognized in the quarter are therefore based on the preliminary results. The ultimate impact of this transaction may change from now until the valuation is completed, which is expected by the end of fiscal 2018.

Changes in the carrying amount of the investment in an associate from the date it was initially recognized as an associate on August 15, 2018 to September 30, 2018 are as follows:

 

Loss and comprehensive loss of an associate from August 15 to September 30, 2018

   $ 144  
  

 

 

 

Share of losses of an associate

     22  
  

 

 

 

Historical cost of the investment in an associate

     1,204  

Less share of losses of an associate

     22  
  

 

 

 

Carrying amount of the investment in an associate

   $ 1,182  
  

 

 

 

 

16


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

9.

Accounts payable and accrued liabilities

 

     September 30,      December 31,  
     2018      2017  

Trade payables

   $ 20,933      $ 19,333  

Wages and benefits payable

     4,252        6,839  

Current portion of operating and finance lease inducements and obligations

     2,282        3,301  

Current portion of settlement fee payable (note 11)

     114        102  

Current portion of royalty payment obligations (note 11a)

     26        —    

Current portion of license acquisition payment obligation (note 11b)

     1,290        —    

Current portion of other employee benefit liabilities (note 11)

     334        379  
  

 

 

    

 

 

 
   $ 29,231      $ 29,954  
  

 

 

    

 

 

 

 

10.

Long-term debt

2018

The Corporation has a non-revolving credit facility (“CF”) agreement bearing interest of 8.5% per annum which expires on November 30, 2019. The CF comprises two US$40 million tranches which become available to draw down once certain conditions are met. The drawdowns on the available tranches are limited to US$10 million per month.

As part of the agreement, the Corporation issued 54 million warrants on November 30, 2017 (“Seventh Warrant”) to the holder of the long-term debt in consideration for the CF. Further details concerning the warrants are provided in note 13c. At each drawdown, the value of the proceeds drawn are allocated to the debt and equity based on their fair value.

The Corporation drew US$50 million on the CF since the beginning of the year, bringing the cumulative draws from US$20 million at December 31, 2017 to US$70 million at September 30, 2018 on the US$80 million available. As a result of the draws in January and February 2018, the Corporation received total cash proceeds of $25,155 (US$20 million in total or US$10 million per draw) which were allocated to the debt and warrants based on their fair values. The fair value of the debt was determined using a discounted cash flow model for the debt instrument with an average market interest rate of 17.0%. The proceeds allocated to the debt for those two drawdowns were $19,585.

As a result of the draws in April, August and September 2018, the Corporation was entitled to receive total proceeds of $44,577 (US$34.5 million in total or US$11.5 million per draw), as a royalty agreement between the Corporation and holder of long-term debt became effective upon drawing on the second tranche of the CF. Following the cash draws in August and September, the Corporation had a minimum royalty obligation of $132 that has been recognized in other long-term liabilities (note 11). The remainder of the proceeds were allocated to the debt and warrants based on their fair values. The total proceeds allocated to the debt following the three drawdowns were $40,026. The fair value of the debt was determined using a discounted cash flow model for the debt instrument with a market interest rate of 18.1%.

 

17


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

For the April 2018 draw, the Corporation received the entire proceeds of $14,768 in cash, however for the August and September 2018 draws, the holder of the long-term debt used the set-off of principal right under the Original Issue Discount (“OID”) loan agreements to settle $3,917 (US$3 million) of the amounts due to the Corporation under the royalty agreement by reducing an existing loan. Therefore, the cash proceeds received for those two draws were $25,892.

As a result of the use of the set-off of principal right to settle these liabilities, the face value of the second OID loan was reduced by $3,917, from $21,172 to $17,255. These transactions were accounted for as an extinguishment of a portion of the OID loan and the difference between the adjustment to the carrying value of the loan of $2,639 and the reduction in the face value of the OID loan of $3,917, was recorded as a loss on extinguishment of a liabilities of $1,278.

The fees incurred in regards of the CF, which comprise legal fees and the 10 million warrants issued upon closing of the CF, for a total of $5,926, have been recorded in the consolidated statement of financial position as other long-term assets and is being amortized and recognized in the consolidated statement of operations over the term of the CF.

Subsequent to the quarter ended September 30, 2018, a binding letter of intent was signed between the Corporation and the holder of the long-term debt to extend the maturity of the three OID loans and the CF (note 18).

2017

On April 27, 2017, the Corporation and the holder of the long-term debt signed a third OID loan agreement and warrants (the “Sixth Warrants”) for total proceeds of $25,010. The total proceeds were allocated to the debt based on its fair value at the issue date and the residual amount was attributed to the warrants that are classified as equity. Further details concerning the warrants are provided in note 13c. Under the terms of the loan, the Corporation will repay the face value of the OID loan, in the amount of $39,170 at maturity on July 31, 2022. The OID loan was recorded at its fair value at the transaction date less the associated transaction costs of $184 for a net amount of $18,363. The fair value of the loan was determined using a discounted cash flow model for the debt instrument with a market interest rate of 15.5%.

In July 2017, the holder of the long-term debt used the set-off of principal right under the loan agreements, to settle the amounts due to the Corporation, following its participation in a private placement for 5,045,369 common shares which occurred concurrently with the closing of a public offering of common shares on July 6, 2017.

As a result, the face value of the third OID loan was reduced by $8,577, from $39,170 to $30,593. The reduction of $8,577 is equivalent to the value of the shares issued at the agreed price of $1.70 concluded in connection with the private placement. This transaction was accounted for as an extinguishment of a portion of the OID loan and the difference between the adjustment to the carrying value of the loan of $4,134 and the amount recorded for the shares issued of $8,325, as explained in the following paragraph, was recorded as a loss on extinguishment of a liabilities of $4,191.

The shares were recorded at fair value, determined using the closing price of $1.65 on the date of issue July 6, 2017, resulting in a value of the shares issued of $8,325.

 

18


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

Changes in the carrying value of the long-term debt during the nine months ended September 30, 2018 were as follows:

 

Balance at January 1, 2018

   $ 87,020  

Impact of adoption of IFRS 9 (note 2b)

     (110

Interest accretion

     13,560  

Repayment of principal on long-term debt

     (1,855

Repayment of stated interest on long-term debt

     (3,903

Reduction of the face value of the second OID loan by $3,917

     (2,639

Drawdown on non-revolving credit facility

     59,611  

Foreign exchange revaluation on credit facility balance

     999  
  

 

 

 

Balance at September 30, 2018

   $ 152,683  
  

 

 

 

Comprised of the following loans:

  

OID loan having a face value of $61,704 maturing on July 31, 2022 with an effective interest rate of 14.8% 1)

   $ 36,290  

OID loan having a face value of $17,255 maturing on July 31, 2022 with an effective interest rate of 10.6% 1)

     11,734  

OID loan having a face value of $30,593 maturing on July 31, 2022 with an effective interest rate of 14.4% 1)

     17,612  

Non-revolving US dollars credit facility draws, expiring on November 30, 2019 bearing stated interest of 8.5% per annum (effective interest rate of 14.7%)1)

     84,598  

Government term loan having a principal amount of $1,000 full repayable on August 31, 2018 with an effective interest rate of 9.2% and a stated interest of 3.2%2)

     1,032  

Non-interest bearing government term loan having a principal amount of $1,812 repayable in equal monthly installments of $82 until January 31, 2020 with an effective interest rate of 8.8%

     1,417  
  

 

 

 
   $ 152,683  

Less current portion of long-term debt

     (2,139
  

 

 

 

Long-term portion of long-term debt

   $ 150,544  
  

 

 

 

 

1) 

The loans are secured by all the assets of the Corporation and require that certain covenants be respected including maintaining an adjusted working capital ratio.

2)

The loan is secured by the land, the manufacturing facility and the equipment located in Belleville. As at September 30, 2018, the net carrying value of the secured assets is $8,548.

 

19


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

11.

Other long-term liabilities

 

     September 30,      December 31,  
     2018      2017  

Settlement fee payable

   $ 212      $ 190  

Royalty payment obligations (a)

     2,891        2,963  

License acquisition payment obligation (b)

     2,579        —    

Other employee benefit liabilities

     334        593  

Other long-term liabilities

     74        70  
  

 

 

    

 

 

 
   $ 6,090      $ 3,816  

Less:

     

Current portion of settlement fee payable (note 9)

     (114      (102

Current portion of royalty payment obligations (note 9)

     (26      —    

Current portion of license acquisition payment obligation (note 9)

     (1,290      —    

Current portion of employee benefit liabilities (note 9)

     (334      (379
  

 

 

    

 

 

 
   $ 4,326      $ 3,335  
  

 

 

    

 

 

 

 

20


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

a)

Royalty payment obligations

During the second quarter of 2018, the Corporation signed a royalty agreement with the holder of the long-term debt. As a result of the agreement, the Corporation obtained the right to receive US$1.5 million milestone payments upon each draw of the second tranche of the CF in exchange for increasing royalty entitlements on future revenues relating to patents existing as of the date of the agreement of PBI-1402 and analogues, including PBI-4050. The agreement includes a minimum royalty payment of US$5,000 per quarter.

As of September 30, 2018, a 1.5% royalty entitlement exists, and the related royalty liability will be recognized upon the recognition of qualifying revenues by the Corporation. The Corporation recognized a minimum royalty payment obligation of $132 in the consolidated statement of financial position at September 30, 2018 representing the discounted value of the minimum royalty payments to be made until the expiry of the patents covered by the agreement, using a discount rate of 18.57%.

As part of the consideration given by the Corporation in 2016 for the reacquisition of the rights to 50% of the worldwide profits pertaining to the sale of plasminogen for the treatment of plasminogen congenital deficiency which were previously granted to a licensee under a license agreement, the Corporation agreed to make royalty payments on the sales of plasminogen for congenital deficiency, using a rate of 5% up to a total of US$2.5 million. If by December 2020 the full royalty obligation has not been paid, the unpaid balance will become due. The Corporation has recognized a royalty payment obligation of $2,759 (US$2.5 million) in the consolidated statement of financial position at September 30, 2018 ($2,963 at December 31, 2017), representing the discounted value of the expected royalty payments to be made until December 2020, using a discount rate of 9.2%.

 

b)

Licence acquisition payment obligation

In consideration for acquiring a license (note 7), the Corporation agreed to pay an equivalent of US$3 million; US$1 million on the date of the transaction, and US$1 million on both the first and second anniversary of the transaction, to be settled in common shares of the Corporation. A $2,579 financial liability has been recognised for the second and third payments.

 

21


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

12.

Contractual obligations

The following table presents the contractual maturities of the financial liabilities, excluding operating and finance leases as of September 30, 2018:

 

            Contractual Cash flows  
     Carrying      Payable             Later than         

At September 30, 2018

   amount      within 1 year      2 - 3 years      4 years      Total  

Accounts payable and accrued liabilities1)

   $ 26,949      $ 26,949      $ —        $ —        $ 26,949  

Long-term portion of settlement fee payable

     98        —          115        —          115  

Long-term portion of royalty payment obligations

     2,865        —          3,276        335        3,611  

Long-term license acquisition payment obligation

     1,289        —          1,290        —          1,290  

Long-term debt 2)

     152,683        9,911        91,881        113,469        215,261  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 183,884      $ 36,860      $ 96,562      $ 113,804      $ 247,226  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1)

Excluding $2,282 for current portion of operating and finance lease inducement and obligations.

2)

Under the terms of the OID loans and the CF (note 10), the holder of Second, Third, Fourth, Fifth, Sixth and Seventh Warrants may decide to cancel a portion of the face values of these loans as payment upon the exercise of these warrants. The maximum repayment due on these loans has been included in the above table. In addition, SALP may use its right to set-off amounts it may owe to Prometic by reducing the OID loans.

 

22


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

13.

Share capital and other equity instruments

 

a)

Share capital

 

     September 30, 2018      September 30, 2017  
     Number      Amount      Number      Amount  

Issued common shares

     718,126,512      $ 582,242        707,377,516      $ 570,476  

Share purchase loan to an officer

     —          (400      —          (400
  

 

 

    

 

 

    

 

 

    

 

 

 

Issued and fully paid common shares

     718,126,512      $ 581,842        707,377,516      $ 570,076  
  

 

 

    

 

 

    

 

 

    

 

 

 

Changes in the issued and outstanding common shares during the nine months ended September 30, 2018 and 2017 were as follows:

 

     September 30, 2018      September 30, 2017  
     Number      Amount      Number      Amount  

Balance - beginning of period

     710,593,273      $ 575,150        623,229,331      $ 480,237  

Issued to acquire assets

     1,113,342        1,960        —          —    

Issued to acquire non-controlling interest (note 14)

     4,712,422        3,629        —          —    

Exercise of future investment rights (note 13c)

     —          —          44,791,488        27,594  

Exercise of stock options (note 13b)

     1,689,624        1,073        3,061,328        795  

Shares issued under restricted share units plan (note 13b)

     17,851        30        —          —    

Issued for cash

     —          —          31,250,000        53,125  

Issued in consideration of loan extinguishment

     —          —          5,045,369        8,325  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance - end of period

     718,126,512      $ 581,842        707,377,516      $ 570,076  
  

 

 

    

 

 

    

 

 

    

 

 

 

2018

On January 29, 2018, the Corporation issued 742,228 common shares in partial payment for the acquisition of a license (note 7) and 371,114 common shares to acquire an option to buy production equipment (note 5). Based on the $1.76 share price on that date, the values attributed to the shares issued were $1,960.

On April 27, 2018, the Corporation reacquired the non-controlling shareholders’ 13% interest in Prometic Bioproduction Inc. in exchange for the issuance of 4,712,422 common shares. Based on the $0.77 share price on that date, the value attributed to the shares issued was $3,629 (note 14).

2017

On July 6, 2017, the Corporation issued 31,250,000 common shares following a bought deal public offering for gross proceeds of $53,125. The underwriters received a cash commission of 6% of the gross proceeds of the offering. Concurrently with the bought deal public offering, the Corporation concluded a private placement with the holder of the long-term debt. Using the rights conveyed under the loan agreement, the holder of the long-term debt elected to extinguish a portion of the face value of the third OID loan as consideration for the 5,045,369 shares issued (note 10). The aggregate issuance costs related to these issuances, including the commission, in the amount of $3,878, were recorded against the deficit.

 

23


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

b)

Contributed surplus (Share-based payments)

In August 2018, the Corporation modified both its stock option and restricted share unit plans to provide additional vesting rights to participants meeting certain service and age requirements. The impact of these changes on the share-based payment expense is the recognition of certain tranches over a shorter period resulting in the acceleration of the expense recognition. The cumulative impacts of these changes during the quarter ended September 30, 2018 on unvested stock option and restricted share units awards is $419 and $274, respectively.

 

24


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

Stock options

Changes in the number of stock options outstanding during the nine months ended September 30, 2018 and 2017 were as follows:

 

     September 30, 2018      September 30, 2017  
            Weighted             Weighted  
            average             average  
     Number      exercise price      Number      exercise price  

Balance - beginning of period

     14,463,270      $ 1.79        14,372,640      $ 1.41  

Granted

     145,350        0.77        3,501,920        2.05  

Forfeited

     (325,735      2.00        (575,341      2.54  

Exercised

     (1,689,624      0.38        (3,061,328      0.15  

Expired

     (47,250      0.34        (3,000      0.12  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance - end of period

     12,546,011      $ 1.97        14,234,891      $ 1.80  
  

 

 

    

 

 

    

 

 

    

 

 

 

During the nine months ended September 30, 2018, 1,689,624 stock options were exercised resulting in cash proceeds of $635 and a transfer from contributed surplus to share capital of $438. The weighted average share price on the date of exercise of the options during the nine months ended September 30, 2018 was $1.04.

All stock options granted in 2018 have a contractual life of 10 years.

During the nine months ended September 30, 2017, 177,050 and 3,324,870 options having a contractual term of five and ten years respectively were granted. Stock options granted prior to 2017 have a contractual term of five years.

During the nine months ended September 30, 2017, 3,061,328 options were exercised resulting in cash proceeds of $471 and a transfer from contributed surplus to share capital of $324. The weighted average share price on the date of exercise of the options during the nine months ended September 30, 2017 was $1.72.

The Corporation uses the Black-Scholes option pricing model to calculate the fair value of options at the date of grant. The weighted average inputs into the model and the resulting grant date fair values during the nine months ended September 30, 2018 and 2017 were as follows:

 

     September 30, 2018     September 30, 2017  

Expected dividend rate

     —         —    

Expected volatility of share price

     63.8     61.8

Risk-free interest rate

     2.1     1.1

Expected life in years

     7.0       6.8  

Weighted average grant date fair value

   $ 0.55     $ 1.21  

 

25


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

At September 30, 2018, options issued and outstanding by range of exercise price are as follows:

 

            Weighted average                       
            remaining      Weighted             Weighted  
Range of    Number      contractual life      average      Number      average  

exercise price

   outstanding      (in years)      exercise price      exercisable      exercise price  

$0.34 - $ 0.88

     1,496,900        1.0      $ 0.44        1,365,750      $ 0.41  

$1.10 - $ 2.02

     2,765,411        2.1        1.27        2,209,994        1.19  

$2.07 - $ 2.44

     5,630,540        5.3        2.23        3,410,063        2.29  

$2.55 - $ 3.19

     2,653,160        2.6        2.98        1,634,156        2.98  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     12,546,011        3.5      $ 1.97        8,619,963      $ 1.84  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

A share-based payment compensation expense of $806 and $2,128 was recorded for the options for the quarter and the nine months ended September 30, 2018 ($869 and $2,542 for the quarter and the nine months ended September 30, 2017). The expense for 2018 includes the impact of the modification to the stock option plan.

 

26


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

Restricted share units (“RSU”)

Changes in the number of RSU outstanding during the nine months ended September 30, 2018 and 2017 were as follows:

 

     September 30,      September 30,  
     2018      2017  

Balance - beginning of period

     10,561,283        9,999,251  

Granted

     —          1,220,623  

Expired

     (817,279      (3,157,311

Forfeited

     (53,329      (538,854

Released

     (17,851      —    
  

 

 

    

 

 

 

Balance - end of period

     9,672,824        7,523,709  
  

 

 

    

 

 

 

At September 30, 2018, 1,973,325 vested RSU and 7,699,499 unvested RSU were outstanding while at September 30, 2017, 3,307,582 vested RSU and 4,216,127 unvested RSU were outstanding. During the nine months ended September 30, 2018, 17,851 vested RSU were released and an equivalent number of shares were issued out of treasury resulting in a transfer from contributed surplus to share capital of $30.

A share-based payment compensation expense of $351 and $855 were recorded during the quarter and the nine months ended September 30, 2018 ($1,886 and $3,549 during the quarter and the nine months ended September 30, 2017). The expense for 2018 includes the impact of the modification to the RSU option plan.

During the quarter ended March 31, 2017, the Board decided to replace 1,220,623 of the expired RSU with an equivalent number of RSU keeping the same vesting conditions but extending the evaluation period for the attainment of the objectives by one year to December 31, 2017. The replacement RSU were issued on April 11, 2017. This transaction was accounted for as a modification of the existing RSU that did not have an impact on the value of the RSU.

Share-based payment expense

The total share-based payment expense, comprising the above-mentioned expenses for stock options and RSU, has been included in the consolidated statements of operations for the quarter and the nine months ended September 30, 2018 and 2017 as indicated in the following table:

 

     Quarter ended September 30,      Nine months ended September 30,  
     2018      2017      2018      2017  

Cost of sales and other production expenses

   $ 80      $ 129      $ 171      $ 299  

Research and development expenses

     495        1,350        1,287        2,870  

Administration, selling and marketing expenses

     582        1,276        1,525        2,922  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 1,157      $ 2,755      $ 2,983      $ 6,091  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

27


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

c)

Warrants and future investment rights (“rights”)

The following table summarizes the changes in the number of warrants and rights outstanding during the nine months ended September 30, 2018 and 2017:

 

     September 30, 2018      September 30, 2017  
            Weighted             Weighted  
            average             average  
     Number      exercise price      Number      exercise price  

Balance of warrants and rights—beginning of period

     121,672,099      $ 2.11        101,863,180      $ 1.44  

Issued to acquire assets

     4,000,000        3.00        —          —    

Issued for cash

     —          —          10,600,407        3.70  

Exercise of future investment rights

     —          —          (44,791,488      0.47  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants—end of period

     125,672,099      $ 2.14        67,672,099      $ 2.44  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants exercisable—end of period

     115,672,099      $ 2.13        67,672,099      $ 2.44  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

28


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

2018

On January 29, 2018, the Corporation issued 4,000,000 warrants to acquire common shares, as consideration for a license. The warrants have an exercise price of $3.00 per share and expire after five years. 2,000,000 warrants become exercisable after one year and 2,000,000 warrants become exercisable after two years. The fair value of the warrants and consequently the value of the license is $1,743 and was determined using a Black-Scholes option pricing model.

On November 30, 2017, pursuant to entering into a non-revolving credit facility agreement, the Corporation issued the Seventh Warrants to the holder of the long-term debt. Further details concerning the credit facility are provided in note 10. The Seventh Warrants consist of 54,000,000 warrants from which 10,000,000 warrants were exercisable as of the date of the agreement and the remaining 44,000,000 warrants become exercisable as and if the Corporation draws upon the credit facility in increments of US$10 million; 5,000,000 warrants become exercisable for each US$10 million drawn on the first US$40 million tranche of the credit facility and 6,000,000 warrants become exercisable for each US$10 million drawn on the second US$40 million tranche of the credit facility. Each warrant gives the holder the right to acquire one common share at an exercise price of $1.70. The warrants expire on June 30, 2026. Although the warrants are issued and outstanding in the warrant table above, for accounting purposes, these warrants will be recognized and measured at the time they become exercisable.

As the Corporation drew an amount of US$10 million on the non-revolving credit facility on each of January 22, February 23, April 30, August 2, and September 21, 2018, the amounts received were allocated to the debt and the warrants based on their fair value at the time of the drawdown. The aggregate value of the proceeds attributed to the warrants that became exercisable on those dates was $9,988, which was recorded in equity.

Subsequent to the quarter ended September 30, 2018, a binding letter of intent was signed between the Corporation and the holder of the long-term debt to extend the maturity of the three OID loans and the CF which will result in the cancellation of 100,117,594 existing warrants (the Third to Seventh warrants) and issuance of new warrants (see note 18).

2017

On February 3, 2017, all of the 44,791,488 rights were exercised resulting in cash proceeds of $21,052 and a transfer from warrants and future investment rights to share capital of $6,542.

On April 27, 2017, pursuant to a financing for total proceeds of $25,010, the Corporation issued additional debt and the Sixth Warrants to the holder of the long-term debt. Further details concerning the debt issued are provided in note 10. The Sixth Warrants consist of 10,600,407 warrants, each giving the holder the right to acquire one common share at an exercise price of $3.70, paid either in cash or in consideration of the lender’s cancellation of an equivalent amount of the face value of an OID loan. The warrants expire on October 26, 2023. The value of the proceeds attributed to the warrants of $6,463 was recorded in warrants and future investment rights. The issuance cost related to the warrants, in the amount of $145, has been recorded against the deficit.

 

29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

As at September 30, 2018, the following warrants were outstanding:

 

     Number      Expiry date      Exercise price  
     277,910        September 2019      $ 6.39  
     1,000,000        September 2021        0.52  
     20,276,595        September 2021        0.77  
     16,723,807        July 2022        1.87  
     7,000,000        July 2022        3.00  
     11,793,380        July 2022        4.70  
     10,600,407        October 2023        3.70  
     4,000,000        January 2023        3.00  
     54,000,000        June 2026        1.70  
  

 

 

       

 

 

 
     125,672,099         $ 2.14  
  

 

 

       

 

 

 

 

30


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

14.

Non-controlling interests (“NCI”)

The interest in the subsidiaries for which the Corporation holds less than 100 % interest are as follows:

 

          Place of incorporation    Proportion of ownership  

Name of subsidiary

  

Segment activity

  

and operation

   interest held by the group  
               2018     2017  

Prometic Bioproduction Inc.

   Plasma-derived therapeutics    Quebec, Canada      100     87

Pathogen Removal and Diagnostic Technologies Inc.

   Bioseparations    Delaware, U.S.      77     77

NantPro Biosciences, LLC

   Plasma-derived therapeutics    Delaware, U.S.      73     73

In April 2018, the Corporation and the non-controlling shareholders of Prometic Bioproduction Inc. entered into an agreement whereby Prometic acquired the non-controlling shareholders 13% interest in the subsidiary in exchange for 4,712,422 common shares of the Corporation. Consequently, $15,278 was recognized in the deficit to reflect Prometic’s increase in the ownership of the subsidiary, representing the difference in value between the $3,629 of equity issued in payment of the 13% ownership acquired and $11,649 of total net liabilities attributed to the NCI at the date of the transaction that was derecognized from the statement of financial position.

The non-controlling interests balance on the consolidated statements of financial position and the losses allocated to non-controlling interests in the consolidated statements of operations, per subsidiary are as follows:

 

     September 30,      December 31,  
     2018      2017  

Consolidated statements of financial position:

     

Prometic Bioproduction Inc.

   $ —        $ (10,722

Pathogen Removal and Diagnostic Technologies Inc.

     (6,534      (5,901

NantPro Biosciences, LLC

     38,070        38,070  
  

 

 

    

 

 

 

Total non-controlling interests

   $ 31,536      $ 21,447  
  

 

 

    

 

 

 

 

     Quarter ended September 30,      Nine months ended September 30,  
     2018      2017      2018      2017  

Consolidated statements of operations:

           

Prometic Bioproduction Inc.

   $ —        $ (1,205    $ (926    $ (3,445

Pathogen Removal and Diagnostic Technologies Inc.

     (21      (19      (634      (702

NantPro Biosciences, LLC

     (407      (984      (2,609      (2,791
  

 

 

    

 

 

    

 

 

    

 

 

 

Total non-controlling interests

   $ (428    $ (2,208    $ (4,169    $ (6,938
  

 

 

    

 

 

    

 

 

    

 

 

 

The NantPro Biosciences, LLC non-controlling interest’s share in the funding of the subsidiary by Prometic was $2,609 for the nine months ended September 30, 2018 ($2,791 for the nine months ended September 30, 2017) and has been presented in the consolidated statements of changes in equity.

 

31


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

15.

Revenues

 

     Quarter ended September 30,      Nine months ended September 30,  
     2018      2017      2018      2017  

Revenues from the sale of goods

   $ 11,822      $ 3,880      $ 35,301      $ 10,982  

Milestone and licensing revenues

     —          19,724        —          19,724  

Revenues from the rendering of services

     445        169        1,024        1,050  

Rental revenue

     63        261        452        763  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 12,330      $ 24,034      $ 36,777      $ 32,519  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

16.

Segmented information

The Corporation’s three operating segments are Small molecule therapeutics, Plasma-derived therapeutics and Bioseparations.

a) Revenues and expenses by operating segments:

 

     Small                 Reconciliation        
     molecule     Plasma-derived           to statement        

For the quarter ended September 30, 2018

   therapeutics     therapeutics     Bioseparations     of operations     Total  

External revenues

   $ —       $ 6,187     $ 6,107     $ 36     $ 12,330  

Intersegment revenues

     —         7       —         (7     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     —         6,194       6,107       29       12,330  

Cost of sales and other production expenses

     —         5,536       3,758       (46     9,248  

Manufacturing and purchase cost of therapeutics used for R&D activities

     —         10,273       —         (22     10,251  

R&D - Other expenses

     4,166       8,071       1,616       1       13,854  

Administration, selling and marketing expenses

     958       2,598       741       1,925       6,222  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ (5,124   $ (20,284   $ (8   $ (1,829   $ (27,245

Gain on foreign exchange

             (1,301

Finance costs

             5,927  

Losses on extinguishments of liabilities

             1,278  

Share of losses of an associate

             22  
          

 

 

 

Net loss before income taxes

           $ (33,171
          

 

 

 

Other information

          

Depreciation and amortization

   $ 93     $ 932     $ 232     $ 88     $ 1,345  

Share-based payment expense

     254       293       66       544       1,157  

 

32


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

     Small                 Reconciliation        
     molecule     Plasma-derived           to statement        

For the quarter ended September 30, 2017

   therapeutics     therapeutics     Bioseparations     of operations     Total  

External revenues

   $ 19,724     $ 651     $ 3,626     $ 33     $ 24,034  

Intersegment revenues

     —         9       647       (656     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     19,724       660       4,273       (623     24,034  

Cost of sales and other production expenses

     533       1,694       2,472       (919     3,780  

Manufacturing and purchase cost of therapeutics used for R&D activities

     303       7,194       —         (343     7,154  

R&D - Other expenses

     4,622       8,976       1,917       606       16,121  

Administration, selling and marketing expenses

     1,158       3,546       647       2,302       7,653  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ 13,108     $ (20,750   $ (763   $ (2,269   $ (10,674

Loss on foreign exchange

             182  

Finance costs

             2,085  

Losses on extinguishments of liabilities

             4,191  
          

 

 

 

Net loss before income taxes

           $ (17,132
          

 

 

 

Other information

          

Depreciation and amortization

   $ 110     $ 779     $ 194     $ 102     $ 1,185  

Share-based payment expense

     465       716       134       1,440       2,755  
     Small                 Reconciliation        
     molecule     Plasma-derived           to statement        

For the nine months ended September 30, 2018

   therapeutics     therapeutics     Bioseparations     of operations     Total  

External revenues

   $ —       $ 21,148     $ 15,523     $ 106     $ 36,777  

Intersegment revenues

     —         21       319       (340     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     —         21,169       15,842       (234     36,777  

Cost of sales and other production expenses

     —         22,067       8,553       (200     30,420  

Manufacturing and purchase cost of therapeutics used for R&D activities

     1,751       26,565       —         (146     28,170  

R&D - Other expenses

     11,647       25,694       5,013       1       42,355  

Administration, selling and marketing expenses

     2,770       8,317       2,243       7,539       20,869  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ (16,168   $ (61,474   $ 33     $ (7,428   $ (85,037

Loss on foreign exchange

             768  

Finance costs

             15,502  

Losses on extinguishments of liabilities

             1,278  

Share of losses of an associate

             22  
          

 

 

 

Net loss before income taxes

           $ (102,607
          

 

 

 

Other information

          

Depreciation and amortization

   $ 350     $ 2,724     $ 727     $ 255     $ 4,056  

Share-based payment expense

     579       789       190       1,425       2,983  

 

33


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

     Small                  Reconciliation        
     molecule      Plasma-derived           to statement        

For the nine months ended September 30, 2017

   therapeutics      therapeutics     Bioseparations     of operations     Total  

External revenues

   $ 19,724      $ 2,065     $ 10,664     $ 66     $ 32,519  

Intersegment revenues

     —          27       1,459       (1,486     —    
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     19,724        2,092       12,123       (1,420     32,519  

Cost of sales and other production expenses

     533        2,895       5,893       (1,600     7,721  

Manufacturing and purchase cost of therapeutics used for R&D activities

     1,414        22,807       —         (427     23,794  

R&D - Other expenses

     12,559        29,780       5,448       609       48,396  

Administration, selling and marketing expenses

     2,792        9,272       1,925       8,671       22,660  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ 2,426      $ (62,662   $ (1,143   $ (8,673   $ (70,052

Loss on foreign exchange

              701  

Finance costs

              5,326  

Losses on extinguishments of liabilities

              4,191  
           

 

 

 

Net loss before income taxes

            $ (80,270
           

 

 

 

Other information

           

Depreciation and amortization

   $ 310      $ 2,057     $ 636     $ 263     $ 3,266  

Share-based payment expense

     1,017        1,552       291       3,231       6,091  

During the quarter ended September 30, 2018, the Corporation corrected the allocation of R&D expenses between the Manufacturing and purchase cost of therapeutics and Other expenses within the Small molecule segment. Previously, no amounts had been presented in the Manufacturing and purchase cost of therapeutics. The total segment loss presented during the first and second quarters of 2018 remains unchanged and the above tables for the quarter and the nine months ended September 30, 2018 reflect the correction. The restated R&D figures for the previous 2018 quarters are as follows:

 

     Quarter ended
March 31, 2018
     Quarter ended
June 30, 2018
     Six months ended
June 30, 2018
 

Manufacturing and purchase cost of therapeutics used for R&D activities

   $ 684      $ 1,067      $ 1,751  

Other research and development expenses

     4,266        3,215        7,481  
  

 

 

    

 

 

    

 

 

 

Total research and development expenses

   $ 4,950      $ 4,282      $ 9,232  
  

 

 

    

 

 

    

 

 

 

 

34


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

b) Revenues by location

 

     Quarter ended September 30,      Nine months ended September 30,  
     2018      2017      2018      2017  

United States

   $ 7,846      $ 459      $ 22,072      $ 665  

Switzerland

     1,365        850        4,639        4,538  

Austria

     631        1,392        2,733        1,439  

South Korea

     —          189        2,657        278  

Canada

     249        685        1,256        2,023  

Sweden

     1,188        —          1,188        —    

Netherlands

     374        570        1,114        2,568  

United Kingdom

     123        8        465        826  

Germany

     268        1        298        294  

Norway

     260        —          260        —    

India

     16        127        77        133  

China

     —          19,724        4        19,724  

Other countries

     10        29        14        31  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 12,330      $ 24,034      $ 36,777      $ 32,519  
  

 

 

    

 

 

    

 

 

    

 

 

 

Revenues are attributed to countries based on the location of customers.

The Corporation derives significant revenues from certain customers. During the nine months ended September 30, 2018, there was two customers in the Plasma-derived therapeutics segment who accounted for 54% (38% and 16% respectively) of total revenues and two customers in the Bioseparations segment who accounted for 24% (13% and 11% respectively) of total revenues. For the nine months ended September 30, 2017, there was one customer in the Small molecule therapeutics segment that accounted for 61% of total revenues and two customers in the Bioseparations segment that accounted for 23% (15% and 8% respectively) of total revenues.

 

17.

Comparative information

Certain of the prior period figures have been reclassified to conform to the current presentation.

 

35


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2018

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

18.

Subsequent event

On October 29, 2018, the Corporation signed a binding letter of intent to extend the maturity date of the US$80 million CF from November 30, 2019 to September 30, 2024 and all three OID loans from July 31, 2022 to September 30, 2024. Interest on amounts outstanding on the CF will continue to be payable quarterly at an annual rate of 8.5% during the period of the extension. As of July 31, 2022, the OID loans will be restructured into cash paying loans bearing interest at an annual rate of 10%, payable quarterly. The outstanding face values of the OID loans at that date will become the principal amounts of the restructured loans. As additional consideration for the extension of the maturity dates, Prometic will cancel 100,117,594 existing warrants and grant new warrants to SALP, bearing a term of 8 years and exercisable at a per share price equal to $1.00. The exact number of warrants to be granted will be set at a number that will result in SALP having a 19.99% fully-diluted ownership level in Prometic upon grant of the warrants to be issued no later than December 27, 2018. The Corporation has not yet finalized the amounts to be recorded for this transaction.

 

36

Exhibit 99.24

 

LOGO

Condensed interim consolidated financial statements of

Prometic Life Sciences Inc.

For the quarter ended March 31, 2019

(unaudited)

 

1


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In thousands of Canadian dollars) (Unaudited)

 

     March 31,
2019
    December 31,
2018
 

ASSETS (note 13)

    

Current assets

    

Cash

   $ 9,056     $ 7,389  

Accounts receivable (note 3)

     11,653       11,882  

Income tax receivable

     8,095       8,091  

Inventories (note 4)

     10,838       12,028  

Prepaids

     2,549       1,452  
  

 

 

   

 

 

 

Total current assets

     42,191       40,842  

Long-term income tax receivable

     115       117  

Other long-term assets (note 5)

     414       411  

Capital assets (note 6)

     39,685       41,113  

Right-of-use assets (note 7)

     37,944       —    

Intangible assets (note 8)

     19,683       19,803  

Deferred tax assets

     606       606  
  

 

 

   

 

 

 

Total assets

   $ 140,638     $ 102,892  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Accounts payable and accrued liabilities (note 10)

   $ 29,376     $ 31,855  

Deferred revenues

     516       507  

Current portion of lease liabilities (note 11)

     9,593       —    

Warrant liability (note 12)

     1,522       157  

Current portion of long-term debt (note 13)

     3,328       3,211  
  

 

 

   

 

 

 

Total current liabilities

     44,335       35,730  

Long-term portion of deferred revenues

     170       170  

Long-term portion of lease liabilities (note 11)

     33,532       —    

Long-term portion of operating and finance lease inducements and obligations

     —         1,850  

Other long-term liabilities (note 14)

     3,751       5,695  

Long-term debt (note 13)

     142,911       122,593  
  

 

 

   

 

 

 

Total liabilities

   $ 224,699     $ 166,038  
  

 

 

   

 

 

 

EQUITY

    

Share capital (note 16a)

   $ 589,602     $ 583,117  

Contributed surplus (note 16b)

     23,455       21,923  

Warrants (note 16c)

     95,296       95,296  

Accumulated other comprehensive loss

     (1,175     (1,252

Deficit

     (784,099     (755,688
  

 

 

   

 

 

 

Deficiency attributable to owners of the parent

     (76,921     (56,604

Non-controlling interests (note 17)

     (7,140     (6,542
  

 

 

   

 

 

 

Total deficiency

     (84,061     (63,146
  

 

 

   

 

 

 

Total liabilities and equity

   $ 140,638     $ 102,892  
  

 

 

   

 

 

 

Subsequent event (note 20)

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

2


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of Canadian dollars except for per share amounts) (Unaudited)

 

Quarters ended March 31,

   2019     2018  

Revenues (note 18)

   $ 8,233     $ 4,292  

Expenses

    

Cost of sales and other production expenses (note 4)

     4,352       4,766  

Research and development expenses

     19,192       22,416  

Administration, selling and marketing expenses

     7,644       7,703  

Loss (gain) on foreign exchange

     (1,783     1,111  

Finance costs

     7,353       4,243  

Loss on extinguishments of liabilities (note 16)

     80       —    

Change in fair value of financial instruments measured at fair value through profit or loss (note 12)

     229       —    
  

 

 

   

 

 

 

Net loss before income taxes

   $ (28,834   $ (35,947
  

 

 

   

 

 

 

Income tax recovery:

    

Current

     —         (1

Deferred

     —         (1,331
  

 

 

   

 

 

 
     —         (1,332
  

 

 

   

 

 

 

Net loss

   $ (28,834   $ (34,615
  

 

 

   

 

 

 

Net loss attributable to:

    

Owners of the parent

     (28,136     (31,671

Non-controlling interests (note 17)

     (698     (2,944
  

 

 

   

 

 

 
   $ (28,834   $ (34,615
  

 

 

   

 

 

 

Loss per share

    

Attributable to the owners of the parent

    

Basic and diluted

   $ (0.04   $ (0.04
  

 

 

   

 

 

 

Weighted average number of outstanding shares (in thousands)

     734,248       711,697  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

3


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands of Canadian dollars) (Unaudited)

 

Quarters ended March 31,

   2019     2018  

Net loss

   $ (28,834   $ (34,615

Other comprehensive income

    

Items that may be subsequently reclassified to profit and loss:

    

Change in unrealized foreign exchange differences on translation of financial statements of foreign subsidiaries

     77       1,315  
  

 

 

   

 

 

 

Total comprehensive loss

   $ (28,757   $ (33,300
  

 

 

   

 

 

 

Total comprehensive loss attributable to:

    

Owners of the parent

     (28,059     (30,356

Non-controlling interests

     (698     (2,944
  

 

 

   

 

 

 
   $ (28,757   $ (33,300
  

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

4


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands of Canadian dollars) (Unaudited)

 

     Equity (deficiency) attributable to owners of the parent                
                          Foreign                            
                          currency                  Non-         
     Share      Contributed             translation                  controlling      Total equity  
     capital      surplus      Warrants      reserve    Deficit      Total      interests      (deficiency)  
     $      $      $     

$

   $      $      $      $  

Balance at January 1, 2018

     575,150        16,193        73,944      (1,622)      (541,571      122,094        21,447        143,541  

Net loss

     —          —          —        —        (31,671      (31,671      (2,944      (34,615

Foreign currency translation reserve

     —          —          —        1,315      —          1,315        —          1,315  

Issuance of shares (note 16a)

     1,960        —          —        —        —          1,960        —          1,960  

Share-based payments expense (note 16b)

     —          1,120        —        —        —          1,120        —          1,120  

Exercise of stock options (note 16b)

     437        (177      —        —        —          260        —          260  

Issuance of warrants (note 16c)

     —          —          7,313      —        —          7,313        —          7,313  

Share and warrant issuance cost

     —          —          —        —        (32      (32      —          (32

Effect of funding arrangements

                       

on non-controlling interests (note 17)

     —          —          —        —        (1,655      (1,655      1,655        —    
  

 

 

    

 

 

    

 

 

    

 

  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at March 31, 2018

     577,547        17,136        81,257      (307)      (574,929      100,704        20,158        120,862  
  

 

 

    

 

 

    

 

 

    

 

  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at January 1, 2019

     583,117        21,923        95,296      (1,252)      (755,688      (56,604      (6,542      (63,146

Net loss

     —          —          —        —        (28,136      (28,136      (698      (28,834

Foreign currency translation reserve

     —          —          —        77      —          77        —          77  

Issuance of shares (note 16a)

     6,485        —          —        —        —          6,485        —          6,485  

Share-based payments expense (note 16b)

     —          1,532        —        —        —          1,532        —          1,532  

Share issuance cost

     —          —          —        —        (175      (175      —          (175

Effect of funding arrangements on non-controlling interests (note 17)

     —          —          —        —        (100      (100      100        —    
  

 

 

    

 

 

    

 

 

    

 

  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at March 31, 2019

     589,602        23,455        95,296      (1,175)      (784,099      (76,921      (7,140      (84,061
  

 

 

    

 

 

    

 

 

    

 

  

 

 

    

 

 

    

 

 

    

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

5


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of Canadian dollars) (Unaudited)

 

Quarters ended March 31,

   2019     2018  

Cash flows used in operating activities

    

Net loss for the period

   $ (28,834   $ (34,615

Adjustments to reconcile net loss to cash flows used in operating activities:

    

Finance costs and foreign exchange

     5,796       4,814  

Change in operating inducements and obligations

     —         (1,141

Carrying value of capital and intangible assets disposed

     132       72  

Change in fair value of financial instruments measured at fair value through profit or loss (note 12)

     229       —    

Change in other long-term assets

     —         (264

Loss on extinguishments of liabilities (note 16a)

     80       —    

Deferred income taxes

     —         (1,331

Share-based payments expense (note 16b)

     1,532       1,120  

Depreciation of capital assets (note 6)

     925       1,037  

Depreciation of right-of-use assets (note 7)

     1,211       —    

Amortization of intangible assets (note 8)

     299       245  
  

 

 

   

 

 

 
     (18,630     (30,063

Change in non-cash working capital items

     1,103       (2,417
  

 

 

   

 

 

 
   $ (17,527   $ (32,480
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from share issuances (note 16a)

     4,351       —    

Proceeds from debt and warrant issuances (notes 12,13, and 16c)

     19,859       25,155  

Repayment of principal on long-term debt (note 13)

     (165     (1,361

Repayment of interest on long-term debt (note 13)

     (2,182     —    

Exercise of options (note 16b)

     —         260  

Payments of principal on lease liabilities (note 11)

     (947     —    

Payment of interest on lease liabilities (note 11)

     (316     —    

Debt, share and warrants issuance costs

     (126     (131

Payments of principal under finance leases

     —         (46
  

 

 

   

 

 

 
   $ 20,474     $ 23,877  
  

 

 

   

 

 

 

Cash flows used in investing activities

    

Additions to capital assets

     (820     (727

Additions to intangible assets

     (421     (311

Interest received

     14       32  
  

 

 

   

 

 

 
   $ (1,227   $ (1,006
  

 

 

   

 

 

 

Net change in cash during the period

     1,720       (9,609

Net effect of currency exchange rate on cash

     (53     312  

Cash, beginning of period

     7,389       23,166  
  

 

 

   

 

 

 

Cash, end of period

   $ 9,056     $ 13,869  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

6


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

1.

Nature of operations and going concern

Prometic Life Sciences Inc. (“Prometic” or the “Corporation”), incorporated under the Canada Business Corporations Act, is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF), biopharmaceutical Corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (Small molecule therapeutics) stems from the insights into the interaction of two receptors which Prometic believes are at the core of how the body heals: our lead small molecule drug candidate PBI 4050, modulates these to promote tissue regeneration and scar resolution as opposed to fibrosis. The second drug discovery and development platform (Plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen) (“Ryplazim”). The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals.

The Corporation’s head office is located at 440, Boul. Armand-Frappier, suite 300, Laval, Québec, Canada, H7V 4B4. Prometic has Research and Development (“R&D”) facilities in the U.K., the U.S. and Canada, manufacturing facilities in the Isle of Man and Canada and business development activities in Canada, the U.S, Europe and Asia.

The unaudited condensed interim consolidated financial statements for the quarter ended March 31, 2019 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) on a going concern basis, which presumes the Corporation will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the ordinary course of business. The use of this assumption may not be appropriate as Prometic’s main activities continue to be in the R&D stage and during the quarter ended March 31, 2019, the Corporation incurred a net loss of $28.8 million and used $17.5 million in cash for its operating activities.

On April 23, 2019, Prometic closed an equity financing for gross proceeds of $75,000 and completed a debt restructuring with its principal lender Structured Alpha (“SALP”) whereby most of its long-term debt has been converted into common shares of the Corporation, leaving debts totalling $10,988 in principal which includes $10,000 and $988 in SALP and third party debt, respectively). These transactions have significantly improved the financial situation of Prometic. Nonetheless, the Corporation needs additional sources of financing to ensure it has sufficient funds to continue its operations for a period extending beyond a year. The Corporation has announced it will proceed with a rights offering in May 2019 which could bring additional gross proceeds of $75,000. The Corporation also continues to be in licensing discussions with potential partners as it also continues to work towards refiling its Biological License Application (“BLA”) of its most advanced product, RyplazimTM. Despite the Corporation’s efforts to obtain the necessary funding and improve profitability of its operations, there can be no assurance of its access to further funding.

These circumstances indicate the existence of a material uncertainty that may cast significant doubt about the Corporation’s ability to continue as a going concern. These unaudited condensed interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Corporation be unable to continue as a going concern. Such adjustments could be material.

 

 

7


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

 

2.

Significant accounting policies

 

a)

Accounting framework

These unaudited condensed interim consolidated financial statements (“interim financial statements”) for the quarter ended March 31, 2019 have been prepared in accordance with IAS 34, Interim financial reporting. Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with IFRS, as issued by the International Accounting Standards Board (“IASB”), have been omitted or condensed. These interim financial statements should therefore be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2018, which have been prepared in accordance with IFRS and which can be found at www.sedar.com.

These interim financial statements were approved for issue on May 8, 2019 by the Corporation’s Board of Directors.

 

b)

Adoption of new accounting standards

The accounting policies used in these condensed interim consolidated financial statements are consistent with those applied by the Corporation in its December 31, 2018 audited annual consolidated financial statements except for the amendments to certain accounting standards which are relevant to the Corporation and were adopted by the Corporation as of January 1, 2019 as described below.

IFRS 16, Leases (“IFRS 16”)

IFRS 16 replaces IAS 17, Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, unless the lease term is less than 12 months, or the underlying asset has a low value. IFRS 16 substantially carries forward the lessor accounting in IAS 17 with the distinction between operating leases and finance leases being retained.

Effective January 1, 2019, the Corporation adopted IFRS 16 using the modified retrospective approach and accordingly the information presented for 2018 has not been restated. The cumulative effect of initially applying the standard is recognized at the date of initial application. The current and long-term portions of operating and finance lease inducements and obligations presented in the statement of financial position at December 31, 2018, reflect the accounting treatment under IAS 17 and related interpretations.

The Corporation elected to use the transitional practical expedient allowing the standard to be applied only to contracts that were previously identified as leases under IAS 17 and IFRIC 4, Determining whether an arrangement contains a lease at the date of initial application. The Corporation applied the definition of a lease under IFRS 16 to contracts entered into or changed on or after January 1, 2019.

 

8


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

The Corporation also elected to record right-of-use assets for leases previously classified as operating leases under IAS 17 based on the corresponding lease liability, adjusted for prepaids or liabilities existing at the date of the transition that relate to the lease. When measuring lease liabilities, the Corporation discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted average discount rate applied to the total lease liabilities recognized on transition was 18.54%. For leases that were previously classified as finance leases under IAS 17, the carrying amount of the right-of-use asset and the lease liability at the date of adoption was established as the carrying amount of the lease asset classified in capital assets and the finance lease obligation at December 31, 2018. These assets and liabilities are grouped under right-of-use assets and lease liabilities as of January 1, 2019 and IFRS 16 applies to these leases as of that date.

In addition, the Corporation elected to apply the practical expedient to account for leases for which the lease term ends within 12 months of the date of initial application as short-term leases for which it is not required to recognize a right-of-use asset and a corresponding lease liability. The Corporation also elected to not apply IFRS 16 when the underlying asset in a lease is of low value.

The Corporation has elected, for the class of assets related to the lease of building space, not to separate non-lease components from lease components, and instead account for each lease component and any associated non-lease components as a single lease component.

The table below shows which line items of the consolidated financial statements were affected by the adoption of IFRS 16 and the impact. There was no net impact on the deficit.

 

     As reported as at
December 31, 2018
     Adjustments
for the transition
to IFRS 16
     Balance as at
January 1, 2019
 

Assets

        

Prepaids

   $ 1,452      $ (84    $ 1,368  

Capital assets (note 6)

     41,113        (1,043      40,070  

Right-of-use assets (note 7)

     —          39,149        39,149  

Liabilities

        

Accounts payable and accrued liabilities (note 10)

   $ 31,855      $ (2,499    $ 29,356  

Current portion of lease liabilities (note 11)

     —          8,575        8,575  

Long-term portion of lease liabilities (note 11)

     —          34,126        34,126  

Long-term portion of operating and finance lease inducements and obligations

     1,850        (1,850      —    

Other long-term liabilities (note 14)

     5,695        (330      5,365  
  

 

 

    

 

 

    

 

 

 

Prior to adopting IFRS 16, the total minimum operating lease commitments as at December 31, 2018 were $74,977. The decrease between the total of the minimum lease payments set out in Note 29 of the audited annual consolidated financial statements for the year ended December 31, 2018 and the total lease liabilities recognized on adoption of $42,701 was principally due to the effect of discounting on the minimum lease payments. The amount also decreased slightly due to the fact that certain costs that are contractually committed under lease contracts, but which do not qualify to be accounted for as a lease liability, such as variable lease payments not tied to an index or rate, were previously included in the lease commitment table whereas they are not included in the calculation of the lease liabilities. These impacts were partially offset by the inclusion of lease payments beyond minimum commitments relating to reasonably certain renewal periods that had not yet been exercised as at December 31, 2018 which effect is to increase the liability. Right-of-use assets at transition have been measured at an amount equal to the corresponding lease liabilities, adjusted for any prepaid or accrued rent relating to that lease.

 

9


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

The consolidated statement of operations for the quarter ended March 31, 2019 was impacted by the adoption of IFRS 16 as the recording of depreciation of the right-of-use assets continues to be recorded in the same financial statement line items as it was previously while the implicit financing component of leasing agreements is now recorded under finance costs. The impact is not simply in the form of a reclass but also in terms of measurement, which are very much affected by the discount rates used and whether the Corporation has included renewal periods when calculating the lease liability.

The consolidated cash flow statement for the quarter ended March 31, 2019 was also impacted since the cash flows attributable to the lease component of the lease agreements are now shown as payments of principal and interest on lease liabilities which are now part of cash flows from financing activities.

Management is not able to quantify these differences since it did not restate the 2018 consolidated financial statements and therefore does not have the comparative data.

 

c)

Accounting policies not disclosed in the December 31, 2018 consolidated financial statements

Following the adoption of IFRS 16, the Corporation has established the following accounting policies pertaining to leases that are applicable as of January 1, 2019.

Leases

At the inception of a contract, the Corporation assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Right-of-use assets

The Corporation recognises a right-of-use asset at the commencement date of a lease which is when the date at which the underlying asset is available for use. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Corporation is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use asset is depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.

 

10


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

Lease liabilities

At the commencement date of a lease, the Corporation recognizes a lease liability measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Corporation and payments of penalties for terminating a lease, if the lease term reflects the Corporation exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Corporation uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of a lease liability is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of a lease liability is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment whether the underlying asset will be purchased.

Short-term leases and leases of low-value assets

The Corporation applies the short-term lease recognition exemption to leases of 12 months or less. It also applies the lease of low-value assets recognition exemption for lease that are considered of low value i.e. below seven thousand dollars. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.

 

d)

Significant judgments and critical accounting estimates

The preparation of the interim consolidated financial statements requires the use of judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. The uncertainty that is often inherent in estimates and assumptions could result in material adjustments to assets or liabilities affected in future periods. As a result of the application of IFRS 16 Leases, the Corporation has modified its disclosure on significant judgments relating to lease liabilities. The other significant accounting judgments and critical accounting estimates applied by the Corporation, disclosed in the consolidated financial statements for the year ended December 31, 2018, remain unchanged.

Leases - The Corporation determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain that this option will not be exercised.

The Corporation has the option, under some of its leases to lease the assets for additional terms of up to fifteen years. The Corporation applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Corporation reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew.

 

11


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

The Corporation included the renewal period as part of the lease term for a manufacturing plant lease which it estimated it is reasonably certain to exercise the option to renew due to the importance of this asset to its operations, the limited availability on the market of a similar asset with similar rental terms and the related cost of moving the production equipment to another facility.

 

3.

Accounts receivable

 

     March 31,
2019
     December 31,
2018
 

Trade receivables

   $ 6,158      $ 7,051  

Tax credits and government grants receivable

     4,029        3,737  

Sales taxes receivable

     913        774  

Other receivables

     553        320  
  

 

 

    

 

 

 
   $ 11,653      $ 11,882  
  

 

 

    

 

 

 
  

 

 

    

 

 

 

 

4.

Inventories

 

     March 31,
2019
     December 31,
2018
 

Raw materials

   $ 5,453      $ 5,428  

Work in progress

     3,326        3,740  

Finished goods

     2,059        2,860  
  

 

 

    

 

 

 
   $ 10,838      $ 12,028  
  

 

 

    

 

 

 
  

 

 

    

 

 

 

Inventories in the amount of $3,355 were recognized as cost of sales and other production expenses during the quarter ended March 31, 2019, ($2,315 for the quarter ended March 31, 2018). Inventory write-downs of $414 were recorded during the quarter ended March 31, 2019 ($1,695 for the quarter ended March 31, 2018).

 

12


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

5.

Other long-term assets

 

     March 31,
2019
     December 31,
2018
 

Restricted cash

   $ 240      $ 245  

Long-term deposits

     150        142  

Equity investments in scope of IFRS 9

     24        24  
  

 

 

    

 

 

 
   $ 414      $ 411  
  

 

 

    

 

 

 

 

13


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

6.

Capital assets

 

     Land and
Buildings
     Leasehold
improvements
    Production
and laboratory
equipment
    Furniture and
computer
equipment
    Total  

Cost

           

Balance at December 31, 2018

   $  4,567      $ 16,034     $ 38,885     $  3,786     $ 63,272  

Impact of adopting IFRS 16 1)

     —          —         (1,170     —         (1,170
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2019

     4,567        16,034       37,715       3,786       62,102  

Additions

     —          520       36       17       573  

Disposals

     —          —         —         (12     (12

Effect of foreign exchange differences

     —          (25     (3     2       (26
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2019

   $ 4,567      $ 16,529     $ 37,748     $ 3,793     $ 62,637  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated depreciation

           

Balance at December 31, 2018

   $ 414      $ 4,421     $ 15,071     $ 2,253     $ 22,159  

Impact of adopting IFRS 16 1)

     —          —         (127     —         (127
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2019

     414        4,421       14,944       2,253       22,032  

Depreciation expense

     48        161       549       167       925  

Disposals

     —          —         —         (12     (12

Effect of foreign exchange differences

     —          3       4       —         7  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2019

   $ 462      $ 4,585     $ 15,497     $ 2,408     $ 22,952  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Carrying amounts

           

At March 31, 2019

   $ 4,105      $ 11,944     $ 22,251     $ 1,385     $ 39,685  

At January 1, 2019

     4,153        11,613       22,771       1,533       40,070  

At December 31, 2018

     4,153        11,613       23,814       1,533       41,113  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

1) 

The balance of fixed assets capitalized as finance lease assets under IAS 17 where transferred to right-of-use assets upon adoption of IFRS 16 (note 2).

As at March 31, 2019, there are $8,087 and $7,086 of production and laboratory equipment and leasehold improvements, respectively, net of government grants, that are not yet available for use and for which depreciation has not started ($8,322 and $6,610 as of December 31, 2018).

 

14


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

7.

Right-of-use assets

 

     Buildings      Production
and laboratory
equipment
     Computer
equipment
     Total  

Cost

           

Transfer from capital assets on adoption of IFRS 16 (note 6)

   $ —        $ 1,170      $ —        $ 1,170  

Initial recognition of assets under operating leases on adoption of IFRS 16

     37,552        460        94        38,106  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at January 1, 2019

     37,552        1,630        94        39,276  

Effect of foreign exchange differences

     5        —          —          5  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at March 31, 2019

   $  37,557      $ 1,630      $ 94      $ 39,281  
  

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated depreciation

           

Transfer from capital assets on adoption of IFRS 16 (note 6)

   $ —        $ 127      $ —        $ 127  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at January 1, 2019

     —          127        —          127  

Depreciation expense

     1,053        148        10        1,211  

Effect of foreign exchange differences

     —          (1      —          (1
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at March 31, 2019

   $ 1,053      $ 274      $ 10      $ 1,337  
  

 

 

    

 

 

    

 

 

    

 

 

 

Carrying amounts

           

At March 31, 2019

   $ 36,504      $ 1,356      $ 84      $ 37,944  

At January 1, 2019

     37,552        1,503        94        39,149  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

8.

Intangible assets

 

     Licenses and
other rights
     Patents      Software      Total  

Cost

           

Balance at January 1, 2019

   $  160,782      $ 6,997      $ 3,286      $ 171,065  

Additions

     —          129        181        310  

Disposals

     —          (494      —          (494

Effect of foreign exchange differences

     —          3        —          3  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at March 31, 2019

   $ 160,782      $ 6,635      $ 3,467      $ 170,884  
  

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated amortization

           

Balance at January 1, 2019

   $ 147,356      $ 2,838      $ 1,068      $ 151,262  

Amortization expense

     102        101        96        299  

Disposals

     —          (362      —          (362

Effect of foreign exchange differences

     1        1        —          2  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at March 31, 2019

   $ 147,459      $ 2,578      $ 1,164      $ 151,201  
  

 

 

    

 

 

    

 

 

    

 

 

 

Carrying amounts

           

At March 31, 2019

   $ 13,323      $ 4,057      $ 2,303      $ 19,683  

At December 31, 2018

     13,426        4,159        2,218        19,803  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

15


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

9.

Investment in an associate

In February 2019, the Corporation decided that it was no longer part of its strategy to pursue the development of Inter-alpha Inhibitor proteins and has undertaken discussions with ProThera Biologics, Inc. (“ProThera”) to terminate the various corporate and commercial agreements it has in place with ProThera. The Corporation determined that, from that point on, it no longer had significant influence over Prothera and therefore changed its accounting for its investment in ProThera’s common shares as an investment in an associate to that of a financial asset at fair value through profit and loss. The fair value of such financial asset was evaluated at $nil both in February and March 2019. Consequently, any future transactions between the Corporation and ProThera will no longer be disclosed as related party transaction.

 

10.

Accounts payable and accrued liabilities

 

     March 31,
2019
     December 31,
2018
 

Trade payables

   $ 22,367      $ 21,097  

Wages and benefits payable

     3,976        1,975  

Current portion of operating and finance lease inducements and obligations

     —          5,844  

Current portion of settlement fee payable (note 14)

     106        102  

Current portion of royalty payment obligations (note 14)

     37        68  

Current portion of license acquisition payment obligation (note 14)

     1,335        1,363  

Current portion of other employee benefit liabilities (note 14)

     1,555        1,406  
  

 

 

    

 

 

 
   $ 29,376      $ 31,855  
  

 

 

    

 

 

 

 

11.

Lease liabilities

 

Transfer of finance leases from operating and finance lease inducements and obligations

   $ 846  

Initial recognition of lease liabilities under operating leases on adoption of IFRS 16

     41,855  
  

 

 

 

Balance at January 1, 2019

   $  42,701  

Interest expense

     1,788  

Payments

     (1,263

Effect of foreign exchange differences

     (101
  

 

 

 

Balance at March 31, 2019

   $ 43,125  

Less current portion of lease liabilities

     9,593  
  

 

 

 

Long-term portion of lease liabilities

   $ 33,532  
  

 

 

 

Interest expense on lease liabilities for the quarter ended March 31, 2019 was 1,788 and is included as part of finance costs in the consolidated statement of operations.

 

16


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

12.

Warrant liability

As consideration for the modification of the terms of the loan agreements on November 14, 2018 (note 13), the Corporation had a commitment to issue warrants (“Warrants #9”) to the holder of the long-term debt on or before March 20, 2019. The exact number of warrants to be issued was based on the number of warrants necessary to increase the ownership of the holder of the long-term debt to 19.99% on a fully diluted basis at the date of issuance.

On February 22, 2019, the Corporation further amended the fourth loan agreement with the addition of two tranches, one of US$10 million and another one of US$5 million, that were drawn on February 22, 2019 and March 22, 2019, respectively. As consideration for the modification to the fourth loan agreement, the Corporation amended the terms applicable at the time of issuance of Warrants #9 to reduce the originally agreed exercise price from $1.00 to $0.15636 per preferred share and to grant the Warrants #9 concurrently with the modification. Accordingly, the Corporation granted 19,401,832 warrants on February 22, 2019. Each warrant entitles the holder to acquire one preferred share (note 16c) at a price of $0.15636 per preferred share and will expire on February 22, 2027. The Warrants #9 does not meet the definition of an equity instrument since the underlying preferred shares qualify as a liability instrument, and therefore they must be accounted for as a financial instrument carried at fair value through profit or loss.

The change in fair value of the warrant liability between December 31, 2018 and prior to its modification on February 22, 2019, in the amount of $218 was recorded in the consolidated statement of operations. The Corporation recorded the increase in fair value of the warrants of $1,137 resulting from the reduction of the exercise price of Warrants #9 on February 22, 2019 against the two additional tranches of the credit facility, treating the increase as financing fees. The change in fair value of the warrant liability after the modification between February 22, 2019 and March 31, 2019 of $11 was recorded in the consolidated statements of operations. The estimated fair value of these warrants at March 31, 2019 was $1,522.

The fair values of Warrants #9 on the various date were calculated using a Black-Scholes option pricing model with the assumptions provided in the table below. In order to estimate the fair value of the underlying preferred share, the Corporation has used the market price of Prometic’s common shares at the measurement date, discounted for the fact that the preferred shares are illiquid. The value of the discount was calculated using a European put option model to sell a common share of Prometic at the price of $1.00 or $0.15636 per share in 20 years.

 

     March 31,
2019
    February 22,
2019
    December 31,
2018
 

Underlying preferred share fair value

     0.16       0.15       0.13  

Number of warrants issued on February 22, 2019

     19,401,832       19,401,832       14,088,498  

Volatility

     46.3     48.1     44.5

Risk-free interest rate

     1.56     1.84     2.82

Remaining life until expiry

     7.9       8.0       7.9  

Expected dividend rate

     —         —         —    
  

 

 

   

 

 

   

 

 

 

 

17


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

13.

Long-term debt

The transactions during the quarter ended March 31, 2019 and the carrying value of the long-term debt at March 31, 2019 were as follows:

 

     2019  

Balance at January 1,

   $  125,804  

Stated and accreted interest

     5,484  

Repayment of principal on long-term debt

     (165

Repayment of stated interest on long-term debt

     (2,182

Drawdown on Credit Facility

     18,677  

Foreign exchange revaluation on Credit Facility balance

     (1,379
  

 

 

 

Balance at March 31,

   $ 146,239  
  

 

 

 

 

18


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

At March 31, 2019, the carrying amount of the debt comprised the following loans:

 

     March 31,
2019
 

OID loan having a face value of $61,704 maturing on September 30, 2024 with an effective interest rate of 20.06% 1) 2)

   $ 28,476  

OID loan having a face value of $17,255 maturing on September 30, 2024 with an effective interest rate of 20.06% 1) 2)

     7,963  

OID loan having a face value of $30,593 maturing on September 30, 2024 with an effective interest rate of 20.06% 1) 2)

     14,118  

US dollars Credit Facility draws of US$95 million ($126,797), expiring on September 30, 2024 bearing stated interest of 8.5% per annum (effective interest rate of 17.45 %) 1)

     94,719  

Non-interest bearing government term loan having a principal amount of $988 repayable in equal monthly installments of $82 until January 31, 2020 with an effective interest rate of 8.8%

     963  
  

 

 

 
   $ 146,239  

Less current portion of long-term debt

     (3,328
  

 

 

 

Long-term portion of long-term debt

   $ 142,911  
  

 

 

 

 

1)

The loans are secured by all the assets of the Corporation and require that certain covenants be respected including maintaining an adjusted working capital ratio.

2)

On July 31, 2022, the OID loans will be converted into cash paying loans bearing interest at an annual rate of 10%, payable quarterly.

On February 22, 2019, the Corporation amended the fourth loan agreement (“Credit Facility”) with the addition of two tranches of US$10 million and US$5 million which the Corporation drew on February 22 and March 22, 2019, respectively. Those two tranches bear interest at an annual rate of 8.5% payable quarterly. Concurrently with the amendment, the Corporation agreed to reduce the exercise price of Warrants #9 from $1.00 to $0.15636 per preferred share and to immediately issue those warrants (note 12). The incremental fair value of the warrant liability of $1,137 was recognized as deferred financing fees related to the additional two tranches received. The Corporation recorded the credit facility draws on February 22, 2019 and March 22, 2019 at its fair value at the transaction date less the associated transaction costs and deferred financing fees of $45 and $1,137 respectively, for a net amount of $18,677.

As at March 31, 2019, the Corporation was not in breach of its covenants under its credit facilities, as a result of a waiver obtained in March 2019, wherein the holder of the long-term debt confirmed that the breached covenants will not be deemed to constitute an event of default. The holder of the long-term debt also agreed to defer the payment of interest that was originally due under the terms of the existing Credit Facility on March 31, 2019, to a later date in April 2019.

Subsequent to quarter end, the Corporation entered into a debt restructuring agreement with the long-term debt holder (note 20).

 

19


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

14.

Other long-term liabilities

 

     March 31,
2019
     December 31,
2018
 

Settlement fee payable

   $ 106      $ 102  

Royalty payment obligations

     3,003        3,077  

License acquisition payment obligation

     1,335        2,726  

Other employee benefit liabilities

     2,340        2,399  

Other long-term liabilities

     —          330  
  

 

 

    

 

 

 
   $ 6,784      $ 8,634  

Less:

     

Current portion of settlement fee payable (note 10)

     (106      (102

Current portion of royalty payment obligations (note 10)

     (37      (68

Current portion of license acquisition payment obligation (note 10)

     (1,335      (1,363

Current portion of employee benefit liabilities (note 10)

     (1,555      (1,406
  

 

 

    

 

 

 
   $ 3,751      $ 5,695  
  

 

 

    

 

 

 

 

15.

Contractual obligations

The following table presents the contractual maturities of the financial liabilities as of March 31, 2019:

 

            Contractual Cash flows  

At March 31, 2019

   Carrying
amount
     Payable
within 1 year
     2 -5 years      6 years      Later than
6 years
     Total  

Accounts payable and accrued liabilities

   $ 29,376      $ 29,376      $ —        $ —        $ —        $ 29,376  

Long-term portion of royalty payment obligations

     2,966        —          3,444        27        254        3,725  

Lease liabilities 1)

     43,125        10,184        30,724        6,513        33,951        81,372  

Long-term portion of other employee benefit liabilities

     785        —          785        —          —          785  

Long-term debt 2)

     142,911        12,002        61,901        247,329        —          321,232  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     $219,163      $51,562      $96,854      $253,869      $34,205      $436,490  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1)

Lease liabilities contractual payments only include the payment for the committed lease terms and exclude renewal periods not committed to.

2)

Under the terms of the OID loans and the Credit Facility (note 13), the holder of Warrants #2, 8 and 9 may decide to cancel a portion of the face values of these loans as payment upon the exercise of these warrants. The maximum repayment due on these loans has been included in the above table.

 

20


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

16.

Share capital and other equity instruments

 

a)

Share capital

 

     March 31, 2019      March 31, 2018  
     Number      Amount      Number      Amount  

Issued common shares

     739,130,546      $ 589,602        712,329,990      $ 577,947  

Share purchase loan to a former officer

     —          —          —          (400
  

 

 

    

 

 

    

 

 

    

 

 

 

Issued and fully paid common shares

     739,130,546      $ 589,602        712,329,990      $ 577,547  
  

 

 

    

 

 

    

 

 

    

 

 

 

Changes in the issued and outstanding common shares during the quarters ended March 31, 2019 and 2018 were as follows:

 

     March 31, 2019      March 31, 2018  
     Number      Amount      Number      Amount  

Balance - beginning of period

     720,368,286      $ 583,117        710,593,273      $ 575,150  

Issued to acquire assets

     4,420,000        1,326        1,113,342        1,960  

Exercise of stock options (note 16b)

     —          —          623,375        437  

Share issued for cash

     12,870,600        4,214        —          —    

Shares released from escrow

     —          400        —          —    

Shares issued in payment to suppliers

     1,471,660        545        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance - end of period

     739,130,546      $ 589,602        712,329,990      $ 577,547  
  

 

 

    

 

 

    

 

 

    

 

 

 

2019

In November 2018, the Corporation entered into an ”At-the-Market” (“ATM”) equity distribution agreement (“EDA”) under which the Corporation is able, at its discretion and from time to time, subject to conditions in the EDA, to offer common shares through ATM issuances on the TSX or any other marketplace for aggregate proceeds not exceeding $31 million. This agreement provides that common shares are to be sold at market prices prevailing at the time of sale. In the quarter ended March 31, 2019, the Corporation issued a total of 12,870,600 common shares at an average price of $0.33 per share under the ATM for aggregate gross proceeds of $4,214, less transaction costs of $126 recorded in deficit, for total net proceeds of $4,088.

On January 29, 2019, the Corporation issued 4,420,000 common shares in settlement of second payment due for the license acquisition payment obligation and recorded $1,326 in share capital based on the market value of the shares on that date.

On February 25 and 27, 2019, the Corporation issued a total of 1,471,660 common shares in payment for amounts due to certain suppliers. This transaction was accounted for as an extinguishment of liabilities and the difference between the carrying value of the accounts payable of $465 and the amount recorded for the shares issued of $545, which were valued at the market price of the shares on their date of issuance, was recorded as a loss on extinguishment of liabilities of $80.

As part of the settlement agreement concluded in April 2019 with the former CEO of the Corporation, common shares held in escrow as security for a share purchase loan of $400 to the former CEO were released and the loan extinguished in exchange for the receipt of a payment of $137, representing the fair value of the shares at the time of the settlement.

 

21


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

2018

On January 29, 2018, the Corporation issued 742,228 common shares in partial payment for the acquisition of a license and 371,114 common shares to acquire an option to buy production equipment. Based on the $1.76 share price on that date, the values attributed to the shares issued were $1,960.

 

b)

Contributed surplus (Share-based payments)

Stock options

Changes in the number of stock options outstanding during the quarters ended March 31, 2019 and 2018 were as follows:

 

     March 31, 2019      March 31, 2018  
     Number      Weighted
average
exercise price
     Number      Weighted
average
exercise price
 

Balance - beginning of period

     21,815,029      $ 1.47        14,463,270      $ 1.79  

Granted

     1,622,620        0.30        —          —    

Forfeited

     (916,980      1.37        (155,784      1.99  

Exercised

     —          —          (623,375      0.42  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance - end of period

     22,520,669      $ 1.39        13,684,111      $ 1.85  
  

 

 

    

 

 

    

 

 

    

 

 

 

During the quarter ended March 31, 2019, 1,622,620 options having a contractual term of 10 years were granted.

During the quarter ended March 31, 2018, 623,375 options were exercised resulting in cash proceeds of $260 and a transfer from contributed surplus to share capital of $177. The weighted average share price on the date of exercise of the options during the quarter ended March 31, 2018 was $1.55.

The Corporation uses the Black-Scholes option pricing model to calculate the fair value of options at the date of grant. The weighted average inputs into the model and the resulting grant date fair values during the quarter ended March 31, 2019 was as follows:

 

     2019  

Expected dividend rate

     —    

Expected volatility of share price

     68.4

Risk-free interest rate

     1.9

Expected life in years

     6.3  

Weighted average grant date fair value

   $  0.19  
  

 

 

 

 

22


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

At March 31, 2019, options issued and outstanding by range of exercise price are as follows:

 

Range of exercise price

   Number
outstanding
     Weighted average
remaining
contractual life
(in years)
     Weighted
average
exercise price
     Number
exercisable
     Weighted
average
exercise price
 

$0.30 - $ 0.77

     11,926,981        9.7      $ 0.69        1,156,268      $ 0.75  

$1.10 - $ 2.02

     2,671,511        1.4        1.26        2,323,239        1.22  

$2.07 - $ 2.44

     5,414,404        4.7        2.24        3,421,748        2.29  

$2.55 - $ 3.19

     2,507,773        2.1        2.99        1,659,693        2.99  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     22,520,669        6.7      $ 1.39        8,560,948      $ 1.92  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

A share-based payment compensation expense of $487 was recorded for the options for the quarter ended March 31, 2019 ($725 for the quarter ended March 31, 2018).

Restricted share units (“RSU”)

Changes in the number of RSU outstanding during the quarter ended March 31, 2019 and 2018 were as follows:

 

     March 31,
2019
     March 31,
2018
 

Balance - beginning of period

     18,517,567        10,561,283  

Granted

     12,568,600        —    

Expired

     —          (817,279

Forfeited

     —          (53,330

Cancelled

     (153,916      —    
  

 

 

    

 

 

 

Balance - end of period

     30,932,251        9,690,674  
  

 

 

    

 

 

 

On January 31, 2019, the Corporation granted 12,568,600 RSU at a grant price of $0.30 that will vest over a one-year period. At March 31, 2019, 3,303,687 vested RSU and 27,628,564 unvested RSU were outstanding. At March 31, 2018, 1,895,224 vested RSU and 7,795,450 unvested RSU were outstanding. A share-based payment compensation expense of $1,045 was recorded during the quarter ended March 31, 2019 ($395 for the quarter ended March 31, 2018).

Share-based payment expense

The total share-based payment expense, comprising the above-mentioned expenses for stock options and RSU, has been included in the consolidated statements of operations for the quarters ended March 31, 2019 and 2018 as indicated in the following table:

 

     Quarter ended March 31,  
     2019      2018  

Cost of sales and other production expenses

   $ —        $ 54  

Research and development expenses

     692        470  

Administration, selling and marketing expenses

     840        596  
  

 

 

    

 

 

 
   $ 1,532      $ 1,120  
  

 

 

    

 

 

 

 

23


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

c)

Warrants

The following table summarizes the changes in the number of warrants outstanding during the quarters ended March 31, 2019 and 2018:

 

     March 31, 2019      March 31, 2018  
     Number      Weighted
average
exercise price
     Number      Weighted
average
exercise price
 

Balance of warrants - beginning of period

     153,611,386      $ 1.03        121,672,099      $ 2.11  

Issued - debt modification 1)

     19,401,832        0.16        —          —    

Issued to acquire assets

     —          —          4,000,000        3.00  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants - end of period

     173,013,218      $ 0.93        125,672,099      $ 2.14  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants exercisable - end of period

     171,013,218      $ 0.91        97,672,099      $ 2.21  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

1)

Warrants #9 can be exercise in exchange for preferred shares.

2019

On February 22, 2019, pursuant to modifying the fourth loan agreement (note 13), the Corporation issued 19,401,832 warrants, Warrants #9, having an exercise price of $0.15636. Warrants #9 do not meet the definition of an equity instrument since the underlying preferred shares qualify as a liability instrument, and therefore they must be accounted for as a financial instrument carried at fair value through profit or loss (note 12). Subsequent to quarter end the Warrants #1, 2, 8 and 9 were cancelled and new warrants were issued (note 20).

2018

On January 29, 2018, the Corporation issued 4,000,000 warrants to acquire common shares in consideration of a license. The warrants have an exercise price of $3.00 per share and expire after five years. The first 2,000,000 warrants become exercisable after one year while the second 2,000,000 warrants become exercisable after two year. The fair value of the warrants and consequently the value of the license is $1,743 and was determined using a Black-Scholes option pricing model.

On November 30, 2017, pursuant to entering into the Credit Facility agreement, the Corporation issued the Warrants #7 to the holder of the long-term debt. The Warrants #7 consist of 54,000,000 warrants of which 10,000,000 warrants became exercisable as of the date of the agreement and the remaining 44,000,000 warrants become exercisable as and if the Corporation draws upon the Credit Facility in increments of US$10 million.

 

24


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

As the Corporation drew an amount of US$10 million on the Credit Facility on each of January 22 and February 23, 2018, the amounts received were allocated to the debt and the warrants based on their fair value at the time of the drawdown. The value of the proceeds attributed to the warrants that became exercisable on those dates was $2,925 and $2,645 respectively, which was recorded in equity. At the time of these transactions, each warrant gave the holder the right to acquire one common share at an exercise price of $1.70 and were expiring on June 30, 2026. The terms of these warrants were subsequently modified. Although the warrants are issued and outstanding in the warrant table as of November 30, 2017, for accounting purposes, these warrants will be recognized and measured at the time they become exercisable.

As at March 31, 2019, the following warrants were outstanding:

 

Number           Expiry date          Exercise price  
  277,910           September 2019        $ 6.39  
  1,000,000           September 2021          0.52  
  20,276,595           September 2021          0.77  
  4,000,000           January 2023          3.00  
  128,056,881           November 2026          1.00  
  19,401,832           February 2027  1)         0.16  

 

 

            

 

 

 
  173,013,218              $ 0.93  

 

 

            

 

 

 

 

1)

Warrants #9 can be exercise in exchange for preferred shares.

 

17.

Non-controlling interests

The interest in the subsidiaries for which the Corporation holds less than 100 % interest as at March 31, 2019, December 31, 2018 and March 31, 2018 are as follows:

 

Name of subsidiary

  

Segment activity

  

Place of incorporation and operation

         Proportion of ownership
interest held by the group
 
               March 31,
2019
    December 31,
2018
    March 31,
2018
 

Prometic Bioproduction Inc.

   Plasma-derived therapeutics    Quebec, Canada      100     100     87

Pathogen Removal and Diagnostic Technologies Inc.

   Bioseparations    Delaware, U.S.      77     77     77

NantPro Biosciences, LLC

   Plasma-derived therapeutics    Delaware, U.S.      73     73     73
        

 

 

   

 

 

   

 

 

 

The non-controlling interest (“NCI”) in Prometic Bioproduction Inc.’s results were recognized until April 2018.

 

25


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

The NCI balance on the consolidated statements of financial position and the losses allocated to the NCI in the consolidated statements of operations, per subsidiary are as follows:

 

     March 31,
2019
     December 31,
2018
 

Consolidated statements of financial position:

     

Pathogen Removal and Diagnostic Technologies Inc.

     (7,140      (6,542
  

 

 

    

 

 

 

Total non-controlling interests

   $  (7,140    $ (6,542
  

 

 

    

 

 

 
     Quarter ended March 31,  
     2019      2018  

Consolidated statements of operations:

     

Prometic Bioproduction Inc.

   $ —        $ (749

Pathogen Removal and Diagnostic Technologies Inc.

     (598      (540

NantPro Biosciences, LLC

     (100      (1,655
  

 

 

    

 

 

 

Total non-controlling interests

   $ (698    $ (2,944
  

 

 

    

 

 

 

The NantPro Biosciences, LLC non-controlling interest’s share in the funding of the subsidiary by Prometic was $100 for the quarter ended March 31, 2019 ($1,655 for the quarter ended March 31, 2018) and has been presented in the consolidated statements of changes in equity.

 

26


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

18.

Revenues

 

     Quarter ended March 31,  
     2019      2018  

Revenues from the sale of goods

   $ 7,755      $ 3,789  

Revenues from the rendering of services

     443        250  

Rental revenue

     35        253  
  

 

 

    

 

 

 
   $ 8,233      $ 4,292  
  

 

 

    

 

 

 

 

19.

Segmented information

The Corporation’s three operating segments are Small molecule therapeutics, Plasma-derived therapeutics and Bioseparations.

a) Revenues and expenses by operating segments:

 

For the quarter ended March 31, 2019

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ 31     $ 2,198     $ 5,969      $ 35     $ 8,233  

Intersegment revenues

     —         7       —          (7     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     31       2,205       5,969        28       8,233  

Cost of sales and other production expenses

     —         1,130       3,222        —         4,352  

Manufacturing and purchase cost of therapeutics used for R&D activities

     —         9,234       —          (17     9,217  

R&D - Other expenses

     2,705       5,476       1,794        —         9,975  

Administration, selling and marketing expenses

     631       1,962       850        4,201       7,644  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $  (3,305   $ (15,597   $ 103      $ (4,156   $ (22,955

Gain on foreign exchange

              (1,783

Finance costs

              7,353  

Loss on extinguishments of liabilities

              80  

Change in fair value of financial instruments measured at fair value through profit or loss

              229  
           

 

 

 

Net loss before income taxes

            $ (28,834
           

 

 

 

Other information

           

Depreciation and amortization

   $ 177     $ 1,799     $ 315      $ 144     $ 2,435  

Share-based payment expense

     397       351       67        717       1,532  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

27


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

For the quarter ended March 31, 2018

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations     Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 523     $ 3,734     $ 35     $ 4,292  

Intersegment revenues

     —         14       117       (131     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     —         537       3,851       (96     4,292  

Cost of sales and other production expenses

     —         2,104       2,732       (70     4,766  

Manufacturing and purchase cost of therapeutics used for R&D activities

     684       6,331       —         (31     6,984  

R&D - Other expenses

     4,266       9,385       1,781       —         15,432  

Administration, selling and marketing expenses

     897       2,908       753       3,145       7,703  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment Loss

   $  (5,847   $ (20,191   $ (1,415   $ (3,140   $ (30,593

Loss on foreign exchange

             1,111  

Finance costs

             4,243  
          

 

 

 

Net loss before income taxes

           $ (35,947
          

 

 

 

Other information

          

Depreciation and amortization

   $ 131     $ 827     $ 243     $ 81     $ 1,282  

Share-based payment expense

     171       303       68       578       1,120  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

28


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

b) Revenues by location

 

     Quarter ended March 31,  
     2019      2018  

Switzerland

   $ 2,639      $ 916  

United States

     3,164        5  

Netherlands

     1,174        604  

Canada

     842        558  

Austria

     —          1,976  

Other countries

     414        233  
  

 

 

    

 

 

 
   $ 8,233      $ 4,292  
  

 

 

    

 

 

 

Revenues are attributed to countries based on the location of customers.

The Corporation derives significant revenues from certain customers. During the quarter ended March 31, 2019, there were three customers in the Bioseparations segment who accounted for 64% (32%, 19% and 13% respectively) of total revenues and one customer in the Plasma-derived therapeutics segment who accounted for 17% of total revenues. For the quarter ended March 31, 2018, there were three customers who accounted for 81% (46%, 21% and 14% respectively) of total revenues in the Bioseparations segment.

 

20.

Subsequent event

On April 23, 2019, the Corporation entered into a debt restructuring agreement with the long-term debt holder. Under the terms of the restructuring agreement, the US$95 million of principal plus interest due on the Credit Facility was extinguished and the aggregate face value of the original issue discount loans was reduced by $99,552 to $10,000 with the remaining loan balance modified into an interest-bearing loan. The indebtedness was reduced by $228,888 by way of conversion into common shares of Prometic, at a conversion price rounded to the nearest five decimals of $0.01521 per common share resulting in the issuance of 15,050,312,371 common shares on that date. Concurrently, the Corporation closed a private placement for 4,931,554,664 common shares at a subscription price of $0.01521 for gross proceeds of $75,000.

On April 23, 2019, pursuant to the debt restructuring, the Corporation cancelled the 168,735,308 warrants held by the long-term debt holder (Warrants #1, 2, 8 and 9) and replaced them with an equivalent number of warrants (“Warrants #10”) that will be exercisable at an exercise price of $0.01521 per common share and expire on April 23, 2027.

The Corporation is currently assessing the accounting treatment of these transactions.

 

29


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter ended on March 31, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

As a result of the share exchange transaction, more than 50% of the issued shares of Prometic will be owned by a single shareholder. Tax rules in the jurisdictions in which Prometic operates generally have restrictions in the utilization of tax attributes due to change of control events. The Corporation is currently reviewing the impact of the transaction on its various available tax attributes in the main jurisdictions in which it carries on business (Canada, the U.S, and the U.K.).

 

30

Exhibit 99.25

 

 

LOGO

Condensed interim consolidated financial statements of

Prometic Life Sciences Inc.

For the quarter and the six months ended June 30, 2019

(unaudited)

 

1 of 37


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In thousands of Canadian dollars) (Unaudited)

 

     June 30,     December 31,  
     2019     2018  

ASSETS (note 13)

    

Current assets

    

Cash

   $ 81,002     $ 7,389  

Accounts receivable (note 3)

     8,750       11,882  

Income tax receivable

     7,753       8,091  

Inventories (note 4)

     7,958       12,028  

Prepaids

     2,853       1,452  
  

 

 

   

 

 

 

Total current assets

     108,316       40,842  

Long-term income tax receivable

     113       117  

Other long-term assets (note 5)

     2,413       411  

Capital assets (note 6)

     38,243       41,113  

Right-of-use assets (note 7)

     36,577       —    

Intangible assets (note 8)

     19,486       19,803  

Deferred tax assets

     606       606  
  

 

 

   

 

 

 

Total assets

   $ 205,754     $ 102,892  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Accounts payable and accrued liabilities (note 10)

   $ 16,949     $ 31,855  

Deferred revenues

     535       507  

Current portion of lease liabilities (note 11)

     8,625       —    

Warrant liability (note 12)

     —         157  

Current portion of long-term debt (note 13)

     565       3,211  
  

 

 

   

 

 

 

Total current liabilities

     26,674       35,730  

Long-term portion of deferred revenues

     163       170  

Long-term portion of lease liabilities (note 11)

     32,573       —    

Long-term portion of operating and finance lease inducements and obligations

     —         1,850  

Other long-term liabilities (note 14)

     3,474       5,695  

Long-term debt (note 13)

     8,560       122,593  
  

 

 

   

 

 

 

Total liabilities

   $ 71,444     $ 166,038  
  

 

 

   

 

 

 

EQUITY

    

Share capital (note 16a)

   $ 932,951     $ 583,117  

Contributed surplus (note 16b)

     37,931       21,923  

Warrants (note 16c)

     95,856       95,296  

Accumulated other comprehensive loss

     (2,340     (1,252

Deficit

     (922,938     (755,688
  

 

 

   

 

 

 

Equity (deficiency) attributable to owners of the parent

     141,460       (56,604

Non-controlling interests (note 17)

     (7,150     (6,542
  

 

 

   

 

 

 

Total equity (deficiency)

     134,310       (63,146
  

 

 

   

 

 

 

Total liabilities and equity

   $ 205,754     $ 102,892  
  

 

 

   

 

 

 

Subsequent event (note 22)

    

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

2 of 37


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of Canadian dollars except for per share amounts) (Unaudited)

 

     Quarter ended June 30,     Six months ended June 30,  
     2019     2018     2019     2018  

Revenues (note 18)

   $ 8,752     $ 20,155     $ 16,985     $ 24,447  

Expenses

        

Cost of sales and other production expenses (note 4)

     3,881       16,406       8,233       21,172  

Research and development expenses

     24,157       24,004       43,349       46,420  

Administration, selling and marketing expenses

     18,590       6,944       26,234       14,647  

Loss (gain) on foreign exchange

     107       958       (1,676     2,069  

Finance costs

     3,556       5,332       10,909       9,575  

Loss on extinguishments of liabilities (notes 13,16)

     92,294       —         92,374       —    

Change in fair value of financial instruments measured at fair value through profit or loss (note 12)

     (1,369     —         (1,140     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss before income taxes

   $ (132,464   $ (33,489   $ (161,298   $ (69,436
  

 

 

   

 

 

   

 

 

   

 

 

 

Income tax loss (recovery) (note 19):

        

Current

     1,239       —         1,239       (1

Deferred

     —         (422     —         (1,753
  

 

 

   

 

 

   

 

 

   

 

 

 
     1,239       (422     1,239       (1,754
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (133,703   $ (33,067   $ (162,537   $ (67,682
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to:

        

Owners of the parent

     (133,617     (32,270     (161,753     (63,941

Non-controlling interests (note 17)

     (86     (797     (784     (3,741
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ (133,703   $ (33,067   $ (162,537   $ (67,682
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss per share

        

Attributable to the owners of the parent

        

Basic and diluted (note 20)

   $ (8.12   $ (38.97   $ (18.61   $ (77.41
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of outstanding shares (in thousands)

     16,451       828       8,692       826  
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

3 of 37


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands of Canadian dollars) (Unaudited)

 

     Quarter ended June 30,     Six months ended June 30,  
     2019     2018     2019     2018  

Net loss

   $ (133,703   $ (33,067   $ (162,537   $ (67,682

Other comprehensive income

        

Items that may be subsequently reclassified to profit and loss:

        

Change in unrealized foreign exchange differences on translation of financial statements of foreign subsidiaries

     (1,165     (880     (1,088     435  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive loss

   $ (134,868   $ (33,947   $ (163,625   $ (67,247
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive loss attributable to:

        

Owners of the parent

     (134,782     (33,150     (162,841     (63,506

Non-controlling interests

     (86     (797     (784     (3,741
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ (134,868   $ (33,947   $ (163,625   $ (67,247
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

4 of 37


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands of Canadian dollars) (Unaudited)

 

     Equity (deficiency) attributable to owners of the parent              
     Share
capital
$
     Contributed
surplus
$
    Warrants
$
     Foreign
currency
translation
reserve
$
    Deficit
$
    Total
$
    Non-
controlling
interests
$
    Total equity
(deficiency)
$
 

Balance at January 1, 2018

     575,150        16,193       73,944        (1,622     (541,571     122,094       21,447       143,541  

Net loss

     —          —         —                (63,941     (63,941     (3,741     (67,682

Foreign currency translation reserve

     —          —         —          435       —         435       —         435  

Issuance of shares (note 16a)

     5,589        —         —                —         5,589       —         5,589  

Share-based payments expense (note 16b)

     —          1,826       —                —         1,826       —         1,826  

Exercise of stock options (note 16b)

     1,073        (438     —                —         635       —         635  

Shares issued pursuant to restricted share unit plan (note 16b)

     30        (30     —                —         —         —         —    

Issuance of warrants (note 16c)

     —          —         9,200              —         9,200       —         9,200  

Share and warrant issuance cost

     —          —         —                (40     (40     —         (40

Effect of changes in the ownership of a subsidiary and funding arrangements

                  

on non-controlling interests (note 17)

     —          —         —                (17,480     (17,480     13,851       (3,629
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2018

     581,842        17,551       83,144        (1,187     (623,032     58,318       31,557       89,875  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2019

     583,117        21,923       95,296        (1,252     (755,688     (56,604     (6,542     (63,146

Net loss

     —          —         —                (161,753     (161,753     (784     (162,537

Foreign currency translation reserve

     —          —         —          (1,088     —         (1,088     —         (1,088

Issuance of shares (note 16a)

     349,834        —         —                —         349,834       —         349,834  

Share-based payments expense (note 16b)

     —          16,429       —                —         16,429       —         16,429  

Share-based compensation paid in cash (note 16b)

     —          (421     —                —         (421     —         (421

Issuance of warrants (note 16c)

     —          —         560              —         560       —         560  

Share issuance cost (note 16a)

     —          —         —                (5,321     (5,321     —         (5,321

Effect of funding arrangements on non-controlling interests (note 17)

     —          —         —                (176     (176     176       —    
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2019

     932,951        37,931       95,856        (2,340     (922,938     141,460       (7,150     134,310  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

5 of 37


PROMETIC LIFE SCIENCES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of Canadian dollars) (Unaudited)

 

Six months ended June 30,

   2019     2018  

Cash flows used in operating activities

    

Net loss for the period

   $ (162,537   $ (67,682

Adjustments to reconcile net loss to cash flows used in operating activities:

    

Finance costs and foreign exchange

     9,105       10,645  

Change in operating inducements and obligations

     —         (2,646

Carrying value of capital and intangible assets disposed

     190       469  

Change in fair value of financial instruments measured at fair value through profit or loss (note 12)

     (1,140     —    

Loss on extinguishments of liabilities (notes 13, 16a)

     92,374       —    

Deferred income taxes

     —         (1,753

Share-based payments expense (note 16b)

     16,008       1,826  

Depreciation of capital assets (note 6)

     1,880       2,070  

Depreciation of right-of-use assets (note 7)

     2,422       —    

Amortization of intangible assets (note 8)

     630       641  
  

 

 

   

 

 

 
     (41,068     (56,430

Change in non-cash working capital items

     (5,565     11,515  
  

 

 

   

 

 

 
   $ (46,633   $ (44,915
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from share issuances (note 16a)

     118,785       —    

Proceeds from debt and warrant issuances (notes 13, 16c)

     19,859       39,923  

Repayment of principal on long-term debt (note 13)

     (576     (1,525

Repayment of interest on long-term debt (note 13)

     (3,032     (2,291

Exercise of options (note 16b)

     —         635  

Payments of principal on lease liabilities (note 11)

     (3,541     —    

Payment of interest on lease liabilities (note 11)

     (1,180     —    

Debt, share and warrants issuance costs

     (6,581     (207

Payments of principal under finance leases

     —         (111
  

 

 

   

 

 

 
   $ 123,734     $ 36,424  
  

 

 

   

 

 

 

Cash flows used in investing activities

    

Additions to capital assets

     (2,690     (1,857

Additions to intangible assets

     (842     (663

Acquisition of convertible debt

     —         (636

Interest received

     153       84  
  

 

 

   

 

 

 
   $ (3,379   $ (3,072
  

 

 

   

 

 

 

Net change in cash during the period

     73,722       (11,563

Net effect of currency exchange rate on cash

     (109     218  

Cash, beginning of period

     7,389       23,166  
  

 

 

   

 

 

 

Cash, end of period

   $ 81,002     $ 11,821  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

6 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

1.

Nature of operations and going concern

Prometic Life Sciences Inc. (“Prometic” or the “Company”), incorporated under the Canada Business Corporations Act, is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF), clinical stage biotechonology company focused on the discovery and development of innovative medicines against novel biologic targets for diseases in patients with serious unmet needs. The Company’s primary research focus in the Small molecule therapeutics segment, has been based on our understanding of several orphan G protein-coupled receptors (GPR’s) known as free fatty acid receptors (FFAR’s). FFAR’s are being evaluated as novel therapeutic targets for a variety of inflammatory, fibrotic and metabolic diseases in an emerging field known as immuno-metabolism. The Company is specifically focused on liver, respiratory and renal therapeutic areas, primarily in rare or orphan diseases. The Plasma-derived therapeutics segment leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Company’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen) (“Ryplazim”). The Bioseperations segment provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals.

The Company’s head office is located at 440, Boul. Armand-Frappier, suite 300, Laval, Québec, Canada, H7V 4B4. Prometic has Research and Development (“R&D”) facilities in the U.K., the U.S. and Canada, manufacturing facilities in the Isle of Man and Canada and business development activities in Canada, the U.S, Europe and Asia.

Structured Alpha LP (“SALP”) is Prometic’s parent since the April 23, 2019 debt restructuring (note 13). Thomvest Asset Management Ltd. is the general partner of SALP. The ultimate controlling parent of Prometic is 2003 TIL Settlement. Prior to this date, Prometic did not have a controlling parent.

The unaudited condensed interim consolidated financial statements for the quarter and six months ended June 30, 2019 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (‘IASB”) on a going concern basis, which presumes the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the ordinary course of business. The use of this assumption may not be appropriate as Prometic’s main activities continue to be in the R&D stage and during the six months ended June 30, 2019, the Company incurred a net loss of $162.5 million, a net loss before extinguishment of liabilities of $70.2 million and used $46.6 million in cash for its operating activities.

The Company’s financial position has improved significantly since March 31, 2019 following the debt restructuring with its principal lender SALP whereby almost all of its long-term debt has been converted into common shares of the Company (note 13), the issuance of common shares following two private placements for gross proceeds of $75,000 and the equity rights offering (“Rights Offering”) to shareholders generating gross proceeds of $39,434 (note 16a). Nonetheless, the Company needs additional sources of financing to ensure it has sufficient funds to continue its operations for a period extending beyond a year. Part of this financing could result from licensing discussions the Company continues to hold with potential partners as it continues to work towards filing its amended Biological License Application (“BLA”) of its most advanced product, RyplazimTM, but could also come from other equity raises or other sources of funding. Despite the Company’s efforts to obtain the necessary funding and improve profitability of its operations, there can be no assurance of its access to further funding.

 

7 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

These circumstances indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. These unaudited condensed interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

 

8 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

2.

Significant accounting policies

 

a)

Accounting framework

These unaudited condensed interim consolidated financial statements (“interim financial statements”) for the quarter and the six months ended June 30, 2019 have been prepared in accordance with IAS 34, Interim financial reporting. Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with IFRS, as issued by the IASB, have been omitted or condensed. These interim financial statements should therefore be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2018, which have been prepared in accordance with IFRS and which can be found at www.sedar.com.

These interim financial statements were approved for issue on August 12, 2019 by the Company’s Board of Directors.

 

b)

Adoption of new accounting standards

The accounting policies used in these interim financial statements are consistent with those applied by the Company in its December 31, 2018 audited annual consolidated financial statements except for the amendments to certain accounting standards which are relevant to the Company and were adopted by the Company as of January 1, 2019 as described below.

IFRS 16, Leases (“IFRS 16”)

IFRS 16 replaces IAS 17, Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, unless the lease term is less than 12 months, or the underlying asset has a low value. IFRS 16 substantially carries forward the lessor accounting in IAS 17 with the distinction between operating leases and finance leases being retained.

Effective January 1, 2019, the Company adopted IFRS 16 using the modified retrospective approach and accordingly the information presented for 2018 has not been restated. The cumulative effect of initially applying the standard is recognized at the date of initial application. The current and long-term portions of operating and finance lease inducements and obligations presented in the statement of financial position at December 31, 2018, reflect the accounting treatment under IAS 17 and related interpretations.

The Company elected to use the transitional practical expedient allowing the standard to be applied only to contracts that were previously identified as leases under IAS 17 and IFRIC 4, Determining whether an arrangement contains a lease at the date of initial application. The Company applied the definition of a lease under IFRS 16 to contracts entered into or changed on or after January 1, 2019.

 

9 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

The Company also elected to record right-of-use assets for leases previously classified as operating leases under IAS 17 based on the corresponding lease liability, adjusted for prepaids or liabilities existing at the date of the transition that relate to the lease.

When measuring lease liabilities, the Company discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted average discount rate applied to the total lease liabilities recognized on transition was 18.54%. For leases that were previously classified as finance leases under IAS 17, the carrying amount of the right-of-use asset and the lease liability at the date of adoption was established as the carrying amount of the lease asset classified in capital assets and the finance lease obligation at December 31, 2018. These assets and liabilities are grouped under right-of-use assets and lease liabilities as of January 1, 2019 and IFRS 16 applies to these leases as of that date.

In addition, the Company elected to apply the practical expedient to account for leases for which the lease term ends within 12 months of the date of initial application as short-term leases for which it is not required to recognize a right-of-use asset and a corresponding lease liability. The Company also elected to not apply IFRS 16 when the underlying asset in a lease is of low value.

The Company has elected, for the class of assets related to the lease of building space, not to separate non-lease components from lease components, and instead account for each lease component and any associated non-lease components as a single lease component.

The table below shows which line items of the consolidated financial statements were affected by the adoption of IFRS 16 and the impact. There was no net impact on the deficit.

 

    As reported as at
December 31, 2018
    Adjustments
for the transition
to IFRS 16
    Balance as at
January 1, 2019
 

Assets

     

Prepaids

  $ 1,452     $ (84   $ 1,368  

Capital assets (note 6)

    41,113       (1,043     40,070  

Right-of-use assets (note 7)

    —         39,149       39,149  

Liabilities

     

Accounts payable and accrued liabilities (note 10)

  $ 31,855     $ (2,499   $ 29,356  

Current portion of lease liabilities (note 11)

    —         8,575       8,575  

Long-term portion of lease liabilities (note 11)

    —         34,126       34,126  

Long-term portion of operating and finance lease inducements and obligations

    1,850       (1,850     —    

Other long-term liabilities (note 14)

    5,695       (330     5,365  
 

 

 

   

 

 

   

 

 

 

Prior to adopting IFRS 16, the total minimum operating lease commitments as at December 31, 2018 were $74,977. The decrease between the total of the minimum lease payments set out in Note 29 of the audited annual consolidated financial statements for the year ended December 31, 2018 and the total lease liabilities recognized on adoption of $42,701 was principally due to the effect of discounting on the minimum lease payments. The amount also decreased slightly due to the fact that certain costs that are contractually committed under lease contracts, but which do not qualify to be accounted for as a lease liability, such as variable lease payments not tied to an index or rate, were previously included in the lease commitment table whereas they are not included in the calculation of the lease liabilities. These impacts were partially offset by the inclusion of lease payments beyond minimum commitments relating to reasonably certain renewal periods that had not yet been exercised as at December 31, 2018 which effect is to increase the liability. Right-of-use assets at transition have been measured at an amount equal to the corresponding lease liabilities, adjusted for any prepaid or accrued rent relating to that lease.

 

10 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

The consolidated statement of operations for the quarter and six months ended June 30, 2019 was impacted by the adoption of IFRS 16 as the recording of depreciation of the right-of-use assets continues to be recorded in the same financial statement line items as it was previously while the implicit financing component of leasing agreements is now recorded under finance costs. The impact is not simply in the form of a reclassification but also in terms of measurement, which are very much affected by the discount rates used and whether the Company has included renewal periods when calculating the lease liability.

The consolidated cash flow statement for the quarter and six months ended June 30, 2019 was also impacted since the cash flows attributable to the lease component of the lease agreements are now shown as payments of principal and interest on lease liabilities which are now part of cash flows from financing activities.

Management is not able to quantify these differences since it did not restate the 2018 consolidated financial statements and therefore does not have the comparative data.

IFRIC 23, Uncertainty over income tax treatments (“IFRIC 23”)

IFRIC 23 clarifies how the recognition and measurement requirements of IAS 12 – Income Taxes are applied where there is uncertainty over income tax treatments. The Interpretation is effective for annual periods beginning on or after January 1, 2019 and was adopted by the Company on that date. The Company assessed the impact of this Interpretation and concluded that it had no impact on the amounts recorded in its consolidated statements of financial position on the date of adoption.

 

11 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

c)

Accounting policies not disclosed in the December 31, 2018 consolidated financial statements

Following the adoption of IFRS 16, the Company has established the following accounting policies pertaining to leases that are applicable as of January 1, 2019.

Leases

At the inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Right-of-use assets

The Company recognises a right-of-use asset at the commencement date of a lease which is when the date at which the underlying asset is available for use. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Company is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use asset is depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.

Lease liabilities

At the commencement date of a lease, the Company recognizes a lease liability measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of a lease liability is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of a lease liability is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment whether the underlying asset will be purchased.

 

12 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to leases of 12 months or less. It also applies the lease of low-value assets recognition exemption for lease that are considered of low value i.e. below seven thousand dollars. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.

 

13 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

d)

Significant judgments and critical accounting estimates

The preparation of the interim consolidated financial statements requires the use of judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. The uncertainty that is often inherent in estimates and assumptions could result in material adjustments to assets or liabilities affected in future periods. As a result of the application of IFRS 16 and IFRIC 23, the Company has modified its disclosure on significant judgments and estimates. The other significant accounting judgments and critical accounting estimates applied by the Corporation, disclosed in the consolidated financial statements for the year ended December 31, 2018, remain unchanged.

Leases

Leases—The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain that this option will not be exercised.

The Company has the option, under some of its leases to lease the assets for additional terms of up to fifteen years. Judgement is applied in evaluating whether it is reasonably certain to exercise the option to renew. That is, all relevant factors that create an economic incentive for it to exercise the renewal are considered. After the commencement date, the lease term is reassessed if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew.

The renewal period is included as part of the lease term for a manufacturing plant lease which it estimated it is reasonably certain to exercise due to the importance of this asset to its operations, the limited availability on the market of a similar asset with similar rental terms and the related cost of moving the production equipment to another facility.

Uncertainty over income tax treatments

R&D tax credits for the current period and prior periods are measured at the amount the Company expects to recover, based on its best estimate and judgment, of the amounts it expects to receive from the tax authorities as at the reporting date, either in the form of income tax refunds or refundable grants. However, there are uncertainties as to the interpretation of the tax legislation and regulations, in particular regarding what constitutes eligible R&D activities and expenditures, as well as in regards to the amount and timing of recovery of these tax credits. In order to determine whether the expenses it incurs are eligible for R&D tax credits, the Company must use judgment and may resort to complex techniques, which makes the recovery of tax credits uncertain. As a result, there may be a significant difference between the estimated timing and amount recognized in the consolidated financial statements in respect of tax credits receivable and the actual amount of tax credits received as a result of the tax administrations’ review of matters that were subject to interpretation. The amounts recognized in the consolidated financial statements are based on the best estimates of the Company and in its best possible judgment, as noted above.

 

14 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

3.

Accounts receivable

 

     June 30,      December 31,  
     2019      2018  

Trade receivables

   $ 5,440      $ 7,051  

Tax credits and government grants receivable

     2,143        3,737  

Sales taxes receivable

     958        774  

Other receivables

     209        320  
  

 

 

    

 

 

 
   $ 8,750      $ 11,882  
  

 

 

    

 

 

 

 

4.

Inventories

 

     June 30,      December 31,  
     2019      2018  

Raw materials

   $ 2,365      $ 5,428  

Work in progress

     3,532        3,740  

Finished goods

     2,061        2,860  
  

 

 

    

 

 

 
   $ 7,958      $ 12,028  
  

 

 

    

 

 

 

Inventories sold in the amount of $3,851 and $7,206 were recognized as cost of sales and other production expenses during the quarter and the six months ended June 30, 2019, ($16,021 and $18,336 during the quarter and the six months ended June 30, 2018). Inventory write-downs of $53 and $467, also included in cost of sales and other production expenses, were recorded during the quarter and six months ended June 30, 2019 ($nil and $1,674 during the quarter and six months ended June 30, 2018).

 

5.

Other long-term assets

 

     June 30,      December 31,  
     2019      2018  

Restricted cash

   $ 236      $ 245  

Long-term deposits

     174        142  

Tax credits receivable

     1,980        —    

Equity investments in scope of IFRS 9

     23        24  
  

 

 

    

 

 

 
   $ 2,413      $ 411  
  

 

 

    

 

 

 

 

15 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

6.

Capital assets

 

     Land and
Buildings
     Leasehold
improvements
    Production
and laboratory
equipment
    Furniture and
computer
equipment
    Total  

Cost

           

Balance at December 31, 2018

   $ 4,567      $ 16,034     $ 38,885     $ 3,786     $ 63,272  

Impact of adopting IFRS 16 1)

     —          —         (1,170     —         (1,170
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2019

     4,567        16,034       37,715       3,786       62,102  

Additions

     —          226       210       119       555  

Disposals

     —          —         —         (12     (12

Effect of foreign exchange differences

     —          (422     (275     (23     (720
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2019

   $ 4,567      $ 15,838     $ 37,650     $ 3,870     $ 61,925  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated depreciation

           

Balance at December 31, 2018

   $ 414      $ 4,421     $ 15,071     $ 2,253     $ 22,159  

Impact of adopting IFRS 16 1)

     —          —         (127     —         (127
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2019

     414        4,421       14,944       2,253       22,032  

Depreciation expense

     97        372       1,084       327       1,880  

Disposals

     —          —         —         (12     (12

Effect of foreign exchange differences

     —          (99     (106     (13     (218
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2019

   $ 511      $ 4,694     $ 15,922     $ 2,555     $ 23,682  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Carrying amounts

           

At June 30, 2019

   $ 4,056      $ 11,144     $ 21,728     $ 1,315     $ 38,243  

At January 1, 2019

     4,153        11,613       22,771       1,533       40,070  

At December 31, 2018

     4,153        11,613       23,814       1,533       41,113  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

1) 

The balance of fixed assets capitalized as finance lease assets under IAS 17 where transferred to right-of-use assets upon adoption of IFRS 16 (note 2).

As at June 30, 2019, there are $8,105 and $4,984 of production and laboratory equipment and leasehold improvements, respectively, net of government grants, that are not yet available for use and for which depreciation has not started ($8,322 and $6,610 as of December 31, 2018).

 

16 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

7.

Right-of-use assets

 

     Buildings      Production
and laboratory
equipment
     Computer
equipment
     Total  

Cost

           

Transfer from capital assets on adoption of IFRS 16 (note 6)

   $ —        $ 1,170      $ —        $ 1,170  

Initial recognition of assets under operating leases on adoption of IFRS 16

     37,552        460        94        38,106  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at January 1, 2019

     37,552        1,630        94        39,276  

Effect of foreign exchange differences

     (157      —          —          (157
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at June 30, 2019

   $ 37,395      $ 1,630      $ 94      $ 39,119  
  

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated depreciation

           

Transfer from capital assets on adoption of IFRS 16 (note 6)

   $ —        $ 127      $ —        $ 127  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at January 1, 2019

     —          127        —          127  

Depreciation expense

     2,106        296        20        2,422  

Effect of foreign exchange differences

     (6      (1      —          (7
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at June 30, 2019

   $ 2,100      $ 422      $ 20      $ 2,542  
  

 

 

    

 

 

    

 

 

    

 

 

 

Carrying amounts

           

At June 30, 2019

   $ 35,295      $ 1,208      $ 74      $ 36,577  

At January 1, 2019

     37,552        1,503        94        39,149  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

8.

Intangible assets

 

     Licenses and
other rights
     Patents      Software      Total  

Cost

           

Balance at January 1, 2019

   $ 160,782      $ 6,997      $ 3,286      $ 171,065  

Additions

     —          288        265        553  

Disposals

     —          (524      (39      (563

Effect of foreign exchange differences

     (21      (96      (13      (130
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at June 30, 2019

   $ 160,761      $ 6,665      $ 3,499      $ 170,925  
  

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated amortization

           

Balance at January 1, 2019

   $ 147,356      $ 2,838      $ 1,068      $ 151,262  

Amortization expense

     205        209        216        630  

Disposals

     —          (364      (9      (373

Effect of foreign exchange differences

     (16      (57      (7      (80
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at June 30, 2019

   $ 147,545      $ 2,626      $ 1,268      $ 151,439  
  

 

 

    

 

 

    

 

 

    

 

 

 

Carrying amounts

           

At June 30, 2019

   $ 13,216      $ 4,039      $ 2,231      $ 19,486  

At December 31, 2018

     13,426        4,159        2,218        19,803  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

17 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

9.

Investment in an associate

In February 2019, the Company decided that it was no longer part of its strategy to pursue the development of Inter-alpha Inhibitor proteins and has undertaken discussions with ProThera Biologics, Inc. (“ProThera”) to terminate the various corporate and commercial agreements it has in place with ProThera. The Company determined that, from that point on, it no longer had significant influence over ProThera and therefore changed its accounting for its investment in ProThera’s common shares as an investment in an associate to that of a financial asset at fair value through profit and loss. The fair value of such financial asset was evaluated at $nil both in February 2019 and at the current financial position date. Consequently, any future transactions between the Company and ProThera will no longer be disclosed as a related party transaction.

 

10.

Accounts payable and accrued liabilities

 

     June 30,      December 31,  
     2019      2018  

Trade payables

   $ 9,493      $ 21,097  

Wages and benefits payable

     4,518        1,975  

Current portion of operating and finance lease inducements and obligations

     —          5,844  

Current portion of settlement fee payable (note 14)

     110        102  

Current portion of royalty payment obligations (note 14)

     46        68  

Current portion of license acquisition payment obligation (note 14)

     1,309        1,363  

Current portion of other employee benefit liabilities (note 14)

     1,473        1,406  
  

 

 

    

 

 

 
   $ 16,949      $ 31,855  
  

 

 

    

 

 

 

 

11.

Lease liabilities

 

Transfer of finance leases from operating and finance lease inducements and obligations

   $ 846  

Initial recognition of lease liabilities under operating leases on adoption of IFRS 16

     41,855  
  

 

 

 

Balance at January 1, 2019

   $ 42,701  

Interest expense

     3,639  

Payments

     (4,721

Effect of foreign exchange differences

     (421
  

 

 

 

Balance at June 30, 2019

   $ 41,198  

Less current portion of lease liabilities

     8,625  
  

 

 

 

Long-term portion of lease liabilities

   $ 32,573  
  

 

 

 

Interest expense on lease liabilities for the quarter and six months ended June 30, 2019 was 1,851 and 3,639 respectively and is included as part of finance costs in the consolidated statement of operations.

 

18 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

 

12.

Warrant liability

As consideration for the modification of the terms of the loan agreements on November 14, 2018, the Company had a commitment to issue warrants (“Warrants #9”) to the holder of the long-term debt on or before March 20, 2019. The exact number of warrants to be issued was based on the number of warrants necessary to increase the ownership of the holder of the long-term debt to 19.99% on a fully diluted basis at the date of issuance.

On February 22, 2019, the Company further amended the fourth loan agreement with the addition of two tranches, one of US$10 million and another one of US$5 million, that were drawn on February 22, 2019 and March 22, 2019 respectively. As consideration for the modification to the fourth loan agreement, the Company amended the terms applicable at the time of issuance of Warrants #9 to reduce the originally agreed exercise price from $1.00 to $0.15636 per preferred share and to issue the Warrants #9 concurrently with the modification. Accordingly, the Company issued 19,401,832 warrants on February 22, 2019. Each warrant entitles the holder to acquire one preferred share (note 16c) at a price of $0.15636 per preferred share and will expire on February 22, 2027. The Warrants #9 do not meet the definition of an equity instrument since the underlying preferred shares qualify as a liability instrument, and therefore they must be accounted for as a financial instrument carried at fair value through profit or loss.

The change in fair value of the warrant liability between December 31, 2018, when it was valued at $157 and prior to its modification on February 22, 2019, in the amount of $218 was recorded in the consolidated statement of operations. The Company recorded the increase in fair value of the warrants of $1,137 resulting from the reduction of the exercise price of Warrants #9 on February 22, 2019 against the two additional tranches of the credit facility, treating the increase as financing fees. The changes in fair value of the warrant liability between February 22, 2019, after the modification, and March 31, 2019 was an increase of $11 and a decrease in fair value of $1,369 (a gain) between March 31, 2019 to April 23, 2019. Both variations were recorded in the consolidated statements of operations. The estimated fair value of these warrants at April 23, 2019 was $153.

As part of the debt restructuring agreement on April 23, 2019 (note 13), all the outstanding warrants belonging to the holder of the debt, including the Warrants #9, were cancelled and replaced by new warrants (note 16c). The cancellation and the issuance of new warrants was treated as a modification. Following this modification, the Warrants #9 no longer meet the definition of a liability instrument and the Company reclassified the fair value of the Warrants #9 as of April 23, 2019 of $153 from warrant liability to warrants classified as equity.

The fair value of Warrants #9 on the various dates was calculated using a Black-Scholes option pricing model with the assumptions provided in the table below. In order to estimate the fair value of the underlying preferred share, the Company has used the market price of Prometic’s common shares at the measurement date, discounted for the fact that the preferred shares are illiquid. The value of the discount was calculated using a European put option model to sell a common share of Prometic at the price of $1.00 or $0.15636 per share in 20 years.

 

19 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

     April 23,
2019
    February 22,
2019
    December 31,
2018
 

Underlying preferred share fair value

     0.03       0.15       0.13  

Number of warrants issued on February 22, 2019

     19,401,832       19,401,832       14,088,498  

Volatility

     55.6     48.1     44.5

Risk-free interest rate

     1.66     1.84     2.82

Remaining life until expiry

     7.8       8.0       7.9  

Expected dividend rate

     —         —         —    
  

 

 

   

 

 

   

 

 

 

 

13.

Long-term debt

The transactions during the six months ended June 30, 2019 and the carrying value of the long-term debt at June 30, 2019 were as follows:

 

     2019  

Balance at January 1,

   $ 125,804  

Stated and accreted interest

     7,245  

Drawdown on Credit Facility

     18,677  

Derecognition of carrying amount of loans extinguished through share issuance

     (141,536

Repayment of principal with cash

     (576

Repayment of stated interest

     (3,032

Extinguishment of loan - April 23, 2019 loan modification

     (4,667

Recognition of loan - April 23, 2019 loan modification

     8,521  

Foreign exchange revaluation on Credit Facility balance

     (1,311
  

 

 

 

Balance at June 30,

   $ 9,125  
  

 

 

 

At June 30, 2019, the carrying amount of the debt comprised the following loans:

 

     June 30,
2019
 

Loan with the parent having a principal of $10,000 maturing on April 23, 2024 with an effective interest rate of 15,05% 1)

   $ 8,560  

Non-interest bearing government term loan having a principal amount of $576 repayable in equal monthly installments of $82 until January 31, 2020 with an effective interest rate of 8.8%

     565  
  

 

 

 
   $ 9,125  

Less current portion of long-term debt

     (565
  

 

 

 

Long-term portion of long-term debt

   $ 8,560  
  

 

 

 

 

1)

The Loan with the parent is secured by all the assets of the Company and requires that certain covenants be respected including maintaining an adjusted working capital ratio.

 

20 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

On February 22, 2019, the Company amended the fourth loan agreement (“Credit Facility”) with the addition of two tranches of US$10 million and US$5 million which the Company drew on February 22 and March 22, 2019, respectively. Those two tranches bear interest at an annual rate of 8.5% payable quarterly. Concurrently with the amendment, the Company agreed to reduce the exercise price of Warrants #9 from $1.00 to $0.15636 per preferred share and to immediately issue those warrants (note 12). The incremental fair value of the warrant liability of $1,137 due to this change was recognized as deferred financing fees related to the additional two tranches received. The Company recorded the credit facility draws on February 22, 2019 and March 22, 2019 at its fair value at the transaction date less the associated transaction costs and financing fees of $45 and $1,137 respectively, for a net amount of $18,677.

On April 23, 2019, the Company entered into a debt restructuring agreement with the long-term debt holder whereby the entirety of the principal on the Credit Facility plus a portion of the interest due, the entirety of the First and Second Original Issue Discount (“OID”) loans and the majority of the Third OID loan would be repaid by Prometic by the issuance of common shares, at a conversion price, rounded to the nearest five decimals, of $0.01521 per common share. Consequently, the US$95 million of principal plus interest due on the Credit Facility was reduced to $663 and the aggregate face value of the three OID loans was reduced by $99,552 to $10,000 with the remaining balance of the Third OID loan modified into an interest-bearing loan at a stated interest 10% payable quarterly. This resulted in the reduction of the long-term debt recorded on the consolidated statement of financial position by $141,536. The Company issued 15,050,312,371 common shares on that date which were recorded in share capital at a value of $228,915. The difference between the carrying amount of the debt converted into common shares and the increase in the value of the share capital is recognized as a loss on extinguishment of a loan of $87,379. The balance of interest due on the credit facility of $663 was paid in cash.

Since November 14, 2018, all transactions with SALP are considered related party transactions however following the issuance of the common shares to SALP as a result of the debt restructuring, SALP obtained control over the Company and since then, is Prometic’s controlling parent.

Pursuant to the debt restructuring, the Company cancelled the warrants previously held by SALP and replaced them with new warrants having an exercise price rounded to the nearest five decimals of $0.01521 per common share, expiring on April 23, 2027 (note 16c). The incremental fair value of the replacement warrants was recognized in warrants equity and as part of the loss on the debt extinguishment together with the legal fees incurred to finalize all the related legal agreements.

The modification in terms of the remaining balance of the Third OID loan of $10,000 was accounted for as an extinguishment of the long-term debt and the re-issuance of a new interest-bearing loan (“Loan with the parent”). The difference between the carrying amount of the loan extinguished of $4,667 and the fair value of the new Loan with the parent of $8,521 recognized was recorded as a loss on debt extinguishment of $3,854. The fair value of the modified loan was determined using a discounted cash flow model with a market interest rate of 15.1%.

 

21 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

As a result of this transaction and the extinguishments of debt that occurred earlier in the year following payments made to suppliers by the issuance of equity (note 16a), the consolidated statement of operations for the quarter and the six months ended June 30, 2019, includes a loss on extinguishment of liabilities of $92,374 detailed as follows:

 

Loss on extinguishment of liabilities due to April 23, 2019 loan modification

  

Comprising the following elements:

  

Debt to equity conversion

   $  87,379  

Expensing of financing fees on loan extinguishment

     653  

Extinguishment of previous loan

     (4,667

Recognition of modified loan

     8,521  

Expensing of increase in the fair value of the warrants (note 16c)

     408  
  

 

 

 

Loss on extinguishment of liabilities due to April 23, 2019 loan modification

   $ 92,294  

Loss on extinguishment of liabilities to suppliers (note 16a)

     80  
  

 

 

 

Loss on extinguishments of liabilities

   $ 92,374  
  

 

 

 

As at June 30, 2019, the Company was in compliance with all of its covenants under its long-term debt agreement.

 

14.

Other long-term liabilities

 

     June 30,
2019
     December 31,
2018
 

Settlement fee payable

   $ 110      $ 102  

Royalty payment obligations

     3,015        3,077  

License acquisition payment obligation

     1,309        2,726  

Other employee benefit liabilities

     1,978        2,399  

Other long-term liabilities

     —          330  
  

 

 

    

 

 

 
   $ 6,412      $ 8,634  

Less:

     

Current portion of settlement fee payable (note 10)

     (110      (102

Current portion of royalty payment obligations (note 10)

     (46      (68

Current portion of license acquisition payment obligation (note 10)

     (1,309      (1,363

Current portion of other employee benefit liabilities (note 10)

     (1,473      (1,406
  

 

 

    

 

 

 
   $ 3,474      $ 5,695  
  

 

 

    

 

 

 

 

15.

Contractual obligations

The following table presents the contractual maturities of the financial liabilities as of June 30, 2019:

 

    

 

     Contractual Cash flows  
     Carrying
amount
     Payable
within 1 year
     2 -4 years      5 years      Later than
5 years
     Total  

Accounts payable and accrued liabilities

   $ 16,949      $ 16,949      $ —        $ —        $ —        $ 16,949  

Long-term portion of royalty payment obligations

     2,969        —          3,350        26        275        3,651  

Lease liabilities

     41,198        9,404        26,030        7,334        44,867        87,635  

Long-term portion of other employee benefit liabilities

     505        —          505        —          —          505  

Long-term debt 1)

     8,560        1,588        3,025        10,823        —          15,436  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 70,181      $ 27,941      $ 32,910      $ 18,183      $ 45,142      $ 124,176  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1)

Under the terms of the Loan with the parent (note 13), the holder of Warrants #10 may decide to cancel a portion of the principal value of the loan as payment upon the exercise of these warrants. The maximum repayment due on the loan has been included in the above table.

 

22 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

16.

Share capital and other equity instruments

On July 5, 2019, the Company performed a one thousand-to-one share consolidation of the Company’s common shares, stock options, restricted share units and warrants (note 22). The quantities and per unit prices presented in this note are shown on a pre-share consolidation basis.

 

a)

Share capital

 

     June 30, 2019      June 30, 2018  
     Number      Amount      Number      Amount  

Issued common shares

     23,313,233,245      $ 932,951        718,126,512      $ 582,242  

Share purchase loan to a former officer

     —          —          —          (400
  

 

 

    

 

 

    

 

 

    

 

 

 

Issued and fully paid common shares

     23,313,233,245      $ 932,951        718,126,512      $ 581,842  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

23 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

Changes in the issued and outstanding common shares during the six months ended June 30, 2019 and 2018 were as follows:

 

     June 30, 2019      June 30, 2018  
     Number      Amount      Number      Amount  

Balance - beginning of period

     720,368,286      $ 583,117        710,593,273      $ 575,150  

Issued to acquire assets

     4,420,000        1,326        1,113,342        1,960  

Issued to acquire non-controlling interest (note 17)

     —          —          4,712,422        3,629  

Exercise of stock options (note 16b)

     —          —          1,689,624        1,073  

Shares issued pursuant to restricted share units plan (note 16b)

     —          —          17,851        30  

Shares issued pursuant to debt restructuring

     15,050,312,371        228,915        —          —    

Shares issued for cash

     7,536,660,928        118,648        —          —    

Shares released from escrow

     —          400        —          —    

Shares issued in payment to suppliers

     1,471,660        545        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance - end of period

     23,313,233,245      $ 932,951        718,126,512      $ 581,842  
  

 

 

    

 

 

    

 

 

    

 

 

 

2019

In November 2018, the Company entered into an ”At-the-Market” (“ATM”) Equity Distribution Agreement (“EDA”) under which the Company is able, at its discretion and from time to time, subject to conditions in the EDA, to offer common shares through ATM issuances on the TSX or any other marketplace for aggregate proceeds not exceeding $31 million. This agreement provides that common shares are to be sold at market prices prevailing at the time of sale. In the six months ended June 30, 2019, the Company issued a total of 12,870,600 common shares at an average price of $0.33 per share under the ATM for aggregate gross proceeds of $4,214, less transaction costs of $248 recorded in deficit, for total net proceeds of $4,088.

On January 29, 2019, the Company issued 4,420,000 common shares in settlement of second payment due for the license acquisition payment obligation and recorded $1,326 in share capital based on the market value of the shares on that date.

On February 25 and 27, 2019, the Company issued a total of 1,471,660 common shares in payment for amounts due to certain suppliers. This transaction was accounted for as an extinguishment of liabilities and the difference between the carrying value of the accounts payable of $465 and the amount recorded for the shares issued of $545, which were valued at the market price of the shares on their date of issuance, was recorded as a loss on extinguishment of liabilities of $80.

As part of the settlement agreement concluded in April 2019 with the former CEO of the Company, common shares held in escrow as security for a share purchase loan of $400 to the former CEO were released and the loan extinguished in exchange for the receipt of a payment of $137, representing the fair value of the shares at the time of the settlement.

On April 23, 2019, the Company issued 15,050,312,371 common shares as part of the debt restructuring (note 13). The shares issued in relation with the debt restructuring contained trading restrictions and accordingly, the Company determined that their quoted price did not fairly represent the value of the shares issued. As such, the issued shares were recorded at fair value using a market approach under a level 2 fair value measurement of $0.01521 per share, resulting in a value of the shares issued of $228,915. The fair value was based on a share issuance for cash on the same date with a non-related party. The difference between the adjustment to the carrying value of the loan of $141,536 and the amount recorded for the shares issued of $228,915 was recorded as a loss on extinguishment of a loan of $87,379.

 

24 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

Concurrently, the Company closed two private placements for 4,931,162,535 common shares at a subscription price rounded to the nearest five decimals of $0.01521 for gross proceeds of $75,000, less transaction costs of $4,802 recorded in deficit, for total net proceeds of $70,197.

In May 2019, the Company announced a Rights Offering to the holders of its common shares at the close of business on May 21, 2019 to subscribe for up to 20 common shares for a subscription price rounded to the nearest five decimals of $0.01521 per common share. The Right Offering was subject to a proration to ensure that no more than $75,000 was raised. In June 2019, the Company issued 2,592,627,793 common shares for gross proceeds of $39,434 as part of the Right Offerings less transactions costs of $271 recorded in deficit, for total net proceeds of $39,163.

2018

On January 29, 2018, the Company issued 742,228 common shares in partial payment for the acquisition of a license and 371,114 common shares to acquire an option to buy production equipment. Based on the $1.76 share price on that date, the values attributed to the shares issued were $1,960.

In April 27, 2018, the Company reacquired the non-controlling shareholders’ 13% interest in Prometic Bioproduction Inc. in exchange for the issuance of 4,712,422 common shares of the Company. Based on the $0.77 share price on that date, the value attributed to the shares issued was $3,629 (note 17).

 

25 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

b)

Contributed surplus (Share-based payments)

Stock options

Changes in the number of stock options outstanding during the six months ended June 30, 2019 and 2018 were as follows:

 

     June 30, 2019      June 30, 2018  
     Number      Weighted
average
exercise price
     Number      Weighted
average
exercise price
 

Balance - beginning of period

     21,815,029      $ 1.47        14,463,270      $ 1.79  

Granted

     2,047,565,440        0.04        145,350        0.77  

Forfeited

     (1,450,355      1.80        (229,158      2.04  

Exercised

     —          —          (1,689,624      0.38  

Cancelled

     (9,215,878      1.73        —          —    

Expired

     (1,921,201      1.11        (47,250      0.34  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance - end of period

     2,056,793,035      $ 0.04        12,642,588      $ 1.97  
  

 

 

    

 

 

    

 

 

    

 

 

 

2019

On January 24, 2019, 1,622,620 stock options were granted at an exercise price of $0.30 and vesting on December 31, 2019. On June 4, 2019, 1,794,228,820 stock options were granted to key management at a strike price of $0.036 of which 248,826,820 stock options vested immediately and the remaining vest over a period up to six years. On June 19, 2019, 251,714,000 stock options were issued at a strike price of $0.027 of which 60,717,000 stock options vested immediately and the remaining vest over a period up to four years. The weighted average grant date fair value of the stock options issued was $0.02.

On June 19, 2019, the Company cancelled the options that were issued prior to June 2019, as the exercise price of these options were so above the market price at the time, that it was highly unlikely that they would ever be exercised. In compensation for their agreement to the cancellation, key management and employees, received the new options granted to them in June 2019 discussed above. Consequently, 9,215,878 stock options with a weighted average exercise price of $1.73 were cancelled.

All stock options granted in 2018 and 2019 have a contractual life of 10 years.

2018

During the six months ended June 30, 2018, 1,689,624 stock options were exercised resulting in cash proceeds of $635 and a transfer from contributed surplus to share capital of $438. The weighted average share price on the date of exercise of the options during the six months ended June 30, 2018 was $1.04.

 

26 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

The Company uses the Black-Scholes option pricing model to calculate the fair value of options at the date of grant. The weighted average inputs into the model and the resulting grant date fair values during the six months ended June 30, 2019 and 2018 were as follows:

 

     June 30, 2019     June 30, 2018  

Expected dividend rate

     —         —    

Expected volatility of share price

     45.0     63.8

Risk-free interest rate

     1.4     2.1

Expected life in years

     7.3       7.0  

Weighted average grant date fair value

   $  0.01     $  0.55  
  

 

 

   

 

 

 

At June 30, 2019, options issued and outstanding by range of exercise price are as follows:

 

Range of

exercise price

   Number
outstanding
     Weighted average
remaining
contractual life
(in years)
     Weighted
average
exercise price
     Number
exercisable
     Weighted
average
exercise price
 

$0.027 - $0.027

     251,363,000        9.9      $ 0.027        60,717,000      $ 0.027  

$0.036 - $0.036

     1,794,228,820        9.9        0.036        254,813,000        0.036  

$0.39 - $3.19

     11,201,215        6.6        1.56        7,756,000        1.78  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     2,056,793,035        9.9      $ 0.043        323,286,000      $ 0.076  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

A share-based payment compensation expense of $6,736 and $7,224 was recorded for the options for the quarter and the six months ended June 30, 2019, respectively ($597 and $1,321 for the quarter and the six months ended June 30, 2018). The portion of this compensation pertaining to key management personnel is $5,008 and $5,437 for the quarter and the six months ended June 30, 2019 ($294 and $713 for the quarter and six months ended June 30, 2018).

Restricted share units (“RSU”)

Changes in the number of RSU outstanding during the six months ended June 30, 2019 and 2018 were as follows:

 

     June 30,
2019
     June 30,
2018
 

Balance - beginning of period

     18,517,567        10,561,283  

Granted

     12,568,600        —    

Expired

     —          (817,279

Forfeited

     (384,448      (53,329

Released

     —          (17,851

Paid in cash

     (8,247,000      —    

Cancelled

     (4,303,653      —    
  

 

 

    

 

 

 

Balance - end of period

     18,151,066        9,672,824  
  

 

 

    

 

 

 

2019

On January 31, 2019, the Company granted 12,568,600 RSU at a grant price of $0.30 and a one-year vesting period. On May 30, 2019, the Company decided to vest the 12,568,600 RSU and the employees were given the choice to receive the then current value of the shares in cash or to receive the shares at a later date. As a result, 8,247,000 RSU were release and paid in cash resulting in a reduction to contributed surplus of $421.

 

27 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

On May 7, 2019 the 12,910,959 performance-based RSU pertaining to the “2017-2019” cycle and the “2018-2020” cycle were modified by removing the performance conditions and converting them into time-vesting RSU. The quantity modified into time-vesting unit was equivalent to the 100% achievement range whereby in the past, the outcome of the performance conditions could go from zero to 150%. In the past, the Company has always reported the quantity of RSU outstanding as the maximum number of shares that could be issued under the plan. This change resulted in the cancellation of 4,303,653 unit.

At June 30, 2019, 7,725,787 vested RSU and 10,625,279 unvested RSU were outstanding. Share-based payment compensation expense of $8,161 and $9,205 was recorded during the quarter and the six months ended June 30, 2019. The portion of this compensation related to key management personnel is $5,668 and $6,502 for the quarter and the six months ended June 30, 2019.

 

28 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

2018

At June 30, 2018, 1,973,325 vested RSU and 7,669,499 unvested RSU were outstanding. During the six months ended June 30, 2018, 17,851 vested RSU were released and an equivalent number of shares were issued out of treasury resulting in a transfer from contributed surplus to share capital of $30. A share-based payment compensation expense of $109 and $505 were recorded during the quarter and the six months ended June 30, 2018 respectively. The portion of this compensation related to key management personnel is $125 and $483 for the quarter and the six months ended June 30, 2018, respectively

Share-based payment expense

The total share-based payment expense, comprising the above-mentioned expenses for stock options and RSU, has been included in the consolidated statements of operations for the quarter and the six months ended June 30, 2019 and 2018 as indicated in the following table:

 

     Quarter ended June 30,      Six months ended June 30,  
     2019      2018      2019      2018  

Cost of sales and other production expenses

   $ 88      $ 37      $ 88      $ 91  

Research and development expenses

     5,080        322        5,772        792  

Administration, selling and marketing expenses

     9,729        347        10,569        943  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 14,897      $ 706      $ 16,429      $ 1,826  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

c)

Warrants

The following table summarizes the changes in the number of warrants outstanding during the six months ended June 30, 2019 and 2018:

 

     June 30, 2019      June 30, 2018  
     Number      Weighted
average
exercise price
     Number      Weighted
average
exercise price
 

Balance of warrants - beginning of period

     153,611,386      $ 1.03        121,672,099      $ 2.11  

Issued for cash

     19,401,832        0.16        —          —    

Issued to acquire assets

     —          —          4,000,000        3.00  

Cancelled - loan modification

     (168,735,308      0.23        —          —    

Issued - loan modification

     168,735,308        0.02        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants - end of period

     173,013,218      $ 0.09        125,672,099      $ 2.14  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants exercisable - end of period

     171,013,218      $ 0.06        103,672,099      $ 2.18  
  

 

 

    

 

 

    

 

 

    

 

 

 

2019

On February 22, 2019, pursuant to modifying the fourth loan agreement (note 13), the Company issued 19,401,832 warrants, Warrants #9, having an exercise price of $0.15636. Warrants #9 do not meet the definition of an equity instrument since the underlying preferred shares qualify as a liability instrument, and therefore they must be accounted for as a financial instrument carried at fair value through profit or loss (note 12).

 

29 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

On April 23, 2019, as part of the debt restructuring (note 13), 168,735,308 warrants (Warrants #1, 2, 8 and 9) were cancelled and replaced with an equivalent number of new warrants, Warrants #10, that will be exercisable at an exercise price of $0.01521 per common share and expire on April 23, 2027. The increase in the fair value of the replacement warrants compared to those cancelled was $408 at the date of the modification and was recorded in shareholders’ equity – warrants with the corresponding expense recorded as part of the loss on extinguishment of liabilities due to the debt restructuring.

2018

On January 29, 2018, the Company issued 4,000,000 warrants to acquire common shares, as consideration for a license. The warrants have an exercise price of $3.00 per share and expire after five years. The first 2,000,000 warrants become exercisable after one year while the second 2,000,000 warrants become exercisable after two years. The fair value of the warrants and consequently the value of the license is $1,743 and was determined using a Black-Scholes option pricing model.

On November 30, 2017, pursuant to entering into a non-revolving credit facility agreement, the Company issued the Seventh Warrants to the holder of the long-term debt. Further details concerning the credit facility are provided in note 13. The Seventh Warrants consist of 54,000,000 warrants from which 10,000,000 warrants were exercisable as of the date of the agreement and the remaining 44,000,000 warrants become exercisable as and if the Company draws upon the credit facility in increments of US$10 million; 5,000,000 warrants become exercisable for each US$10 million drawn on the first US$40 million tranche of the credit facility and 6,000,000 warrants become exercisable for each US$10 million drawn on the second US$40 million tranche of the credit facility. Each warrant gives the holder the right to acquire one common share at an exercise price of $1.70. The warrants expire on June 30, 2026. Although the warrants are issued and outstanding in the warrant table above, for accounting purposes, these warrants will be recognized and measured at the time they become exercisable.

As the Company drew an amount of US$10 million on the Credit Facility on each of January 22, February 23, April 30, August 2, September 21, and November 22, 2018, the amounts received were allocated to the debt and the Warrants #7 that vested upon the draw, based on their fair value at the time of the drawdown. The aggregate value of the proceeds attributed to the warrants that became exercisable on those dates was $11,159, which was recorded in equity.

On November 14, 2018 an agreement was signed between the Company and the holder of the long-term debt to extend the maturity of the three OID loans and the Credit Facility (note 13). As part of the cost for the debt modification, the Company proceeded on November 30, 2018 to cancel 100,117,594 existing warrants (Warrants #3 to 7) and replace them with 128,056,881 new warrants (Warrants #8), each giving the holder the right to acquire one common share at an exercise price of $1.00 per share, paid either in cash or in consideration of the lender’s cancellation of an equivalent amount of the face value of an OID loan. The warrants expire on November 30, 2026. A payment of $10 was received from the holder of the long-term debt as part of this transaction. The increase in the fair value of the replacement warrants compared to those cancelled was $8,440 at the date of the modification. This value in addition to the payment received was recorded in shareholders’ equity – warrants and the corresponding debit was recorded against the gain on extinguishment of liabilities relating to the debt modification.

 

30 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

As at June 30, 2019, the following warrants were outstanding:

 

     Number      Expiry date      Exercise price  
     277,910        September 2019      $ 6.39  
     4,000,000        January 2023        3.00  
     168,735,308        April 2027        0.02  
  

 

 

       

 

 

 
     173,013,218         $ 0.09  
  

 

 

       

 

 

 

 

17.

Non-controlling interests

The interest in the subsidiaries for which the Company currently holds less than 100 % interest are as follows:

 

Name of subsidiary

  

Segment activity

  

Place of incorporation

and operation

   Proportion of ownership
interest held by the group
 
               2019     2018  

Pathogen Removal and Diagnostic Technologies Inc.

   Bioseparations    Delaware, U.S.      77     77

NantPro Biosciences, LLC

   Plasma-derived therapeutics    Delaware, U.S.      73     73
        

 

 

   

 

 

 

The non-controlling interest (“NCI”) in Prometic Bioproduction Inc.’s owned 13% of the common shares until April 2018, when the Company acquired these shares. Until that time, the NCI in Prometic Bioproduction Inc. was attributed its share of the operating results and the financial position of the entity.

 

31 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

The NCI balance on the consolidated statements of financial position and the losses allocated to the NCI in the consolidated statements of operations, per subsidiary are as follows:

 

     June 30,      December 31,  
     2019      2018  

Consolidated statements of financial position:

     

Pathogen Removal and Diagnostic Technologies Inc.

     (7,150      (6,542
  

 

 

    

 

 

 

Total non-controlling interests

   $ (7,150    $ (6,542
  

 

 

    

 

 

 

 

     Quarter ended June 30,      Six months ended June 30,  
     2019      2018      2019      2018  

Consolidated statements of operations:

           

Prometic Bioproduction Inc.

   $ —        $ (177    $ —        $ (926

Pathogen Removal and Diagnostic Technologies Inc.

     (10      (73      (608      (613

NantPro Biosciences, LLC

     (76      (547      (176      (2,202
  

 

 

    

 

 

    

 

 

    

 

 

 

Total non-controlling interests

   $ (86    $ (797    $ (784    $ (3,741
  

 

 

    

 

 

    

 

 

    

 

 

 

The NantPro Biosciences, LLC non-controlling interest’s share in the funding of the subsidiary by Prometic was $176 for the six months ended June 30, 2019 ($2,202 for the six months ended June 30, 2018) and has been presented in the consolidated statements of changes in equity.

 

18.

Revenues

 

     Quarter ended June 30,      Six months ended June 30,  
     2019      2018      2019      2018  

Revenues from the sale of goods

   $ 8,392      $ 19,690      $ 16,147      $ 23,479  

Revenues from the rendering of services

     328        329        771        579  

Rental revenue

     32        136        67        389  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 8,752      $ 20,155      $ 16,985      $ 24,447  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

19.

Income taxes

As a result of the conversion of the parent’s debt into shares of Prometic, more than 50% of the issued shares of Prometic are now owned by a single shareholder. The tax rules in the jurisdictions in which Prometic operates create restrictions that will have an impact on how some of the losses are available to shelter taxable income generated in taxation years ending after this change of ownership. Management is evaluating the practical implications of the application of these rules in each jurisdiction as well as looking at alternatives to mitigate the implications related to their application.

 

32 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

20.

Basic and diluted earnings per share

The Company presents basic and diluted earnings per share (“EPS”) data for its common shares. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for any bonus element.

The number of average basic and diluted shares outstanding for all the periods presented in the consolidated statements of operations have been adjusted in order to reflect the effect of the bonus element of the Rights Offering that occurred in June 2019 and the share consolidation that took place on July 5, 2019 (note 22).

 

33 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

21.

Segmented information

The Company’s three operating segments are Small molecule therapeutics, Plasma-derived therapeutics and Bioseparations.

a) Revenues and expenses by operating segments:

 

For the quarter ended June 30, 2019

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ 2     $ 725     $ 7,990      $ 35     $ 8,752  

Intersegment revenues

     —         —         191        (191     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     2       725       8,181        (156     8,752  

Cost of sales and other production expenses

     —         533       3,394        (46     3,881  

Manufacturing and purchase cost of therapeutics used for R&D activities

     20       11,888       —          (144     11,764  

R&D - Other expenses

     3,853       6,631       1,909        —         12,393  

Administration, selling and marketing expenses

     1,592       2,048       800        14,150       18,590  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (5,463   $ (20,375   $ 2,078      $ (14,116   $ (37,876

Loss on foreign exchange

              107  

Finance costs

              3,556  

Loss on extinguishments of liabilities

              92,294  

Change in fair value of financial instruments measured at FVPL

              (1,369
           

 

 

 

Net loss before income taxes

            $ (132,464
           

 

 

 

Other information

           

Depreciation and amortization

   $ 186     $ 1,824     $ 327      $ 160     $ 2,497  

Share-based payment expense

     3,390       3,119       172        8,216       14,897  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

For the quarter ended June 30, 2018

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 14,438     $ 5,682      $ 35     $ 20,155  

Intersegment revenues

     —         —         202        (202     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     —         14,438       5,884        (167     20,155  

Cost of sales and other production expenses

     —         14,427       2,063        (84     16,406  

Manufacturing and purchase cost of therapeutics used for R&D activities

     1,067       9,961       —          (93     10,935  

R&D - Other expenses

     3,215       8,238       1,616        —         13,069  

Administration, selling and marketing expenses

     915       2,811       749        2,469       6,944  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (5,197   $ (20,999   $ 1,456      $ (2,459   $ (27,199

Loss on foreign exchange

              958  

Finance costs

              5,332  
           

 

 

 

Net loss before income taxes

            $ (33,489
           

 

 

 

Other information

           

Depreciation and amortization

   $ 126     $ 965     $ 252      $ 86     $ 1,429  

Share-based payment expense

     154       193       56        303       706  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

34 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

For the six months ended June 30, 2019

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ 33     $ 2,923     $ 13,959      $ 70     $ 16,985  

Intersegment revenues

     —         7       191        (198     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     33       2,930       14,150        (128     16,985  

Cost of sales and other production expenses

     —         1,663       6,616        (46     8,233  

Manufacturing and purchase cost of therapeutics used for R&D activities

     20       21,122       —          (161     20,981  

R&D - Other expenses

     6,558       12,107       3,703        —         22,368  

Administration, selling and marketing expenses

     2,223       4,010       1,650        18,351       26,234  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (8,768   $ (35,972   $ 2,181      $ (18,272   $ (60,831

Gain on foreign exchange

              (1,676

Finance costs

              10,909  

Loss on extinguishments of liabilities

              92,374  

Change in fair value of financial instruments measured at fair value through profit or loss

              (1,140
           

 

 

 

Net loss before income taxes

            $ (161,298
           

 

 

 

Other information

           

Depreciation and amortization

   $ 363     $ 3,623     $ 642      $ 304     $ 4,932  

Share-based payment expense

     3,787       3,470       239        8,933       16,429  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

For the six months ended June 30, 2018

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 14,961     $ 9,416      $ 70     $ 24,447  

Intersegment revenues

     —         14       319        (333     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     —         14,975       9,735        (263     24,447  

Cost of sales and other production expenses

     —         16,531       4,795        (154     21,172  

Manufacturing and purchase cost of therapeutics used for R&D activities

     1,751       16,292       —          (124     17,919  

R&D - Other expenses

     7,481       17,623       3,397        —         28,501  

Administration, selling and marketing expenses

     1,812       5,719       1,502        5,614       14,647  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (11,044   $ (41,190   $ 41      $ (5,599   $ (57,792

Loss on foreign exchange

              2,069  

Finance costs

              9,575  
           

 

 

 

Net loss before income taxes

            $ (69,436
           

 

 

 

Other information

           

Depreciation and amortization

   $ 257     $ 1,792     $ 495      $ 167     $ 2,711  

Share-based payment expense

     325       496       124        881       1,826  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

35 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

b) Revenues by location

 

     Quarter ended June 30,      Six months ended June 30,  
     2019      2018      2019      2018  

Switzerland

   $ 3,187      $ 2,358      $ 5,826      $ 3,274  

United States

     2,305        14,221        5,469        14,226  

Sweden

     2,046        —          2,046        —    

Netherlands

     303        136        1,477        740  

Canada

     439        449        1,281        1,007  

South Korea

     —          2,657        2        2,657  

Austria

     —          126        —          2,102  

Other countries

     472        208        884        441  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 8,752        20,155      $ 16,985      $ 24,447  
  

 

 

    

 

 

    

 

 

    

 

 

 

Revenues are attributed to countries based on the location of customers.

The Company derives significant revenues from certain customers. During the six months ended June 30, 2019, there were three customers in the Bioseparations segment who accounted for 63% (34%, 16% and 12% respectively) and one customer in the Plasma-derived therapeutics segment who accounted for 10% of total revenues. For the six months ended June 30, 2018, there was one customer in the Plasma-derived therapeutics segment who accounted for 57% of total revenues and two customers in the Bioseparations segment who accounted for 24% (13% and 11% respectively) of total revenues.

 

22.

Subsequent event

On July 5, 2019, the Company performed a thousand-to-one share consolidation of the Company’s issued equity instruments including common shares, warrants, options and RSUs. Any quantity relating to these instruments for 2018 and up to July 5, 2019 or any per unit price such as exercise prices disclosed throughout the interim financial statements have not been retrospectively adjusted for the share consolidation except for the weighted average number of shares outstanding used in the calculation of basic and diluted EPS which have been retroactively adjusted to give effect to the share consolidation as required by IAS 33, Earnings per share and consequently the basic and diluted earnings per share for the periods presented, and the quantities provided in the table below.

 

36 of 37


PROMETIC LIFE SCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the six months ended on June 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

The effect of the share consolidation on the issued and outstanding number of common shares, stock options, restricted share units and warrants outstanding at June 30, 2019 is as follows:

 

     Balance before      Balance after  
     share      share  
     consolidation      consolidation  

Common shares

     23,313,233,245        23,313,191  

Stock options

     2,056,793,035        2,056,218  

Restricted share units

     18,151,066        18,009  

Warrants

     171,013,218        173,013  
  

 

 

    

 

 

 

 

37 of 37

Exhibit 99.26

 

LOGO

Management Discussion & Analysis

Prometic Life Sciences Inc.

For the quarter and the year ended December 31, 2017

 

1 of 43


MANAGEMENT’S DISCUSSION & ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) is intended to help the reader to better understand Prometic Life Sciences Inc.’s (“Prometic” or the “Corporation”) operations, financial performance and results of operations, as well as the present and future business environment. This MD&A has been prepared as of March 28, 2018, and should be read in conjunction with Prometic’s audited annual consolidated financial statements for the year ended December 31, 2017. Additional information related to the Corporation, including the Corporation’s Annual Information Form, is available on SEDAR at www.sedar.com. All amounts in tables are in thousands of Canadian dollars, except where otherwise noted.

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis of the results of operations and the financial condition may contain forward-looking statements about Prometic’s objectives, strategies, financial condition, future performance, results of operations and businesses as of the date of this MD&A.

These statements are “forward-looking” because they represent Prometic’s expectations, intentions, plans and beliefs about the markets the Corporation operates in and on various estimates and assumptions based on information available to its management at the time these statements are made. Without limiting the generality of the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “intend”, “could”, “would”, “estimate”, “continue”, “plan” or “pursue”, or the negative of these terms, other variations thereof or comparable terminology, are intended to identify forward-looking statements although not all forward-looking information contains these terms and phrases. Forward-looking information is provided for the purposes of assisting the reader in understanding the Corporation and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments and therefore the reader is cautioned that such information may not be appropriate for other purposes.

Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, regulatory approvals, the availability of funds and resources to pursue research and development (“R&D”) projects, the successful and timely completion of clinical studies, our ability to take advantage of business opportunities in the pharmaceutical industry, reliance on key personnel, collaborative partners and third parties, our patents and proprietary technology, our ability to access capital, the use of certain hazardous materials, the availability and sources of raw materials, currency fluctuations, the value of our intangible assets, negative operating cash flow, legal proceedings, uncertainties related to the regulatory process, general changes in economic conditions and other risks related to Prometic’s industry. More detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations can be found in the Annual Information Form under the heading “Risks and Uncertainties Related to Prometic’s Business”.

Although Prometic has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Therefore, there can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place undue reliance on forward-looking statements.

As a result, Prometic cannot guarantee that any forward-looking statement will materialize. Prometic assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

 

2 of 43


Prometic is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF), biopharmaceutical Corporation with globally recognized expertise in bioseparation, plasma-derived therapeutics and small molecule drug development. Prometic is focused on bringing safer, more cost-effective and more convenient products to both existing and emerging markets. Prometic is active in developing its own novel small molecule therapeutic products targeting unmet medical needs in the field of fibrosis, autoimmune disease/inflammation and cancer. Prometic also offers its state of the art technologies for large-scale drug purification of biologics, drug development, proteomics and the elimination of pathogens to several industry leaders and uses its own affinity technology that provides for highly efficient extraction and purification of therapeutic proteins from human plasma in order to develop and commercialize best-in-class plasma-derived therapeutics. A number of both the plasma-derived and small molecule products are under development for rare diseases and orphan drug indications.

Headquartered in Laval (Canada), Prometic has R&D facilities in the U.K., the U.S. and Canada, manufacturing facilities in the Isle of Man and Canada and business development activities in Canada, the U.S., Europe and Asia.

UPDATE ON BUSINESS SEGMENTS ACTIVITIES

Prometic’s operations are divided into three distinct business operating segments: the Small molecule therapeutics segment, the Plasma-derived therapeutics segment and the Bioseparations segment.

Small molecule therapeutics segment

The Small molecule therapeutics segment is comprised of two operating subsidiaries. The principal subsidiaries, which operated this segment for the financial year ended December 31, 2017 were:

 

   

Prometic Pharma SMT Limited (PSMT), based in Cambridge, UK, which operates the Small Molecule Therapeutics Segment for the world (except Canada); and

 

   

Prometic Biosciences Inc. (PBI), based in Laval, Quebec, Canada, which operates the Small Molecule Therapeutics Segment for Canada and performs research and development activities on behalf of PSMT.

The business model for the Small molecule therapeutics segment is for Prometic to develop promising drug candidates such as PBI-4050 and to independently pursue commercialization activities for rare or orphan indications for the North American markets and possibly partner or out-license rights to commercialize same in other territories. The Corporation plans to enter into partnerships for other larger medical indications and or geographical regions requiring a much more substantial local commercial reach and resources. It is generally not Prometic’s intention to independently undertake late-stage clinical trials (phase 3) in large indications, such as Chronic Kidney Disease (“CKD”) or Diabetic Kidney Disease (“DKD”) without the support of a strategic venture or big pharma partner.

The Corporation intends to:

 

   

Develop, obtain regulatory approval and commercialize, directly, or in partnership PBI-4050 for the treatment of Idiopathic Pulmonary Fibrosis (IPF).

 

   

Develop, obtain regulatory approval and successfully commercialize PBI-4050 for the treatment of Alström (“AS”), and use the evidence of clinical efficacy in AS patients to expand the use of PBI-4050 and or its follow on analogues to treat other large unmet fibrotic diseases such as cardiac pulmonary or kidney fibrosis, NASH or other types of liver fibrosis pulmonary hypertension and scleroderma.

 

3 of 43


LOGO

Fibrosis and Mechanism of Action

The Small Molecule Therapeutics Segment is a small-molecule drug development business, with a pipeline of product candidates leveraging the discovery of two receptors involved in the regulation of the healing process. Following an injury, the body has the ability to heal and regenerate damaged tissues. If an injury is overwhelming or chronic in nature, the tissue regeneration process will be taken over by the fibrotic process or fibrosis. Fibrosis is characterized by the excessive accumulation of extracellular matrix (ECM) in damaged or inflamed tissues and is the common pathological outcome of many inflammatory and metabolic diseases. Numerous clinical conditions can lead to organ fibrosis and functional failure; in many disorders, acute or persistent inflammation is crucial to trigger the fibrotic response. The production of various profibrotic cytokines and growth factors by innate inflammatory cells results in the recruitment and activation of ECM producing myofibroblasts. There is currently a great need for therapies that could effectively target pathophysiological pathways involved in fibrosis. Notable examples of medical conditions where fibrosis is at the core of organs losing functionality include: IPF, Chronic Kidney Disease, NASH and AS.

Prometic has observed that the “up-regulation” of receptor GPR40 concomitant to the “down-regulation” of receptor GPR84 which promotes the normal healing process as opposed to promoting the fibrotic process. Prometic’s drug candidates are agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. A significant number of manuscripts have been submitted for publication now that the Corporation has determined it has filed sufficient patents to adequately protect its portfolio of drug candidates that targets these two receptors. One of these manuscripts was published on February 16, 2018 in the American Journal of Pathology, the official journal of the American Society of Investigational Pathology. The paper entitled “A Newly Discovered Antifibrotic Pathway Regulated by Two Fatty Acid Receptors: GPR40 and GPR84” documents the discovery of an antifibrotic pathway involving these two receptors and the activity of our lead drug candidate PBI-4050. Said publication examines PBI-4050’s ligand affinity in vitro and in vivo for the fatty acid receptors, GPR40 and GPR84. GPR40 and GPR84 are known to be involved in diverse physiological processes related to metabolic regulation and to inflammation, but the fundamental importance of these receptors in the fibrosis pathways had not been recognized until now. In this study, the authors uncovered a novel antifibrotic pathway involving these receptors, showing that GPR40 is protective and GPR84 is deleterious in fibrotic diseases. Importantly, this study also shows that PBI-4050 acts as an agonist of GPR40 and an antagonist of GPR84. Through its binding to these receptors, PBI-4050 significantly attenuated fibrosis in many injury contexts, as evidenced by the global antifibrotic activity observed in the kidney, liver, heart, lung, pancreas, or skin.

The activity of drug candidates such as PBI-4050 has been observed in over 30 different preclinical models performed by the Corporation and by other universities or institutions in collaboration with the Corporation, such as Vanderbilt University, University of Ottawa, Université de Montréal, McMaster University and the Montreal Heart Institute. PBI-4050 was also successfully completed in three separate phase 2 clinical trials supporting the translation of such results in the biologic activity in humans and helping pave the way for the initiation of a pivotal phase 3 clinical trial for IPF in the USA. While the Small Molecule Therapeutics Segment has several promising drug candidates, management has thus far focused its efforts on its anti-fibrotic lead drug candidate PBI-4050. With observed signs of clinical efficacy and a favorable tolerability profile in hundreds of human subjects, Prometic is bringing follow-on analogues of PBI-4050 to the clinical programs. PBI-4547 and PBI-4425 are amongst such drug candidates earmarked by Prometic to commence phase 1 clinical programs in 2018.

 

4 of 43


PBI-4050, Prometic’s Lead Compound and Clinical Programs

PBI-4050 is currently the lead clinical compound targeting indications including IPF and AS. PBI-4050 has been granted Orphan Drug Designation by the FDA and the EMA for the treatment of AS as well as for the treatment of IPF. PBI-4050 has also been granted the PIM (Promising Innovative Medicine) designation by the MHRA for the treatment of IPF and AS.

Summary Results of PBI-4050 Results in Three Completed Phase 2 Clinical Studies

Type 2 Diabetes with Metabolic Syndrome (T2DMS)

Some preclinical models used to demonstrate the pharmacological activity of PBI-4050 involve the presence of diabetes, obesity, hypertension leading to an accelerated rate of fibrosis in the liver, kidney and pancreas and premature death. Mice models such as the db/db eNOS-/- mouse model performed at the University of Vanderbilt or db/db uni-nephrectomized mouse model performed at Prometic helped demonstrate that the combined effect of PBI-4050 in reducing fibrosis and macrophage infiltration in fat tissue, in the pancreas, the kidney and the liver not only improved the status of these organs and the survival of the animals compared to control, but also significantly reduced blood glucose level. Given that the demonstration of fibrosis reduction in humans requires trials with long term exposure, the Corporation initiated a first phase 2 trial in patients who present symptoms like the ones described in the db/db eNOS-/- mouse model: Type 2 diabetes with metabolic syndrome (T2DMS). While this is not a medical indication, the Corporation necessarily seeks to ultimately target commercially, the purpose of this study was to quickly ascertain whether the pharmacological activity observed in preclinical animal models translated to humans. Particular attention was placed on the blood sugar levels in a phase 2 clinical trial given that this effect should be measurable in a manner of 8 to 12 weeks.

This study met its primary and secondary endpoints. In addition to safety and tolerability, the study evaluated the effects of PBI-4050 on metabolic syndrome parameters and on pro-inflammatory/fibrotic and diabetic biomarkers in blood and urine. In this open label Phase 2 clinical trial, PBI-4050 (800 mg) was administered once daily to 24 patients already being treated with “standard of care” drug regimens for a period of 12 weeks. Twelve of these patients were enrolled in an additional 12 week extension throughout which the efficacy and safety observed at 12 weeks was also maintained at 24 weeks PBI-4050 has been well tolerated with no serious drug related adverse events.

The pharmacological activity of PBI-4050 was confirmed through the clinically significant reduction in glycated hemoglobin concentration (“HbA1c”) between screening and Week 12. For instance, the 15 patients with a screening (HbA1c) ³ 7.5 experienced a clinically significant mean decrease of – 0.75% (p = 0.0004) while the 9 patients with a screening HbA1c ³ 8.0% experienced a mean decrease of – 0.9% (p = 0.007). The 12 patients who participated in the study’s 12-week extension had a mean HbA1c of 7.7 at screening and experienced a reduction of – 0.8% at week 24.

This significant improvement in HbA1c was accompanied with a decrease in fasting insulin and C-peptide levels (-19% (p=0.017) and -11% (p=0.028)) respectively, and an increase in adiponectin (+18% (p=0.021)), indicating that the improvement in HbA1c may be, at least in part, explained by a reduction in insulin resistance. This conclusion is further supported by the fact that the patients with the greatest reductions in their HbA1c values had the highest increase in adiponectin levels; higher plasma adiponectin levels are known to protect diabetic patients from vascular complications and to improve their insulin sensitivity.

The study also showed how several biomarkers measured in blood or urine of patients (and associated with a high incidence of cardiovascular complications and kidney injury when elevated in metabolic syndrome) were significantly reduced by PBI-4050 after 24 weeks of PBI-4050 treatment.

 

5 of 43


Alström Syndrome (AS)

Alström Syndrome is chronically debilitating due to permanent blindness, deafness, type 2 diabetes and life-threatening due to progressive organ failure. To date, no satisfactory method of treatment has been approved in the USA for patients affected by AS. Prometic is currently investigating the effects of PBI-4050 on multiple organs in AS patients in an ongoing, open label, phase 2, clinical study in the UK with plans to expand the clinical program, both in the USA and elsewhere in Europe, once an optimal regulatory pathway has been defined with the FDA and the European Medicines Agency, respectively.

The clinical trial in AS patients is a very challenging test of the efficacy of PBI-4050. AS is a rare inherited autosomal recessive syndrome characterized by the onset of obesity in childhood or adolescence, type 2 diabetes with severe insulin resistance, dyslipidemia, hypertension and severe multi-organ fibrosis, involving the liver, kidney and heart. AS is also characterized by a progressive loss of vision and hearing, a form of heart disease that enlarges and weakens the heart muscle (dilated cardiomyopathy), and short stature. This AS disorder can also cause serious or life-threatening medical problems involving the liver, kidneys, bladder, and lungs.

The on-going AS study is an open-label, single-arm, phase 2 clinical trial in which the patients are treated with PBI-4050 (800 mg) once daily. Each patient is evaluated against their respective baseline and against their respective historical disease progression trend whenever available, given the severity of their medical conditions. The clinical study has now enrolled 12 subjects. Given the evidence of clinical benefit and continuing safety and tolerability, the Data Safety Monitoring Board (DSMB) and Medicines and Healthcare products Regulatory Agency (MHRA) have allowed for two successive extensions of the duration of treatment. The duration of treatment has been extended from the original 24 weeks for an additional 36 weeks, and then once more for a further 12 weeks (total of 72 weeks).

In addition to safety and tolerability endpoints key secondary endpoints in this study include the assessment of the effect of PBI-4050 on liver stiffness using transient elastography (FibroScan®) as well as on the fat content and fibrosis burden in the liver using MRI. In addition, the effect of PBI-4050 on glucose, insulin, and lipid dynamics using the hyperinsulinemic-euglycemic clamp test, the histological appearances seen in fat biopsies as well as the effect on additional pro-inflammatory and inflammatory, fibrotic, diabetic, and obesity biomarkers in blood and urine are also evaluated. The Corporation is pursuing the collection of the results of up to 10 years of prior investigations of particular relevance in documenting the disease course, including MRIs of the heart and FibroScan® results of the liver.

To date, the 12 subjects have all received at least 24 weeks of treatment and 10 subjects have received ³ 36 weeks, of which 3 subjects have received PBI-4050 for more than 72 weeks. PBI-4050’s safety and tolerability has been confirmed over this extended period. A brief summary of the most significant findings is presented below.

Fibroscan results from the 10 subjects who received at least 36 weeks of treatment showed a statistically significant improvement in the measure of liver stiffness, from a mean of 10.2 kPa at baseline to a mean of 8.1 kPa at last measurement, an absolute decrease of 2 kPa (p = 0.0219, 95% CI -3.52, -0.46) (Figures 2 & 3). Fibroscan is a non-invasive technique for clinical assessment of liver fibrosis with a high degree of accuracy and reproducibility, especially in patients with established fibrosis (³ F2) (Cassinotto 2016). FibroScan® measurements for all patients were carried out by a single, experienced operator. To ensure test reliability, a minimum of 10 valid readings were taken per patient, with a required success rate of at least 60% and an interquartile range of <=30% of the median value

Liver MRI data also indicated a mean reduction of -11% in the T1-corrected score between baseline and last available measurement (p=0.0195, 95% CI: -92.3, -9.8), which supports an improvement of liver fibrosis.

 

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In addition to the preliminary evidence of efficacy observed on liver fibrosis presented above, analysis of the interim cardiac MRI data indicates a reduction of cardiac fibrosis in each patient after initiation of treatment with PBI-4050 (p<0.001). The figure below illustrates the progression of cardiac fibrosis expressed as a percent increase of the MRI score for each patient for whom three years or more of fibrosis data were available, and the reversal of said progression when patients were treated with PBI-4050. The length of the red dashed lines corresponds to the duration of fibrosis data and the length of the green dashed lines to the duration of PBI-4050 treatment for each patient.

 

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A major reduction of key urine biomarkers of ongoing kidney injury in the 12 subjects for whom Week 24 results are available was also observed. Finally, positive effects on other parameters of the liver and the fat tissue have also been observed and will be presented at forthcoming scientific conferences.

Given the very encouraging clinical results in the AS patients observed to date, the Corporation plans to meet with the FDA and EMA to discuss and agree on the possible regulatory path forward for such indication, and therefore anticipates expanding its clinical program in AS patients in 2018 to include more specialized centers in the USA and in Europe.

Idiopathic pulmonary fibrosis (IPF)

Idiopathic pulmonary fibrosis is a chronic, devastating, and ultimately fatal disease characterized by a progressive decline in lung function. It is a specific type of interstitial lung disease in which the small air sacs of the lung, the “alveoli,” gradually become replaced by fibrotic (scar) tissue and is the cause of worsening dyspnea (shortness of breath). IPF is usually associated with a poor prognosis. The term “idiopathic” is used because the cause of pulmonary fibrosis is still unknown. IPF usually occurs in adult individuals of between 50 and 70 years of age, particularly those with a history of cigarette smoking, and affects men more often than women. IPF affects about 130,000 people in the United States, with about 48,000 new cases diagnosed annually. Approximately 40,000 people with IPF die each year, a similar number of deaths to those due to breast cancer. The 5-year mortality rate for patients with IPF is estimated to range from 50% to 70% of those affected.

 

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In Gold standard preclinical models designed to emulate lung fibrosis in humans, PBI-4050 demonstrated a very significant anti-fibrotic activity. IPF is a very large orphan indication which remains an unmet medical need. While two drugs, nintedanib (OFEV®—Boehringer-Ingelheim) and pirfenidone (Esbriet®—Roche), have been approved for the treatment of IPF, neither drugs have succeeded in stabilizing the patients’ lung function. In addition, these two drugs are known to induce side effects which have limited the use in significant proportion of IPF patients.

In addition to demonstrating that PBI-4050 (800 mg) administered once daily is safe and well tolerated in patients suffering from IPF, the objective of this study was to provide early evidence of clinical benefits of PBI-4050 treatment whether used alone or in addition to either of the current standard of care drugs, nintedanib or pirfenidone. Forty (40) patients were enrolled in the study in six (6) sites across Canada. The baseline characteristics of the subjects enrolled in this study were similar to those enrolled in prior IPF randomized controlled studies conducted by other pharmaceutical companies, namely ASCEND and INPULSIS.

Of a total of 40 subjects enrolled in the study, 9 subjects received PBI-4050 alone, 16 received PBI- 4050 & nintedanib and 15 received PBI-4050 & pirfenidone.

The results of the study showed that the mean change from baseline to Week 12 for Forced Vital Capacity (“FVC”), the total amount of air exhaled during a forced breath, was either positive (+1.9 mL) or nearly unchanged (-12.2 mL) for PBI-4050 + nintedanib and PBI-4050 alone, respectively, but was reduced (102.0 mL) for PBI-4050 + pirfenidone. PBI-4050 pharmacokinetics were reduced for PBI-4050/pirfenidone, suggesting a possible drug-drug interaction. PBI-4050’s concentration in plasma was found to be sub-therapeutic at 50% of the expected level in patients that received the PBI-4050 and pirfenidone combination. See figure below.

 

LOGO

There were no serious adverse events requiring PBI-4050’s discontinuation. The most frequent adverse event seen in all groups was diarrhea, but this was less significant in the subjects treated with PBI-4050 alone than in the groups receiving either of the currently approved drugs for the treatment of IPF, which are well-known for their significant side effect profiles. This study has provided data to support the safety and tolerability of PBI-4050 in IPF patients receiving currently standard of care.

Prometic received IND approval from the FDA to commence its PBI-4050 pivotal phase 3 clinical trial in patients suffering from IPF and has reached an agreement on the design of the trial.

 

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Based on recommendations from the FDA, Prometic now will undertake an “all comers study”. The enrollment criteria will be greatly simplified so that the study will enroll patients with mild-to-moderate IPF, regardless of whether they are on background standard of care with nintedanib (OFEV®) or not. Therefore, the study will provide efficacy data on both PBI-4050 as a stand-alone agent, and as an add-on to nintedanib, and will be part of the dataset to support a simple, all-inclusive indication “for the treatment of IPF”. Patients will be randomized to receive placebo, or one of two doses of PBI-4050 (800 mg or 1,200 mg) for a total of 52 weeks. An interim analysis will be conducted at 26 weeks. The primary endpoint is the annual rate of decline in forced vital capacity (FVC), the total amount of air exhaled during a forced breath, (expressed in mL) and measured over 52 weeks (mL/year). Patients taking pirfenidone will be excluded because of a known drug-drug interaction between pirfenidone and PBI-4050. The Corporation expects to initiate this placebo controlled, pivotal phase 3 IPF clinical trial in 2018. It has already identified the CRO to manage the execution of the clinical trial as well as clinical sites across the USA and Canada.

There are several other clinical indications with unmet medical needs that the Corporation is considering pursuing in due course. For instance, the positive clinical effect observed in the heart of AS patients bodes well for clinical program targeting various cardiomyopathies. Similarly, positive clinical effects observed on kidney and the liver of T2DMS and AS patients supports the potential expansion of the clinical program in NASH or CKD. Such programs may be pursued with PBI-4050 and or with follow-on analogues such as PBI-4547 and PBI-4425. These two drug candidates are amongst several analogues that have demonstrated similar performance to PBI-4050 in preclinical models, and in some cases, even superior performance. This portfolio of follow-on analogues provides Prometic with the opportunity to specifically target specific indications with these two drug candidates, and expand commercial and partnering opportunities. The manufacturing processes for both PBI-4547 and PBI-4425 have been scaled up to enable the commencement of their respective clinical programs in 2018.

The Corporation intends to fund the development program for the above mentioned compounds through a combination of avenues including: funds generated by the bioseparations division as well as plasma-derived therapeutics business segments; funding achieved through strategic partnering with other pharmaceutical companies; and funding through financial partnerships or equity or debt funding initiatives.

Prometic is working towards the development of its Small Molecule Therapeutics segment with a pipeline of compounds in diverse medical indications, as summarized in the table below:

 

Prometic Compounds

  

Indications

PBI-4050

  

•   Idiopathic pulmonary fibrosis (IPF)

•   Alström Syndrome

PBI-4050

  

•   Other fibrosis-related diseases & rare diseases

PBI-4547

  

•   NASH or other liver fibrosis-related diseases

PBI-4425

  

•   Scleroderma or other fibrosis-related diseases

Small molecule segment business development update

In August 2017, the Corporation entered into a licensing agreement and partnership agreement with Jiangsu Rongyu Pharmaceuticals Co, LTD (“JRP”) and Nanjing Rongyu Biothech Co., LTD, affiliates of Shenzhen Royal Asset Management Co., LTD (collectively, “SRAM”), regarding the licensing of the Chinese rights to its small molecules PBI-4050, PBI-4547 and PBI-4425 and, as a result, licensing revenues of $19,724 consisting of a license fees and a milestone payments were recorded during the third quarter of 2017. Having not remitted the funds associated with the license fee and initial milestone payment within the specified payment terms, SRAM was consequently in breach of the license agreement. As a result, the Corporation was in a position to exercise its contractual rights and opted to terminate the licensing agreement in March 2018, thereby resulting in the return of all the rights previously conferred under the licensing agreement back to Prometic and making them available to be part of any subsequent licensing transaction. The Corporation also notified SRAM of the termination of the partnership agreement with SRAM. During the fourth quarter of 20187, the Corporation has written-off the accounts receivable that was net of the withholding taxes, in the amount of $18,518 and has reversed the withholding taxes of $1,972

 

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expected to be paid on this transaction to bad debt expense. The difference between the amount of revenue recognized and the bad debt amount is the withholding taxes that were recorded as a deduction of the accounts receivable and the effect of the change in the CAD/GBP exchange rate on the accounts receivable.

In October 2017, the Chinese government disclosed a series of regulatory measures favourable to foreign companies seeking to commercialize therapeutics in China. These reflect the Chinese government’s aim to change China from a copier to an originator philosophy of drug development and has now turned China into a “strategic” and “vital” market for pharmaceutical companies. Such measures include changes in the regulatory system allowing the use of clinical data generated outside of China, a faster review process, as well as lower taxes on selected drugs.

With the mounting strategic interest of the Chinese market expressed by several global pharma companies with whom the Corporation is having discussions, and the fact that the Corporation believes that it would be in a position to potentially advance IPF in China independently, Prometic decided to exercise its rights to terminate the current license agreement and partnership agreement with SRAM. Prometic believes that termination of the SRAM partnership and holding 100% of the rights for PBI-4050 and analogues for all indications in China keeps all of Prometic’s strategic options open in order to maximise the value of its assets in this important market.

Plasma-derived therapeutics segment

The Plasma-derived therapeutics segment comprises several operating subsidiaries the principal subsidiaries being:

 

   

Prometic Bioproduction Inc. (“PBP”), based in Laval, Quebec, Canada;

 

   

Prometic Biotherapeutics Inc. (“PBT”), based in Rockville, Maryland, U.S.;

 

   

Prometic Biotherapeutics Ltd. (“PBT Ltd”), based in the Cambridge, U.K.;

 

   

NantPro Biosciences LLC (“NantPro”) based in Delaware, U.S.;

 

   

Prometic Plasma Resources Inc. (“PPR”), the plasma collection center, based in Winnipeg, Manitoba, Canada;

 

   

Prometic Plasma Resources USA, Inc. (“PPR USA”), the plasma collection center, based in in Delaware, U.S.; and

 

   

Telesta Therapeutics Inc. (“Telesta”), the net assets and operating expenses related to the production facilities located in Belleville, Ontario, Canada and Pointe-Claire, Québec, Canada.

The Plasma-derived Therapeutics Segment includes our plasma-derived therapeutics platform, which enables the development of our pipeline of biopharmaceutical candidates. This is achieved by leveraging our proprietary affinity technology, which enables a highly-efficient extraction and purification process of therapeutic proteins from human plasma. The Corporation’s primary focus is to develop plasma-derived therapeutics targeting unmet medical conditions and rare diseases in both established and emerging markets.

The Corporation intends to:

 

   

Develop and obtain regulatory approval and successfully commercialize RyplazimTM (plasminogen) in North America independently for the treatment of congenital plasminogen deficiency, if approved.

 

   

Develop and obtain regulatory approval and successfully commercialize RylazimTM (plasminogen) for the treatment of other indications where the acute plasminogen deficiency is known to be the source of medical complications (e.g. thrombosis, ALI/ARDS, IPF).

 

   

Develop and obtain regulatory approval and successfully commercialize Plasminogen (sub-cutaneous) for hard-to-treat wounds such as DFU and TMP.

 

   

Advance our other plasma-derived drug candidates (e.g. IVIG) through clinical development and leverage our plasma purification platform to discover and develop new drug candidates (e.g. IAIP).

 

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Build a leading, fully integrated, commercialization organization with a specialized MSL and sales force and focused team.

 

   

Invest in our plasma protein manufacturing and raw material sourcing capabilities.

 

   

Create value through strategic collaborations and indication and/or geographic specific commercial agreements.

Pipeline Overview

 

LOGO

Lead Drug Product Candidate—Plasminogen

Ryplazim (plasminogen) is the first biopharmaceutical expected to be launched commercially pending the review and approval of the BLA (Biologic License Application) submitted to the FDA for the treatment of congenital plasminogen deficiency.

Plasminogen is a naturally occurring protein that is synthesized by the liver and circulates in the blood. Activated plasminogen, plasmin, is a fundamental component of the fibrinolytic system and is the main enzyme involved in the lysis of blood clots and clearance of extravasated fibrin. Plasminogen is therefore vital in wound healing, cell migration, tissue remodeling, angiogenesis and embryogenesis.

The most common and visible lesion associated with plasminogen deficiency is ligneous conjunctivitis, which is characterized by thick, woody (ligneous) growths on the conjunctiva of the eye, and if left untreated, can lead to corneal damage and blindness. Ligneous growths tend to recur after surgical excision, thereby requiring multiple surgeries. While ligneous conjunctivitis is the best characterized and visible lesion, congenital plasminogen deficiency is a multi-systemic disease that can also affect the ears, sinuses, tracheobronchial tree, genitourinary tract, and gingiva. Tracheobronchial lesions including hyper viscous secretions can result in respiratory failure. Hydrocephalus has also been reported in children with severe hypoplasminogenemia, apparently related to the deposition of fibrin in the cerebral ventricular system.

Patients may be born with the inability to produce sufficient plasminogen naturally, a condition referred to as congenital plasminogen deficiency or suffer an acute or acquired deficiency following a trauma or an illness. While our first priority is to provide the treatment of congenital plasminogen deficiency, the Corporation intends to further expand the clinical uses of plasminogen as a priority over the coming years.; Prometic has been working on pursuing new indications such as the treatment of wounds such as diabetic foot ulcers and tympanic repair, acquired plasminogen deficiency in critical care such as severe burns and acute lung injury (“ALI”). The expansion of the plasminogen development program enables the Corporation to target multiple clinical indications with unmet medical needs and leverage the same proprietary Active Pharmaceutical Ingredient (“API”) via different formulations and presentations. Combined with market exclusivity and significant growth opportunity, plasminogen is prioritized over advancing certain previously disclosed follow-on therapeutics with competitive landscapes such as C1 Esterase Inhibitor (“C1-INH”).

In a phase 2/3 clinical trial for the treatment of congenital plasminogen deficiency, Ryplazim (plasminogen) met its primary and secondary endpoints following the intravenous administration of

 

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Ryplazim (plasminogen) to patients. In addition to being well tolerated and without any drug related serious adverse events, our Ryplazim (plasminogen) treatment achieved a 100% success rate of its primary end point, namely, a targeted increase in the blood plasma concentration level of plasminogen as a surrogate target. Moreover, all patients who had active visible lesions when enrolled in the trial had complete healing of their lesions within weeks of treatment, a 100% patient response rate for this secondary end point.

We disclosed new long term clinical data in July 2017 from its pivotal phase 2/3 trial of RyplazimTM (plasminogen) regarding the additional 36 weeks treatment period. The new data demonstrated that its plasminogen treatment prevented the recurrence of lesions in the 10 patients treated with Ryplazim TM (plasminogen) for a total of 48 weeks. Since then and as of March 2018, over 3,200 Ryplazim (plasminogen) infusions have been performed with no safety or tolerability issues related to this longer-term dosing and still no recurrence of lesions.

Ryplazim (plasminogen) for the treatment of congenital plasminogen deficiency has been granted rare pediatric designation by the FDA which may make it eligible to receive a Priority Review Voucher (PRV) upon regulatory approval by the FDA. Ryplazim (plasminogen) has also been granted Fast Track status by the FDA and has been granted Orphan Drug designation by both the FDA and the EMA.

In anticipation of the commercial launch of Ryplazim (plasminogen) in the USA and Canada, the Corporation has started to buildout its commercial foot print with the hiring of seasoned medical science liaisons (MSLs) and a salesforce. In addition to providing a full “concierge” service for congenital plasminogen deficient patients requiring lifetime home infusion of Ryplazim (plasminogen), if and when granted marketing approval, the Corporation will also focus on sales thereof to tier-1 hospitals across the USA and Canada. This represents an estimated 120 hospitals with over 500 beds, intensive care units and trauma care units which deal with the majority of severely compromised patients with congenital plasminogen deficiency.

On March 28, 2018, Prometic provided an update on the status of the U.S. Food and Drug Administration (FDA) review of its Biologics License Application (BLA) for RYPLAZIM (plasminogen), an investigational plasminogen replacement therapy for the treatment of congenital plasminogen deficiency.

The current BLA filing includes the clinical data on 10 patients with 12 weeks of data for an accelerated regulatory pathway. Since filing the current BLA, Prometic has accumulated additional clinical data encompassing more than 3,200 infusions of RYPLAZIM (plasminogen) over treatment periods exceeding 48 weeks during which similar clinical activity and tolerability profiles, as previously reported, were observed. The original guidance from the FDA was for Prometic to submit such long-term clinical data in a supplemental BLA in order to secure full licensure in 2019. Full licensure would provide for the long-term efficacy and safety data to be included in the prescribing information of RYPLAZIM (plasminogen) which would further support Prometic’s claims of the strong health economics benefit associated with the use of RYPLAZIM (plasminogen).

The FDA’s review of the BLA raised no issues regarding the clinical data for the accelerated approval. The FDA has, however, identified the need for Prometic to make a number of changes in the Chemistry, Manufacturing and Controls (CMC) section of its BLA. These changes require the implementation and validation of additional analytical assays and “in-process controls” in the manufacturing process of RYPLAZIM (plasminogen). While Prometic is expecting to complete said implementation and validation in April 2018, it will be necessary to manufacture additional RYPLAZIM (plasminogen) lots to support the implementation and validation of these process changes.

Prometic expects to complete the manufacturing of the additional validation lots in the summer of 2018 and anticipates being able to provide the FDA with such new CMC data for its review in the fourth quarter of 2018, which is beyond the Prescription Drug User Fee Act (PDUFA) date of April 14, 2018. The FDA requested that such CMC data be submitted as an amendment to the current BLA and has invited Prometic

 

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to also submit the long-term (48-week) clinical data at the same time instead of through the originally agreed upon supplemental BLA process. This will allow the FDA to consider granting full-licensure under the current BLA. If granted, this is expected to allow a faster sales ramp-up from launch than could have been achieved had provisional licensure been obtained by the current PDUFA date. The Company continues to interact with the FDA and will provide further updates, including when it receives a new PDUFA date.

The FDA indicated that the submission of the new CMC data will not impact the previously granted designations, including the Priority Review Status, the Orphan Drug Designation and the Rare Pediatric Disease Designation for RYPLAZIM (plasminogen) for the treatment of congenital plasminogen deficiency.

Ryplazim (plasminogen) in critical care indications associated with acquired plasminogen deficiencies

The Corporation will initiate a series of additional clinical programs to demonstrate the potential efficacy of Ryplazim’s (plasminogen) to address unmet medical needs and fatalities associated with “acquired plasminogen deficiencies”. Such acquired plasminogen deficiencies occur in some medical conditions such as ARDS or in diabetic patients with uncontrolled and elevated blood glucose. ARDS affects 190,000 Americans every year with a 30%-40% mortality rate, and it is documented in literature that one of the complications in these patients is the accumulation of fibrin / fibrous material in the lungs. Preclinical models have demonstrated that treatment with plasminogen helps overcome the accumulation of fibrin (as indicated by the red arrow in the figure below).

In a gold-standard animal model proven to emulate pulmonary fibrosis in humans, Prometic’s Ryplazim (plasminogen) performed favorably compared to recently approved IPF drugs to treat this condition (see figure below). Ryplazim (plasminogen) significantly reduced tissue scarring (% collagen) in the lungs that was observed in non-treated animals, indicating the potential for providing clinically significant improvement and stabilization in lung function.

 

LOGO

The fibrinolytic systems play a central role in wound healing and tissue repair, a process believed to be abnormal within the IPF affected lung. Animal models of pulmonary fibrosis have demonstrated an imbalance between thrombosis and fibrinolysis within the alveolar compartment, a finding that is also observed in IPF patients. Prometic plans to evaluate whether Ryplazim (plasminogen) can help lung function of IPF patients during acute exacerbation episodes which would be both complementary to antifibrotic chronic therapy and addressing an unmet medical need in the IPF patient population.

 

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Ryplazim (plasminogen) performed equally well in another preclinical model where this time an acute lung injury was induced by the administration of L-Arginine. The administration of Ryplazim (plasminogen) brought the lung histology score to the same level as the control group.

The Corporation plans to initiate clinical programs in North America for the potential use of Ryplazim (plasminogen) for the treatment of acute exacerbations in patients with ARDS or IPF. Ryplazim (plasminogen) was granted Orphan Drug and Fast Track Designations by the FDA for the treatment of IPF.

The Corporation is initiating clinical trials to evaluate Plasminogen (sub-cutaneous) administration near topical wounds to determine its safety and ability to facilitate the complete healing of otherwise hard-to-treat wounds. Wounds are known to be difficult to heal in certain diabetic patients, and elevated blood sugar level has been shown to greatly reduce the activity of plasminogen. Clinical trials in patients with diabetic foot ulcers (DFUs) and in patients with tympanic membrane perforations (TMPs) are initiating in Sweden. We received in the fourth quarter of 2017 from the Swedish Medical Products Agency (MPA) two CTA approvals to commence the following two trials:

 

   

a Phase 1b/2 clinical trial of its Plasminogen (sub-cutaneous) therapy in patients suffering from DFUs; and

 

   

a Phase 1b/2 clinical trial of its Plasminogen (sub-cutaneous) therapy in patients suffering from chronic TMPs.

Plasminogen (sub-cutaneous) – DFUs: Diabetic foot ulcer is a major complication of diabetes mellitus, and probably the major component of the diabetic foot. Wound healing is an innate mechanism of action that works reliably most of the time. A key feature of wound healing is stepwise repair of lost extracellular matrix (ECM) that forms the largest component of the dermal skin layer. But in some cases, certain disorders or physiological insult disturbs the wound healing process. Diabetes mellitus is one such metabolic disorder that impedes the normal steps of the wound healing process. Many studies show a prolonged inflammatory phase in diabetic wounds, which causes a delay in the formation of mature granulation tissue and a parallel reduction in wound tensile strength.

The Phase 1b/2 DFU clinical trial is a prospective, dose escalation study of the safety, feasibility and initial efficacy of subcutaneous plasminogen for the treatment of DFU in 20 adult subjects. The study will be conducted in one study center in Sweden, under the supervision of Dr. Jan Apelqvist, an expert in the field of diabetic foot ulcers and hard to treat wounds from the Department of Endocrinology, Division of Clinical Sciences at Skane University Hospital in Malmö, Sweden.

Plasminogen (sub-cutaneous) – TMPs: A tympanic membrane perforation is essentially a hole in the eardrum, which can result from ear infections, injury, and previous surgery such as ventilation tube placement. In addition to hearing loss, eardrum perforations can result in ear infection and drainage.

The chronic TMP clinical trial is a dose escalation, randomized, placebo-controlled study designed to investigate the safety, feasibility and initial efficacy of local injections of a novel and proprietary plasminogen formulation for the treatment of chronic tympanic membrane perforation. Up to 33 adult patients are expected to be enrolled. The study will be conducted at a single center in Sweden, under the supervision of Dr. Cecilia Engmér Berglin, MD, PhD from the Department of Otorhinolaryngology at Karolinska University Hospital in Stockholm, Sweden. The Karolinska University Hospital is the second largest ear/nose/throat center in the world.

IVIG for the treatment of Primary Immunodeficiencies Disorder (PIDD)

IVIG is the second biopharmaceutical arising from the plasma-derived therapeutics platform that is expected to be launched commercially, if approved. Currently being studied in a non-inferiority pivotal phase 3 open label, single arm, two-cohort multicenter clinical trial that is investigating the safety, tolerability, efficacy and pharmacokinetics of our plasma purified IVIG in a total of 75 patients suffering from PIDD, including 50 adults (cohort 1) and 25 children (cohort 2). The ongoing non-inferiority phase 3 clinical trial for IVIG in adults is expected to be completed in Q1 of 2018 followed by the pediatric cohort completion in Q1 2019.

 

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Primary immunodeficiencies are disorders in which part of the body’s immune system is missing or does not function normally. To be considered a primary immunodeficiency, the cause of the immune deficiency must not be secondary in nature (i.e., caused by other disease, drug treatment, or environmental exposure to toxins). Most primary immunodeficiencies are genetic disorders; the majority are diagnosed in children under the age of one, although milder forms may not be recognized until adulthood. While there are over 100 recognized PIDDs, most are very rare. About 1 in 500 people in the United States are born with a primary immunodeficiency1. Immune deficiencies can result in persistent or recurring infections, autoinflammatory disorders, tumors, and disorders of various organs. There are currently no cures for these conditions; treatment is palliative and consists of managing infections and boosting the immune system.

If the results are favorable, the Corporation plans to file a New Drug Submission (NDS) with Health Canada and a BLA with the FDA. Once approved for sale, Prometic’s production of IVIG will be paired with the production of plasminogen, thus contributing to a higher revenue per liter of plasma processed.

NantPro, a subsidiary of the Corporation, is the entity responsible to commercialize IVIG for treatment of primary immunodeficiency diseases in the USA. These exclusive commercialization rights for IVIG for PIDD in the USA were granted pursuant to a license agreement entered between NantPro and its sister company, PBT, in 2012. PBT has also since then been providing development services for NantPro consisting of pre-clinical and regulatory activities, such as filing of the IND for IVIG for treatment of PIDD as well as preparing for and overseeing the on-going phase 3 clinical trial. NantPro and PBT also entered in an exclusive manufacturing and supply agreement in 2012 whereby NantPro would obtain 100% of its IVIG supply by PBY or an affiliate thereof on its behalf.

Inter Alpha-One Inhibitor proteins (IAIP) for the treatment of Necrotising Enterocolitis in Neonates (NEC):

Inter Alpha-One Inhibitor proteins (IAIP) is the third biopharmaceutical arising from the plasma-derived therapeutics platform that is expected to be launched commercially, if approved. It is currently in the preclinical development phase and the corporation’s intent is to file an IND with the FDA in 2019.

Necrotizing enterocolitis (NEC) is a devastating inflammatory bowel condition that affects predominantly premature infants. NEC can ultimately destroy the wall of the bowel (intestine) and lead to perforation of the intestine and spillage of stool into the infant’s abdomen, which can result in an overwhelming infection and death. The cause of NEC is not well understood but appears to involve bacteria, injury to the bowel lining, inadequate oxygen supply to the bowel, and an abnormal immune response. Overall, NEC affects an estimated 8,000-12,000 live births each year in the USA. The disease has been reported to affect about 11 percent of very low birthweight infants born before 29 weeks of age. Mortality rates are high and range from about 15% to 30%.

NEC is the most commonly acquired gastrointestinal disease diagnosed in premature neonates and is one of the leading causes of death in neonatal intensive care units. The economic cost of NEC is high, accounting for approximately 19% of neonatal expenditures and an estimated $5 billion per year for hospitalizations in the United States alone. Even when surgery can be avoided, the average cost of hospitalization has been estimated at around $73,000, with a length of stay exceeding 22 days longer than that for other premature infants. However, if surgical care is required, there is an average additional cost of approximately $186,000, and infants require a length of stay 60 days longer than other premature infants.

Prometic’s IAIP for the treatment of NEC has been granted rare pediatric designation by the FDA which may make it eligible to receive a Priority Review Voucher (PRV) upon regulatory approval by the FDA. IAIP for the treatment of NEC has also been granted Fast Track status by the FDA and has been granted Orphan Drug designation by the FDA.

 

1 

Lim MS, Elenitoba-Johnson KS (2004). “The Molecular Pathology of Primary Immunodeficiencies”. The Journal of molecular diagnostics : JMD. 6 (2): 59–83. doi:10.1016/S1525-1578(10)60493-X. PMC 1867474 PMID 15096561.

 

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Other Plasma-Derived Therapeutics

Prometic has developed processes to recover and purify several other proteins from plasma including fibrinogen, Alpha1 antitrypsin, albumin and C1 esterase Inhibitors. Several of these proteins and others for which their respective bioseparation process are under development, will eventually be advanced for clinical development. The Corporation has however elected to prioritize the advancement of multiple indications for its first anticipated plasma-derived product, Ryplazim (plasminogen) and its Plasminogen (sub-cutaneous) as a means to accelerate revenue growth generated by the anticipated commercial launch of Ryplazim (plasminogen) and IVIG, if these products receive their respective regulatory approvals.

Bioseparations segment

The Bioseparations segment comprises several operating subsidiaries the main one being Prometic Bioseparations Ltd. (“PBL”), based in the United Kingdom (Isle of Man and Cambridge).

Prometic’s Bioseparations segment is known for its world-class expertise in bioseparation, specifically for large-scale purification of biologics and the elimination of pathogens. These technologies are being used by several industry leaders. Prometic has also leveraged its own industry leading affinity technology to develop a highly efficient extraction and purification process of therapeutic proteins from human plasma in order to develop best-in-class therapeutics. The Bioseparations segment supplies the affinity resins to the Plasma-derived therapeutics segment and also to our licensees.

OTHER RECENT BUSINESS DEVELOPMENTS

On November 30, 2017, the Corporation entered into a non-revolving credit facility agreement with Structured Alpha (“SALP”), bearing interest of 8.5% per annum which expires November 30, 2019. The credit facility comprises two tranches of US$40 million which become available to draw upon once certain conditions are met. The drawdowns on the available tranches are limited to US$10 million per month.

As part of the agreement, the Corporation issued 54 million warrants with an exercise price of $1.70 (the “Seventh Warrants”) to SALP in consideration for the non-revolving credit facility. The Seventh warrants become exercisable as follows: 10 million warrants as of the date of the agreement and the remaining 44 million warrants become exercisable as and if the Corporation draws upon the credit facility in increments of US$10 million; five million warrants become exercisable for each US$10 million drawn on the first US$40 million tranche of the credit facility and six million warrants become exercisable for each US$10 million drawn on the second US$40 million tranche of the credit facility. The warrants expire on June 30, 2026. Although the warrants are issued and outstanding, for accounting purposes, these warrants will be recognized and measured at the time they become exercisable. At each drawdown, the value of the proceeds drawn are allocated to the debt and equity based on their fair value.

The amount of each US$10,000,000 drawdown on the non-revolving credit facility is allocated to the debt and the warrants based on their fair value at the time of the drawdown. The initial 10 million warrants exercisable upon signature of the agreement were valued at $5,214 and were recognized as a deferred financing costs with the offsetting entry in equity. The Corporation drew on the facility on November 30, 2017 and on December 14, 2017 and the value of the proceeds attributed to the warrants were $2,363 and $2,245 respectively was recorded in equity. Issuance cost related to the issuance of the Seventh Warrants, in the amount of $125, have been recorded against the deficit.

 

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The Corporation drew US$20 million on the credit facility by December 31, 2017 and has drawn another US$20 million in 2018. The total proceeds value allocated to the debt upon the draws in 2017 was $21,098. The fair value of the debt was determined using a discounted cash flow model for the debt instrument with a market interest rate of 16.4%. The fees incurred in regards of the credit facility, which comprise legal fees and also the 10,000,000 warrants issued upon signature of the credit facility, for a total of $5,473 have been recorded in the consolidated statement of financial position as deferred financing fees under other long-term assets and will be amortized and recognized into the consolidated statement of operations over the term of the credit facility.

FINANCIAL PERFORMANCE

Amounts in tables are expressed in thousands of Canadian dollars, except per share amounts.

Results of operations

The consolidated statement of operations for the quarter and year ended December 31, 2017 compared to the same periods in 2016 are presented in the following table.

 

     Quarter ended December 31,      Year ended December 31,  
     2017      2016      2017      2016  

Revenues

   $ 6,596      $ 4,111      $ 39,115      $ 16,392  

Expenses

           

Cost of sales and production

     2,428        2,416        10,149        7,632  

Research and development expenses

     28,202        27,995        100,392        87,615  

Administration, selling and marketing expenses

     8,781        11,986        31,441        28,471  

Bad debt expense

     20,491        837        20,491        837  

Loss (gain) on foreign exchange

     (1,427      (228      (726      423  

Finance costs

     2,639        1,349        7,965        4,527  

Loss on extinguishment of liabilities

     —          1,609        4,191        4,194  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss before income taxes

   $ (54,518    $ (41,853    $ (134,788    $ (117,307
  

 

 

    

 

 

    

 

 

    

 

 

 

Income tax recovery:

           

Current

     (4,913      (209      (3,165      (418

Deferred

     (7,959      (1,540      (11,587      (6,220
  

 

 

    

 

 

    

 

 

    

 

 

 
     (12,872      (1,749      (14,752      (6,638
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss

   $ (41,646    $ (40,104    $ (120,036    $ (110,669
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss attributable to:

           

Owners of the parent

     (38,279      (37,308      (109,731      (100,807

Non-controlling interests

     (3,367      (2,796      (10,305      (9,862
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ (41,646    $ (40,104    $ (120,036    $ (110,669
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss per share

           

Attributable to the owners of the parent

           

Basic and diluted

   $ (0.05    $ (0.06    $ (0.16    $ (0.17
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average number of outstanding shares (in thousands)

     709,928        616,081        683,954        598,393  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Revenues

Total revenues for the year ended December 31, 2017 were $39.1 million compared to $16.4 million during the comparative period of 2016 which represent an increase of $22.7 million. Total revenues for the quarter ended December 31, 2017 were $6.6 million compared to $4.1 million during the comparative period of 2016, representing an increase of $2.5 million.

Revenues in 2017 and 2016 included revenues from the sale of goods and development service revenues while 2017 revenues also include milestone and licensing revenues and rental revenues. Revenues from the sale of goods, services, licensing and milestone achievements may vary significantly from period to period.

The following table provides the breakdown of total revenues by source for the quarter and year-ended December 31, 2017 compared to the corresponding period in 2016.

 

     Quarter ended December 31,      Year ended December 31,  
     2017      2016      2017      2016  

Revenues from the sale of goods

   $ 5,479      $ 3,291      $ 16,461      $ 12,892  

Milestone and licensing revenues

     —          —          19,724        —    

Revenues from the rendering of services

     880        691        1,930        3,371  

Rental revenue

     237        129        1,000        129  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 6,596      $ 4,111      $ 39,115      $ 16,392  
  

 

 

    

 

 

    

 

 

    

 

 

 

Revenues from the sale of goods were $16.5 million during the year ended December 31, 2017 compared to $12.9 million during the corresponding period of 2016, representing an increase of $3.6 million. Revenues from the sale of goods were $5.5 million during the fourth quarter of 2017 compared to $3.3 million during the corresponding period of 2016, representing an increase of $2.2 million. The increase for the year and the quarter ended December 31, 2017 is mainly due to the increase in revenues from the sale of goods from the Bioseparations segment generally denominated in GBP as the Corporation filled several large orders during the year. This increase in sales of goods in GBP was partially offset by a lower foreign exchange rate in the current year of approximately 8% compared to the prior year.

Milestone and licensing revenues for the year ended December 31, 2017, came from the small molecule therapeutics segment, were $19.7 million and pertain to a licensing agreement signed with Jiangsu Renshou Pharmaceutical Co, Ltd, during the third quarter of 2017. There were no milestone and licensing revenue in the year ended December 31, 2016.

These milestone and licensing revenues pertain to a licensing agreement entered into during the third quarter of 2017 with JRP. During the fourth quarter of 2017, the Corporation has written-off the related accounts receivable since the licensee had not remitted the funds associated with the license fee and initial milestone payment within the specified payment terms and the license agreement was subsequently terminated by Prometic in March 2018. For complete details regarding this transaction, please refer to the update provided under the Small molecule therapeutics segment business update section.

Service revenues were $1.9 million during the year ended December 31, 2017 compared to $3.4 million for the corresponding period of 2016, representing a decrease of $1.4 million that was mainly related to the reduction of the third-party service revenues in our Plasma-derived therapeutics segments of $0.9 million and in our Bioseparations segment of $0.5 million. Service revenues were $0.9 million during the fourth quarter of 2017 compared to $0.7 million during the corresponding period of 2016, representing an increase of $0.2 million, were entirely generated from our Bioseparations segment.

The Corporation also earns rental revenues from a lease of a portion of the plant space at the Belleville manufacturing facility already in place at the time of the Telesta acquisition and from subleasing the former Telesta head offices located in Montreal.

 

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Before reviewing the analyses pertaining to cost of sales and production and R&D expenses, it is important to explain how the advancement of the Corporation towards the commercialization of its first plasma-derived therapeutic plasminogen, has affected the comparability of the 2017 expenses compared to 2016. Prior to the third quarter 2016, all of the expenses incurred to produce plasma-derived therapeutics, including raw materials, were expensed as they were incurred and presented as R&D expenses. Starting in the third quarter of 2016, Prometic started capitalizing raw materials that could be used for the production of plasminogen. When the materials are used to produce therapeutics destined for commercial sales, this cost together with the related salary and manufacturing overhead expenses are capitalized as part of work in progress or finished goods inventories as the production takes place. The cost is carried as inventories until the product is sold at which time it will become cost of sales. If the materials are consumed to produce therapeutics for purposes other than commercial sale, for example clinical trial materials, then the raw materials inventory is expensed and the salaries and manufacturing overhead cost involved in the production are not capitalized. Also, some manufacturing salaries and overhead do not meet the criteria for inclusion into inventory. The non-capitalized production costs associated with the production of plasma-derived therapeutics for commercial sale are now included under cost of sales and production where as in the first half of 2016, all PBP plant and production costs were reported to R&D.

Cost of sales and production

Cost of sales and production were $10.1 million during the year ended December 31, 2017 compared to $7.6 million for the corresponding period in 2016, representing an increase of $2.5 million. The increase is partially due to the non-capitalized production costs of $1.6 million for the year ended December 31, 2017 pertaining to the production of commercial plasminogen inventory recognized under Cost of sales and production in 2017 whereas in 2016, such cost were entirely classified as R&D expenses since all the production of plasma-derived therapeutics in 2016 was destined to be used in the clinical trials. Also contributing is the increase in cost of sales and production of $0.6 million due to the increase in volume of sales of goods in our Bioseparations segment.

Cost of sales and production for the quarter ended December 31, 2017 and 2016 was stable at $2.4 million compared to $2.4 million.

Revenues from the sale of goods is composed of different products and the margins on individual products vary significantly. Several of our products are custom designed for specific customers. Since key customers tend to place significant orders that may not be repeated on a yearly basis, the sales for individual products, just like our product sales in general are quite variable. This is compounded by the fact that a high proportion of our sales in a given period usually come from a limited number of customers. If our larger customers purchase higher margin product or lower margin product, it will create volatility in our total margins and in the cost of goods sold from period to period. In addition, the size of the orders will affect the batch size used in production. Larger batch sizes render higher gross margins.

Research and development expenses

The R&D expenses for the quarter and the year ended December 31, 2017 compared to the same periods in 2016 broken down into its two main components are presented in the following table.

 

     Quarter ended December 31,      Year ended December 31,  
     2017      2016      2017      2016  

Manufacturing cost of therapeutics to be used in clinical trials

   $  10,128      $ 10,396      $ 33,955      $ 33,176  

Other research and development expenses

     18,074        17,599        66,437        54,439  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total research and development expenses

   $ 28,202      $ 27,995      $ 100,392      $ 87,615  
  

 

 

    

 

 

    

 

 

    

 

 

 

R&D expenses were $100.4 million during the year ended December 31, 2017 compared to $87.6 million for the corresponding period in 2016, representing an increase of $12.8 million. R&D expenses remained stable at $28.2 million during the quarter ended December 31, 2017 compared to $28.0 million for the corresponding period in 2016.

 

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R&D expenses include the manufacturing cost of plasma-derived and small molecule therapeutics to be used in clinical trials and for the development of our production processes. The plasma-derived therapeutics are produced at the Laval plant and the Winnipeg CMO while the small molecule therapeutics are manufactured by a third party for Prometic. The manufacturing cost of these therapeutics was $34.0 million during the year ended December 31, 2017 compared to $33.2 million during the year ended December 31, 2016, representing an increase of $0.8 million.

The manufacturing cost of plasma-derived and small molecule therapeutics to be used in clinical trials and for the development of our production processes was $10.1 million during the three months ended December 31, 2017 compared to $10.4 million during the corresponding period of 2016, representing a decrease of $0.3 million.

Despite the fact that the manufacturing cost of therapeutics has remained relatively stable, it is important to note that the inventory balance at December 31, 2017 is significantly higher than in the prior year as a portion of the inventory is being capitalized since the inventory is destined to be sold or used to produce therapeutics destined for commercial use. This also reflects the absorption of costs associated with the increase in capacity at the Laval production facility resulting from an increase in headcount that has enabled around the clock production activities five days a week.

Other R&D expenses were $66.4 million during the year ended December 31, 2017 compared to $54.4 million for the corresponding period in 2016, representing an increase of $12.0 million. The increase is partially due to higher salary and benefit expenditures including share-based payment expenses by approximately $6.4 million reflecting the increase in employees working on the clinical trials and at our research centers. In addition, Contract Research Organizations (“CRO”) and investigator expenses incurred in relation to the clinical trials and pre-clinical activities increased by $2.3 million reflecting the increase in the number of trials in progress over the course of the year, the duration and higher patient enrolment of the trials.

Other R&D expenses were relatively stable at $18.1 million during the three months ended December 31, 2017 compared to $17.6 million for the corresponding period in 2016.

Administration, selling and marketing expenses

Administration, selling and marketing expenses were $31.4 million during the year ended December 31, 2017 compared to $28.5 million for the corresponding period in 2016, representing an increase of $3.0 million. The increase is mainly attributable to the increase in expenses of $3.0 million incurred in relation to the preparation for the plasminogen launch and an increase in salary and benefit expenditures including share-based payment expenses resulting from an overall increase in headcount.

Administration, selling and marketing expenses were $8.7 million during the quarter ended December 31, 2017 compared to $12.0 million for the corresponding period in 2016, representing a decrease of $3.2 million. The decrease is mainly attributable to the severance cost recorded in the quarter ended December 31, 2016 of $2.1 million in relation to the Telesta rationalisation efforts. No such transactions occurred in the current period.

Bad debt expense

Bad debt expense were $20.5 million during the year and the quarter ended December 31, 2017 compared to $0.8 million for the corresponding periods in 2016, representing an increase of $19.7 million. The current year expense is due to the write-off, affecting the fourth quarter of 2017, of the amounts due from JRP in regards to a license agreement. The licensee having not remitted funds associated with the license fee and initial milestone payment within the specified payment terms was consequently in breach of the agreement. As a result, the Corporation was in a position to exercise its contractual rights and opted to terminate the agreement in March 2018, thereby returning all the rights previously conferred under the license agreement back to Prometic.

 

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Share-based payments expense

Share-based payments expense represents the expense recorded as a result of stock options and restricted stock units issued to employees and board members. This expense has been recorded as follows:

 

     Quarter ended December 31,      Year ended December 31,  
     2017      2016      2017      2016  

Cost of sales and production

   $ 71      $ 151      $ 370      $ 261  

Research and development expenses

     1,280        1,819        4,150        3,052  

Administration, selling and marketing expenses

     1,220        1,894        4,142        3,550  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 2,571      $ 3,864      $ 8,662      $ 6,863  
  

 

 

    

 

 

    

 

 

    

 

 

 

Share-based payments expense were $8.7 million during the year ended December 31, 2017 compared to $6.9 million during the corresponding period of 2016, representing an increase of $1.8 million. Share-based payments were $2.6 million during the quarter ended December 31, 2017 compared to $3.9 million during the corresponding period of 2016, representing a decrease of $1.3 million. These variations are mainly explained by the fact that there were less RSU that vested in the quarter ended December 31, 2017 compared to the corresponding period 2016 but a higher number of RSU that vested overall in the year ended December 31, 2017 compared to last year.

The RSU expense may vary significantly from period to period as certain milestones are met, others increase or decrease in likelihood as projects advance and the time to achieve the milestones before the RSU expiry decreases.

Finance costs

Finance costs were $8.0 million for the year ended December 31, 2017 compared to $4.5 million during the corresponding period of 2016, representing an increase of $3.4 million. Finance costs were $2.6 million for the quarter ended December 31, 2017 compared to $1.3 million during the corresponding period of 2016, representing an increase of $1.3 million. This increase reflects the higher level of debt during the year ended December 31, 2017 compared to the same period of 2016 reflecting the increase in the OID loans, the amounts drawn on the non-revolving credit facility agreement and the debt acquired in the Telesta business combination in October 2016.

Loss on extinguishment of liabilities

In 2017 and 2016, SALP, the holder of the long-term debt, used the set off of principal right under the loan agreements, to settle the amounts due to the Corporation following its participation in several private placements over the course of both years. These transactions were accounted for as an extinguishment of a portion of an OID loan and the difference between the adjustment to the carrying value of the loan and the amount recorded for the shares issued, was recorded as a loss on extinguishment of debt.

 

   

On July 6, 2017, the face value of the third OID loan was reduced by $8.6 million, from $39.2 million to $30.6 million. The reduction of $8.6 million is equivalent to the value of 5,045,369 common shares issued at the agreed price of $1.70. A loss on extinguishment of $4.2 million was recognized on this transaction.

 

   

On May 25, 2016, the face value of the second OID loan was reduced by $6.0 million from $31.3 million to $25.3 million. The reduction of $6.0 million is the equivalent to the value of 1,921,776 common share issued at the agreed price of $3.10. A loss on extinguishment of $2.6 million was recognized on this transaction.

 

   

On October 31, 2016, the face value of the second OID loan was reduced by $4.2 million, from $25.3 million to $21.2 million. The reduction of $4.2 million is the equivalent to the value of 1,401,632 common shares issued at the agreed price of $2.98. A loss on extinguishment of $1.6 million was recognized on this transaction.

 

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Income taxes

The Corporation recorded a current income tax recovery of $3.2 million during the year ended December 31, 2017 compared to $0.4 million for the corresponding period of 2016, representing an increase of $2.7 million. The increase is principally due to the increase in refundable R&D tax credits in the U.K. by $4.2 million reflecting the fact that we have increased our R&D activities in that country over the past two years. This was partially offset by a reduction in the withholding taxes receivable of $1.0 million taken by the Corporation as a precaution not to overstate the receivable while it continues to work with a consultant to determine the recoverability of withholding taxes withheld on prior years’ transactions. The current income tax recovery was $4.9 million during the quarter ended December 31, 2017 compared to $0.2 million for the corresponding period of 2016, representing an increase of $4.7 million. The increase is mainly due to the recognition of R&D tax credits for the U.K. and the reversal of the current income tax expense recognized during the third quarter representing the withholding tax of $2.0 million expected to be paid on the milestone and licensing revenues recognized in the third quarter of 2018 which will no longer be the case now that the licensing agreement has been terminated. This was partially offset by the reduction in withholding taxes receivable of $1.0 million referred to above.

The Corporation recorded a deferred income tax recovery of $11.6 million during the year ended December 31, 2017 compared to $6.2 million for the corresponding period of 2016, representing an increase of $5.4 million. The Corporation recorded a deferred income tax recovery of $8.0 million during the quarter ended December 31, 2017 compared to $1.5 million for the corresponding period of 2016, representing an increase of $6.4 million. The main reason for these income tax recoveries comes from to the recognition of deferred tax assets pertaining to the unused tax losses attributable to Prometic as a partner in NantPro, our partnership with NantPharma to develop and commercialize IVIG for the U.S. market. The tax loss incurred to develop and commercialize IVIG in 2017 was similar to 2016. The significant increase in the deferred income tax recovery relates to the change in the US federal income tax rate from 35% to 21%, producing a significant decrease in the deferred tax liability that was recognized in the business combination of NantPro.

Net loss

The Corporation incurred a net loss of $120.0 million during the year ended December 31, 2017 compared to a net loss of $110.7 million for the corresponding period of 2016, representing an increase in the net loss of $9.4 million. The net loss in 2017 is higher due to the increase in R&D, cost of sales and production, administration, selling and marketing expenses and finance cost respectively of $12.8 million, $2.5 million, $22.6 million and $3.4 million in the year ended December 31, 2017 compared to the corresponding period of 2016. This was partially offset by the increase in the recognition of deferred income tax recovery of $5.4 million during the year ended December 31, 2017 compared to the corresponding period in 2016.

The Corporation incurred a net loss of $41.6 million during the quarter ended December 31, 2017 compared to a net loss of $40.1 million for the corresponding period of 2016, representing an increase in net loss of $1.5 million. The net loss is higher mainly due to the increase in bad debt expense of $19.7 million explained by to the recognition of a bad debt provision for the JRP receivable. This was partially offset by increase in the income tax recovery respectively of $11.1 million and in revenues of $2.5 million compared to the corresponding period of 2016.

 

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EBITDA analysis

The Adjusted EBITDA for the Corporation for the quarter and the year ended December 31, 2017 and 2016 are presented in the following tables:

 

     Quarter ended December 31,      Year ended December 31,  
     2017      2016      2017      2016  

Net loss

   $ (41,646    $ (40,104    $ (120,036    $ (110,669

Adjustments to obtain Adjusted EBITDA

           

Loss (gain) on foreign exchange

     (1,427      (228      (726      423  

Finance costs

     2,639        1,349        7,965        4,527  

Loss on extinguishment of liabilities

     —          1,609        4,191        4,194  

Income tax recovery

     (12,872      (1,749      (14,752      (6,638

Depreciation and amortization

     1,310        912        4,576        3,250  

Share-based payments expense

     2,571        3,864        8,662        6,863  
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ (49,425    $ (34,347    $ (110,120    $ (98,050
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA is a non-GAAP measure that is not defined or standardized under IFRS and it is unlikely to be comparable to similar measures presented by other companies. The Corporation believes that Adjusted EBITDA provides an additional insight in regards to the cash used in operating activities on an on-going basis. It also reflects how management analyzes the Corporation’s performance and compares that performance against other companies. In addition, we believe that Adjusted EBITDA is a useful measure as some investors and analysts use EBITDA and similar measures to compare the Corporation against other companies.

Total Adjusted EBITDA for the Corporation was $(110.1) million for the year ended December 31, 2017 compared to $(98.1) million for the comparative period of 2016, representing an decrease in Adjusted EBITDA of $12.1 million. This decrease is caused by the increase, R&D expenditures and administration selling and marketing respectively of $12.8 million and $2.5 million during the year ended December 31, 2017 compared to the corresponding period in 2016. The licensing agreement with JRP had no net impact on the Adjusted EBITDA for the year ended December 31, 2017.

Total Adjusted EBITDA was $(49.4) million for the quarter ended December 31, 2017 compared to $(34.3) million for the comparative period of 2016, representing a decrease in Adjusted EBITDA of $15.1 million. This decrease in Adjusted EBITDA was mainly explained by the increase in bad debt expense of $19.7 million during the quarter ended December 31, 2017 compared to the corresponding period in 2016. This was partially offset by the increase in revenue in the quarter of $2.5 million and lower administration, selling and marketing by $3.2 million over the same period.

 

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Segmented information analysis

For the year ended December 31, 2017 and 2016

The loss for each segment and the net loss before income taxes for the total Corporation for the year ended December 31, 2017 and 2016 are presented in the following table:

 

For the year ended December 31, 2017

   Bioseparations     Plasma-derived
therapeutics
    Small
molecule
therapeutics
    Reconciliation
to statement
of operations
    Total  

External revenues

   $ 16,802     $ 2,490     $ 19,724     $ 99     $ 39,115  

Intersegment revenues

     1,566       39       —         (1,605     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     18,368       2,529       19,724       (1,506     39,115  

Cost of sales and production

     7,877       4,014       —         (1,742     10,149  

R&D - Manufacturing cost of therapeutics to be used in clinical trials

     —         32,766       1,755       (423     34,098  

R&D - Other expenses

     7,301       40,958       17,426       609       66,294  

Administration, selling and marketing expenses

     2,719       13,539       3,633       11,550       31,441  

Bad debt expense

     —         —         20,491       —         20,491  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ 471     $ (88,748   $ (23,581   $ (11,500   $ (123,358

Gain on foreign exchange

             (726

Finance costs

             7,965  

Loss on extinguishment of liabilities

             4,191  
          

 

 

 

Net loss before income taxes

           $ (134,788
          

 

 

 

Other information

          

Depreciation and amortization

   $ 907     $ 2,880     $ 428     $ 361     $ 4,576  

Share-based payment expense

     394       2,269       1,509       4,490       8,662  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the year ended December 31, 2016 (restated)

   Bioseparations     Plasma-derived
therapeutics
    Small
molecule
therapeutics
    Reconciliation
to statement
of operations
    Total  

External revenues

   $  13,725     $ 2,538     $ —       $ 129     $ 16,392  

Intersegment revenues

     2,410       184       —         (2,594     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     16,135       2,722       —         (2,465     16,392  

Cost of sales and production

     8,087       1,435       —         (1,890     7,632  

R&D - Manufacturing cost of therapeutics to be used in clinical trials

     —         32,759       894       (477     33,176  

R&D - Other expenses

     6,336       34,852       13,338       (87     54,439  

Administration, selling and marketing expenses

     3,274       6,788       3,310       15,099       28,471  

Bad debt expense

     —         837       —         —         837  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment loss

   $ (1,562   $ (73,949   $ (17,542   $ (15,110   $ (108,163

Loss on foreign exchange

             423  

Finance costs

             4,527  

Loss on extinguishment of liabilities

             4,194  
          

 

 

 

Net loss before income taxes

           $ (117,307
          

 

 

 

Other information

          

Depreciation and amortization

   $ 898     $ 1,801     $ 352     $ 199     $ 3,250  

Share-based payment expense

     276       1,345       1,316       3,926       6,863  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Bioseparations segment

The revenues for the Bioseparations segment are generated mainly from sales of goods and the provision of resin development services to external customers but the segment also generates the same type of revenues from its transactions with the Plasma-derived therapeutics segment. Revenues for the segment increased by $2.2 million for the year ended December 31, 2017 compared to the corresponding period of 2016 of which $3.1 million is an increase due to the external revenues. Period over period, the sales of goods and the service revenues to third parties, mainly denominated in GBP, were higher in 2017 by $2.4 million GBP as the segment received several large orders from existing customers.

R&D expenditures were higher by $1.0 million in 2017 as the segment increased its R&D activities to develop new affinity resins that will eventually be used by the plasma therapeutic segment’s manufacturing process to permit the extraction and purification of additional proteins, and increasing the sale of Bioseparation products in the years to come.

The Bioseparations segment presented a gain of $0.5 million during the year ended December 31, 2017 and a loss of $1.6 million during the corresponding period in 2016. The main reason for the decrease in the segment loss pertains to the increase in revenues of $2.2 million while cost of sales and production increased only slightly due to the products sold generating a strong margin. This was partially offset by higher R&D expenses.

Plasma-derived therapeutic segment

The revenues for the Plasma-derived therapeutics segment are generated from the sales of specialty plasma to third parties, the provision of services to licensees and since the acquisition of Telesta, some rental revenues coming from the leasing of a portion of the Belleville plant. Revenues from the segment were at similar levels during both years as the decrease in service revenues of $1.0 million was mostly offset by an increase of rental revenues of $0.9 million.

The segment loss increased by $14.8 million for the year ended December 31, 2017 compared to the corresponding period in 2016. The increase in loss is mainly due to the higher Other R&D expenses by $6.1 million and administration, selling and marketing expenses by $6.8 million. These increases are generally explained by higher consulting fees and employee compensation expenditures as the segment is ramping up for the plasminogen launch. The cost of providing product to clinical trial patients in the period to anticipated launch is also included. During the year, the segment has hired additional employees that will be ensuring the promotion and marketing of Ryplazim TM, ensuring compliance with the governmental reporting requirements once the Corporation will start selling therapeutics, the logistics with our specialty pharmacy and specialty distributors and that will be liaising with the health care providers ensuring a safe and optimal use for the product (medical sales liaison). Finally, the administrative support that the segment receives from the head office increased as more resources are used to support this growing business.

Small molecule therapeutics segment

The revenues for the Small molecule therapeutics segment are generated from licence agreements with third parties. Revenue from the segment increased by $19.7 million following the closing of a licensing agreement with JRP and the recognition of licensing and milestone revenues pertaining to the transaction during the year.

As previously mentioned, during the fourth quarter of 2017, the Corporation has written-off the related accounts receivable since the licensee had not remitted the funds associated with the license fee and initial milestone payment within the specified payment terms and the license agreement was subsequently terminated by Prometic.

The Small molecule therapeutics segment generated a segment loss of $23.6 million for the year ended December 31, 2017 compared to a segment loss of $17.5 million last year which represents an increase of $6.0 million compared to the corresponding period in 2016. The increase is mainly due to an increase in manufacturing cost of therapeutics to be used in clinical trials of $0.9 million and higher other research and

 

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development expenses of $4.1 million resulting from an increase in the clinical and pre-clinical cost of $3.0 million and an increase in salary and benefit expense due to increases in headcount of $1.1 million. The JRP licensing transaction had no net impact on the segment’s results for the year ended December 31, 2017.

For the quarters ended December 31, 2017 and 2016

The loss for each segment and the net loss before income taxes for the total Corporation for quarters ended December 31, 2017 and 2016 are presented in the following tables.

 

For the quarter ended December 31, 2017

   Bioseparations     Plasma-derived
therapeutics
    Small
molecule
therapeutics
    Reconciliation
to statement
of operations
    Total  

External revenues

   $ 6,138     $ 425     $ —       $ 33     $ 6,596  

Intersegment revenues

     107       12       —         (119     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     6,245       437       —         (86     6,596  

Cost of sales and production

     1,984       1,119       (533     (142     2,428  

R&D - Manufacturing cost of therapeutics to be used in clinical trials

     —         10,568       306       (603     10,271  

R&D - Other expenses

     1,853       10,569       4,902       607       17,931  

Administration, selling and marketing expenses

     794       4,267       841       2,879       8,781  

Bad debt expense

     —         —         20,491       —         20,491  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ 1,614     $ (26,086   $ (26,007   $ (2,827   $ (53,306

Gain on foreign exchange

             (1,427

Finance costs

             2,639  
          

 

 

 

Net loss before income taxes

           $ (54,518
          

 

 

 

Other information

          

Depreciation and amortization

   $ 271     $ 823     $ 118     $ 98     $ 1,310  

Share-based payment expense

     103       717       492       1,259       2,571  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the quarter ended December 31, 2016 (restated)

   Bioseparations     Plasma-derived
therapeutics
    Small
molecule
therapeutics
    Reconciliation
to statement
of operations
    Total  

External revenues

   $ 2,962     $ 1,020     $ —       $ 129     $ 4,111  

Intersegment revenues

     547       162       —         (709     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     3,509       1,182       —         (580     4,111  

Cost of sales and production

     2,173       706       —         (463     2,416  

R&D - Manufacturing cost of therapeutics to be used in clinical trials

     —         10,297       94       5       10,396  

R&D - Other expenses

     1,650       11,292       4,729       (72     17,599  

Administration, selling and marketing expenses

     632       2,558       1,144       7,652       11,986  

Bad debt expense

     —         837       —         —         837  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment loss

   $ (946   $ (24,508   $ (5,967   $ (7,702   $ (39,123

Gain on foreign exchange

             (228

Finance costs

             1,349  

Loss on extinguishment of liabilities

             1,609  
          

 

 

 

Net loss before income taxes

           $ (41,853
          

 

 

 

Other information

          

Depreciation and amortization

   $ 223     $ 536     $ 97     $ 56     $ 912  

Share-based payment expense

     89       691       894       2,190       3,864  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Bioseparations segment

Revenues for the segment increased by $2.7 million for the quarter ended December 31, 2017 compared to the corresponding period of 2016 mainly as a result of higher product sales to third parties which increased by $3.2 million.

The Bioseparations segment had a profit of $1.6 million during the quarter ended December 31, 2017 compared to a loss of $0.9 million during the quarter ended December 31, 2016, representing an increase in segment profit of $2.6 million. This increase is mainly explained by the increase in external revenues in the quarter of $3.2 million while cost of sales and production remained flat despite the revenue increase due to the products sold generating a strong margin and also due to an adjustment of manufacturing overhead allocation which resulted in additional overhead being capitalized to inventories.

 

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Plasma-derived therapeutics segment

The segment loss for plasma-derived therapeutics increased by $1.6 million for the quarter ended December 31, 2017 compared to the corresponding period of 2016. The segment loss increase is mainly due to the increase in administration, selling and marketing of $1.7 million and the decrease in revenue of $0.7 million. The increase in administration, selling a marketing expenses is mainly due to the increase in consulting expenses incurred in preparation for the plasminogen launch and the administrative support that the segment receives from the head office as more resources are used to support this growing business. The decrease in revenue was mainly due to the decrease of $0.6 million generated from the sales of specialty plasma to third parties during the quarter ended December 31, 2017 compared to the prior period. The increase in cost of sales and production is mainly explained by manufacturing salaries and overhead that did not meet the criteria for inclusion in the cost of inventories carried on the statement of financial position in the fourth quarter of 2017 of $0.7 million and therefore remained as cost of production in the statement of operations.

Small molecule therapeutics segment

The segment loss for Small molecule therapeutics segment increased by $20.0 million for the quarter ended December 31, 2017 compared to the corresponding period of 2016. The segment loss increase is mainly due to the increase in bad debt expense of $20.5 million due to the write-off of the JRP receivable to bad debt expense

 

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Financial condition

The consolidated statements of financial position at December 31, 2017 and December 31, 2016 are presented in the following table followed by a discussion of the key changes in the statement of financial position between both dates.

 

     2017      2016  

Cash and cash equivalents

   $ 23,166      $ 27,806  

Marketable securities and short-term investments

     —          11,063  

Accounts receivable

     6,839        8,379  

Income tax receivable

     4,116        411  

Inventories

     36,013        13,658  

Prepaids

     2,141        2,944  
  

 

 

    

 

 

 

Total current assets

     72,275        64,261  

Long-term income tax receivable

     108        1,020  

Other long-term assets

     8,663        3,223  

Capital assets

     45,254        41,193  

Intangible assets

     156,647        155,487  

Deferred tax assets

     926        110  
  

 

 

    

 

 

 

Total assets

   $ 283,873      $ 265,294  
  

 

 

    

 

 

 

Accounts payable and accrued liabilities

   $ 29,954      $ 23,835  

Advance on revenues from a supply agreement

     1,901        345  

Current portion of long-term debt

     3,336        5,802  

Deferred revenues

     829        2,076  
  

 

 

    

 

 

 

Total current liabilities

     36,020        32,058  

Long-term portion of advance on revenues from a supply agreement

     —          1,822  

Long-term portion of operating and finance lease inducements and obligations

     2,073        1,007  

Other long-term liabilities

     3,335        3,446  

Long-term debt

     83,684        42,313  

Deferred tax liabilities

     15,330        25,305  
  

 

 

    

 

 

 

Total liabilities

   $ 140,442      $ 105,951  
  

 

 

    

 

 

 

Share capital

   $ 575,150      $ 480,237  

Contributed surplus

     16,193        12,919  

Warrants and future investment rights

     73,944        64,201  

Accumulated other comprehensive loss

     (1,622      (1,964

Deficit

     (541,681      (423,026
  

 

 

    

 

 

 

Equity attributable to owners of the parent

     121,984        132,367  

Non-controlling interests

     21,447        26,976  
  

 

 

    

 

 

 

Total equity

     143,431        159,343  
  

 

 

    

 

 

 

Total liabilities and equity

   $ 283,873      $ 265,294  
  

 

 

    

 

 

 

Cash and short-term investments

Cash, cash equivalents, marketable securities and short-term investments decreased by $15.7 million at December 31, 2017 compared to December 31, 2016. Cash and short-term investments balances are directly influenced by the timing and size of financing events and operating revenues and expenditures. Cash flows and liquidity are discussed in detail further in the MD&A.

Accounts receivable

Accounts receivable decreased by $1.5 million at December 31, 2017 compared to December 31, 2016.

 

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Income tax receivable

Current income tax receivable increased by $3.7 million at December 31, 2017 compared to December 31, 2016 mainly due to the increase in the refundable R&D tax credits recognized on operations in the U.K. The long-term income tax receivable decreased by $0.9 million as the Corporation reduced the receivable as a precaution not to overstate it while it continues to work with a consultant to determine the recoverability of withholding taxes withheld on prior years’ transactions and removed the receivable due to its uncertainty.

Inventories

Inventories increased by $22.4 million at December 31, 2017 compared to December 31, 2016. The increase in inventory is due to the Corporation’s manufacturing of plasminogen in anticipation of the commercial launch of the therapeutic resulting in a value of work in progress inventory for plasminogen of $6.8 million being carried at December 31, 2017 as well as a build-up in unprocessed plasma inventories of $14.9 million over prior year end levels.

Other long-term assets

Other long-term assets increased by $5.4 million at December 31, 2017 compared to December 31, 2016. The increase is mainly due to the $5.3 million in fees incurred in establishing the non-revolving credit facility, principally consisting of the value of the Seven Warrants issued to SALP and legal fees, which have been recorded as deferred financing costs and will be amortized over the two year term of the non-revolving credit facility.

Capital assets

Capital assets increased by $4.1 million at December 31, 2017 compared to December 31, 2016. The increase is due to the acquisition of production equipment installed and used at the CMO plant in Winnipeg. The equipment installed at the CMO can be relocated to other sites as needed. The increase is also due to laboratory equipment acquired under finance lease for Prometic’s research facility in Rockville.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities increased by $6.1 million at December 31, 2017 compared to December 31, 2016 mainly due to the increase in account payable and the current portion of operating and finance lease inducements and obligations. This was partially offset by a decrease in wages and severances payable as the severances relating to the Telesta rationalization in 2016 were almost entirely settled.

Long-term debt

Long-term debt increased by $38.9 million at December 31, 2017 compared to December 31, 2016. The increase results primarily from the drawdowns on the non-revolving credit facility in November and December 2017 and the issuance of the third OID loan in April 2017 that resulted in an increase in long-term debt at the dates of these transactions of $21.1 million and $18.4 million, respectively. The interest accretion on the long-term debt during the year ended December 31, 2017 were $7.7 million. Those increases were partially offset by repayment made on long-term debt of $3.6 million and the July 2017 transaction whereby, the holder of the long-term debt used the set off of principal right under the loan agreements to settle the amounts due to the Corporation following its participation in a private placement on July 6, 2017. As a result of that transaction, the carrying amount of the long-term debt was reduced by $4.1 million.

Deferred tax liabilities

Deferred tax liabilities decreased by $10.0 million at December 31, 2017 compared to December 31, 2016 due mainly to the decrease the U.S. federal tax rate from 35% to 21% which is applied to calculate the deferred tax liabilities, following a U.S. tax reform in 2017 which was partially offset by the recognition of deferred income tax assets on NantPro losses during the year ended December 31, 3017.

Share Capital

Share capital increased by $94.9 million at December 31, 2017 compared to December 31, 2016 following the issuance of shares resulting from the July 2017 bought deal with gross proceeds of $53.1 million and the non-cash private placement concluded on July 2017 which was accounted for at the fair value of the share at the date of the transaction for a total of $8.3 million. The share capital also increased because of the exercise of the future investment rights for which the Corporation received gross proceeds of $21.1 million and the shares issued pursuant to restricted share unit plan by $5.1 million.

 

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Contributed surplus

Contributed surplus increased by $3.3 million at December 31, 2017 compared to December 31, 2016. The increase is principally due to the recognition of share-based payment expense of $8.7 million during the year ended December 31, 2017. This increase was partially offset by the shares issued pursuant to restricted share unit plan of $5.1 million.

Warrants and future investment rights

Warrants and future investment rights increased by $9.7 million at December 31, 2017 compared to December 31, 2016 mainly due to the recognition of the vested portion of the Seventh Warrants which were issued on November 30, 2017, pursuant to entering into a non-revolving credit facility agreement. As of December 31, 2017, 20 million of those warrants have vested and have been recognized for an amount of $9.3 million. The warrants and future investment rights also increased because of the 10,600,407 warrants, the Sixth Warrants, issued in the financing transaction with SALP in April 2017, amounting to $6.5 million. This increase was partially offset by the exercise of all of the future investment rights in February 2017 resulting in a reduction of $6.5 million.

Non-controlling interests (“NCI”)

The non-controlling interests decreased by $5.5 million at December 31, 2017 compared to December 31, 2016. The variation in the NCI between December 31, 2017 and December 31, 2016 is shown below:

 

Balance at December 31, 2016

   $ 26,976  

Share in losses

     (10,305

Share in Prometic’s funding of NantPro

     4,776  
  

 

 

 

NCI balance at December 31, 2017

   $ 21,447  
  

 

 

 

Cash flow analysis

The consolidated statements of cash flows for the year ended December 31, 2017 and the comparative period in 2016 are presented below.

 

     Year ended December 31,  
     2017      2016  

Cash flows used in operating activities

   $  (122,573)      $ (97,693

Cash flows from financing activities

     117,452        86,938  

Cash flows from investing activities

     1,119        9,900  
  

 

 

    

 

 

 

Net change in cash and cash equivalents during the year

     (4,002      (855

Net effect of currency exchange rate on cash and cash equivalents

     (638      (624

Cash and cash equivalents, beginning of year

     27,806        29,285  
  

 

 

    

 

 

 

Cash and cash equivalents, end of the year

   $ 23,166      $ 27,806  
  

 

 

    

 

 

 

Cash flow used in operating activities increased by $24.9 million during the year ended December 31, 2017 compared to the same period in 2016. The increase is due mainly to the increase in non-cash working capital items, namely inventories of $22.4 million which is related to the build-up in commercial and unprocessed plasma inventories and the increase in operating costs. This was partially offset by the increase in accounts payables and accrued liabilities.

Cash flows from financing activities increased by $30.5 million during the year ended December 31, 2017 compared to the same period in 2016 principally due to the exercise of the future investment rights of $21.1 million and the increase in proceeds from debt and warrant issuances of $20.7 million during the year ended December 31, 2017 compared to prior period. This was partially offset by a decrease in proceeds from share issuances by $7.0 million.

 

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Cash flows from investing activities decreased by $8.8 million during the year ended December 31, 2017 compared to the same period in 2016 mainly due to the $13.5 million cash and cash equivalents acquired from the Telesta business combination in 2016. Cash invested in capital assets decreased by $6.4 million in 2017 mainly explained by a reduction in the investment in the equipment at the Winnipeg CMO facility as the project came to its completion in 2017.

USE OF PROCEEDS

On July 6, 2017, the Corporation issued common shares following a bought deal public offering. The net proceeds received upon closing of the transaction were $49.4 million.

The following table presents how the proceeds were used compared to the combined estimates, per type of activity, provided by the Corporation at the time of each prospectus.

 

     Total disbursements
at December 31, 2017
     Expenditure
estimate
provided in
Prospectus
 

The investment in ongoing Plasminogen and Intravenous Immunoglobulin (“IVIG”) clinical trials and the IVIG Biologics License Application

   $ 18,240      $ 10,000  

The investment in the sales and marketing infrastructure necessary for the commercialization of Plasminogen and IVIG

     12,898        5,000  

The advancement of new clinical indications for Plasminogen including wound healing, tympanic repairs and severe burns and the advancement of other protein therapeutics

     3,582        10,000  

The advancement of pivotal clinical programs, and pre-clinical costs relating to our orally active anti-fibrotic drug candidate PBI-4050 such as idiopathic pulmonary fibrosis and chronic kidney diseases

     4,896        8,000  

The pre-clinical and scale-up of PBI-4050 follow-on drug candidates and their advancement into clinical trial stages

     3,046        4,000  

The expansion of plasma collection and processing capabilities related to the plasma derived therapeutics

     4,338        10,000  

General working capital

     2,400        2,400  
  

 

 

    

 

 

 
   $ 49,400      $ 49,400  
  

 

 

    

 

 

 

Disbursements were made towards the advancement of the plasminogen and IVIG clinical trials, the preparation work towards the filing of the BLA for IVIG and supporting the review by the FDA of the congenital plasminogen deficiency BLA. Those cost are mainly related to CRO, investigator as well as manufacturing cost of the drug substance for the clinical trials. The costs of the therapeutics used in the clinical trials and to keep those patients on the treatment plan after they have completed the number of weeks required by the study up to the expected date of approval of the therapeutic is the main reason for the higher spend than originally expected.

Investments were also made in an effort to build an infrastructure to support the sales and marketing force for the commercialization of plasminogen and medical support to the health care practitioners. The structures now being put in place will also serve for the eventual commercialization of IVIG. Those investments are mainly related to headcount, consultant and information systems expenses. It also includes the build-up of our inventory in preparation for the commercial launch and this is the main reason for the higher spending than was originally estimated in this category.

 

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The advancement on the new indications for plasminogen as progressed well as we have received the clearance from the Swedish Medical products agency to initiate both the chronic tympanic membrane performance and the diabetic foot ulcer phase 2 clinical trials. The cost from those operations are mainly internal costs and R&D consultant expenses.

The disbursements made towards the advancement of the PBI-4050 clinical programs include our internal costs to support the on-going trials, the research for potential additional indications that could benefit from this drug, the preparations for the filing of INDs and to launch new trials such as the upcoming CFRD trial and IPF in the U.S. They also include disbursements made to consultants, expenditures in regards to the clinical sites and drug substance manufacturing costs for the three on-going clinical trials for PBI-4050.

The disbursements regarding follow-on drug candidates to PBI-4050 mainly involve our internal cost to support the pre-clinical research in addition to external analysis and consulting expenses.

The disbursements regarding the expansion of the manufacturing capabilities related to the plasma-derived therapeutics include expenditures on production equipment, acquired and installed at the Winnipeg CMO, in order to increase our manufacturing capabilities to supply the product requirements for the clinical trials and in view of the eventual sale of commercial products. This figure also includes investment in production equipment at the Isle of Man Bioseparations production facility to increase the manufacturing output level of resins used in the PPPS process as well as the investment in equipment at our plasma collection centers in Winnipeg which was completed to increase the collection capacity in order to increase the Corporation’s supply chain for plasma.

Although there has been higher than anticipated spending in relation to congenital plasminogen deficiency trials as well as greater inventory build reflecting an investment in the commercialisation infrastructure, the Corporation has been able to continue other key programs at the anticipated pace while seeking cost reductions in their execution. Additional savings have been achieved by refocusing the R&D programs of the Corporation.

LIQUIDITY AND CONTRACTUAL OBLIGATIONS

At December 31, 2017, the Corporation’s working capital is a surplus of $36.3 million.

The Corporation funds its research and development activities with profits generated from the sale of Bioseparation products to third parties, the revenues it receives from licensing agreements, and periodically from the issuance of shares, warrants and long-term debt. Depending on the licensing agreements or agreements entered into with third parties to jointly develop a therapeutic for a certain health indication and market, the Corporation will likely need to secure additional financing to finance its R&D activities until such time as the plasma-derived therapeutics that are currently at the BLA stage (plasminogen for congenital deficiency) and still in phase 3 clinical trials (IVIG for PIDD), are commercialized and generating revenues.

As the Corporation evolves its scale-up plans for both production capacity and plasma sourcing, the level of likely future investment required will be determined by the decision to scale-up in-house or via outsourcing to third parties. The Corporation’s capacity to successfully attract new financings will depend namely on the attractiveness of Prometic’s common shares to investors, which will be influenced by many factors including the success of our regulatory filings and with the clinical trials as they progress and the market, risks and economics merits of our projects.

 

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Looking forward, there are several transactions that may generate additional cash inflows that will support the ongoing operation expenditures such as:

 

   

in January and February 2018, the Corporation has drawn an additional US$20.0 million on the first US$40 million tranche of credit available under the non-revolving credit facility with SALP. The second US$40 million will become available to draw upon if the conditions required for the tranche’s funds are met;

 

   

on March 14, 2018, the Corporation filed a final shelf prospectus valid for a period of 25 months that would enable a variety of equity financing transactions up to an aggregate of $250.0 million; and

 

   

the Corporation is in ongoing discussions with potential licensees of its drug pipeline. Any such discussions may lead to the conclusion of a licensing transaction which could generate a combination of licensing, milestone and royalty revenues.

As usual, the Corporation modulates its R&D and general spending to take into consideration its working capital position over time.

The Corporation expects that its financial position together with the revenues to be generated from its operating activities and the above mentioned transactions will be sufficient to fund its operating activities and meet its contractual obligations over the next year.

Financial obligations

The timing and expected contractual outflows required to settle the financial obligations of the Corporation recognized in the consolidated statement of financial position at December 31, 2017 are presented in the table below:

 

            Contractual Cash flows  

At December 31, 2017

   Carrying
amount
     Payable
within 1 year
     2 - 3 years      Later than
4 years
     Total  

Accounts payable and accrued liabilities 1)

   $ 26,653      $ 26,653      $ —        $ —        $ 26,653  

Advance on revenues from a supply agreement

     1,901        1,919        —          —          1,919  

Long-term portion of settlement fee payable

     88        —          115        —          115  

Long-term portion of royalty payment obligation

     2,963        —          3,138        —          3,138  

Long-term portion of other employee benefit liabilities

     214        —          241        —          241  

Long-term debt 2)

     87,020        5,343        28,137        113,469        146,949  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 118,839      $ 33,915      $ 31,631      $ 113,469      $ 179,015  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1) 

Excluding $3,301 for current portion of operating and finance lease inducement and obligations.

2) 

Under the terms of the OID loans and the non-revolving line of credit, the holder of Second, Third, Fourth, Fifth, Sixth and Seventh Warrants may decide to cancel a portion of the face values of these loans as payment upon the exercise of these warrants. The maximum repayment due on these loans has been included in the above table.

In addition to the above, the Corporation must make the following payments under finance lease agreements that became effective during the year ended December 31, 2017:

 

     Within 1
year
     2 - 5 years      Total  

Future minimum lease payments

   $  338      $ 783      $ 1,121  
  

 

 

    

 

 

    

 

 

 

Commitments

CMO Lease

In May 2015, the Corporation signed a long-term manufacturing contract with a third party which provides the Corporation with additional manufacturing capacity (“the CMO contract”). The payments under the CMO contract cover the use of the production facility, a specified number of direct and indirect labour hours and the related overhead expense during a minimum of 20 weeks per year, over a 15-year term. The term of

 

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the agreement will be automatically extended after the initial term for successive terms of five years, unless a notification of termination is produced by one of the parties. The annual minimum payments under the agreement are subject to escalation annually calculated as the greatest of 3% or the Industrial Product Price / Pharmaceutical and Medicine Manufacturing index under the North American Industry Classification System. The annual payments are also subject to an adjustment calculated as 50% of the exchange rate between the U.S. dollar and the Canadian dollar at December 31st of each year.

The following table represent the future minimum operating lease payment as of December 31, 2017:

 

     Within 1 year      2 - 5 years      Later than
5 years
     Total  

Future minimum operating lease payment

   $ 3,468      $ 14,945      $ 32,291      $ 50,704  
  

 

 

    

 

 

    

 

 

    

 

 

 

The above payments include non-lease elements pertaining to the arrangement as it was impracticable to separate the operating expenses from the lease payment.

Other Leases

The Corporation has total commitments in the amount of $26.7 million under various operating leases for the rental of offices, production plant, laboratory space and office equipment. The payments for the coming years and thereafter are as follows:

 

2018

   $ 3,880  

2019

     3,212  

2020

     3,007  

2021

     3,054  

2022 and thereafter

     13,527  
  

 

 

 
   $ 26,680  
  

 

 

 

Royalties

In April 2006, the Corporation entered into an agreement with the American Red Cross for an exclusive license to use intellectual property rights relating to the PPPS. As per the agreement, Prometic could pay a royalty to the American Red Cross in addition to an annual minimum royalty of US$30,000 to maintain the license.

A company owned by an officer of the Corporation is entitled to receive a royalty of 0.5% on net sales and 3% of license revenues in regards to certain small-molecule therapeutics commercialized by the Corporation. To date, no royalties have been accrued or paid.

In the normal course of business, the Corporation enters into license agreements for the market launching or commercialization of products. Under these licenses, including the one mentioned above, the Corporation has committed to pay royalties ranging generally between 1.5% and 15.0% of net sales from products it commercializes.

Other commitments

In connection with the CMO contract, the Corporation has committed to a minimum spending between $7.0 million and $9.0 million each year from 2018 to 2030 (the end of the initial term). As of December 31, 2017, the remaining payment commitment under the CMO contract was $104.7 million or $53.9 million after deduction of the minimum lease payments under the CMO contract disclosed above.

 

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The Corporation has entered into multiple plasma purchase agreements whereby it has committed to purchase varying volumes of plasma until December 31, 2022. As at December 31, 2017, total commitment are as follows:

 

2018

   $ 19,065  

2019

     27,376  

2020

     41,063  

2021

     27,376  

2022 and thereafter

     34,220  
  

 

 

 
   $ 149,100  
  

 

 

 

Any plasma purchased under these agreements, if in excess of short-term requirements, would be available for sale on the spot market.

SELECTED ANNUAL INFORMATION

The following table presents selected audited annual information for the years ended December 31, 2017, 2016 and 2015.

 

     2017      2016      2015  

Revenues

   $ 39,115      $ 16,392      $ 24,534  

Net profit (loss) attributable to owners of the parent

     (109,731      (100,807      (50,961

Net profit (loss) per share attributable to owners of the parent (basic and diluted)

     (0.16      (0.17      (0.09

Total assets

     283,873        265,294        215,288  

Total long-term financial liabilities

   $ 86,949      $ 47,463      $ 24,159  
  

 

 

    

 

 

    

 

 

 

The mix and the amounts generated from the four main sources of revenues of the Corporation, namely revenues from the sale of goods, milestone and licensing revenues, revenues from the rendering of services and rental revenue has shown a lot of variability over the last three years. Revenues from the sales of goods decreased by $8.5 million in 2016 compared to 2015 whereas they have increased by $3.6 million during 2017. Milestone and licensing revenues were $1.3 million in 2015 and $19.7 million in 2017. There were no milestone and licensing revenues earned in 2016. Revenues from the rendering of services revenues increased from $1.8 million in 2015 to $3.4 million in 2016 and then returned to $1.9 million in 2017. Finally, rental revenues have increased by $ 0.9 million in 2017 going from $0.1 million in 2016 to $1.0 million in 2017. There were no rental revenues earned in 2015. The rental revenues are incidental to the Telesta acquisition in 2016.

The net loss attributable to the owners of the parent increased by $8.9 million from 2016 to 2017 mainly due to the increase in the R&D expenses by $12.8 million reflecting an increase in the number of employees involved in the clinical trials, regulatory processes and other research activities. The milestone and licensing revenues recorded during the year ended December 31, 2017 were written-off entirely effectively negating the contribution of those revenues. The net loss attributable to the owners of the parent increased significantly in 2016 from 2015 by $49.8 million due to several factors including an increase of $37.4 million in the total research and development expenses as the Corporation continued to expand the number of proteins under development and indications being pursued with PBI-4050 and progresses with the ongoing clinical trials.

The net loss per share on a basic and diluted basis reflects the changes in the net loss attributable to the owner of the parent but also the increasing number of common shares outstanding from year to year. In 2015 and 2016, the basic and diluted net loss per share increased reflecting the significant increase in the expenditures from one year to the next. In 2017 basis and diluted net loss per share remained at similar level despite the increase in net loss since because of the important increase in the weighted average number of outstanding shares which went from 598 million in 2016 to 684 million in 2017.

 

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The total assets increased from year to year as the Corporation’s activities grow from year to year. The main reason for the change in the total assets from 2015 to 2016 of $50.0 million was an increase in cash, cash equivalents, marketable securities and short-term investments totaling $36.2 million and an increase in capital assets of $10.8 million at the acquisition date resulting from the Telesta acquisition in October 2016, a portion of which was used to fund the operating activities as of December 31, 2016. In addition, the Corporation started holding inventories that would be used for the production of plasminogen for commercial purposes and those inventories were capitaliable on the statement of financial position compared to inventories to be used for R&D purposes that must be expensed. The increase in total assets from 2016 to 2017 of $18.6 million is mainly due to the build-up of inventory in preparation of the commercial launch of plasminogen.

Long-term financial liabilities increased by $23.3 million between 2015 and 2016 mainly due to the issuance of additional OID loans of $19.4 million and the assumption of liabilities from the Telesta business combination of $7.5 million. From 2016 to 2017 long-term financial liabilities increased by $39.5 million mainly due to the increase in debt reflecting the drawdown on the non-revolving credit facility and the increase in the carrying value of the long-term debt by $18.4 million following issuance of the third OID loan in April 2017 pursuant to a financing transaction with SALP.

SUMMARY OF QUARTERLY RESULTS

The following table presents selected quarterly financial information for the last eight quarters:

 

            Net loss attributable  
            to the owners of the parent  

Quarter ended

   Revenues      Total      Per share
basic & diluted
 

December 31, 2017

   $ 6,596      $ (38,279    $ (0.05

September 30, 2017

     24,034        (15,542      (0.02

June 30, 2017

     3,619        (29,513      (0.04

March 31, 2017

     4,866        (26,397      (0.04

December 31, 2016

     4,111        (37,308      (0.06

September 30, 2016

     3,737        (25,569      (0.04

June 30, 2016

     3,295        (22,351      (0.04

March 31, 2016

     5,249        (15,579      (0.03
  

 

 

    

 

 

    

 

 

 

Revenues from period to period may vary significantly as these are affected by the timing of orders for goods and the shipment of the orders and the timing of the provision of research services under service agreements. The revenues are also affected by the timing of the signing of licensing agreements and achievement of milestones established in these agreements and how these revenues are recognized for accounting purposes, The timing of the recognition of these revenues and the timing of the recognized expense can cause significant variability in the results from quarter to quarter.

Revenues, mainly from the sale of goods were $5.2 million during the quarter ended March 31, 2016. The R&D expense for the quarter was $16.5 million and administration, selling and marketing expense was $4.8 million.

During the quarter ended June 30, 2016, the R&D expense and the administration, selling and marketing expense were $19.4 million and $5.2 million respectively, which were higher than the previous quarter due to the increase in the level of pre-clinical and clinical activities within the Corporation. Also, a non-cash loss on extinguishment of liabilities of $2.6 million was recorded as the holder of the long-term debt decided to reduce the face value of the loan in consideration of the shares they received pursuant to a private placement. Finally, slightly lower sales of goods were registered in the second quarter of 2016 compared to previous quarter.

 

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Revenues during the quarter ended September 30, 2016 totalled $3.7 million. Total R&D expenses increased by $4.2 million compared to the previous quarter. The majority of the increase is due to the increase in the production expenses at the Laval manufacturing facility resulting from an increase in production levels during the quarter and an increase in the expenses regarding the Winnipeg CMO mainly reflecting the timing of the production schedule which in 2016 took place throughout the third and fourth quarters. The remainder of the increase is due to higher employee compensation and related expenses as the number of employees increased. Administration, selling and marketing expenses were $6.5 million, an increase of $1.3 million from the prior quarter which was mainly due to the recording of $0.9 million in fees regarding the GE settlement and license agreement.

Revenues during the quarter ended December 31, 2016 totalled $4.1 million. Total R&D expenses were $28.0 million, an increase of $4.3 million compared to the previous quarter due to an increase in clinical trial spend, employee compensation and an increase in share-based payment expenses of $1.8 million. Administration, selling and marketing expenses were $12.8 million, an increase of $6.3 million from the prior quarter which was mainly attributable to salary and benefit expenses resulting from an increase in headcount and the related increase in operating costs, higher share-based payments expense of $1.5 million and severance expense of $2.1 million recorded in relation to rationalisation efforts at Telesta.

Revenues were $4.9 million during the quarter ended March 31, 2017, which represents an increase of $0.8 million compared to the previous quarter ended December 31, 2016. R&D and administration, selling and marketing expense both decreased by $3.6 million and $5.9 million respectively compared to the fourth quarter of 2016. The decline in R&D expense were mainly due to lower clinical trial expenses and a reduction in the cost of manufacturing therapeutics for the clinical trials expensed in R&D as PBP started the manufacturing of plasminogen for commercial purposes, which cost was capitalized in inventories. Share-based payment expenses recorded under R&D and administration, selling and marketing expenses, were lower by $1.2 million and $1.3 million, respectively this quarter. The fact that there were no severance expense recorded as compared to the fourth quarter of 2016, brought administration, selling and marketing expense to a more normal level.

Revenues declined to $3.6 million during the quarter ended June 30, 2017 as a result of lower sales of affinity resins. Research and development was stable at $24.5 million and administration, selling and marketing expenses at $8.1 million was higher by $1.1 million.

Revenues were $24.0 million during the quarter ended September 30, 2017 mainly driven by licensing and milestone revenues following the signing of a small molecule licensing agreement which resulted in $19.7 million of revenue for the Corporation. Research and development and administration, selling and marketing expense were $23.2 million and $7.7 million respectively, remaining at similar levels to the prior quarter. A non-cash loss on extinguishment of liabilities of $4.2 million was recorded as the holder of the long-term debt decided to reduce the face value of the loan in consideration of the shares they received pursuant to a private placement that occurred in July 2017.

Revenues during the quarter ended December 31, 2017 were $6.6 million, of which the majority was driven by product sales and service revenues from the Bioseparations segment. Research and development and administration, selling and marketing expense were $28.2 million and $8.8 million respectively. The increase in R&D cost of $5.0 million compared to the previous quarter is mainly due to higher expense relating to cost of therapeutics to be used in clinical trials, an increase in the external cost incurred in running the trials and higher salary and benefit expenses. Administration, selling and marketing expenses were slightly higher by $1.1 million principally due to higher salary and benefit expenses. During the quarter, the Corporation recognized a bad debt expense of $20.5 million, effectively offsetting the milestone and licensing revenues earned during the previous quarter.

 

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OUTSTANDING SHARE DATA

The Corporation is authorized to issue an unlimited number of common shares. At March 27, 2018, 713,329,990 common shares, 13,694,685 options to purchase common shares, 9,688,458 restricted share units and 125,672,099 warrants to purchase common shares were issued and outstanding.

TRANSACTIONS BETWEEN RELATED PARTIES

The CEO has a share purchase loan outstanding in the amount of $400,000 at December 31, 2017. The loan bears interest at prime plus 1% and has a maturity date of the earlier of (i) March 31, 2019 or (ii) 30 days preceding a targeted NASDAQ or NYSE listing date of Prometic’s shares. During the year ended December 31, 2017, the Corporation earned interest revenues on the share purchase loan to the CEO in the amount of $16. At December 31, 2017, there was $12 in interest receivable on this share purchase loan.

SIGNIFICANT JUDGMENTS AND CRITICAL ACCOUNTING ESTIMATES

Revenue recognition – The Corporation does at times enter into revenue agreements which provide, among other payments, for up-front payments in exchange for licenses and other access to intellectual property. Management applies its judgment to assess whether these payments were received in exchange for the provision of goods or services which have stand-alone value to the customer.

Functional currency – The functional currency of foreign subsidiaries is reviewed on an ongoing basis to assess if changes in the underlying transactions, events and conditions have resulted in a change. During the years ended December 31, 2017 and 2016 no changes were deemed necessary. This assessment is also performed for new subsidiaries. When assessing the functional currency of a foreign subsidiary, management’s judgment is applied in order to determine, amongst other things, the primary economic environment in which an entity operates, the currency in which the activities are funded and the degree of autonomy of the foreign subsidiary from the reporting entity in its operations and financially. Judgment is also applied in determining whether the inter-company loans denominated in foreign currencies form part of the parent Corporation’s net investment in the foreign subsidiary. Considering such loans as part of the net investment in the foreign subsidiary results in foreign currency translation gains or losses resulting from the translation of these loans being recorded in other comprehensive loss instead of the statement of operations.

Determining whether assets acquired constitute a business – In determining whether the acquisition of an equity interest in Telesta Therapeutics Inc. (“Telesta”) fell within the scope of IFRS 3, Business Combination, management evaluated whether Telesta represented an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower cost or other economic benefits directly to investors or other owners, members or participants. In making this evaluation, management considered whether Telesta had inputs, processes and other elements making it a business. Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business. Management concluded that it had inputs, processes and other elements making it a business and therefore accounted for the acquisition as a business combination.

Assets arising from a business combination - The Corporation acquired Telesta in 2016. The cost to acquire the businesses must be allocated to the identifiable assets and liabilities acquired based on their estimated fair values calculated in accordance with the requirements of IFRS 3, Business Combinations. The estimated lives and amortization periods for certain identifiable assets must also be determined.

 

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As part of this allocation process, the Corporation must identify and attribute values and estimated lives to the identifiable assets acquired. These determinations involve significant estimates and assumptions regarding the value a market participant would be willing to pay for capital assets and intangibles. These estimates and assumptions determine the amount allocated to the identifiable intangible assets and the amortization period for identifiable intangible assets with finite lives. If future events or results differ from these estimates and assumptions, the Corporation could record increased amortization or impairment charges in the future.

Going concern - In assessing whether the going concern assumption is appropriate and whether there are material uncertainties that may cast significant doubt about the Corporation’s ability to continue as a going concern, management must estimate future cash flows for a period of at least twelve months following the end of the reporting period by considering relevant available information about the future. Management has considered a wide range of factors relating to expected cash inflows such as product sales, including whether the Corporation will obtain regulatory approval for commercialization of therapeutics, licensing and milestone revenues and potential sources of debt and equity financing including the exercise of in-the-money warrants and options. Management has also estimated expected cash outflows such as operating and capital expenditures and debt repayment schedules, including the ability to delay uncommitted expenditures. These cash flow estimates are subject to uncertainty. Management has concluded that there are no material uncertainties related to events or conditions that may cast significant doubt upon the Corporation’s ability to continue as a going concern for at least the next twelve months.

Estimates and assumptions

Assessing the recoverable amount of intangible assets not yet available for use – In determining the value in use as part of the impairment test on the intangible assets that are not yet available for use performed as of November 30th each year, management must make estimates and assumptions regarding the estimated future cash flows such as production capacities and costs, market penetration and selling prices for the Corporation’s therapeutics and, the commencement date for their commercialisation, etc. The future cash flows are estimated using a five year projection of cash flows before taxes which are based on the most recent budgets and forecasts available to the Corporation. The fifth year was then extrapolated, including a 2% annual growth rate. The estimated cash flows are then discounted to their net present value using a pre-tax discount rate that includes a risk premium specific to the line of business. The Corporation determined its value in use by applying a pre-tax discount rate of 17.33% at November 30, 2017 equivalent to a post-tax discount rate of 11.87%. The values of the Canadian to U.S. dollar exchange rates used over the forecasting period ranged from 1.23 to 1.24 CAD/USD rate and were based on forward exchange contract rates.

Expense recognition of restricted share units – The expense recognized in regards to the RSU for which the performance conditions have not yet been met is based on an estimation of the probability of the successful achievement of a number of performance conditions, many of which depend on research, regulatory process and business development outcomes which are difficult to predict, as well as the timing of their achievement. The final expense is only determinable when the outcome is known.

Fair value of financial instruments – The individual fair values attributed to the different components of a financing transaction, are determined using valuation techniques. The Corporation uses judgment to select the methods used to make certain assumptions and in performing the fair value calculations in order to determine the values attributed to each component of a transaction at the time of their issuance and for disclosing the fair value of financial instruments subsequently carried at amortized cost. The fair value estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market.

 

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Valuation of deferred income tax assets – To determine the extent to which deferred income tax assets can be recognized, management estimates the amount of probable future taxable profits that will be available against which deductible temporary differences and unused tax losses can be utilized. Management exercises judgment to determine the extent to which realization of future taxable benefits is probable, considering the history of taxable profits, budgets and forecasts and availability of tax strategies.

CHANGES IN ACCOUNTING POLICIES

The accounting policies used in the consolidated financial statements are consistent with those applied by the Corporation in its December 31, 2016 audited annual consolidated financial statements except for the amendments to certain accounting standards which are relevant to the Corporation and were adopted by the Corporation as of January 1, 2017 as described below.

IAS 7, Statement of Cash Flows (“IAS 7”)

An amendment to IAS 7 requires additional disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including changes arising from cash flows and non-cash changes. The amendment is effective for annual periods beginning on or after January 1, 2017, and is applied prospectively. The adoption of the amendment did not have a significant impact on the disclosures as the Corporation was already providing similar disclosures in its long-term debt note in the consolidated financial statements.

IAS 12, Income Taxes (“IAS 12”)

An amendment to IAS 12 clarifies the guidance on the recognition of deferred tax assets related to unrealized losses resulting from debt instruments that are measured at their fair values on a continuous basis. The amendment is effective for annual periods beginning on or after January 1, 2017 and is applied retrospectively. The adoption of the amendment did not have any impact on the consolidated financial statements on the adoption date since the Corporation did not hold any debt instrument measured at fair value on a continuous basis for which there were unrealized losses.

Segmented information

During the second quarter of 2017, the Corporation made changes to the reported operating segments by splitting the former Protein technology segment into two segments being the Bioseparations and the Plasma-derived therapeutics segments. The Small molecule therapeutic segment was unaffected by this change. The modification reflects the desire of the Chief Operating Decision Makers (“CODM”) to obtain, starting in the second quarter of 2017, discrete financial information to assess the performance of these activities separately as the Plasma-derived therapeutic business approaches the commercial launch of its first therapeutic (plasminogen) with other therapeutics expected to be commercialized in the following years. The organizational structure and business activities required to develop the products, run the clinical trials and support the commercial activities relating to the sale of a plasma-derived therapeutic are different than those required to develop and commercialize the bioseparation products. The CODM assess the performance of the operating segments based on segment profit or loss which comprises revenues, cost of sales and production, research and development and administration, selling and marketing expense.

The full 2017 and 2016 years segments disclosures have been restated to reflect the changes in the Corporation’s operating segments.

The accounting policies of the segments are the same as the accounting policies of the Corporation. The operating segments include intercompany transactions between the segments which are done in a manner similar to transactions with third parties.

 

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NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

The IFRS accounting standards and interpretations that the Corporation reasonably expects may have a material impact on the disclosures, the financial position or results of operations of the Corporation when applied at a future date are presented below. The Corporation intends to adopt these standards when they become effective.

IFRS 9, Financial Instruments – Recognition and Measurement (“IFRS 9”)

In July 2014, the IASB issued the final version of IFRS 9, with a mandatory effective date of January 1, 2018. The new standard brings together the classification and measurements, impairment and hedge accounting phases of the IASB’s project to replace IAS 39, Financial Instruments: Recognition and Measurement. In addition to the new requirements for classification and measurement of financial assets, a new general hedge accounting model and other amendments issued in previous versions of IFRS 9, the standard also introduces new impairment requirements that are based on a forward-looking expected credit loss model. The Corporation does not anticipate IFRS 9 having a significant impact on the financial statements upon adoption.

IFRIC 22, Foreign Currency Transactions and Advance Consideration (“IFRIC 22”)

In December 2016, the IASB issued IFRIC 22, which addresses how to determine the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) and on the derecognition of a non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration in a foreign currency. IFRIC 22 is effective for annual periods beginning on or after January 1, 2018. Early adoption is permitted. The Corporation does not anticipate IFRIC 22 having a significant impact on the financial statements upon adoption.

IFRS 15, Revenue from contracts with customers (“IFRS 15”)

In May 2014, the IASB issued IFRS 15, a new standard that specifies the steps and timing for issuers to recognize revenue as well as requiring them to provide more informative, relevant disclosures. IFRS 15 supersedes IAS 11, Construction Contracts, and IAS 18, Revenue and related interpretations. Adoption of IFRS 15 is mandatory and will be effective for the Corporation’s fiscal year beginning on January 1, 2018, with earlier adoption permitted.

IFRS 16, Leases (“IFRS 16”)

In January 2016, the IASB issued IFRS 16, a new standard that replaces IAS 17, Leases. IFRS 16 is a major revision of the way in which companies account for leases and will no longer permit off balance sheet leases. Adoption of IFRS 16 is mandatory and will be effective for the Corporation’s fiscal year beginning on January 1, 2019. Early application is permitted for companies that also apply IFRS 15.

The Corporation is in the process of evaluating the impact of adopting IFRS 15 and IFRS 16 on its consolidated financial statements.

FINANCIAL INSTRUMENTS

Use of financial instruments

The financial instruments that are used by the Corporation result from its operating and investing activities, namely in the form of accounts receivables and payables, and from its financing activities resulting usually in the issuance of long-term debt. The Corporation does not use financial instruments for speculative purposes and has not issued or acquired derivative financial instruments for hedging purposes. The following table presents the carrying amounts of the Corporation’s financial instruments at December 31, 2017 and 2016.

 

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     2017      2016  

Financial assets

     

Cash and cash equivalents

   $ 23,166      $ 27,806  

Marketable securities and short-term investments

     —          11,063  

Accounts receivable

     2,193        3,649  

Other long-term receivables

     2,169        1,996  

Share purchase loan to an officer

     400        400  

Available for sale financial assets

     1,228        1,227  

Financial liabilities

     

Accounts payable and accrued liabilities

     26,653        22,831  

Advance on revenues from a supply agreement

     1,901        2,167  

Long-term debt

     87,020        48,115  

Other long-term financial liabilities

     3,367        3,328  
  

 

 

    

 

 

 

Impact of financial instruments in the consolidated statements of operations

The following line items in the consolidated statement of operations for the quarter and the year ended December 31, 2017 include income, expense, gains and losses relating to financial instruments:

 

   

Bad debt expense;

 

   

finance costs;

 

   

foreign exchange gains and losses; and

 

   

loss on extinguishment of liabilities.

Financial risk management

The Corporation has exposure to credit risk, liquidity risk and market risk. The Corporation’s Board of Directors has the overall responsibility for the oversight of these risks and reviews the Corporation’s policies on an ongoing basis to ensure that these risks are appropriately managed.

 

i)

Credit risk:

Credit risk is the risk of financial loss to the Corporation if a customer, partner or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Corporation’s cash, investments, receivables and share purchase loan to an officer. The carrying amount of the financial assets represents the maximum credit exposure.

The Corporation reviews a new customer’s credit history before extending credit and conducts regular reviews of its existing customers’ credit performance. The Corporation evaluates accounts receivable balances based on the age of the receivable, credit history of the customers and past collection experience.

The Corporation recorded bad debt expense of $20.5 million during the year and the quarter ended December 31, 2017. The current year expense is due to the write-off affecting the fourth quarter of 2017 and pertains to the write-off of the amount due from JRP in regards to a license agreement.

ii) Liquidity risk:

Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they come due. The Corporation manages its liquidity risk by continuously monitoring forecasts and actual cash flows.

iii) Market risk:

Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Corporation’s income or the value of its financial instruments.

a) Interest risk:

The majority of the Corporation’s debt is at a fixed rate, therefore there is limited exposure to changes in interest payments as a result of interest rate risk.

 

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b) Foreign exchange risk:

The Corporation is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Corporation operates in the United Kingdom and in the United States and a portion of its expenses incurred are in U.S. dollars and in GBP. The majority of the Corporation’s revenues are in U.S. dollars and in GBP which serve to mitigate a portion of the foreign exchange risk relating to the expenditures. Financial instruments potentially exposing the Corporation to foreign exchange risk consist principally of cash and cash equivalents, short-term investments, receivables, trade and other payables, advance on revenues from a supply agreement and the amounts drawn on the non-revolving credit facility. The Corporation manages foreign exchange risk by holding foreign currencies to support forecasted cash outflows in foreign currencies.

RISK FACTORS

For a detailed discussion of risk factors which could impact the Corporation’s results of operations and financial position, other than those risks pertaining to the financial instruments, please refer to the Corporation’s Annual Information Form filed on www.sedar.com

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

Disclosure Controls and Procedures

The Corporation maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in its reports filed under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.

The Corporation’s CEO and CFO have evaluated, or caused the evaluation of, under their supervision, the design and operating effectiveness of the Corporation’s disclosure controls and procedures. Based upon the evaluation, the CEO and CFO have concluded that the Corporation’s disclosure controls and procedures were effective as of December 31, 2017.

Internal control over Financial Reporting

Internal controls over financial reporting (ICFR) are designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

Due to its inherent limitation, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

The Corporation’s CEO and CFO are responsible for establishing and maintaining adequate ICFR. They have evaluated, or caused the evaluation of, under their supervision, the design and operating effectiveness of the Corporation’s ICFR as of December 31, 2017 based on the framework established in Internal Control – Integrated Framework (2013) by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, the CEO and CFO concluded that the Corporation’s ICFR were effective as of December 31, 2017.

Change in Internal Controls over Financial Reporting

In accordance with the National Instrument 52-109, the Corporation has filed certificates signed by the CEO and CFO that, among other things, report on the design of disclosure controls and procedures and the design of ICFR as at December 31, 2017.

There have been no changes in the Corporation’s ICFR that occurred during the quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect its ICFR.

 

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Exhibit 99.27

 

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Management Discussion & Analysis

Prometic Life Sciences Inc.

For the quarter ended March 31, 2018

 

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MANAGEMENT’S DISCUSSION & ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) is intended to help the reader to better understand Prometic Life Sciences Inc.’s (“Prometic” or the “Corporation”) operations, financial performance and results of operations, as well as the present and future business environment. This MD&A has been prepared as of May 14, 2018 and should be read in conjunction with Prometic’s condensed interim consolidated financial statements for the quarter ended March 31, 2018. Additional information related to the Corporation, including the Corporation’s Annual Information Form, is available on SEDAR at www.sedar.com. All amounts in tables are in thousands of Canadian dollars, except where otherwise noted.

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis of the results of operations and the financial condition may contain forward-looking statements about Prometic’s objectives, strategies, financial condition, future performance, results of operations and businesses as of the date of this MD&A.

These statements are “forward-looking” because they represent Prometic’s expectations, intentions, plans and beliefs about the markets the Corporation operates in and on various estimates and assumptions based on information available to its management at the time these statements are made. Without limiting the generality of the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “intend”, “could”, “would”, “estimate”, “continue”, “plan” or “pursue”, or the negative of these terms, other variations thereof or comparable terminology, are intended to identify forward-looking statements although not all forward-looking information contains these terms and phrases. Forward-looking information is provided for the purposes of assisting the reader in understanding the Corporation and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments and therefore the reader is cautioned that such information may not be appropriate for other purposes.

Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, regulatory approvals, the availability of funds and resources to pursue research and development (“R&D”) projects, the successful and timely completion of clinical studies, our ability to take advantage of business opportunities in the pharmaceutical industry, reliance on key personnel, collaborative partners and third parties, our patents and proprietary technology, our ability to access capital, the use of certain hazardous materials, the availability and sources of raw materials, currency fluctuations, the value of our intangible assets, negative operating cash flow, legal proceedings, uncertainties related to the regulatory process, general changes in economic conditions and other risks related to Prometic’s industry. More detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations can be found in the Annual Information Form under the heading “Risks and Uncertainties Related to Prometic’s Business”.

Although Prometic has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Therefore, there can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place undue reliance on forward-looking statements.

As a result, Prometic cannot guarantee that any forward-looking statement will materialize. Prometic assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

 

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Prometic is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF), biopharmaceutical Corporation with globally recognized expertise in bioseparation, plasma-derived therapeutics and small molecule drug development. Prometic is focused on bringing safer, more cost-effective and more convenient products to both existing and emerging markets. Prometic is active in developing its own novel small molecule therapeutic products targeting unmet medical needs in the field of fibrosis, autoimmune disease/inflammation and cancer. Prometic also offers its state of the art technologies for large-scale drug purification of biologics, drug development, proteomics and the elimination of pathogens to several industry leaders and uses its own affinity technology that provides for highly efficient extraction and purification of therapeutic proteins from human plasma in order to develop and commercialize best-in-class plasma-derived therapeutics. A number of both the plasma-derived and small molecule products are under development for rare diseases and orphan drug indications.

Headquartered in Laval (Canada), Prometic has R&D facilities in the U.K., the U.S. and Canada, manufacturing facilities in the Isle of Man and Canada and business development activities in Canada, the U.S., Europe and Asia.

UPDATE ON BUSINESS SEGMENTS ACTIVITIES

Prometic’s operations are divided into three distinct business operating segments: the Small molecule therapeutics segment, the Plasma-derived therapeutics segment and the Bioseparations segment.

Small molecule therapeutics segment

The Small molecule therapeutics segment is comprised of two operating subsidiaries. The principal subsidiaries, which operated this segment for the financial year ended December 31, 2017 were:

 

   

Prometic Pharma SMT Limited (PSMT), based in Cambridge, UK, which operates the Small Molecule Therapeutics Segment for the world (except Canada); and

 

   

Prometic Biosciences Inc. (PBI), based in Laval, Quebec, Canada, which operates the Small Molecule Therapeutics Segment for Canada and performs research and development activities on behalf of PSMT.

The business model for the Small molecule therapeutics segment is for Prometic to develop promising drug candidates such as PBI-4050 and to independently pursue commercialization activities for rare or orphan indications for the North American markets and possibly partner or out-license rights to commercialize same in other territories. The Corporation plans to enter into partnerships for other larger medical indications and or geographical regions requiring a much more substantial local commercial reach and resources. It is generally not Prometic’s intention to independently undertake late-stage clinical trials (phase 3) in large indications, such as Idiopathic Pulmonary Fibrosis (“IPF”), Chronic Kidney Disease (“CKD”) or Diabetic Kidney Disease (“DKD”) without the support of a strategic venture or big pharma partner.

The Corporation intends to:

 

   

Focus initially on its lead candidate PBI-4050 to

 

   

Develop, obtain regulatory approval and commercialize, directly, or in partnership PBI-4050 for the treatment of IPF.

 

   

Develop, obtain regulatory approval and successfully commercialize PBI-4050 for the treatment of Alström (“AS”).

 

   

Thereafter, use the evidence of clinical efficacy in AS patients to expand the use of PBI-4050 and or its follow on analogues to treat other large unmet fibrotic diseases such as cardiac pulmonary or kidney fibrosis, NASH or other types of liver fibrosis pulmonary hypertension and scleroderma.

 

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Fibrosis and Mechanism of Action

The Small Molecule Therapeutics Segment is a small-molecule drug development business, with a pipeline of product candidates leveraging the discovery of two receptors involved in the regulation of the healing process. Following an injury, the body has the ability to heal and regenerate damaged tissues. If an injury is overwhelming or chronic in nature, the tissue regeneration process will be taken over by the fibrotic process or fibrosis. Fibrosis is characterized by the excessive accumulation of extracellular matrix (ECM) in damaged or inflamed tissues and is the common pathological outcome of many inflammatory and metabolic diseases. Numerous clinical conditions can lead to organ fibrosis and functional failure; in many disorders, acute or persistent inflammation is crucial to trigger the fibrotic response. The production of various profibrotic cytokines and growth factors by innate inflammatory cells results in the recruitment and activation of ECM producing myofibroblasts. There is currently a great need for therapies that could effectively target pathophysiological pathways involved in fibrosis. Notable examples of medical conditions where fibrosis is at the core of organs losing functionality include: IPF, Chronic Kidney Disease, NASH and AS.

Prometic has observed that the “up-regulation” of receptor GPR40 concomitant to the “down-regulation” of receptor GPR84 which promotes the normal healing process as opposed to promoting the fibrotic process. Prometic’s drug candidates are agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. A significant number of manuscripts have been submitted for publication now that the Corporation has determined it has filed sufficient patents to adequately protect its portfolio of drug candidates that targets these two receptors. One of these manuscripts was published on February 16, 2018 in the American Journal of Pathology, the official journal of the American Society of Investigational Pathology. The paper entitled “A Newly Discovered Antifibrotic Pathway Regulated by Two Fatty Acid Receptors: GPR40 and GPR84” documents the discovery of an antifibrotic pathway involving these two receptors and the activity of our lead drug candidate PBI-4050. This publication examines PBI-4050’s ligand affinity in vitro and in vivo for the fatty acid receptors, GPR40 and GPR84. GPR40 and GPR84 are known to be involved in diverse physiological processes related to metabolic regulation and to inflammation, but the fundamental importance of these receptors in the fibrosis pathways had not been recognized until now. In this study, the authors uncovered a novel antifibrotic pathway involving these receptors, showing that GPR40 is protective and GPR84 is deleterious in fibrotic diseases. Importantly, this study also shows that PBI-4050 acts as an agonist of GPR40 and an antagonist of GPR84. Through its binding to these receptors, PBI-4050 significantly attenuated fibrosis in many injury contexts, as evidenced by the global antifibrotic activity observed in the kidney, liver, heart, lung, pancreas, or skin.

The activity of drug candidates such as PBI-4050 has been observed in over 30 different preclinical models performed by the Corporation and by other universities or institutions in collaboration with the Corporation, such as Vanderbilt University, University of Ottawa, Université de Montréal, McMaster University and the Montreal Heart Institute. PBI-4050 was also successfully completed in three separate phase 2 clinical trials supporting the translation of such results in the biologic activity in humans and helping pave the way for the initiation of a pivotal phase 3 clinical trial for IPF in the USA. While the Small Molecule Therapeutics Segment has several promising drug candidates, management has thus far focused its efforts on its anti-fibrotic lead drug candidate PBI-4050. With observed signs of clinical activity and a favorable tolerability profile in hundreds of human subjects, Prometic is bringing follow-on analogues of PBI-4050 to the clinical programs. PBI-4547 and PBI-4425 are amongst such drug candidates earmarked by Prometic to commence phase 1 clinical programs in 2018.

PBI-4050, Prometic’s Lead Compound and Clinical Programs

PBI-4050 is currently the lead clinical compound targeting indications including IPF and AS. PBI-4050 has been granted Orphan Drug Designation by the FDA and the EMA for the treatment of AS as well as for the treatment of IPF. PBI-4050 has also been granted the PIM (Promising Innovative Medicine) designation by the MHRA for the treatment of IPF and AS.

 

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Summary Results of PBI-4050 Results in Three Completed Phase 2 Clinical Studies

Type 2 Diabetes with Metabolic Syndrome (T2DMS)

Some preclinical models used to demonstrate the pharmacological activity of PBI-4050 involve the presence of diabetes, obesity, hypertension leading to an accelerated rate of fibrosis in the liver, kidney and pancreas and premature death. Mice models such as the db/db eNOS-/- mouse model performed at the University of Vanderbilt or db/db uni-nephrectomized mouse model performed at Prometic helped demonstrate that the combined effect of PBI-4050 in reducing fibrosis and macrophage infiltration in fat tissue, in the pancreas, the kidney and the liver not only improved the status of these organs and the survival of the animals compared to control, but also significantly reduced blood glucose level. Given that the demonstration of fibrosis reduction in humans requires trials with long term exposure, the Corporation initiated a first phase 2 trial in patients who present symptoms like the ones described in the db/db eNOS-/- mouse model: Type 2 diabetes with metabolic syndrome (T2DMS). While this is not a medical indication that the Corporation seeks to ultimately target commercially with PBI-4050, the purpose of this study was to quickly ascertain whether the pharmacological activity observed in preclinical animal models translated to humans. Particular attention was placed on the blood sugar levels in a phase 2 clinical trial given that this effect should be measurable in a manner of 8 to 12 weeks.

This study met its primary and secondary endpoints. In addition to safety and tolerability, the study evaluated the effects of PBI-4050 on metabolic syndrome parameters and on pro-inflammatory/fibrotic and diabetic biomarkers in blood and urine. In this open label Phase 2 clinical trial, PBI-4050 (800 mg) was administered once daily to 24 patients already being treated with “standard of care” drug regimens for a period of 12 weeks. Twelve of these patients were enrolled in an additional 12 week extension throughout which the efficacy and safety observed at 12 weeks was also maintained at 24 weeks PBI-4050 has been well tolerated with no serious drug related adverse events.

The pharmacological activity of PBI-4050 was confirmed through the clinically significant reduction in glycated hemoglobin concentration (“HbA1c”) between screening and Week 12. For instance, the 15 patients with a screening (HbA1c) ³ 7.5 experienced a clinically significant mean decrease of – 0.75% (p = 0.0004). The 12 patients who participated in the study’s 12-week extension had a mean HbA1c of 7.7 at screening and experienced a reduction of – 0.8% at week 24. These clinical results bode well for PBI-4547 which has demonstrated even more pronounced effects on metabolic parameters in preclinical models compared to PBI-4050.

Alström Syndrome (AS)

Alström Syndrome is chronically debilitating due to permanent blindness, deafness, type 2 diabetes and life-threatening due to progressive organ failure. To date, no satisfactory method of treatment has been approved in the USA for patients affected by AS. Prometic is currently investigating the effects of PBI-4050 on multiple organs in AS patients in an ongoing, open label, phase 2, clinical study in the UK with plans to expand the clinical program, both in the USA and elsewhere in Europe, once an optimal regulatory pathway has been defined with the FDA and the European Medicines Agency, respectively.

The clinical trial in AS patients is a very challenging test of the efficacy of PBI-4050. AS is a rare inherited autosomal recessive syndrome characterized by the onset of obesity in childhood or adolescence, type 2 diabetes with severe insulin resistance, dyslipidemia, hypertension and severe multi-organ fibrosis, involving the liver, kidney and heart. AS is also characterized by a progressive loss of vision and hearing, a form of heart disease that enlarges and weakens the heart muscle (dilated cardiomyopathy), and short stature. This AS disorder can also cause serious or life-threatening medical problems involving the liver, kidneys, bladder, and lungs.

 

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The on-going AS study is an open-label, single-arm, phase 2 clinical trial in which the patients are treated with PBI-4050 (800 mg) once daily. Each patient is evaluated against their respective baseline and against their respective historical disease progression trend whenever available, given the severity of their medical conditions. The clinical study has enrolled 12 subjects. Given the evidence of clinical benefit and continuing safety and tolerability, the Data Safety Monitoring Board (DSMB) and Medicines and Healthcare products Regulatory Agency (MHRA) have allowed for two successive extensions of the duration of treatment. The duration of treatment has been extended from the original 24 weeks for an additional 36 weeks, and then once more for a further 12 weeks (total of 72 weeks).

In addition to safety and tolerability endpoints key secondary endpoints in this study include the assessment of the effect of PBI-4050 on liver stiffness using transient elastography (FibroScan®) as well as on the fat content and fibrosis burden in the liver using MRI. In addition, the effect of PBI-4050 on glucose, insulin, and lipid dynamics using the hyperinsulinemic-euglycemic clamp test, the histological appearances seen in fat biopsies as well as the effect on additional pro-inflammatory and inflammatory, fibrotic, diabetic, and obesity biomarkers in blood and urine are also evaluated. The Corporation is pursuing the collection of the results of up to 10 years of prior investigations of particular relevance in documenting the disease course, including MRIs of the heart and FibroScan® results of the liver.

To date, the subjects have received 52 weeks of treatment with PBI-4050. PBI-4050’s safety and tolerability has been confirmed over this extended period. A brief summary of the most significant findings is presented below.

Fibroscan results from the 10 subjects who received at least 36 weeks of treatment showed a statistically significant improvement in the measure of liver stiffness, from a mean of 10.2 kPa at baseline to a mean of 8.1 kPa at last measurement, an absolute decrease of 2.1 kPa (p = 0.0219, 95% CI -3.52, -0.46). Fibroscan is a non-invasive technique for clinical assessment of liver fibrosis with a high degree of accuracy and reproducibility, especially in patients with established fibrosis (³ F2) (Cassinotto 2016). FibroScan® measurements for all patients were carried out by a single, experienced operator. To ensure test reliability, a minimum of 10 valid readings were taken per patient, with a required success rate of at least 60% and an interquartile range of <=30% of the median value.

Liver MRI data also indicated a mean reduction of -11% in the T1-corrected score between baseline and last available measurement (p=0.0195, 95% CI: -92.3, -9.8), which supports an improvement of liver fibrosis.

In addition to the preliminary evidence of efficacy observed on liver fibrosis presented above, analysis of the interim cardiac MRI data indicates a reduction of cardiac fibrosis in each patient after initiation of treatment with PBI-4050 (p<0.001). The figure below illustrates the progression of cardiac fibrosis expressed as a percent increase of the MRI score for each patient for whom three years or more of fibrosis data were available, and the reversal of said progression when patients were treated with PBI-4050. The length of the red dashed lines corresponds to the duration of fibrosis data and the length of the green dashed lines to the duration of PBI-4050 treatment for each patient.

 

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A major reduction of key urine biomarkers of ongoing kidney injury in the 12 subjects for whom Week 24 results are available was also observed. Finally, positive effects on other parameters of the liver and the fat tissue have also been observed and will be presented at forthcoming scientific conferences.

The Corporation also recently published summary liver and fat biopsies analysis data. Dysfunctional adipose tissue involving enlargement of fat cells, is known to increase cardiometabolic risk. In AS patients, fat tissue is characterized with significant enlargement and coalescence of adipocytes forming giant vesicular vacuolation/steatosis. After 24 weeks of treatment with PBI-4050, adipocytes were more distinct, were smaller in size and no coalescence was observed.

 

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The fat biopsy taken from this Alström patient revealed normal vascular morphology was restored after 24 weeks of treatment with PBI-4050 (picture below).

 

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A key metabolic effect of insulin is to suppress the production of glucose by the liver (endogenous glucose production (EGP)). Improvement of the liver function in AS patients was measured by the insulin clamp technique which confirmed a significant reduction of EGP and reduction of hepatic liver resistance after 24 weeks of PBI-4050 treatment.

Given the very encouraging clinical results in the AS patients observed to date, the Corporation is scheduled to meet with the FDA and EMA this summer to discuss and agree on the possible regulatory path forward for such indication, and therefore anticipates expanding its clinical program in AS patients in 2018 to include more specialized centers in the USA and in Europe. The meetings are a critical step to determine whether this ultra-rare pediatric disorder could be an indication to pursue as a priority.

 

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Idiopathic pulmonary fibrosis (IPF)

Idiopathic pulmonary fibrosis is a chronic, devastating, and ultimately fatal disease characterized by a progressive decline in lung function. It is a specific type of interstitial lung disease in which the small air sacs of the lung, the “alveoli,” gradually become replaced by fibrotic (scar) tissue and is the cause of worsening dyspnea (shortness of breath). IPF is usually associated with a poor prognosis. The term “idiopathic” is used because the cause of pulmonary fibrosis is still unknown. IPF usually occurs in adult individuals of between 50 and 70 years of age, particularly those with a history of cigarette smoking, and affects men more often than women. IPF affects about 130,000 people in the United States, with about 48,000 new cases diagnosed annually. Approximately 40,000 people with IPF die each year, a similar number of deaths to those due to breast cancer. The 5-year mortality rate for patients with IPF is estimated to range from 50% to 70% of those affected.

In Gold standard preclinical models designed to emulate lung fibrosis in humans, PBI-4050 demonstrated a very significant anti-fibrotic activity. IPF is a very large orphan indication which remains an unmet medical need. While two drugs, nintedanib (OFEV®—Boehringer-Ingelheim) and pirfenidone (Esbriet®—Roche), have been approved for the treatment of IPF, neither drugs have succeeded in stabilizing the patients’ lung function. In addition, these two drugs are known to induce side effects which have limited the use in significant proportion of IPF patients.

In addition to demonstrating that PBI-4050 (800 mg) administered once daily is safe and well tolerated in patients suffering from IPF, the objective of this study was to provide early evidence of clinical benefits of PBI-4050 treatment whether used alone or in addition to either of the current standard of care drugs, nintedanib or pirfenidone. Forty (40) patients were enrolled in the study in six (6) sites across Canada. The baseline characteristics of the subjects enrolled in this study were similar to those enrolled in prior IPF randomized controlled studies conducted by other pharmaceutical companies, namely ASCEND and INPULSIS.

Of a total of 40 subjects enrolled in the study, 9 subjects received PBI-4050 alone, 16 received PBI- 4050 & nintedanib and 15 received PBI-4050 & pirfenidone.

The results of the study showed that the mean change from baseline to Week 12 for Forced Vital Capacity (“FVC”), the total amount of air exhaled during a forced breath, was either positive (+1.9 mL) or nearly unchanged (-12.2 mL) for PBI-4050 + nintedanib and PBI-4050 alone, respectively, but was reduced (102.0 mL) for PBI-4050 + pirfenidone. PBI-4050 pharmacokinetics were reduced for PBI-4050/pirfenidone, suggesting a possible drug-drug interaction. PBI-4050’s concentration in plasma was found to be sub-therapeutic at 50% of the expected level in patients that received the PBI-4050 and pirfenidone combination. See figure below.

 

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There were no serious adverse events requiring PBI-4050’s discontinuation. The most frequent adverse event seen in all groups was diarrhea, but this was less significant in the subjects treated with PBI-4050 alone than in the groups receiving either of the currently approved drugs for the treatment of IPF, which are well-known for their significant side effect profiles. This study has provided data to support the safety and tolerability of PBI-4050 in IPF patients receiving currently standard of care.

Prometic received IND approval from the FDA to commence its PBI-4050 pivotal phase 3 clinical trial in patients suffering from IPF and has reached an agreement on the design of the trial.

Based on recommendations from the FDA, Prometic now will undertake an “all comers study”. The enrollment criteria will be greatly simplified so that the study will enroll patients with mild-to-moderate IPF, regardless of whether they are on background standard of care with nintedanib (OFEV®) or not. Therefore, the study will provide efficacy data on both PBI-4050 as a stand-alone agent, and as an add-on to nintedanib, and will be part of the dataset to support a simple, all-inclusive indication “for the treatment of IPF”. Patients will be randomized to receive placebo, or one of two doses of PBI-4050 (800 mg or 1,200 mg) for a total of 52 weeks. An interim analysis will be conducted at 26 weeks. The primary endpoint is the annual rate of decline in forced vital capacity (FVC), the total amount of air exhaled during a forced breath, (expressed in mL) and measured over 52 weeks (mL/year). Patients taking pirfenidone will be excluded because of a known drug-drug interaction between pirfenidone and PBI-4050. The Corporation expects to initiate this placebo controlled, pivotal phase 3 IPF clinical trial in 2018. It has already identified the CRO to manage the execution of the clinical trial as well as clinical sites across the USA and Canada.

There are several other clinical indications with unmet medical needs that the Corporation is considering pursuing in due course. For instance, the positive clinical effect observed in the heart of AS patients bodes well for clinical program targeting various cardiomyopathies. Similarly, positive clinical effects observed on kidney and the liver of T2DMS and AS patients supports the potential expansion of the clinical program in NASH or CKD. Such programs may be pursued with PBI-4050 and or with follow-on analogues such as PBI-4547 and PBI-4425. These two drug candidates are amongst several analogues that have demonstrated similar performance to PBI-4050 in preclinical models, and in some cases, even superior performance. This portfolio of follow-on analogues provides Prometic with the opportunity to specifically target specific indications with these two drug candidates, and expand commercial and partnering opportunities. The manufacturing processes for both PBI-4547 and PBI-4425 have been scaled up to enable the commencement of their respective clinical programs in 2018.

The Corporation intends to fund the development program for the above mentioned compounds through a combination of avenues including: funds generated by the bioseparations division as well as plasma-derived therapeutics business segments; funding achieved through strategic partnering with other pharmaceutical companies; and funding through financial partnerships or equity or debt funding initiatives.

Plasma-derived therapeutics segment

The Plasma-derived therapeutics segment comprises several operating subsidiaries the principal subsidiaries being:

 

   

Prometic Bioproduction Inc. (“PBP”), based in Laval, Quebec, Canada;

 

   

Prometic Biotherapeutics Inc. (“PBT”), based in Rockville, Maryland, U.S.;

 

   

Prometic Biotherapeutics Ltd. (“PBT Ltd”), based in the Cambridge, U.K.;

 

   

NantPro Biosciences LLC (“NantPro”) based in Delaware, U.S.;

 

   

Prometic Plasma Resources Inc. (“PPR”), the plasma collection center, based in Winnipeg, Manitoba, Canada;

 

   

Prometic Plasma Resources USA, Inc. (“PPR USA”), the plasma collection center, based in in Delaware, U.S.; and

 

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Telesta Therapeutics Inc. (“Telesta”), the net assets and operating expenses related to the production facilities located in Belleville, Ontario, Canada and Pointe-Claire, Québec, Canada.

The Plasma-derived Therapeutics Segment includes our plasma-derived therapeutics platform, which enables the development of our pipeline of biopharmaceutical candidates. This is achieved by leveraging our proprietary affinity technology, which enables a highly-efficient extraction and purification process of therapeutic proteins from human plasma. The Corporation’s primary focus is to develop plasma-derived therapeutics targeting unmet medical conditions and rare diseases in both established and emerging markets.

The Corporation intends to initially focus on:

 

   

Filing amendments to its BLA with the US Food and Drug Administration (FDA), and thereafter to successfully commercialize RyplazimTM (plasminogen) in North America independently for the treatment of congenital plasminogen deficiency, once approved.

 

   

Develop and obtain regulatory approval and successfully commercialize RylazimTM (plasminogen) for the treatment of other indications where the acute plasminogen deficiency is known to be the source of medical complications (e.g. thrombosis, ALI/ARDS, IPF).

 

   

Develop and obtain regulatory approval and successfully commercialize Plasminogen (sub-cutaneous) for hard-to-treat wounds such as DFU and TMP.

Thereafter, the Corporation will:

 

   

Advance our other plasma-derived drug candidates (e.g. IVIG) through clinical development and leverage our plasma purification platform to discover and develop new drug candidates (e.g. IAIP).

 

   

Build a leading, fully integrated, commercialization organization with a specialized MSL and sales force and focused team.

 

   

Invest in our plasma protein manufacturing and raw material sourcing capabilities.

 

   

Create value through strategic collaborations and indication and/or regional geographic commercial agreements.

Pipeline Overview

Lead Drug Product Candidate—Plasminogen

Ryplazim (plasminogen) is the first biopharmaceutical expected to be launched commercially pending the review and approval of the BLA (Biologic License Application) submitted to the FDA for the treatment of congenital plasminogen deficiency.

Plasminogen is a naturally occurring protein that is synthesized by the liver and circulates in the blood. Activated plasminogen, plasmin, is a fundamental component of the fibrinolytic system and is the main enzyme involved in the lysis of blood clots and clearance of extravasated fibrin. Plasminogen is therefore vital in wound healing, cell migration, tissue remodeling, angiogenesis and embryogenesis.

The most common and visible lesion associated with plasminogen deficiency is ligneous conjunctivitis, which is characterized by thick, woody (ligneous) growths on the conjunctiva of the eye, and if left untreated, can lead to corneal damage and blindness. Ligneous growths tend to recur after surgical excision, thereby requiring multiple surgeries. While ligneous conjunctivitis is the best characterized and visible lesion, congenital plasminogen deficiency is a multi-systemic disease that can also affect the ears, sinuses, tracheobronchial tree, genitourinary tract, and gingiva. Tracheobronchial lesions including hyper viscous secretions can result in respiratory failure. Hydrocephalus has also been reported in children with severe hypoplasminogenemia, apparently related to the deposition of fibrin in the cerebral ventricular system.

 

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Patients may be born with the inability to produce sufficient plasminogen naturally, a condition referred to as congenital plasminogen deficiency or suffer an acute or acquired deficiency following a trauma or an illness. While our first priority is to provide the treatment of congenital plasminogen deficiency, the Corporation intends to further expand the clinical uses of plasminogen as a priority over the coming years.; Prometic has been working on pursuing new indications such as the treatment of wounds such as diabetic foot ulcers and tympanic repair, acquired plasminogen deficiency in critical care such as severe burns and acute lung injury (“ALI”). The expansion of the plasminogen development program enables the Corporation to target multiple clinical indications with unmet medical needs and leverage the same proprietary Active Pharmaceutical Ingredient (“API”) via different formulations and presentations. Combined with market exclusivity and significant growth opportunity, plasminogen is prioritized over advancing certain previously disclosed follow-on therapeutics with competitive landscapes such as C1 Esterase Inhibitor (“C1-INH”).

In a phase 2/3 clinical trial for the treatment of congenital plasminogen deficiency, Ryplazim (plasminogen) met its primary and secondary endpoints following the intravenous administration of Ryplazim (plasminogen) to patients. In addition to being well tolerated and without any drug related serious adverse events, our Ryplazim (plasminogen) treatment achieved a 100% success rate of its primary end point, namely, a targeted increase in the blood plasma concentration level of plasminogen as a surrogate target. Moreover, all patients who had active visible lesions when enrolled in the trial had complete healing of their lesions within weeks of treatment, a 100% patient response rate for this secondary end point.

We disclosed new long term clinical data in July 2017 from its pivotal phase 2/3 trial of RyplazimTM (plasminogen) regarding the additional 36 weeks treatment period. The new data demonstrated that its plasminogen treatment prevented the recurrence of lesions in the 10 patients treated with Ryplazim TM (plasminogen) for a total of 48 weeks. Since then and as of April 2018, over 3,200 Ryplazim (plasminogen) infusions have been performed with no safety or tolerability issues related to this longer-term dosing and still no recurrence of lesions.

Ryplazim (plasminogen) for the treatment of congenital plasminogen deficiency has been granted rare pediatric designation by the FDA which may make it eligible to receive a Priority Review Voucher (PRV) upon regulatory approval by the FDA. Ryplazim (plasminogen) has also been granted Fast Track status by the FDA and has been granted Orphan Drug designation by both the FDA and the EMA.

In anticipation of the commercial launch of Ryplazim (plasminogen) in the USA and Canada, the Corporation has started to buildout its commercial foot print with the hiring of seasoned medical science liaisons (MSLs) and a salesforce. In addition to providing a full “concierge” service for congenital plasminogen deficient patients requiring lifetime home infusion of Ryplazim (plasminogen), if and when granted marketing approval, the Corporation will also focus on sales thereof to tier-1 hospitals across the USA and Canada. This represents an estimated 120 hospitals with over 500 beds, intensive care units and trauma care units which deal with the majority of severely compromised patients with congenital plasminogen deficiency.

On March 28, 2018, Prometic provided an update on the status of the U.S. Food and Drug Administration (FDA) review of its Biologics License Application (BLA) for RYPLAZIM (plasminogen), an investigational plasminogen replacement therapy for the treatment of congenital plasminogen deficiency.

The current BLA filing includes the clinical data on 10 patients with 12 weeks of data for an accelerated regulatory pathway. Since filing the current BLA, Prometic has accumulated additional clinical data encompassing more than 3,200 infusions of RYPLAZIM (plasminogen) over treatment periods exceeding 48 weeks during which similar clinical activity and tolerability profiles, as previously reported, were observed. The original guidance from the FDA was for Prometic to submit such long-term clinical data in a supplemental BLA in order to secure full licensure in 2019. Full licensure would provide for the long-term efficacy and safety data to be included in the prescribing information of RYPLAZIM (plasminogen) which would further support Prometic’s claims of the strong health economics benefit associated with the use of RYPLAZIM (plasminogen). The company continues to supply RYPLAZIM, to those patients enrolled in the original clinical trials.

 

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The FDA’s review of the BLA raised no issues regarding the clinical data for the accelerated approval. The FDA has, however, identified the need for Prometic to make a number of changes in the Chemistry, Manufacturing and Controls (CMC) section of its BLA. These changes require the implementation and validation of additional analytical assays and “in-process controls” in the manufacturing process of RYPLAZIM (plasminogen). It will be necessary to manufacture additional RYPLAZIM (plasminogen) lots to support the implementation and validation of these process changes.

The FDA requested that such CMC data be submitted as an amendment to the current BLA and has invited Prometic to also submit the long-term (48-week) clinical data at the same time instead of through the originally agreed upon supplemental BLA process. This will allow the FDA to consider granting full-licensure under the current BLA. If granted, this is expected to allow a faster sales ramp-up from launch than could have been achieved had provisional licensure been obtained by the current PDUFA date.

The FDA indicated that the submission of the new CMC data will not impact the previously granted designations, including the Priority Review Status, the Orphan Drug Designation and the Rare Pediatric Disease Designation for RYPLAZIM (plasminogen) for the treatment of congenital plasminogen deficiency.

The Company continues to interact with the FDA regarding the filing of its BLA amendment. It has also engaged external consultants to assist with this, and will provide further updates as to timelines in due course.

The Corporation decided to sell the excess plasma it had built up in anticipation of increased production activity that would have followed the approval of the BLA, therefore releasing an important amount of the cash tied up in its raw materials inventory. In April 2018, The Corporation completed a sale for $14.0 million of plasma in exchange for an immediate cash payment. As the market spot price at which this sale was negotiated was slightly below our contract price and USD/CAD exchange has varied from the time the plasma was purchased by Prometic, a net realisable value write-down of the plasma inventory was taken in Q1 2018, in the amount of $1.5 million, since the terms of the sale were know at this time.

Ryplazim (plasminogen) in critical care indications associated with acquired plasminogen deficiencies

The Corporation will initiate a series of additional clinical programs to demonstrate the potential efficacy of Ryplazim’s (plasminogen) to address unmet medical needs and fatalities associated with “acquired plasminogen deficiencies”. Such acquired plasminogen deficiencies occur in some medical conditions such as ARDS or in diabetic patients with uncontrolled and elevated blood glucose. ARDS affects 190,000 Americans every year with a 30%-40% mortality rate, and it is documented in literature that one of the complications in these patients is the accumulation of fibrin / fibrous material in the lungs. Preclinical models have demonstrated that treatment with plasminogen helps overcome the accumulation of fibrin (as indicated by the red arrow in the figure below).

In a gold-standard animal model proven to emulate pulmonary fibrosis in humans, Prometic’s Ryplazim (plasminogen) performed favorably compared to recently approved IPF drugs to treat this condition (see figure below). Ryplazim (plasminogen) significantly reduced tissue scarring (% collagen) in the lungs that was observed in non-treated animals, indicating the potential for providing clinically significant improvement and stabilization in lung function.

 

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LOGO

The fibrinolytic systems play a central role in wound healing and tissue repair, a process believed to be abnormal within the IPF affected lung. Animal models of pulmonary fibrosis have demonstrated an imbalance between thrombosis and fibrinolysis within the alveolar compartment, a finding that is also observed in IPF patients. Prometic plans to evaluate whether Ryplazim (plasminogen) can help lung function of IPF patients during acute exacerbation episodes which would be both complementary to anti-fibrotic chronic therapy and addressing an unmet medical need in the IPF patient population.

Ryplazim (plasminogen) performed equally well in another preclinical model where this time an acute lung injury was induced by the administration of L-Arginine. The administration of Ryplazim (plasminogen) brought the lung histology score to the same level as the control group.

The Corporation plans to initiate clinical programs in North America for the potential use of Ryplazim (plasminogen) for the treatment of acute exacerbations in patients with ARDS or IPF. Ryplazim (plasminogen) was granted Orphan Drug and Fast Track Designations by the FDA for the treatment of IPF.

The Corporation is initiating clinical trials to evaluate Plasminogen (sub-cutaneous) administration near topical wounds to determine its safety and ability to facilitate the complete healing of otherwise hard-to-treat wounds. Wounds are known to be difficult to heal in certain diabetic patients, and elevated blood sugar level has been shown to greatly reduce the activity of plasminogen. Clinical trials in patients with diabetic foot ulcers (DFUs) and in patients with tympanic membrane perforations (TMPs) are initiating in Sweden. We received in the fourth quarter of 2017 from the Swedish Medical Products Agency (MPA) two CTA approvals to commence the following two trials:

 

   

a Phase 1b/2 clinical trial of its Plasminogen (sub-cutaneous) therapy in patients suffering from DFUs; and

 

   

a Phase 1b/2 clinical trial of its Plasminogen (sub-cutaneous) therapy in patients suffering from chronic TMPs.

Plasminogen (sub-cutaneous) – DFUs: Diabetic foot ulcer is a major complication of diabetes mellitus, and probably the major component of the diabetic foot. Wound healing is an innate mechanism of action that works reliably most of the time. A key feature of wound healing is stepwise repair of lost extracellular matrix (ECM) that forms the largest component of the dermal skin layer. But in some cases, certain disorders or physiological insult disturbs the wound healing process. Diabetes mellitus is one such metabolic disorder that impedes the normal steps of the wound healing process. Many studies show a prolonged inflammatory phase in diabetic wounds, which causes a delay in the formation of mature granulation tissue and a parallel reduction in wound tensile strength.

 

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The Phase 1b/2 DFU clinical trial is a prospective, dose escalation study of the safety, feasibility and initial efficacy of subcutaneous plasminogen for the treatment of DFU in 20 adult subjects. The study will be conducted in one study center in Sweden, under the supervision of Dr. Jan Apelqvist, an expert in the field of diabetic foot ulcers and hard to treat wounds from the Department of Endocrinology, Division of Clinical Sciences at Skane University Hospital in Malmö, Sweden.

Plasminogen (sub-cutaneous) – TMPs: A tympanic membrane perforation is essentially a hole in the eardrum, which can result from ear infections, injury, and previous surgery such as ventilation tube placement. In addition to hearing loss, eardrum perforations can result in ear infection and drainage.

The chronic TMP clinical trial is a dose escalation, randomized, placebo-controlled study designed to investigate the safety, feasibility and initial efficacy of local injections of a novel and proprietary plasminogen formulation for the treatment of chronic tympanic membrane perforation. Up to 33 adult patients are expected to be enrolled. The study will be conducted at a single center in Sweden, under the supervision of Dr. Cecilia Engmér Berglin, MD, PhD from the Department of Otorhinolaryngology at Karolinska University Hospital in Stockholm, Sweden. The Karolinska University Hospital is the second largest ear/nose/throat center in the world.

IVIG for the treatment of Primary Immunodeficiencies Disorder (PIDD)

IVIG is the second biopharmaceutical arising from the plasma-derived therapeutics platform that is expected to be launched commercially, if approved. Currently being studied in a non-inferiority pivotal phase 3 open label, single arm, two-cohort multicenter clinical trial that is investigating the safety, tolerability, efficacy and pharmacokinetics of our plasma purified IVIG in a total of 75 patients suffering from PIDD, including 50 adults (cohort 1) and 25 children (cohort 2). The non-inferiority phase 3 clinical trial for IVIG in adults suffering from PIDD was completed in Q1 of 2018, meeting both the clinical primary and secondary endpoints, Prometic’s IVIG demonstrating comparable safety and efficacy data to existing commercial IVIG products without any significant drug related safety issues. The trial involving the pediatric cohort is expected to be completed in Q1 2019.

The primary end point is the rate of clinically documented serious bacterial infections (SBIs), defined as bacterial pneumonia, bacteremia and septicemia, osteomyelitis/septic arthritis, bacterial meningitis or visceral abscess. The FDA Guidance for Industry on studies required to support marketing of IGIV states: “…a statistical demonstration of a serious infection rate per person-year less than 1.0 is adequate to provide substantial evidence of efficacy”. Since there were no SBIs observed during the study, Prometic IGIV 10% met this requirement.

Secondary endpoints including episodes of fever (³100.4°F), number of missed days, number of days of hospitalization due to infection, number of days on antibiotics, number of infections other than SBI, and trough IgG level were comparable between Prometic’s IGIV and commercial drugs. Only 4.94 days/subject/year were lost from work with Prometic IGIV 10%, which was significantly less than the rate observed while on commercial product.

Primary immunodeficiencies are disorders in which part of the body’s immune system is missing or does not function normally. To be considered a primary immunodeficiency, the cause of the immune deficiency must not be secondary in nature (i.e., caused by other disease, drug treatment, or environmental exposure to toxins). Most primary immunodeficiencies are genetic disorders; the majority are diagnosed in children under the age of one, although milder forms may not be recognized until adulthood. While there are over 100 recognized PIDDs, most are very rare. About 1 in 500 people in the United States are born with a primary immunodeficiency1. Immune deficiencies can result in persistent or recurring infections, autoinflammatory disorders, tumors, and disorders of various organs. There are currently no cures for these conditions; treatment is palliative and consists of managing infections and boosting the immune system.

 

1 

Lim MS, Elenitoba-Johnson KS (2004). “The Molecular Pathology of Primary Immunodeficiencies”. The Journal of molecular diagnostics : JMD. 6 (2): 59–83. doi:10.1016/S1525-1578(10)60493-X. PMC 1867474 PMID 15096561.

 

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The Corporation plans to file a New Drug Submission (NDS) with Health Canada and a BLA with the FDA. The IVIG regulatory timelines will be updated once Ryplazim process is locked-in and approved by FDA.

Once approved for sale, Prometic’s production of IVIG will be paired with the production of plasminogen, thus contributing to a higher revenue per liter of plasma processed.

NantPro, a subsidiary of the Corporation, is the entity responsible to commercialize IVIG for treatment of primary immunodeficiency diseases in the USA. These exclusive commercialization rights for IVIG for PIDD in the USA were granted pursuant to a license agreement entered between NantPro and its sister company, PBT, in 2012. PBT has also since then been providing development services for NantPro consisting of pre-clinical and regulatory activities, such as filing of the IND for IVIG for treatment of PIDD as well as preparing for and overseeing the on-going phase 3 clinical trial. NantPro and PBT also entered in an exclusive manufacturing and supply agreement in 2012 whereby NantPro would obtain 100% of its IVIG supply by PBY or an affiliate thereof on its behalf.

Inter Alpha-One Inhibitor proteins (IAIP) for the treatment of Necrotising Enterocolitis in Neonates (NEC):

Inter Alpha-One Inhibitor proteins (IAIP) is the third biopharmaceutical arising from the plasma-derived therapeutics platform that is expected to be launched commercially, if approved. It is currently in the pre-clinical development phase and the corporation’s intent is to file an IND with the FDA in 2019.

Necrotizing enterocolitis (NEC) is a devastating inflammatory bowel condition that affects predominantly premature infants. NEC can ultimately destroy the wall of the bowel (intestine) and lead to perforation of the intestine and spillage of stool into the infant’s abdomen, which can result in an overwhelming infection and death. The cause of NEC is not well understood but appears to involve bacteria, injury to the bowel lining, inadequate oxygen supply to the bowel, and an abnormal immune response. Overall, NEC affects an estimated 8,000-12,000 live births each year in the USA. The disease has been reported to affect about 11 percent of very low birthweight infants born before 29 weeks of age. Mortality rates are high and range from about 15% to 30%.

NEC is the most commonly acquired gastrointestinal disease diagnosed in premature neonates and is one of the leading causes of death in neonatal intensive care units. The economic cost of NEC is high, accounting for approximately 19% of neonatal expenditures and an estimated $5 billion per year for hospitalizations in the United States alone. Even when surgery can be avoided, the average cost of hospitalization has been estimated at around $73,000, with a length of stay exceeding 22 days longer than that for other premature infants. However, if surgical care is required, there is an average additional cost of approximately $186,000, and infants require a length of stay 60 days longer than other premature infants.

Prometic’s IAIP for the treatment of NEC has been granted rare pediatric designation by the FDA which may make it eligible to receive a Priority Review Voucher (PRV) upon regulatory approval by the FDA. IAIP for the treatment of NEC has also been granted Fast Track status by the FDA and has been granted Orphan Drug designation by the FDA.

The Corporation entered into various licensing and R&D service agreements with Prothera Biotherapeutics, Inc (“Prothera”) in 2015 for the purpose of advancing the development of IAIP for the treatment of NEC. Prothera have certain core competencies concerning IAPI the Corporation does not need to duplicate. With IAIP now being earmarked as a forthcoming follow on therapeutics to enter the clinic once Ryplazim BLA is approved, there is a need for the service agreement to be extended. During the quarter ended March 31, 2018, the Corporation entered into an agreement with Prothera whereby it made available a credit facility of US$2 million which shall be disbursed in equal quarterly installments of US$250,000 over the next 2 years.

 

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Other Plasma-Derived Therapeutics

Prometic has developed processes to recover and purify several other proteins from plasma including fibrinogen, Alpha1 antitrypsin, albumin and C1 esterase Inhibitors. Several of these proteins and others for which their respective bioseparation process are under development, will eventually be advanced for clinical development. The Corporation has however elected to prioritize the advancement of multiple indications for its first anticipated plasma-derived product, Ryplazim (plasminogen) and its Plasminogen (sub-cutaneous) as a means to accelerate revenue growth generated by the anticipated commercial launch of Ryplazim (plasminogen) and IVIG, if these products receive their respective regulatory approvals.

Plasma-derived segment business update

The Corporation has, on January 29 2018, restructured its relationship with Masterplasma LLC, originally entered into in December, 2014. The parties terminated their original venture due to geopolitical, regulatory and operational risks of having a drug manufacturing facility in Russia for the export of biologicals to North America as well as for the fact that there was an unexpected decline in the local Russian market for plasma-derived therapeutics due to a devalued currency. The parties have however, retained reciprocal optional rights to re-enter into this venture at a future date, should positive changes to market conditions emerge. Further, the Corporation entered into license agreements and option agreements with Masterplasma to in-license and to also have access to strategic technologies, product and process intellectual property, know-how, regulatory files and equipment that it expects to potentially develop, exploit and commercialize under its plasma-derived therapeutics platform and specifically in relation to its proprietary phase 3 clinical assets, Plasminogen and IVIG. Considerations paid for these rights consisted of the issuance of 1,113,342 shares of the Corporation at market price the day of the restructuring, with another 2 tranches to follow at the first and second anniversary dates (1M USD equivalent at the respective 5-day vwap preceding said 2 anniversary dates). The Corporation also granted Masterplasma 4 million warrants bearing a 5 year term and exercise price of CA $3.00, to fully vest over the 2 years following the restructuring date.

Bioseparations segment

The Bioseparations segment comprises several operating subsidiaries the main one being Prometic Bioseparations Ltd. (“PBL”), based in the United Kingdom (Isle of Man and Cambridge).

Prometic’s Bioseparations segment is known for its world-class expertise in bioseparation, specifically for large-scale purification of biologics and the elimination of pathogens. These technologies are being used by several industry leaders. Prometic has also leveraged its own industry leading affinity technology to develop a highly efficient extraction and purification process of therapeutic proteins from human plasma in order to develop best-in-class therapeutics. The Bioseparations segment supplies the affinity resins to the Plasma-derived therapeutics segment and also to our licensees.

OTHER RECENT BUSINESS DEVELOPMENTS

In April 2018, Mr. Bruce Wendel who has been serving on the Board of Directors of Prometic Life Sciences Inc. since 2008 joined Prometic’s executive team as Chief Business Development Officer (CBDO). Mr. Wendel has extensive experience in licensing and strategic partnering and has a track record of successful, value-creating transactions. Our business development group will be enhanced by his leadership. Partnering is a key part of Prometic’s financing strategy, and Mr. Wendel’s expertise will be of great value as the Corporation pursues initiatives to complete one or more licensing agreements for PBI-4050 and RYPLAZIM.

 

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Mr. Wendel’s most recent executive role was as Chief Strategic Officer of Hepalink USA, the U.S. subsidiary of Shenzhen Hepalink Pharmaceutical Company. From January to December 2010, he was Vice Chairman and Chief Executive Officer of Abraxis BioScience, LLC (NASDAQ: ABII), where he oversaw the development and commercialization of Abraxane® and led the negotiations that culminated in the acquisition of Abraxis by Celgene for over US$2.9 billion. Prior to Abraxis, Mr. Wendel worked at American Pharmaceutical Partners, a NASDAQ-listed generic drug manufacturer, serving in business and corporate development roles of increasing responsibility. In 2008, American Pharmaceutical Partners was acquired by Fresenius SE for US$3.7 billion. Mr. Wendel spent over fourteen years with Bristol-Myers Squibb, beginning in their legal department, and moving into business and corporate development roles. At Bristol-Myers he led teams involving U.S. and international licensing, acquisitions, divestitures, and co-promotion transactions. Mr. Wendel earned a Juris Doctorate degree from Georgetown University Law School, and a B.S. from Cornell University. Mr. Wendel has also served on the Board of Directors of Versatem Inc., a NASDAQ-listed oncology drug-discovery company, since June 2016.

FINANCIAL PERFORMANCE

Amounts in tables are expressed in thousands of Canadian dollars, except per share amounts.

Results of operations

The consolidated statement of operations for the quarter ended March 31, 2018 compared to the same period in 2017 are presented in the following table.

 

     Quarter ended March 31,  
     2018      2017  

Revenues

   $ 4,292      $ 4,866  

Expenses

     

Cost of sales and other production expenses

     4,766        2,390  

Research and development expenses

     22,416        24,387  

Administration, selling and marketing expenses

     7,703        6,946  

Loss on foreign exchange

     1,111        216  

Finance costs

     4,243        1,374  
  

 

 

    

 

 

 

Net loss before income taxes

   $ (35,947    $ (30,447
  

 

 

    

 

 

 

Income tax recovery:

     

Current

     (1      (75

Deferred

     (1,331      (1,239
  

 

 

    

 

 

 
     (1,332      (1,314
  

 

 

    

 

 

 

Net loss

   $ (34,615    $ (29,133
  

 

 

    

 

 

 

Net loss attributable to:

     

Owners of the parent

     (31,671      (26,397

Non-controlling interests

     (2,944      (2,736
  

 

 

    

 

 

 
   $ (34,615    $ (29,133
  

 

 

    

 

 

 

Loss per share

     

Attributable to the owners of the parent Basic and diluted

   $ (0.04    $ (0.04
  

 

 

    

 

 

 

Weighted average number of outstanding shares (in thousands)

     711,697        651,995  
  

 

 

    

 

 

 

 

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Revenues

Total revenues for the quarter ended March 31, 2018 were $4.3 million compared to $4.9 million during the comparative period of 2017 which represents a decrease of $0.6 million.

Revenues in 2018 and 2017 included revenues from product sales, development service revenues and rental revenues coming from the facility in Belleville. Revenues from each source may vary significantly from period to period.

The following table provides the breakdown of total revenues by source for the quarter ended March 31, 2018 compared to the corresponding period in 2017.

 

     Quarter ended March 31,  
     2018      2017  

Revenues from the sale of goods

   $ 3,789      $ 4,424  

Revenues from the rendering of services

     250        201  

Rental revenue

     253        241  
  

 

 

    

 

 

 
   $ 4,292      $ 4,866  
  

 

 

    

 

 

 

Revenues from the sale of goods were $3.8 million during the quarter ended March 31, 2018 compared to $4.4 million during the corresponding period of 2017, representing a decrease of $0.6 million. The decrease for the quarter ended March 31, 2018 is due to slight decreases in revenues from the sale of goods from the Bioseparations and Plasma-derived therapeutics segments.

Service and rental revenues were at similar levels for both periods.

Cost of sales and other production expenses

Cost of sales and other production expenses were $4.8 million during the quarter ended March 31, 2018 compared to $2.4 million for the corresponding period in 2017, representing an increase of $2.4 million. This statement of operation caption includes the cost of the inventory sold but also production expenses related to commercial products that are not capitalizable into inventory and inventory write-downs. The increase is mainly due to an inventory write-down of $1.5 million taken in the quarter ended March 31, 2018 pertaining to a write down of the portion of plasma inventory that Prometic sold in April 2018, at a price below it carrying amount on the statement of financial position. This was done as the production forecast changed with the delay of the BLA approval for Ryplazim and releases funds that would otherwise be tied up in inventory for several quarters. Also contributing to the increase in cost of sales and other production expenses by $0.9 million is the mix of product sold during the quarter ended March 31, 2018 compared to the quarter ended March 31, 2017. During the current period, the Bioseparations segment recorded an important sale of affinity resins that drives lower margins.

Revenues from the sale of goods is composed of different products and the margins on individual products vary significantly. Several Prometic products are custom designed for specific customers. Since key customers tend to place significant orders that may not be repeated on a yearly basis, the sales for individual products, like product sales, in general are quite variable. This is compounded by the fact that a high proportion of sales in a given period usually come from a limited number of customers. If larger customers purchase higher margin product or lower margin product, it will create volatility in the total margins and in the cost of goods sold from period to period. In addition, the size of the orders will affect the batch size used in production. Larger batch sizes render higher gross margins.

 

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Research and development expenses

The R&D expenses for the quarter ended March 31, 2018 compared to the same period in 2017 broken down into its two main components are presented in the following table.

 

     Quarter ended March 31,  
     2018      2017  

Manufacturing and purchase cost of therapeutics to be used in clinical trials

   $ 6,302      $ 9,231  

Other research and development expenses

     16,114        15,156  
  

 

 

    

 

 

 

Total research and development expenses

   $ 22,416      $ 24,387  
  

 

 

    

 

 

 

R&D expenses were $22.4 million during the quarter ended March 31, 2018 compared to $24.4 million for the corresponding period in 2017, representing a decrease of $2.0 million.

R&D expenses include the cost to manufacture plasma-derived therapeutics and small molecule therapeutics to be used in clinical trials and for the development of our production processes. The plasma-derived therapeutics are produced at the Laval plant and the Winnipeg CMO while the small molecule therapeutics are manufactured by a third party for Prometic. The manufacturing and purchase cost of these therapeutics was $6.3 million during the quarter ended March 31, 2018 compared to $9.2 million during the quarter ended March 31, 2017, representing a decrease of $2.9 million. The decrease is mainly due to a reduction in production activities during the quarter ended March 31, 2018 compared to the same period in 2017. This is explained by the fact that the 2018 Winnipeg CMO production campaign will not begin until the second quarter of 2018 compared to 2017 where the production campaign began at the beginning of the year and also due to a reduction in production activities at the Laval plant while that facility is focused on addressing the comments received by the FDA during the audit of this facility at the end of 2017 in relation to the review of the BLA for plasminogen. The expense relating to the purchase of small molecule therapeutics also decreased as purchases were made in the first quarter of 2017 whereas none were made in the current period.

Other R&D expenses were $16.1 million during the quarter ended March 31, 2018 compared to $15.2 million for the corresponding period in 2017, representing an increase of $1.0 million. The increase is partially due to higher salary and benefit expenditures of $0.4 million reflecting the increase in employees working on the clinical trials and at our research centers and an increase in pre-clinical studies of $0.8 million. These increases were partially offset by a decrease in Contract Research Organizations (“CRO”) and investigator expenses by $0.4 million.

Administration, selling and marketing expenses

Administration, selling and marketing expenses were $7.7 million during the quarter ended March 31, 2018 compared to $6.9 million for the corresponding period in 2017, representing an increase of $0.8 million. The increase is mainly attributable to the increase in salary and benefits resulting from an overall increase in headcount when comparing the two periods, reflecting the build-up of the infrastructure in order to support the eventual sale of commercial product.

Share-based payments expense

Share-based payments expense represents the expense recorded as a result of stock options and restricted stock units issued to employees and board members. This expense has been recorded as follows:

 

     Quarter ended March 31,  
     2018      2017  

Cost of sales and other production expenses

   $ 54      $ 64  

Research and development expenses

     470        602  

Administration, selling and marketing expenses

     596        576  
  

 

 

    

 

 

 
   $ 1,120      $ 1,242  
  

 

 

    

 

 

 

 

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Share-based payments expense were $1.1 million during the quarter ended March 31, 2018 compared to $1.2 million during the corresponding period of 2017, representing a decrease of $0.1 million.

The RSU expense may vary significantly from period to period as certain milestones are met, others increase or decrease in likelihood as projects advance and the time to achieve the milestones before the RSU expiry decreases.

Finance costs

Finance costs were $4.2 million for the quarter ended March 31, 2018 compared to $1.4 million during the corresponding period of 2017, representing an increase of $2.9 million. This increase reflects the higher level of debt during the quarter ended March 31, 2018 compared to the same period of 2017, reflecting the increase in the OID loans and the amounts drawn on the non-revolving credit facility agreement and the higher cost of borrowing of the non-revolving credit facility. Total long-term debt on the consolidated statement of financial position was $110 million at March 31, 2018 compared to $48.4 million at March 31, 2017.

Income taxes

Income tax recoveries remained at $1.3 million during the first quarter of 2018 and 2017.

Net loss

The Corporation incurred a net loss of $34.6 million during the quarter ended March 31, 2018 compared to a net loss of $29.1 million for the corresponding period of 2017, representing an increase in the net loss of $5.5 million. The net loss in 2018 is higher due to the plasma inventory write-off of $1.5 million included in cost of sales and other production expenses, the reduced margin contribution of the sale of Bioseparation products, the increase in administration, selling and marketing expenses, and the increased finance costs of $2.9 million. This was partially offset by the decrease in R&D of $2.0 million during the quarter ended March 31, 2018 compared to the corresponding period in 2017.

EBITDA analysis

The Adjusted EBITDA for the Corporation for the quarters ended March 31, 2018 and 2017 are presented in the following tables:

 

     Quarter ended March 31,  
     2018      2017  

Net loss

   $ (34,615    $ (29,133

Adjustments to obtain Adjusted EBITDA

     

Loss on foreign exchange

     1,111        216  

Finance costs

     4,243        1,374  

Income tax recovery

     (1,332      (1,314

Depreciation and amortization

     1,282        1,006  

Share-based payments expense

     1,120        1,242  
  

 

 

    

 

 

 

Adjusted EBITDA

   $ (28,191    $ (26,609
  

 

 

    

 

 

 

Adjusted EBITDA is a non-GAAP measure that is not defined or standardized under IFRS and it is unlikely to be comparable to similar measures presented by other companies. The Corporation believes that Adjusted EBITDA provides an additional insight in regards to the cash used in operating activities on an on-going basis. It also reflects how management analyzes the Corporation’s performance and compares that performance against other companies. In addition, we believe that Adjusted EBITDA is a useful measure as some investors and analysts use EBITDA and similar measures to compare the Corporation against other companies. Adjusted EBITDA adjusts Net loss for the elements presented in the table above. Inventory write-downs are not excluded from this measure.

 

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Total Adjusted EBITDA for the Corporation was $(28.2) million for the quarter ended March 31, 2018 compared to $(26.6) million for the comparative period of 2017, representing a decrease in Adjusted EBITDA of $1.6 million. This decrease is caused by the increase in cost of sales and production and administration selling and marketing respectively of $2.4 million and $0.8 million during the quarter ended March 31, 2018 compared to the corresponding period in 2017. This was partially offset by the decrease in R&D of $2.0 million during the quarter ended March 31, 2018 compared to the corresponding period in 2017.

Segmented information analysis

For the quarters ended March 31, 2018 and 2017

The loss for each segment and the net loss before income taxes for the total Corporation for the quarters ended March 31, 2018 and 2017 are presented in the following table:

 

For the quarter ended March 31, 2018

   Bioseparations     Plasma-
derived
therapeutics
    Small
molecule
therapeutics
    Reconciliation
to statement
of operations
    Total  

External revenues

   $ 3,734     $ 523     $ —       $ 35     $ 4,292  

Intersegment revenues

     117       14       —         (131     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     3,851       537       —         (96     4,292  

Cost of sales and other production expenses

     2,732       2,104       —         (70     4,766  

R&D - Manufacturing and purchase cost of therapeutics to be used in clinical trials

     —         6,331       2       (31     6,302  

R&D - Other expenses

     1,781       9,385       4,948       —         16,114  

Administration, selling and marketing expenses

     753       2,908       897       3,145       7,703  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment loss

   $  (1,415   $ (20,191   $ (5,847   $ (3,140   $ (30,593

Loss on foreign exchange

             1,111  

Finance costs

             4,243  
          

 

 

 

Net loss before income taxes

           $ (35,947
          

 

 

 

Other information

          

Depreciation and amortization

   $ 243     $ 827     $ 131     $ 81     $ 1,282  

Share-based payment expense

     68       303       171       578       1,120  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the quarter ended March 31, 2017 (restated)

   Bioseparations     Plasma-
derived
therapeutics
    Small
molecule
therapeutics
    Reconciliation
to statement
of operations
    Total  

External revenues

   $ 4,143     $ 723     $ —       $ —       $ 4,866  

Intersegment revenues

     479       5       —         (484     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     4,622       728       —         (484     4,866  

Cost of sales and other production expenses

     2,029       801       —         (440     2,390  

R&D - Manufacturing and purchase cost of therapeutics to be used in clinical trials

     —         8,404       866       (39     9,231  

R&D - Other expenses

     1,501       10,446       3,207       2       15,156  

Administration, selling and marketing expenses

     642       2,284       550       3,470       6,946  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ 450     $ (21,207   $ (4,623   $ (3,477   $ (28,857

Loss on foreign exchange

             216  

Finance costs

             1,374  
          

 

 

 

Net loss before income taxes

           $ (30,447
          

 

 

 

Other information

          

Depreciation and amortization

   $ 215     $ 615     $ 100     $ 76     $ 1,006  

Share-based payment expense

     76       332       200       634       1,242  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

During the second quarter of 2017, the Corporation modified its operating segments (see note 4c in the audited annual consolidated financial statements for the year ended December 31, 2017). The first quarter of 2017 segment profit (loss) has been restated to conform to the new presentation.

 

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Bioseparations segment

The revenues for the Bioseparations segment are generated mainly from sales of goods and the provision of resin development services to external customers but the segment also generates the same type of revenues from its transactions with the Plasma-derived therapeutics segment. Revenues for the segment decreased by $0.8 million for the quarter ended March 31, 2018 compared to the corresponding period of 2017 of which $0.4 million is a decrease due to the external revenues and $0.4 million is a decrease due to Intersegment revenues. Because the first quarter 2018 sales included important sales on low margin products, the contribution of those sales (sales of goods less cost of sales), declined by $1.5 million in the current period compared to the corresponding period in 2017.

The Bioseparations segment presented a loss of $1.4 million during the quarter ended March 31, 2018 and a gain of $0.5 million during the corresponding period in 2017, representing a decrease in profit of $1.9 million. The main reason for the decrease in the segment profit was the decline in the contribution of the sales of goods.

Plasma-derived therapeutic segment

The revenues for the Plasma-derived therapeutics segment are generated from the sales of specialty plasma to third parties, the provision of services to licensees and some rental revenues coming from the leasing of a portion of the Belleville plant. Revenues from the segment were lower by $0.2 million during the quarter ended March 31, 2018 compared to the corresponding period of 2017, with slight decreases in service revenues and sales of plasma.

The segment loss decreased by $1.0 million for the quarter ended March 31, 2018 compared to the corresponding period in 2017. The decrease in loss is mainly due to reduction of $2.1 million in the manufacturing and purchase cost of therapeutics used in the trials and for R&D purposes and a reduction in other R&D expenses of $1.1 million expenses caused principally by a reduction clinical trial expenditures. This was partially offset by a $1.5 million write-down expense taken on the portion of plasma inventory that Prometic sold in April 2018, at a price below it carrying amount on the balance sheet, and higher administration, selling and marketing expenses of $0.6 million.

Small molecule therapeutics segment

The segment loss for small molecule therapeutics increased by $1.2 million during the quarter ended March 31, 2018 compared to the corresponding period in 2017. The increase in loss is mainly due to higher other research and development expenses by $1.7 million resulting from an increase in salary and benefit expense due to increases in headcount of $0.3 million and an increase in clinical studies of $0.8 million. Administration, selling and marketing expenses increased by $0.3 million. These increases in expenditures was partially offset by the decrease of $0.9 million in the cost of therapeutics used for the clinical trials and R&D activities.

 

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Financial condition

The consolidated statements of financial position at March 31, 2018 and December 31, 2017 are presented in the following table followed by a discussion of the key changes in the statement of financial position between both dates.

 

     March 31,      December 31,  
     2018      2017  

Cash

   $ 13,869      $ 23,166  

Accounts receivable

     7,416        6,839  

Income tax receivable

     3,034        4,116  

Inventories

     36,152        36,013  

Prepaids

     3,161        2,141  
  

 

 

    

 

 

 

Total current assets

     63,632        72,275  

Long-term income tax receivable

     111        108  

Other long-term assets

     9,189        8,663  

Capital assets

     45,523        45,254  

Intangible assets

     162,334        156,647  

Deferred tax assets

     925        926  
  

 

 

    

 

 

 

Total assets

   $ 281,714      $ 283,873  
  

 

 

    

 

 

 

Accounts payable and accrued liabilities

   $ 28,595      $ 29,954  

Advance on revenues from a supply agreement

     1,541        1,901  

Current portion of long-term debt

     3,106        3,336  

Deferred revenues

     876        829  
  

 

 

    

 

 

 

Total current liabilities

     34,118        36,020  

Long-term portion of operating and finance lease inducements and obligations

     2,093        2,073  

Other long-term liabilities

     4,073        3,335  

Long-term debt

     106,911        83,684  

Deferred tax liabilities

     13,657        15,330  
  

 

 

    

 

 

 

Total liabilities

   $ 160,852      $ 140,442  
  

 

 

    

 

 

 

Share capital

   $ 577,547      $ 575,150  

Contributed surplus

     17,136        16,193  

Warrants and future investment rights

     81,257        73,944  

Accumulated other comprehensive loss

     (307      (1,622

Deficit

     (574,929      (541,681
  

 

 

    

 

 

 

Equity attributable to owners of the parent

     100,704        121,984  

Non-controlling interests

     20,158        21,447  
  

 

 

    

 

 

 

Total equity

     120,862        143,431  
  

 

 

    

 

 

 

Total liabilities and equity

   $ 281,714      $ 283,873  
  

 

 

    

 

 

 

Cash

Cash decreased by $9.3 million at March 31, 2018 compared to December 31, 2017. Cash balances are directly influenced by the timing and size of financing events and operating revenues and expenditures. Cash flows and liquidity are discussed in detail further in the MD&A.

Accounts receivable

Accounts receivable increased by $0.6 million at March 31, 2018 compared to December 31, 2017 mainly due to slightly higher trade receivables and sales tax receivable balances.

Income tax receivable

Current income tax receivable decreased by $1.1 million at March 31, 2018 compared to December 31, 2017 mainly due to the receipt of a portion of the refundable R&D tax credits recognized on operations in the U.K. during 2017. The long-term income tax receivable essentially remained unchanged.

 

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Inventories

Inventories increased by $0.1 million at March 31, 2018 compared to December 31, 2017 reflecting slight increases in the carrying amount of Bioseparations inventory offset by a similar decline in Plasma-derived therapeutics. During the quarter ended March 31, 2018, an inventory write-down of $1.5 million taken on the portion of plasma inventory that Prometic sold in April 2018, at a price below its carrying value on the balance sheet.

Other long-term assets

Other long-term assets increased by $0.5 million at March 31, 2018 compared to December 31, 2017. The increase is mainly due to the acquisition of an option to buy production equipment of $0.7 million and an investment made in convertible debt of Prothera for $0.3 million, with whom we have entered into license and R&D services agreement in order to advance the development of IAIP. This was partially offset by a decrease in the deferred financing by $0.5 million due to the amortization of the cost incurred in establishing the non-revolving credit facility in 2017.

Capital assets

Capital assets remained at similar levels at March 31, 2018 compared to December 31, 2017.

Intangible assets

Intangible assets increased by $5.7 million at March 31, 2018 compared to December 31, 2017. The increase is due to the acquisition of two licenses for intellectual property relating to new indications for plasma-derived therapeutics that the Corporation may target for future development. In consideration for the licences, the Corporation issued four million warrants and committed to paying US$3 million, US$1 million on the date of the transaction, and its first and second anniversary, to be settled in common shares of the Corporation. A financial liability has been recognised for the second and third payments.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities decreased by $1.4 million at March 31, 2018 compared to December 31, 2017 mainly due to the decrease in account payable and the current portion of operating and finance lease inducements and obligations. This was partially offset by the current portion of the license acquisition payment obligation by $1.3 million (US$1 million) which was recorded during the quarter ended March 31, 2018.

Long-term debt

Long-term debt increased by $23.0 million at March 31, 2018 compared to December 31, 2017. The increase results primarily from the drawdowns on the non-revolving credit facility in January and February 2018 that resulted in an increase in long-term debt at the dates of these transactions of $19.6 million. The interest accretion on the long-term debt during the quarter ended March 31, 2018 were $3.8 million. Those increases were partially offset by repayment made on long-term debt of $1.4 million as at March 31, 2018.

Deferred tax liabilities

Deferred tax liabilities decreased by $1.7 million at March 31, 2018 compared to December 31, 2017 mainly due by the recognition of deferred income tax assets on NantPro losses during the quarter ended March 31, 2018.

Share Capital

Share capital increased by $2.4 million at March 31, 2018 compared to December 31, 2017 mainly due to the issuance of common shares for the acquisition of licenses and an option to buy equipment, the total valued at $2.0 million. The remainder of the increase is due to the issuance of shares from the exercise of stock options.

 

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Contributed surplus

Contributed surplus increased by $0.9 million at March 31, 2018 compared to December 31, 2017. The increase is principally due to the recognition of share-based payment expense of $1.1 million during the quarter ended March 31, 2018.

Warrants and future investment rights

Warrants and future investment rights increased by $7.3 million at March 31, 2018 compared to December 31, 2017 mainly due to the issuance of four million warrants valued at $1.7 million for the acquisition of a license and the recognition of the vested portion of the Seventh Warrants which were issued on November 30, 2017, pursuant to entering into a non-revolving credit facility agreement. During the quarter ended March 31, 2018, 10 million of those warrants have vested and have been recognized for an amount of $5.6 million.

Non-controlling interests (“NCI”)

The non-controlling interests decreased by $1.3 million at March 31, 2018 compared to December 31, 2017. The variation in the NCI between March 31, 2018 and December 31, 2017 is shown below:

 

Balance at December 31, 2017

   $  21,447  

Share in losses

     (2,944

Share in Prometic’s funding of NantPro

     1,655  
  

 

 

 

NCI balance at March 31, 2018

   $ 20,158  
  

 

 

 

Subsequent event

In April 2018, the Corporation and the non-controlling shareholders of Prometic Bioproduction Inc. entered into an agreement whereby Prometic would acquire their 13% interest in the subsidiary in exchange for 4,712,422 common shares of the Corporation. Consequently, the value of the total net liabilities attributed to the NCI at the date of the transaction will be derecognized from the statement of financial position, the equity issued in payment of the 13% ownership acquired will be recorded at the fair value of the equity issued and a loss on acquisition of the non-controlling interest in Prometic Bioproduction Inc. will be recognized in the consolidated statement of operations. The Corporation has not yet finalized the amounts to be recorded for this transaction.

Cash flow analysis

The consolidated statements of cash flows for the quarter ended March 31, 2018 and the comparative period in 2017 are presented below.

 

     Quarter ended March 31,  
     2018      2017  

Cash flows used in operating activities

   $  (32,480    $ (35,388

Cash flows from financing activities

     23,877        19,922  

Cash flows from (used in) investing activities

     (1,006      7,934  
  

 

 

    

 

 

 

Net change in cash and cash equivalents during the period

     (9,609      (7,532

Net effect of currency exchange rate on cash and cash equivalents

     312        (156

Cash and cash equivalents, beginning of period

     23,166        27,806  
  

 

 

    

 

 

 

Cash end of the period

   $ 13,869      $ 20,118  
  

 

 

    

 

 

 

Cash flow used in operating activities decreased by $2.9 million during the quarter ended March 31, 2018 compared to the same period in 2017. As overall expenditure in R&D and administration, selling and marketing expenses were relatively stable during the period, the variation is due principally to the changes in non-cash working capital items.

 

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Cash flows from financing activities increased by $4.0 million during the quarter ended March 31, 2018 compared to the same period in 2017 as the cash flow received from the issuance of debt and warrants for $25.2 million during the quarter ended March 31, 2018 was higher than the proceeds received upon the exercise of the future investment rights of $21.1 million during the quarter ended March 31, 2017.

Cash flows from (used in) investing activities decreased by $8.9 million during the quarter ended March 31, 2018 compared to the same period in 2017 mainly due to the Corporation selling marketable securities and short-term investments generating inflows of $11.1 million while in 2018 there were no such inflows. This decrease in inflows was partially offset by a reduction in the payments made for the acquisition of capital assets.

LIQUIDITY AND CONTRACTUAL OBLIGATIONS

At March 31, 2018, the Corporation’s working capital is a surplus of $29.5 million.

The Corporation funds its research and development activities with profits generated mainly from the sale of Bioseparation products to third parties, the revenues it receives from licensing agreements, and periodically from the issuance of shares, warrants and long-term debt. Depending on the licensing agreements or agreements entered into with third parties to jointly develop a therapeutic for a certain health indication and market, the Corporation will likely need to secure additional financing to finance its R&D activities until such time as the plasma-derived therapeutics that are currently at the BLA stage (plasminogen for congenital deficiency) and still in phase 3 clinical trials (IVIG for PIDD), are commercialized and generating revenues.

As the Corporation develops its scale-up plans for both production capacity and plasma sourcing, the level of likely future investment required will be determined by the decision to scale-up in-house or via outsourcing to third parties. The Corporation’s capacity to successfully attract new financings will depend namely on the attractiveness of Prometic’s common shares to investors, which will be influenced by many factors including the success of our regulatory filings and with the clinical trials as they progress and the market, risks and economic merits of our projects.

Looking forward, there are several transactions that may generate additional cash inflows that will support the ongoing operation expenditures such as:

 

   

the Corporation had at March 31, 2018, US$40 million still available to draw upon under the non-revolving credit facility;

 

   

on March 14, 2018, the Corporation filed a final shelf prospectus valid for a period of 25 months that would enable a variety of equity financing transactions up to an aggregate of $250.0 million;

 

   

in April 2018 the Corporation sold plasma it held that it no longer required in the short-term generating inflows of $14.0 million; and

 

   

the Corporation is in ongoing discussions with potential licensees of its drug pipeline. Any such discussions may lead to the conclusion of a licensing transaction which could generate a combination of licensing, milestone and royalty revenues.

As usual, the Corporation modulates its R&D and general spending to take into consideration its working capital position over time.

The Corporation expects that its financial position together with the revenues to be generated from its operating activities and the above mentioned transactions will be sufficient to fund its operating activities and meet its contractual obligations over the next year.

 

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Financial obligations

The timing and expected contractual outflows required to settle the financial obligations of the Corporation recognized in the consolidated statement of financial position at March 31, 2018 are presented in the table below:

 

            Contractual Cash flows  

At March 31, 2018

   Carrying
amount
     Payable
within 1 year
     2 - 3 years      Later than
4 years
     Total  

Accounts payable and accrued liabilities 1)

   $ 26,410      $ 26,410      $ —        $ —        $ 26,410  

Advance on revenues from a supply agreement

     1,541        1,541        —          —          1,541  

Long-term portion of settlement fee payable

     91        —          115        —          115  

Long-term portion of royalty payment obligation

     2,489        —          2,887        —          2,887  

License acquisition payment obligation

     1,289        —          1,289        —          1,289  

Long-term portion of other employee benefit liabilities

     135        —          149        —          149  

Long-term debt 2)

     110,017        7,603        55,340        113,469        176,412  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 141,972      $ 35,554      $ 59,780      $ 113,469      $ 208,803  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1) 

Excluding $2,185 for current portion of operating and finance lease inducement and obligations.

2) 

Under the terms of the OID loans and the non-revolving line of credit, the holder of Second, Third, Fourth, Fifth, Sixth and Seventh Warrants may decide to cancel a portion of the face values of these loans as payment upon the exercise of these warrants. The maximum repayment due on these loans has been included in the above table.

Commitments

The Corporation’s commitments have remained essentially unchanged from those disclosed in the MD&A for the year ended December 31, 2017.

SUMMARY OF QUARTERLY RESULTS

The following table presents selected quarterly financial information for the last eight quarters:

 

            Net loss attributable  
            to the owners of the parent  
                   Per share  

Quarter ended

   Revenues      Total      basic & diluted  

March 31, 2018

   $ 4,292      $ (31,671    $ (0.04

December 31, 2017

     6,596        (38,279      (0.05

September 30, 2017

     24,034        (15,542      (0.02

June 30, 2017

     3,619        (29,513      (0.04

March 31, 2017

     4,866        (26,397      (0.04

December 31, 2016

     4,111        (37,308      (0.06

September 30, 2016

     3,737        (25,569      (0.04

June 30, 2016

     3,295        (22,351      (0.04
  

 

 

    

 

 

    

 

 

 

Revenues from period to period may vary significantly as these are affected by the timing of orders for goods and the shipment of the orders and the timing of the provision of research services under service agreements. The revenues are also affected by the timing of the signing of licensing agreements and achievement of milestones established in these agreements and how these revenues are recognized for accounting purposes. The timing of the recognition of these revenues and the timing of the recognized expense can cause significant variability in the results from quarter to quarter.

During the quarter ended June 30, 2016, the R&D expense and the administration, selling and marketing expense were $19.4 million and $5.2 million respectively, which were higher than the previous quarter due to the increase in the level of pre-clinical and clinical activities within the Corporation. Also, a non-cash loss on extinguishment of liabilities of $2.6 million was recorded as the holder of the long-term debt decided to reduce the face value of the loan in consideration of the shares they received pursuant to a private placement. Finally, sales of goods and R&D service revenues were $2.5 million and $0.7 million, respectively.

 

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Revenues during the quarter ended September 30, 2016 totalled $3.7 million. Total R&D expenses increased by $4.2 million compared to the previous quarter. The majority of the increase is due to the increase in the production expenses at the Laval manufacturing facility resulting from an increase in production levels during the quarter and an increase in the expenses regarding the Winnipeg CMO mainly reflecting the timing of the production schedule which in 2016 took place throughout the third and fourth quarters. The remainder of the increase is due to higher employee compensation and related expenses as the number of employees increased. Administration, selling and marketing expenses were $6.5 million, an increase of $1.3 million from the prior quarter which was mainly due to the recording of $0.9 million in fees regarding the GE settlement and license agreement.

Revenues during the quarter ended December 31, 2016 totalled $4.1 million. Total R&D expenses were $28.0 million, an increase of $4.3 million compared to the previous quarter due to an increase in clinical trial spend, employee compensation and an increase in share-based payment expenses of $1.8 million. Administration, selling and marketing expenses were $12.8 million, an increase of $6.3 million from the prior quarter which was mainly attributable to salary and benefit expenses resulting from an increase in headcount and the related increase in operating costs, higher share-based payments expense of $1.5 million and severance expense of $2.1 million recorded in relation to rationalisation efforts at Telesta.

Revenues were $4.9 million during the quarter ended March 31, 2017, which represents an increase of $0.8 million compared to the previous quarter ended December 31, 2016. R&D and administration, selling and marketing expense both decreased by $3.6 million and $5.9 million respectively compared to the fourth quarter of 2016. The decline in R&D expense were mainly due to lower clinical trial expenses and a reduction in the cost of manufacturing therapeutics for the clinical trials expensed in R&D as PBP started the manufacturing of plasminogen for commercial purposes, which cost was capitalized in inventories. Share-based payment expenses recorded under R&D and administration, selling and marketing expenses, were lower by $1.2 million and $1.3 million, respectively this quarter. The fact that there were no severance expense recorded as compared to the fourth quarter of 2016, brought administration, selling and marketing expense to a more normal level.

Revenues declined to $3.6 million during the quarter ended June 30, 2017 as a result of lower sales of affinity resins. Research and development was stable at $24.5 million and administration, selling and marketing expenses at $8.1 million was higher by $1.1 million.

Revenues were $24.0 million during the quarter ended September 30, 2017 mainly driven by licensing and milestone revenues following the signing of a small molecule licensing agreement which resulted in $19.7 million of revenue for the Corporation. Research and development and administration, selling and marketing expense were $23.2 million and $7.7 million respectively, remaining at similar levels to the prior quarter. A non-cash loss on extinguishment of liabilities of $4.2 million was recorded as the holder of the long-term debt decided to reduce the face value of the loan in consideration of the shares they received pursuant to a private placement that occurred in July 2017.

Revenues during the quarter ended December 31, 2017 were $6.6 million, of which the majority was driven by product sales and service revenues from the Bioseparations segment. Research and development and administration, selling and marketing expense were $28.2 million and $8.8 million respectively. The increase in R&D cost of $5.0 million compared to the previous quarter is mainly due to higher expense relating to cost of therapeutics to be used in clinical trials, an increase in the external cost incurred in running the trials and higher salary and benefit expenses. Administration, selling and marketing expenses were slightly higher by $1.1 million principally due to higher salary and benefit expenses. During the quarter, the Corporation recognized a bad debt expense of $20.5 million, effectively offsetting the milestone and licensing revenues earned during the previous quarter.

Revenues were $4.3 million during the quarter ended March 31, 2018 of which $3.8 million came from product sales. Cost of sales and other production cost were high reflecting lower margins on the products sold during the period and an inventory write-off on a portion of the plasma held in inventory to net realisable

 

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value in advance of a sales transaction to take place during the next quarter but for which the selling price had been settled in advance. R&D expenses at $22.4 million were lower by $5.8 million and administration, selling and marketing expenses also declined by $1.1 million compared to the previous quarter. Financing cost increase to $4.2 million reflecting the higher debt level and the higher borrowing cost of the non-revolving credit facility.

OUTSTANDING SHARE DATA

The Corporation is authorized to issue an unlimited number of common shares. At May 14, 2018, 717,524,513 common shares, 13,342,495 options to purchase common shares, 9,672,824 restricted share units and 125,672,099 warrants to purchase common shares were issued and outstanding.

TRANSACTIONS BETWEEN RELATED PARTIES

The Corporation has not entered into any new transactions with related parties during the quarter ended March 31, 2018.

CHANGES IN ACCOUNTING POLICIES

The accounting policies used in the consolidated financial statements are consistent with those applied by the Corporation in its December 31, 2017 audited annual consolidated financial statements except for the amendments to certain accounting standards which are relevant to the Corporation and were adopted by the Corporation as of January 1, 2018 as described below.

IFRS 9, Financial Instruments – Recognition and Measurement (“IFRS 9”)

IFRS 9 replaces the provisions of IAS 39, Financial Instruments – Recognition and Measurement and provides guidance on the recognition, classification and measurement of financial assets and financial liabilities, the derecognition of financial instruments, impairment of financial assets and hedge accounting.

The Corporation adopted IFRS 9 as of January 1, 2018 and the new standard has been applied retrospectively in accordance with the transitional provisions of IFRS 9.

There has been no significant impact caused by the new classification of financial assets under IFRS 9. The classification of all financial liabilities as financial liabilities at amortized cost remains unchanged as well as their measurement resulting from their classification.

Under IFRS 9, modifications to financial assets and financial liabilities, shall be accounted for by recalculating the present value of the modified contractual cashflows at the original effective interest rate and the adjustment shall be recognized as a gain or loss in profit or loss. Under IAS 39, the impact of modifications was recognized prospectively over the remaining term of the debt.

The adoption of the accounting for modifications under the new standard has resulted in the restatement of the opening retained earnings and the long-term debt at January 1, 2018 as follows:

 

Retained earnings

   $ 110  

Long-term debt

     (110
  

 

 

 

 

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IFRS 15, Revenue from contracts with customers (“IFRS 15”)

IFRS 15 replaces IAS 11, Construction Contracts, and IAS 18, Revenue and related interpretations and represents a new single model for recognition of revenue from contracts with customers. The model features a five-step analysis of transactions to determine the nature of an entity’s obligation to perform and whether, how much, and when revenue is recognized.

The Corporation adopted IFRS 15 as of January 1, 2018 and the new standard has been applied retrospectively using the modified retrospective approach, where prior periods are not restated and the cumulative effect of initially applying this standard is recognized in the opening retained earnings balance on January 1, 2018. The Corporation has also availed itself of the following practical expedients:

 

   

the standard was applied retrospectively only to contracts that were not completed on January 1, 2018; and

 

   

for contracts that were modified before January 1, 2018, the Corporation analyzed the effects of all modifications when identifying whether performance obligations where satisfied, determining the transaction price and allocating the transaction price to the satisfied or unsatisfied performance obligations.

There has been no impact of the adoption of IFRS 15 as at January 1, 2018.

IFRIC 22, Foreign Currency Transactions and Advance Consideration (“IFRIC 22”)

IFRIC 22 which addresses how to determine the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) and on the derecognition of a non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration in a foreign currency. IFRIC 22 is effective for annual periods beginning on or after January 1, 2018. The Corporation adopted IFRIC 22 retrospectively on January 1, 2018. The adoption of the standard did not have a significant impact on the financial statements.

NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

The IFRS accounting standards and interpretations that the Corporation reasonably expects may have a material impact on the disclosures, the financial position or results of operations of the Corporation when applied at a future date are presented below. The Corporation intends to adopt these standards when they become effective.

IFRS 16, Leases (“IFRS 16”)

In January 2016, the IASB issued IFRS 16, a new standard that replaces IAS 17, Leases. IFRS 16 is a major revision of the way in which companies account for leases and will no longer permit off balance sheet leases. Adoption of IFRS 16 is mandatory and will be effective for the Corporation’s fiscal year beginning on January 1, 2019. Early application is permitted for companies that also apply IFRS 15.

The Corporation is in the process of evaluating the impact of adopting IFRS 16 on its consolidated financial statements.

 

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SIGNIFICANT JUDGMENTS AND CRITICAL ACCOUNTING ESTIMATES

The preparation of the interim consolidated financial statements requires the use of judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. The uncertainty that is often inherent in estimates and assumptions could result in material adjustments to assets or liabilities affected in future periods. As a result of the application of IFRS 15 Revenues, the Corporation has modified its disclosure on significant judgments relating to revenue recognition. The other significant accounting judgments and critical accounting estimates applied by the Corporation, disclosed in the MD&A for the year ended December 31, 2017, remain unchanged.

Revenue recognition – The Corporation does at times enter into revenue agreements which provide, among other payments, up-front and milestone payments in exchange for licenses and other access to intellectual property. It may also enter into several agreements simultaneously that are different in nature such as license agreements, R&D services, supply and manufacturing agreements. In applying the IFRS 15 revenue recognition model, management may be required to apply, depending on the contracts, significant judgment including the identification of the performance obligations.

Determining whether the performance obligations are distinct involves evaluating whether the customer can benefit from the good or service on its own or together with other resources that are readily available to the customer. Once the distinct performance obligations are identified, management must then determine if each performance obligation is satisfied at a point in time or over time. For license agreements, this requires management to assess the level of advancement of the intellectual property being licensed.

FINANCIAL INSTRUMENTS

Use of financial instruments

The financial instruments that are used by the Corporation result from its operating and investing activities, namely in the form of accounts receivables and payables, and from its financing activities resulting usually in the issuance of long-term debt. The Corporation does not use financial instruments for speculative purposes and has not issued or acquired derivative financial instruments for hedging purposes.

Impact of financial instruments in the consolidated statements of operations

The following line items in the consolidated statement of operations for the quarter ended March 31, 2018 include income, expense, gains and losses relating to financial instruments:

 

   

finance costs; and

 

   

foreign exchange gains and losses.

Financial risk management

The Corporation has exposure to credit risk, liquidity risk and market risk. The Corporation’s Board of Directors has the overall responsibility for the oversight of these risks and reviews the Corporation’s policies on an ongoing basis to ensure that these risks are appropriately managed. The management of the financial risks are the same as those described in the December 31, 2017 MD&A.

RISK FACTORS

For a detailed discussion of risk factors which could impact the Corporation’s results of operations and financial position, other than those risks pertaining to the financial instruments, please refer to the Corporation’s Annual Information Form filed on www.sedar.com

 

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DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

No changes were made to the Corporation’s internal controls over financial reporting during the three months ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect the internal controls over financial reporting.

 

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Exhibit 99.28

 

LOGO

Management Discussion & Analysis

Prometic Life Sciences Inc.

For the quarter and the six months ended June 30, 2018

 

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MANAGEMENT’S DISCUSSION & ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) is intended to help the reader to better understand Prometic Life Sciences Inc.’s (“Prometic” or the “Corporation”) operations, financial performance and results of operations, as well as the present and future business environment. This MD&A has been prepared as of August 14, 2018 and should be read in conjunction with Prometic’s condensed interim consolidated financial statements for the quarter and six months ended June 30, 2018. Additional information related to the Corporation, including the Corporation’s Annual Information Form, is available on SEDAR at www.sedar.com. All amounts in tables are in thousands of Canadian dollars, except where otherwise noted.

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis of the results of operations and the financial condition may contain forward-looking statements about Prometic’s objectives, strategies, financial condition, future performance, results of operations and businesses as of the date of this MD&A.

These statements are “forward-looking” because they represent Prometic’s expectations, intentions, plans and beliefs about the markets the Corporation operates in and on various estimates and assumptions based on information available to its management at the time these statements are made. Without limiting the generality of the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “intend”, “could”, “would”, “estimate”, “continue”, “plan” or “pursue”, or the negative of these terms, other variations thereof or comparable terminology, are intended to identify forward-looking statements although not all forward-looking information contains these terms and phrases. Forward-looking information is provided for the purposes of assisting the reader in understanding the Corporation and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments and therefore the reader is cautioned that such information may not be appropriate for other purposes.

Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, regulatory approvals, the availability of funds and resources to pursue research and development (“R&D”) projects, the successful and timely completion of clinical studies, our ability to take advantage of business opportunities in the pharmaceutical industry, reliance on key personnel, collaborative partners and third parties, our patents and proprietary technology, our ability to access capital, the use of certain hazardous materials, the availability and sources of raw materials, currency fluctuations, the value of our intangible assets, negative operating cash flow, legal proceedings, uncertainties related to the regulatory process, general changes in economic conditions and other risks related to Prometic’s industry. More detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations can be found in the Annual Information Form under the heading “Risks and Uncertainties Related to Prometic’s Business”.

Although Prometic has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Therefore, there can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place undue reliance on forward-looking statements.

As a result, Prometic cannot guarantee that any forward-looking statement will materialize. Prometic assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

 

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Prometic (www.prometic.com) is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF) biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (Small molecule therapeutics) stems from the insights into the interaction of two receptors which we believe are at the core of how the body heals: our small molecule drug candidates such as PBI-4050 modulate these to promote tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is preparing to enter pivotal phase 3 clinical trials for the treatment of Idiopathic Pulmonary Fibrosis (“IPF”). The second drug discovery and development platform (plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen). We are also leveraging this platform’s higher recovery yield potential to advance established plasma-derived therapeutics such as Intravenous Immunoglobulin (“IVIG”). Furthermore, the Corporation is continuing to secure its plasma supply through the execution of third party contracts and expansion of its own collection activities for its plasma processing needs. The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

We are headquartered in Laval, Quebec (Canada) and have R&D facilities in Canada, the United Kingdom (“UK”) and the United States (“USA”), manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the USA, and Europe.

UPDATE ON BUSINESS SEGMENTS ACTIVITIES

Prometic’s operations are divided into three distinct business operating segments: the Small molecule therapeutics segment, the Plasma-derived therapeutics segment and the Bioseparations segment.

Small molecule therapeutics segment

The Small molecule therapeutics segment is comprised of two operating subsidiaries. The principal subsidiaries, which operated this segment for the first two quarters of 2018 were:

 

   

Prometic Pharma SMT Limited (“PSMT”), based in Cambridge, UK, which operates the Small molecule therapeutics segment for the world (except Canada); and

 

   

Prometic Biosciences Inc. (“PBI”), based in Laval, Quebec, Canada, which operates the Small molecule therapeutics segment for Canada and performs research and development activities on behalf of PSMT.

The business model for the Small molecule therapeutics segment is for Prometic to develop promising drug candidates such as PBI-4050 and to independently pursue commercialization activities for rare or orphan indications for the North American markets and possibly partner or out-license rights to commercialize same in other territories. The Corporation plans to enter into partnerships for other larger medical indications and or geographical regions requiring a much more substantial local commercial reach and resources. It is generally not Prometic’s intention to independently undertake late-stage clinical trials (phase 3) in large indications, such as Chronic Kidney Disease (“CKD”) or Diabetic Kidney Disease (“DKD”) without the support of a strategic venture or big pharma partner.

The Corporation intends to focus initially on its lead candidate PBI-4050 to develop, obtain regulatory approval and commercialize in partnership PBI-4050 for the treatment of IPF and Alström Syndrome (“AS”) and thereafter, use the evidence of clinical efficacy in AS patients to expand the use of PBI-4050 and or its follow-on analogues to treat other large unmet fibrotic diseases such as cardiac pulmonary or kidney fibrosis, NASH or other types of liver fibrosis pulmonary hypertension and scleroderma.

 

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Fibrosis and Mechanism of Action

The Small molecule therapeutics segment is a small-molecule drug development business, with a pipeline of product candidates leveraging the discovery of the linked role of two receptors involved in the regulation of the healing process. Following an injury, the body has the ability to heal and regenerate damaged tissues. If an injury is overwhelming or chronic in nature, the tissue regeneration process will be taken over by the fibrotic process or fibrosis. Fibrosis is characterized by the excessive accumulation of extracellular matrix (“ECM”) in damaged or inflamed tissues and is the common pathological outcome of many inflammatory and metabolic diseases. Numerous clinical conditions can lead to organ fibrosis and functional failure; in many disorders, acute or persistent inflammation is crucial to trigger the fibrotic response. The production of various profibrotic cytokines and growth factors by innate inflammatory cells results in the recruitment and activation of ECM producing myofibroblasts. There is currently a major unmet need for therapies that are able to effectively target pathophysiological pathways involved in fibrosis. Notable examples of medical conditions where fibrosis is at the core of organs losing functionality include: IPF, Chronic Kidney Disease, NASH and AS.

Prometic has observed that the “up-regulation” of receptor GPR40 concomitant with the “down-regulation” of receptor GPR84 promotes the normal healing process as opposed to promoting the fibrotic process. Prometic’s drug candidates are agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. A significant number of manuscripts have been submitted for publication now that the Corporation has determined it has filed sufficient patents to adequately protect its portfolio of drug candidates that target these two receptors. One of these manuscripts was published on February 16, 2018 in the American Journal of Pathology, the official journal of the American Society of Investigational Pathology. The paper entitled “A Newly Discovered Antifibrotic Pathway Regulated by Two Fatty Acid Receptors: GPR40 and GPR84” documents the discovery of an antifibrotic pathway involving these two receptors and the activity of our lead drug candidate PBI-4050. This publication examines PBI-4050’s ligand affinity in vitro and in vivo for the fatty acid receptors, GPR40 and GPR84. GPR40 and GPR84 are known to be involved in diverse physiological processes related to metabolic regulation and to inflammation, but the fundamental importance of these receptors in the fibrosis pathways had not been recognized until now. In this study, the authors uncovered a novel antifibrotic pathway involving these receptors, showing that GPR40 is protective and GPR84 is deleterious in fibrotic diseases. Importantly, this study also shows that PBI-4050 acts as an agonist of GPR40 and an antagonist of GPR84. Through its binding to these receptors, PBI-4050 significantly attenuated fibrosis in many injury contexts, as evidenced by the global antifibrotic activity observed in the kidney, liver, heart, lung, pancreas, or skin.

The activity of drug candidates such as PBI-4050 has been observed in over 30 different preclinical models performed by the Corporation and by other universities or institutions in collaboration with the Corporation, such as Vanderbilt University, University of Ottawa, Université de Montréal, McMaster University and the Montreal Heart Institute. PBI-4050 has also successfully completed three separate phase 2 clinical trials supporting the translation of such results in the biologic activity in humans and helping pave the way for the upcoming initiation of a pivotal phase 3 clinical trial for IPF in the USA and 14 other countries. While the Small molecule therapeutics segment has several promising drug candidates, management has thus far focused its efforts on its anti-fibrotic lead drug candidate PBI-4050. With observed signs of clinical activity and a favourable tolerability profile confirmed in hundreds of human subjects, Prometic is advancing follow-on analogues of PBI-4050 into clinical programs such as PBI-4547 for which Prometic is planning to commence a phase 1 clinical trial.

PBI-4050, Prometic’s Lead Compound and Clinical Programs

PBI-4050 is currently the lead clinical compound targeting indications including IPF and AS. PBI-4050 has been granted Orphan Drug Designation by the FDA and the EMA for the treatment of AS as well as for the treatment of IPF. PBI-4050 has also been granted the PIM (Promising Innovative Medicine) designation by the MHRA for the treatment of IPF and AS. Finally, PBI-4050 has also been granted rare pediatric designation by the FDA for the treatment of AS, which makes it eligible to receive a Priority Review Voucher (PRV) upon regulatory approval by the FDA.

 

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Summary Results of PBI-4050 Results in Three Completed Phase 2 Clinical Studies

Idiopathic pulmonary fibrosis (“IPF”)

Idiopathic pulmonary fibrosis is a chronic, devastating, and ultimately fatal disease characterized by a progressive decline in lung function. It is a specific type of interstitial lung disease in which the small air sacs of the lung, the “alveoli,” gradually become replaced by fibrotic (scar) tissue and is the cause of worsening dyspnea (shortness of breath). IPF is usually associated with a poor prognosis. The term “idiopathic” is used because the cause of pulmonary fibrosis is still unknown. IPF usually occurs in adults between 50 and 70 years of age, particularly those with a history of cigarette smoking, and affects men more often than women. IPF affects about 130,000 people in the United States, with about 48,000 new cases diagnosed annually. Approximately 40,000 people with IPF die each year, a similar number of deaths to those due to breast cancer. The 5-year mortality rate for patients with IPF is estimated to range from 50% to 70% of those affected.

In gold standard preclinical models designed to emulate lung fibrosis in humans, PBI-4050 demonstrated a very significant anti-fibrotic activity. IPF is a very large orphan indication which remains an unmet medical need. While two drugs, nintedanib (OFEV®—Boehringer-Ingelheim) and pirfenidone (Esbriet®—Roche), have been approved for the treatment of IPF, neither of these drugs have succeeded in stabilizing the patients’ lung function. In addition, these two drugs are known to cause severe side effects which have limited their use in a significant number of IPF patients.

In addition to demonstrating that PBI-4050 (800 mg) administered once daily is safe and well tolerated in patients suffering from IPF, the objective of this study was to provide early evidence of clinical benefits of PBI-4050 treatment whether used alone or in addition to either of the current standard of care drugs, nintedanib or pirfenidone. Forty (40) patients were enrolled in the study in six (6) sites across Canada. The baseline characteristics of the subjects enrolled in this study were similar to those enrolled in prior IPF randomized controlled studies conducted by other pharmaceutical companies, namely ASCEND and INPULSIS.

Of a total of 40 subjects enrolled in the study, 9 subjects received PBI-4050 alone, 16 received PBI- 4050 & nintedanib and 15 received PBI-4050 & pirfenidone.

The results of the study showed that the mean change from baseline to Week 12 for Forced Vital Capacity (“FVC”), the total amount of air exhaled during a forced breath, was either positive (+1.9 mL) or nearly unchanged (-12.2 mL) for PBI-4050 + nintedanib and PBI-4050 alone, respectively, but was reduced (102.0 mL) for PBI-4050 + pirfenidone. PBI-4050 pharmacokinetics were reduced for PBI-4050/pirfenidone, suggesting a possible drug-drug interaction. PBI-4050’s concentration in plasma was found to be sub-therapeutic at 50% of the expected level in patients that received the PBI-4050 and pirfenidone combination. See figure below.

 

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LOGO

There were no serious adverse events requiring PBI-4050’s discontinuation. The most frequent adverse event seen in all groups was diarrhea, but this was less significant in the subjects treated with PBI-4050 alone than in the groups receiving either of the currently approved drugs for the treatment of IPF, which are well-known for their severe side effects. This study has provided data to support the safety and tolerability of PBI-4050 in IPF patients receiving the current standard of care.

Prometic also presented new clinical data assessing the effect of its lead small molecule candidate, PBI-4050, on blood biomarkers for the treatment of idiopathic pulmonary fibrosis at the American Thoracic Society (“ATS”) 2018 International Conference. The data presented included:

 

   

PBI-4050 significantly increased levels of biomarkers known to have antifibrotic effects. Following 12 weeks of treatment, PBI-4050 increased the levels of IL-9, known to have antifibrotic activity, by 35% (p < 0.05); IL-7, which acts as a counter-regulator to the pro-fibrotic cytokine TGF-ß, by 14% (p < 0.05); and MIP-1ß, of which an increase may reflect a change in the balance between a pro-fibrotic and an inflammatory, wound-healing environment, by 11% (p < 0.05).

 

   

PBI-4050 positively affected IL-1Ra, which could have a protective role in fibrotic diseases, by 98% (p = 0.08).

 

   

PBI-4050 in combination with nintedanib significantly decreased CCL-18 levels by 10% (p < 0.01). CCL-18 is a recognized marker of disease severity and elevated levels in serum are associated with a high-risk of disease progression.

Prometic received IND approval from the FDA to commence its PBI-4050 pivotal phase 3 clinical trial in patients suffering from IPF and has reached an agreement on the design of the trial.

Based on recommendations from the FDA, Prometic now will undertake an “all comers study”. The enrollment criteria will be greatly simplified so that the study will enroll patients with mild-to-moderate IPF, regardless of whether they are on background standard of care with nintedanib (OFEV®) or not. Therefore, the study will provide efficacy data on both PBI-4050 as a stand-alone drug candidate, and as an add-on to nintedanib, and will be part of the dataset to support a simple, all-inclusive indication “for the treatment of IPF”. Patients will be randomized to receive placebo, or one of two doses of PBI-4050 (800 mg or 1,200 mg) for a total of 52 weeks. An interim analysis will be conducted at 26 weeks. The primary endpoint is the annual rate of decline in forced vital capacity, the total amount of air exhaled during a forced breath, (expressed in mL) and measured over 52 weeks (mL/year). Patients taking pirfenidone will be excluded because of a known drug-drug interaction between pirfenidone and PBI-4050. The Corporation expects to initiate this placebo controlled, pivotal phase 3 IPF clinical trial in 2018. It has already identified the CRO to manage the execution of the clinical trial as well as clinical sites across the USA and Canada.

 

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There are several other clinical indications with unmet medical needs that the Corporation is considering pursuing in due course. For instance, the positive clinical effect observed in the heart of AS patients bodes well for clinical program targeting various cardiomyopathies. Similarly, positive clinical effects observed on kidney and the liver of Type 2 Diabetes with Metabolic Syndrome (“T2DMS”) and AS patients supports the potential expansion of the clinical program in NASH and/or CKD. Such programs may be pursued with PBI-4050 and/or with follow-on analogues such as PBI-4547 and PBI-4425. These two drug candidates are amongst several analogues that have demonstrated similar performance to PBI-4050 in preclinical models, and in some cases, even superior performance. This portfolio of follow-on analogues provides Prometic with the opportunity to specifically target other indications with these two drug candidates, and expand commercial and partnering opportunities. The manufacturing processes for both PBI-4547 and PBI-4425 have been scaled up to enable the commencement of their respective clinical programs in 2018.

The Corporation intends to fund the development program for the above-mentioned compounds through a combination of avenues including: funds generated by the Bioseparations and Plasma-derived therapeutics business segments; funding achieved through strategic partnering with other pharmaceutical companies; and funding through financial partnerships or equity or debt funding initiatives.

Alström Syndrome (“AS”)

AS is a rare inherited autosomal recessive syndrome characterized by the onset of obesity in childhood or adolescence, type 2 diabetes with severe insulin resistance, dyslipidemia, hypertension and severe multi-organ fibrosis, involving the liver, kidney and heart. AS is also characterized by a progressive loss of vision and hearing, a form of heart disease that enlarges and weakens the heart muscle (dilated cardiomyopathy), and short stature. This AS disorder can also cause serious or life-threatening medical problems involving the liver, kidneys, bladder, and lungs.

To date, no satisfactory method of treatment has been approved in the USA for patients affected by AS. The clinical trial in AS patients is a very challenging test of the efficacy of PBI-4050. Prometic is currently investigating the effects of PBI-4050 on multiple organs in AS patients in an ongoing, open label, phase 2, clinical study in the UK with plans to expand the clinical program, both in the USA and elsewhere in Europe, once an optimal regulatory pathway has been defined with the FDA and the European Medicines Agency, respectively.

The on-going AS study is an open-label, single-arm, phase 2 clinical trial in which the patients are treated with PBI-4050 (800 mg) once daily. Each patient is evaluated against their respective baseline and against their respective historical disease progression trend whenever available, given the severity of their medical conditions. The clinical study has enrolled 12 subjects. Given the evidence of clinical benefit and continuing safety and tolerability, the Data Safety Monitoring Board (“DSMB”) and Medicines and Healthcare products Regulatory Agency (“MHRA”) have allowed for two successive extensions of the duration of treatment. The duration of treatment has been extended from the original 24 weeks for an additional 36 weeks, and then once more for a further 12 weeks (a total of 72 weeks).

In addition to safety and tolerability endpoints, key secondary endpoints in this study include the assessment of the effect of PBI-4050 on liver stiffness using transient elastography (FibroScan®) as well as on the fat content and fibrosis burden in the liver using MRI. In addition, the effect of PBI-4050 on glucose, insulin, and lipid dynamics using the hyperinsulinemic-euglycemic clamp test, the histological appearances seen in fat biopsies as well as the effect on additional pro-inflammatory and inflammatory, fibrotic, diabetic, and obesity biomarkers in blood and urine are also evaluated. The Corporation is pursuing the collection of the results of up to 10 years of prior investigations of particular relevance in documenting the disease course, including MRIs of the heart and FibroScan® results of the liver.

 

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To date, the subjects have received on average in excess of 52 weeks of treatment with PBI-4050. PBI-4050’s safety and tolerability has been confirmed over this extended period. A brief summary of the most significant findings is presented below.

Fibroscan results from the 10 subjects who received at least 36 weeks of treatment showed a statistically significant improvement in the measure of liver stiffness, from a mean of 10.2 kPa at baseline to a mean of 8.1 kPa at last measurement, an absolute decrease of 2.1 kPa (p = 0.0219, 95% CI -3.52, -0.46). Fibroscan is a non-invasive technique for clinical assessment of liver fibrosis with a high degree of accuracy and reproducibility, especially in patients with established fibrosis (³ F2) (Cassinotto 2016). FibroScan® measurements for all patients were carried out by a single, experienced operator. To ensure test reliability, a minimum of 10 valid readings were taken per patient, with a required success rate of at least 60% and an interquartile range of <=30% of the median value.

Liver MRI data also indicated a mean reduction of -11% in the T1-corrected score between baseline and last available measurement (p=0.0195, 95% CI: -92.3, -9.8), which supports an improvement of liver fibrosis.

In addition to the preliminary evidence of efficacy observed on liver fibrosis presented above, analysis of the interim cardiac MRI data indicates a reduction of cardiac fibrosis in each patient after initiation of treatment with PBI-4050 (p<0.001). The figure below illustrates the progression of cardiac fibrosis expressed as a percent increase of the MRI score for each patient for whom three years or more of fibrosis data were available, and the reversal of said progression when patients were treated with PBI-4050. The length of the red dashed lines corresponds to the duration of fibrosis data and the length of the green dashed lines to the duration of PBI-4050 treatment for each patient.

 

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LOGO

A major reduction of key urine biomarkers of ongoing kidney injury in the 12 subjects for whom Week 24 results are available was also observed. Finally, positive effects on other parameters of the liver and the fat tissue have also been observed and have been presented at scientific conferences.

The Corporation also recently published summary liver and fat biopsies analysis data. Dysfunctional adipose tissue involving enlargement of fat cells is known to increase cardiometabolic risk. In AS patients, fat tissue is characterized with significant enlargement and coalescence of adipocytes forming giant vesicular vacuolation/steatosis. After 24 weeks of treatment with PBI-4050, adipocytes were more distinct, were smaller in size and no coalescence was observed.

 

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LOGO

The fat biopsy taken from this Alström patient revealed normal vascular morphology was restored after 24 weeks of treatment with PBI-4050 (picture below).

 

LOGO

A key metabolic effect of insulin is to suppress the production of glucose by the liver (endogenous glucose production (EGP)). Improvement of the liver function in AS patients was measured by the insulin clamp technique which confirmed a significant reduction of EGP and reduction of hepatic liver resistance after 24 weeks of PBI-4050 treatment.

Given the very encouraging clinical results in the AS patients observed to date, the Corporation is meeting with the FDA and EMA this summer to discuss and agree on the possible regulatory path forward for such indication, and therefore anticipates expanding its clinical program in AS patients in 2018 to include more specialized centers in the USA and in Europe. The meetings are a critical step to determine whether this ultra-rare pediatric disorder could be a stand-alone indication to pursue as a commercial priority.

 

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Type 2 Diabetes with Metabolic Syndrome (“T2DMS”)

Several preclinical models used to demonstrate the pharmacological activity of PBI-4050 involve the presence of diabetes, obesity, hypertension leading to an accelerated rate of fibrosis in the liver, kidney and pancreas and premature death. Mice models such as the db/db eNOS-/- mouse model performed at the University of Vanderbilt or db/db uni-nephrectomized mouse model performed at Prometic helped demonstrate that the combined effect of PBI-4050 in reducing fibrosis and macrophage infiltration in fat tissue, in the pancreas, the kidney and the liver not only improved the status of these organs and the survival of the animals compared to control, but also significantly reduced blood glucose level. Given that the demonstration of fibrosis reduction in humans requires trials with long term exposure, the Corporation initiated a first phase 2 trial in patients who present symptoms like the ones described in the db/db eNOS-/- mouse model: Type 2 diabetes with metabolic syndrome. While this is not a medical indication that the Corporation seeks to ultimately target commercially with PBI-4050, the purpose of this study was to quickly ascertain whether the pharmacological activity observed in preclinical animal models translated to humans. Particular attention was placed on the blood sugar levels in a phase 2 clinical trial given that this effect should be measurable in a manner of 8 to 12 weeks.

This study met its primary and secondary endpoints. In addition to safety and tolerability, the study evaluated the effects of PBI-4050 on metabolic syndrome parameters and on pro-inflammatory/fibrotic and diabetic biomarkers in blood and urine. In this open label Phase 2 clinical trial, PBI-4050 (800 mg) was administered once daily to 24 patients already being treated with “standard of care” drug regimens for a period of 12 weeks. Twelve of these patients were enrolled in an additional 12 week extension throughout which the efficacy and safety observed at 12 weeks was also maintained at 24 weeks. PBI-4050 has been well tolerated with no serious drug related adverse events.

The pharmacological activity of PBI-4050 was confirmed through the clinically significant reduction in glycated hemoglobin concentration (“HbA1c”) between screening and Week 12. For instance, the 15 patients with a screening (HbA1c) ³ 7.5 experienced a clinically significant mean decrease of – 0.75% (p = 0.0004). The 12 patients who participated in the study’s 12-week extension had a mean HbA1c of 7.7 at screening and experienced a reduction of – 0.8% at week 24. These clinical results bode well for PBI-4547 which has demonstrated even more pronounced effects on metabolic parameters in preclinical models compared to PBI-4050.

Plasma-derived therapeutics segment

The Plasma-derived therapeutics segment comprises several operating subsidiaries the principal subsidiaries being:

 

   

Prometic Bioproduction Inc. (“PBP”), based in Laval, Quebec, Canada;

 

   

Prometic Biotherapeutics Inc. (“PBT”), based in Rockville, Maryland, U.S.;

 

   

Prometic Biotherapeutics Ltd. (“PBT Ltd”), based in Cambridge, U.K.;

 

   

NantPro Biosciences LLC (“NantPro”) based in Delaware, U.S.;

 

   

Prometic Plasma Resources Inc. (“PPR”), the plasma collection center based in Winnipeg, Manitoba, Canada;

 

   

Prometic Plasma Resources USA, Inc. (“PPR USA”), the plasma collection center based in Buffalo, NY, U.S.; and

 

   

Telesta Therapeutics Inc. (“Telesta”), the net assets and operating expenses related to the production facilities located in Belleville, Ontario, Canada and Pointe-Claire, Québec, Canada.

The Plasma-derived therapeutics segment includes our plasma-derived therapeutics platform, which enables the development of our pipeline of biopharmaceutical candidates. This is achieved by leveraging our proprietary affinity technology, which enables a highly-efficient extraction and purification process of therapeutic proteins from human plasma. The Corporation’s primary focus is to develop plasma-derived therapeutics targeting unmet medical conditions and rare diseases in both established and emerging markets.

 

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The Corporation intends to initially focus on:

 

   

Filing amendments to its BLA with the US Food and Drug Administration (“FDA”), and thereafter to successfully commercialize RyplazimTM (plasminogen) in North America independently for the treatment of congenital plasminogen deficiency, once approved.

 

   

Develop and obtain regulatory approval and successfully commercialize RyplazimTM (plasminogen) for the treatment of other indications where acute plasminogen deficiency is known to be the source of medical complications (e.g. thrombosis, ALI/ARDS, IPF).

 

   

Develop a first US plasma collection center (in Buffalo, NY) to be used in the future as a blueprint and training site for subsequent US centers, which will only be considered once funding is available.

Thereafter, the Corporation will:

 

   

Advance our other plasma-derived drug candidates (e.g. IVIG) through clinical development and leverage our plasma purification platform to discover and develop new drug candidates (e.g. IAIP).

 

   

Develop and obtain regulatory approval and successfully commercialize Plasminogen (sub-cutaneous) for hard-to-treat wounds such as TMP and DFU.

 

   

Build a leading, fully integrated, commercial organization with a specialized MSL and sales force and focused team.

 

   

Invest in its plasma protein manufacturing and raw material sourcing capabilities.

 

   

Create value through strategic collaborations and indication and/or regional geographic commercial agreements.

Pipeline Overview

Lead Drug Product Candidate—Plasminogen

Ryplazim (plasminogen) is the first biopharmaceutical expected to be launched commercially pending the review and approval of the amendments to its BLA (Biologic License Application) that will be submitted to the FDA for the treatment of congenital plasminogen deficiency.

Plasminogen is a naturally occurring protein that is synthesized by the liver and circulates in the blood. Activated plasminogen, plasmin, is a fundamental component of the fibrinolytic system and is the main enzyme involved in the lysis of blood clots and clearance of extravasated fibrin. Plasminogen is therefore vital in wound healing, cell migration, tissue remodeling, angiogenesis and embryogenesis.

The most common and visible lesion associated with plasminogen deficiency is ligneous conjunctivitis, which is characterized by thick, woody (ligneous) growths on the conjunctiva of the eye, and if left untreated, can lead to corneal damage and blindness. Ligneous growths tend to recur after surgical excision, thereby requiring multiple surgeries. While ligneous conjunctivitis is the best characterized and visible lesion, congenital plasminogen deficiency is a multi-systemic disease that can also affect the ears, sinuses, tracheobronchial tree, genitourinary tract, and gingiva. Tracheobronchial lesions including hyper viscous secretions can result in respiratory failure. Hydrocephalus has also been reported in children with severe hypoplasminogenemia, apparently related to the deposition of fibrin in the cerebral ventricular system.

Patients may be born with the inability to produce sufficient plasminogen naturally, a condition referred to as congenital plasminogen deficiency or suffer an acute or acquired deficiency following a trauma or an illness. While our first priority is to provide the treatment of congenital plasminogen deficiency, the Corporation intends to further expand the clinical uses of plasminogen as a priority over the coming years.; Prometic has been working on pursuing new indications such as acquired plasminogen deficiency in critical care such as thrombolysis disorders, severe burns and acute exacerbations in IPF patients. The expansion of the plasminogen development program enables the Corporation to initially target multiple clinical indications with unmet medical needs and leverage the same proprietary formulation for intravenous administration (Ryplazim (human plasminogen)). Some extended indications such as tympanic repair will leverage the same Active Pharmaceutical Ingredient (“API”) via different formulations and presentations.

 

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Combined with market exclusivity and significant growth opportunity, plasminogen is prioritized over advancing certain previously disclosed follow-on therapeutics with competitive landscapes such as C1 Esterase Inhibitor (“C1-INH”).

In a phase 2/3 clinical trial for the treatment of congenital plasminogen deficiency, Ryplazim (plasminogen) met its primary and secondary endpoints following the intravenous administration of Ryplazim (plasminogen) to patients. In addition to being well tolerated and without any drug related serious adverse events, our Ryplazim (plasminogen) treatment achieved a 100% success rate of its primary end point, namely, a targeted increase in the blood plasma concentration level of plasminogen as a surrogate target. Moreover, all patients who had active visible lesions when enrolled in the trial had complete healing of their lesions within weeks of treatment, a 100% patient response rate for this secondary end point.

The Corporation disclosed new long term clinical data in July 2017 from its pivotal phase 2/3 trial of Ryplazim TM (plasminogen) regarding the additional 36 weeks treatment period. The new data demonstrated that its plasminogen treatment prevented the recurrence of lesions in the 10 patients treated with Ryplazim TM (plasminogen) for a total of 48 weeks. Since then and as of April 2018, over 3,200 Ryplazim (plasminogen) infusions have been performed with no safety or tolerability issues related to this longer-term dosing and still no recurrence of lesions.

Ryplazim (plasminogen) for the treatment of congenital plasminogen deficiency has been granted rare pediatric designation by the FDA which may make it eligible to receive a Priority Review Voucher (PRV) upon regulatory approval by the FDA. Ryplazim (plasminogen) has also been granted Fast Track status by the FDA and has been granted Orphan Drug designation by both the FDA and the EMA.

In anticipation of the commercial launch of Ryplazim (plasminogen) in the USA and Canada, the Corporation has started to buildout its commercial foot print with the hiring of seasoned medical science liaisons (“MSLs”) and a salesforce. In addition to providing a full “concierge” service for congenital plasminogen deficient patients requiring lifetime home infusion of Ryplazim (plasminogen), when granted marketing approval, the Corporation will also focus on sales thereof to tier-1 hospitals across the USA and Canada. This represents an estimated 120 hospitals with over 500 beds, intensive care units and trauma care units which deal with the majority of severely compromised patients with congenital plasminogen deficiency.

On March 28, 2018, Prometic provided an update on the status of the U.S. Food and Drug Administration review of its Biologics License Application (“BLA”) for Ryplazim (plasminogen), an investigational plasminogen replacement therapy for the treatment of congenital plasminogen deficiency.

The current BLA filing includes the clinical data on 10 patients with 12 weeks of data for an accelerated regulatory pathway. Since filing the current BLA, Prometic has accumulated additional clinical data encompassing more than 3,700 infusions of Ryplazim (plasminogen) over treatment periods exceeding 48 weeks during which similar clinical activity and tolerability profiles, as previously reported, were observed. The original guidance from the FDA was for Prometic to submit such long-term clinical data in a supplemental BLA in order to secure full licensure in 2019. Full licensure would provide for the long-term efficacy and safety data to be included in the prescribing information of Ryplazim (plasminogen) which would further support Prometic’s claims of the strong health economics benefit associated with the use of Ryplazim (plasminogen). The Corporation continues to supply Ryplazim, to those patients enrolled in the original clinical trials.

The FDA’s review of the BLA raised no issues regarding the clinical data for the accelerated approval. The FDA has, however, identified the need for Prometic to make a number of changes in the Chemistry, Manufacturing and Controls (“CMC”) section of its BLA. These changes require the implementation and validation of additional analytical assays and “in-process controls” in the manufacturing process of Ryplazim (plasminogen). It is necessary to continue manufacturing additional Ryplazim (plasminogen) lots to support the implementation and validation of these process changes.

 

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The FDA requested that such CMC data be submitted as an amendment to the current BLA and has invited Prometic to also submit the long-term (48-week) clinical data at the same time instead of through the originally agreed upon supplemental BLA process. This will allow the FDA to consider granting full-licensure under the current BLA. If granted, this is expected to allow a faster sales ramp-up from launch than could have been achieved had provisional licensure been obtained by the current PDUFA date.

The FDA indicated that the submission of the new CMC data will not impact the previously granted designations, including the Priority Review Status, the Orphan Drug Designation and the Rare Pediatric Disease Designation for Ryplazim (plasminogen) for the treatment of congenital plasminogen deficiency.

The Corporation continues to interact with the FDA regarding the filing of its BLA amendment. It has also engaged external consultants to assist with this, and will provide further updates as to timelines in due course.

The Corporation decided to sell the excess plasma it had built up in anticipation of increased production activity that would have followed the approval of the BLA, therefore releasing an important amount of the cash tied up in its raw materials inventory. In April 2018, The Corporation completed a sale for $14.0 million of plasma in exchange for an immediate cash payment. As the market spot price at which this sale was negotiated was slightly below our contract price and USD/CAD exchange has varied from the time the plasma was purchased by Prometic, a net realisable value write-down of the plasma inventory was taken in Q1 2018, in the amount of $1.5 million, since the terms of the sale were known at this time.

Ryplazim (plasminogen) in critical care indications associated with acquired plasminogen deficiencies

The Corporation will initiate a series of additional clinical programs to demonstrate the potential efficacy of Ryplazim (plasminogen) to address unmet medical needs and fatalities associated with “acquired plasminogen deficiencies”. Such acquired plasminogen deficiencies occur in some medical conditions such as ARDS or in diabetic patients with uncontrolled and elevated blood glucose. ARDS affects 190,000 Americans every year with a 30%-40% mortality rate, and it is documented in literature that one of the complications in these patients is the accumulation of fibrin / fibrous material in the lungs. Preclinical models have demonstrated that treatment with plasminogen helps overcome the accumulation of fibrin (as indicated by the red arrow in the figure below).

In a gold-standard animal model proven to emulate pulmonary fibrosis in humans, Prometic’s Ryplazim (plasminogen) performed favourably compared to recently approved IPF drugs to treat this condition (see figure below). Ryplazim (plasminogen) significantly reduced tissue scarring (% collagen) in the lungs that was observed in non-treated animals, indicating the potential for providing clinically significant improvement and stabilization in lung function.

 

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LOGO

The fibrinolytic systems play a central role in wound healing and tissue repair, a process believed to be abnormal within the IPF affected lung. Animal models of pulmonary fibrosis have demonstrated an imbalance between thrombosis and fibrinolysis within the alveolar compartment, a finding that is also observed in IPF patients. Prometic plans to evaluate whether Ryplazim (plasminogen) can help lung function of IPF patients during acute exacerbation episodes which would be both complementary to anti-fibrotic chronic therapy and addressing an unmet medical need in the IPF patient population.

Ryplazim (plasminogen) performed equally well in another preclinical model where this time an acute lung injury was induced by the administration of L-Arginine. The administration of Ryplazim (plasminogen) brought the lung histology score to the same level as the control group.

The Corporation plans to initiate clinical programs in North America for the potential use of Ryplazim (plasminogen) for the treatment of acute exacerbations in patients with ARDS or IPF. Ryplazim (plasminogen) was granted Orphan Drug and Fast Track Designations by the FDA for the treatment of IPF.

 

   

As part of prioritizing tier-1 acquired deficiencies indications relying on Ryplazim IV formulation, the Corporation has decided to limit its initial wound healing clinical program for its Plasminogen (sub-cutaneous) therapy in patients suffering from chronic tympanic membrane perforations (TMPs). Following approval from the Swedish Medical Product Agency (MPA), the Phase 1b/2 clinical trial in patients suffering from chronic TMPs was initiated. This is a dose escalation, randomized, placebo-controlled study designed to investigate the safety, feasibility and initial efficacy of local injections of a novel and proprietary plasminogen formulation for the treatment of chronic TMP. Up to 33 adult patients will in due course be enrolled in 3 distinct cohorts. The study is being conducted at a single center in Sweden, under the supervision of Dr. Cecilia Engmér Berglin, MD, PhD from the Department of Otorhinolaryngology at Karolinska University Hospital in Stockholm, Sweden. The Karolinska University Hospital is the second largest ear/nose/throat center in the world. Five patients have already been dosed in the first cohort and the adjusted plan now is to examine the results in the first 12 patients receiving the first and lowest dose before initiating the subsequent 2 cohorts. This will also provide further safety data for the DFU program.

Plasminogen (sub-cutaneous) – TMPs: A tympanic membrane perforation is essentially a hole in the eardrum, which can result from ear infections, injury, and previous surgery such as ventilation tube placement. In addition to hearing loss, eardrum perforations can result in ear infection and drainage.

 

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Plasminogen (sub-cutaneous) – DFUs: Diabetic foot ulcer is a major complication of diabetes mellitus, and probably the major component of the diabetic foot. Wound healing is an innate mechanism of action that works reliably most of the time. A key feature of wound healing is stepwise repair of lost extracellular matrix (ECM) that forms the largest component of the dermal skin layer. But in some cases, certain disorders or physiological insult disturbs the wound healing process. Diabetes mellitus is one such metabolic disorder that impedes the normal steps of the wound healing process. Many studies show a prolonged inflammatory phase in diabetic wounds, which causes a delay in the formation of mature granulation tissue and a parallel reduction in wound tensile strength.

IVIG for the treatment of Primary Immunodeficiencies Disorder (“PIDD”)

IVIG is the second biopharmaceutical arising from the plasma-derived therapeutics platform that is expected to be launched commercially, when approved. Currently being studied in a non-inferiority pivotal phase 3 open label, single arm, two-cohort multicenter clinical trial that is investigating the safety, tolerability, efficacy and pharmacokinetics of our plasma purified IVIG in a total of 75 patients suffering from PIDD, including 50 adults (cohort 1) and 25 children (cohort 2). The non-inferiority phase 3 clinical trial for IVIG in adults suffering from PIDD was completed in Q1 of 2018, meeting both the clinical primary and secondary endpoints, Prometic’s IVIG demonstrating comparable safety and efficacy data to existing commercial IVIG products without any significant drug related safety issues. The trial involving the pediatric cohort is expected to be completed in Q1 2019.

The primary end point is the rate of clinically documented serious bacterial infections (“SBIs”), defined as bacterial pneumonia, bacteremia and septicemia, osteomyelitis/septic arthritis, bacterial meningitis or visceral abscess. The FDA Guidance for Industry on studies required to support marketing of IVIG states: “…a statistical demonstration of a serious infection rate per person-year less than 1.0 is adequate to provide substantial evidence of efficacy”. Since there were no SBIs observed during the study, Prometic IVIG 10% met this requirement.

Secondary endpoints including episodes of fever (³100.4°F), number of missed days, number of days of hospitalization due to infection, number of days on antibiotics, number of infections other than SBI, and trough IgG level were comparable between Prometic’s IVIG and commercial drugs. Only 4.94 days/subject/year were lost from work with Prometic IVIG 10%, which was significantly less than the rate observed while on commercial product.

Primary immunodeficiencies are disorders in which part of the body’s immune system is missing or does not function normally. To be considered a primary immunodeficiency, the cause of the immune deficiency must not be secondary in nature (i.e., caused by other disease, drug treatment, or environmental exposure to toxins). Most primary immunodeficiencies are genetic disorders; the majority are diagnosed in children under the age of one, although milder forms may not be recognized until adulthood. While there are over 100 recognized PIDDs, most are very rare. About 1 in 500 people in the United States are born with a primary immunodeficiency1. Immune deficiencies can result in persistent or recurring infections, autoinflammatory disorders, tumors, and disorders of various organs. There are currently no cures for these conditions; treatment is palliative and consists of managing infections and boosting the immune system.

The Corporation plans to file a New Drug Submission (“NDS”) with Health Canada and a BLA with the FDA. The IVIG regulatory timelines will be updated once the Ryplazim process is locked-in and approved by FDA.

Once approved for sale, Prometic’s production of IVIG in certain of its manufacturing facilities will be coordinated with the production of plasminogen, thus contributing to a higher revenue per liter of plasma processed.

 

1 

Lim MS, Elenitoba-Johnson KS (2004). “The Molecular Pathology of Primary Immunodeficiencies”. The Journal of molecular diagnostics : JMD. 6 (2): 59–83. doi:10.1016/S1525-1578(10)60493-X. PMC 1867474 PMID 15096561.

 

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NantPro, a subsidiary of the Corporation, is the entity responsible to commercialize IVIG for treatment of primary immunodeficiency diseases in the USA. These exclusive commercialization rights for IVIG for PIDD in the USA were granted pursuant to a license agreement entered between NantPro and its sister company, PBT, in 2012. PBT has also since then been providing development services for NantPro consisting of pre-clinical and regulatory activities, such as filing of the IND for IVIG for treatment of PIDD as well as preparing for and overseeing the on-going phase 3 clinical trial. NantPro and PBT also entered in an exclusive manufacturing and supply agreement in 2012 whereby NantPro would obtain 100% of its IVIG supply by PBT or an affiliate thereof on its behalf.

Inter Alpha-One Inhibitor protein (“IAIP”) for the treatment of Necrotising Enterocolitis in Neonates (NEC):

Inter Alpha-One Inhibitor protein (“IAIP”) is the third biopharmaceutical arising from the plasma-derived therapeutics platform that is expected to be launched commercially, subject to FDA approval. It is currently in the pre-clinical development phase and the corporation’s intent is to meet with the FDA to define the optimal clinical trial to support the efficacy and safety in neonates suffering from necrotizing enterocolitis (NEC). Prometic’s IAIP for the treatment of NEC has been granted a rare pediatric designation by the FDA which makes it eligible to receive a Priority Review Voucher (PRV) upon regulatory approval by the FDA. IAIP for the treatment of NEC has also been granted both Fast Track status and an Orphan Drug designation by the FDA.

NEC is a devastating inflammatory bowel condition that affects predominantly premature infants. NEC can ultimately destroy the wall of the bowel (intestine) and lead to perforation of the intestine and spillage of stool into the infant’s abdomen, which can result in an overwhelming infection and death. The cause of NEC is not well understood but appears to involve bacteria, injury to the bowel lining, inadequate oxygen supply to the bowel, and an abnormal immune response. Overall, NEC affects an estimated 8,000-12,000 live births each year in the USA. The disease has been reported to affect about 11 percent of very low birthweight infants born before 29 weeks of age. Mortality rates are high and range from about 15% to 30%.

NEC is the most commonly acquired gastrointestinal disease diagnosed in premature neonates and is one of the leading causes of death in neonatal intensive care units. The economic cost of NEC is high, accounting for approximately 19% of neonatal expenditures and an estimated $5 billion per year for hospitalizations in the United States alone. Even when surgery can be avoided, the average cost of hospitalization has been estimated at around $73,000, with a length of stay exceeding 22 days longer than that for other premature infants. However, if surgical care is required, there is an average additional cost of approximately $186,000, and infants require a length of stay 60 days longer than other premature infants.

The Corporation entered into various licensing and R&D service agreements with Prothera Biotherapeutics, Inc (“Prothera”) in 2015 for the purpose of advancing the development of IAIP for the treatment of NEC. Prothera have certain core competencies concerning IAIP that the Corporation does not need to duplicate. With IAIP now being earmarked as a forthcoming follow-on therapeutic to enter the clinic once the Ryplazim BLA is approved, there is a need for the service agreement to be extended. During the quarter ended March 31, 2018, the Corporation entered into an agreement with Prothera whereby it made available a credit facility of US$2 million which shall be disbursed in equal quarterly installments of US$250,000 over the next 2 years.

Other Plasma-Derived Therapeutics

Prometic has developed processes to recover and purify several other proteins from plasma including fibrinogen, Alpha1 antitrypsin, albumin and C1 esterase Inhibitors. Several of these proteins and others for which their respective bioseparation process are under development, will eventually be advanced for clinical development. The Corporation has however elected to prioritize the advancement of multiple indications for its first anticipated plasma-derived product, Ryplazim (plasminogen) in both IV and sub-cutaneous formulations and dosage-forms as a means to accelerate revenue growth generated by the anticipated commercial launch of Ryplazim (plasminogen) and IVIG, as these products receive their respective regulatory approvals.

 

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Plasma-derived segment business update

The Corporation has, on January 29 2018, restructured its relationship with Masterplasma LLC, originally entered into in December, 2014. The parties terminated their original venture due to geopolitical, regulatory and operational risks of having a drug manufacturing facility in Russia for the export of biologicals to North America as well as for the fact that there was an unexpected decline in the local Russian market for plasma-derived therapeutics due to a devalued currency. The parties have however, retained reciprocal optional rights to re-enter into this venture at a future date, should positive changes to market conditions emerge. Further, the Corporation entered into license agreements and option agreements with Masterplasma to in-license and to also have access to strategic technologies, product and process intellectual property, know-how, regulatory files and equipment that it expects to potentially develop, exploit and commercialize under its plasma-derived therapeutics platform and specifically in relation to its proprietary phase 3 clinical assets, Plasminogen and IVIG. Considerations paid for these rights consisted of the issuance of 1,113,342 shares of the Corporation at market price the day of the restructuring, with another 2 tranches to follow at the first and second anniversary dates (1M USD equivalent at the respective 5-day VWAP preceding said 2 anniversary dates). The Corporation also granted Masterplasma 4 million warrants bearing a 5-year term and exercise price of $3.00, to fully vest over the 2 years following the restructuring date.

In April 2018, the Corporation and the non-controlling shareholders of PBP entered into an agreement whereby Prometic acquired the non-controlling shareholders 13% interest in the subsidiary in exchange for 4,712,422 common shares of the Corporation. The transaction was done at this time while the cost to gain the sole ownership of the Laval manufacturing facility is relatively small and this will provide the Corporation with the flexibility it may require in running its manufacturing activities in Canada.

Bioseparations segment

The Bioseparations segment comprises several operating subsidiaries the main one being Prometic Bioseparations Ltd. (“PBL”), based in the United Kingdom (Isle of Man and Cambridge).

Prometic’s Bioseparations segment is known for its world-class expertise in bioseparation, specifically for large-scale purification of biologics and the elimination of pathogens. These technologies are being used by several industry leaders. Prometic has also leveraged its own industry leading affinity technology to develop a highly efficient extraction and purification process of therapeutic proteins from human plasma in order to develop best-in-class therapeutics. The Bioseparations segment supplies the affinity resins to the Plasma-derived therapeutics segment and also to our licensees.

 

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FINANCIAL PERFORMANCE

Amounts in tables are expressed in thousands of Canadian dollars, except per share amounts.

Results of operations

The consolidated statement of operations for the quarter and the six months ended June 30, 2018 compared to the same period in 2017 are presented in the following table.

 

     Quarter ended June 30,      Six months ended June 30,  
     2018      2017      2018      2017  

Revenues

   $ 20,155      $ 3,619      $ 24,447      $ 8,485  

Expenses

           

Cost of sales and other production expenses

     16,406        1,551        21,172        3,941  

Research and development expenses

     24,004        24,528        46,420        48,915  

Administration, selling and marketing expenses

     6,944        8,061        14,647        15,007  

Loss on foreign exchange

     958        303        2,069        519  

Finance costs

     5,332        1,867        9,575        3,241  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss before income taxes

   $ (33,489    $ (32,691    $ (69,436    $ (63,138
  

 

 

    

 

 

    

 

 

    

 

 

 

Income tax recovery:

           

Current

     —          (75      (1      (150

Deferred

     (422      (1,109      (1,753      (2,348
  

 

 

    

 

 

    

 

 

    

 

 

 
     (422      (1,184      (1,754      (2,498
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss

   $ (33,067    $ (31,507    $ (67,682    $ (60,640
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss attributable to:

           

Owners of the parent

     (32,270      (29,513      (63,941      (55,910

Non-controlling interests

     (797      (1,994      (3,741      (4,730
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ (33,067    $ (31,507    $ (67,682    $ (60,640
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss per share

           

Attributable to the owners of the parent

           

Basic and diluted

   $ (0.05    $ (0.04    $ (0.09    $ (0.08
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average number of outstanding shares (in thousands)

     716,373        668,829        714,048        660,459  
  

 

 

    

 

 

    

 

 

    

 

 

 

Revenues

Total revenues for the six months ended June 30, 2018 were $24.4 million compared to $8.5 million during the comparative period of 2017 which represents an increase of $16.0 million. Total revenues for the quarter ended June 30, 2018 were $20.2 million compared to $3.6 million during the comparative period of 2017, representing an increase of $16.5 million.

Revenues in 2018 and 2017 included revenues from product sales, development service revenues and rental revenues. Revenues from each source may vary significantly from period to period.

The following table provides the breakdown of total revenues by source for the quarter and the six months ended June 30, 2018 compared to the corresponding period in 2017.

 

     Quarter ended June 30,      Six months ended June 30,  
     2018      2017      2018      2017  

Revenues from the sale of goods

   $ 19,690      $ 2,678      $ 23,479      $ 7,102  

Revenues from the rendering of services

     329        680        579        881  

Rental revenue

     136        261        389        502  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 20,155      $ 3,619      $ 24,447      $ 8,485  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Revenues from the sale of goods were $23.5 million during the six months ended June 30, 2018 compared to $7.1 million during the corresponding period of 2017, representing an increase of $16.4 million. Revenues from the sale of goods were $19.7 million during the second quarter of 2018 compared to $2.7 million during the corresponding period of 2017, representing an increase of $17.0 million. The increased sales revenues for 2018 are due to a $14.0 million sale of normal source plasma. As a result of the change in the production forecast due to the delay of the BLA approval for Ryplazim (plasminogen), it decided to sell this inventory. Since the Corporation had already set the terms to this transaction during the first quarter, whereby the plasma would be sold at a price below its carrying amount and took a write-down on the inventory at that time to reduce it to its net realizable value, the sale and cost of sales recorded on this transaction are equal, essentially generating no gross margin. The remainder of the increase over the quarter and the six months ended June 30, 2017, is due to an increase in revenues in the Bioseparations segment.

Service revenues declined slightly when comparing the quarter and six months ended June 30, 3018 to the corresponding periods in 2017. Service revenues were $0.6 million during the six months ended June 30, 2018 compared to $0.9 million for the corresponding period of 2017, representing a decrease of $0.3 million. Service revenues were $0.3 million during the second quarter of 2018 compared to $0.7 million during the corresponding period of 2017, representing a decrease of $0.4 million. Both the Bioseparations and the Plasma-derived therapeutics segments generated service revenues.

The Corporation earns rental revenues from the leasing of plant space at the Telesta Belleville manufacturing facility and subleasing of the former Telesta head offices located in Montreal. There were no significant revenues from the Small molecule therapeutics segment.

Cost of sales and other production expenses

Cost of sales and other production expenses were $21.2 million during the six months ended June 30, 2018 compared to $3.9 million for the corresponding period in 2017, representing an increase of $17.2 million. Cost of sales and other production expenses were $16.4 million during the quarter ended June 30, 2018 compared to $1.6 million for the corresponding period in 2017, representing an increase of $14.9 million. This statement of operation caption includes the cost of the inventory sold but also production expenses related to commercial products that are not capitalizable into inventory and inventory write-downs. Of these increases, $14.0 million is due to the increase in volume of sales of goods in the Plasma-derived therapeutics segment as a result of the important sale of normal source plasma. Also contributing to the increase in cost of sales and other production expenses is the write-down of $1.5 million taken during the first quarter in anticipation of this transaction. For this specific transaction, the plasma was sold at a price below it carrying amount on the statement of financial position.

The remainder of the increase in cost of sales and production cost reflects the higher sales in the Bioseparations segment.

Revenues from the sale of goods is composed of different products and the margins on individual products vary significantly. Several Prometic products are custom designed for specific customers. Since key customers tend to place significant orders that may not be repeated on a yearly basis, the sales for individual products, like product sales, in general are quite variable. This is compounded by the fact that a high proportion of sales in a given period usually come from a limited number of customers. If larger customers purchase higher margin product or lower margin product, it will create volatility in the total margins and in the cost of goods sold from period to period. In addition, the size of the orders will affect the batch size used in production. Larger batch sizes render higher gross margins.

Research and development expenses

The R&D expenses for the quarter and the six months ended June 30, 2018 compared to the same period in 2017 broken down into its two main components are presented in the following table.

 

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     Quarter ended June 30,      Six months ended June 30,  
     2018      2017      2018      2017  

Manufacturing and purchase cost of therapeutics to be used in clinical trials

   $ 9,912      $ 7,409      $ 16,214      $ 16,640  

Other research and development expenses

     14,092        17,119        30,206        32,275  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total research and development expenses

   $ 24,004      $ 24,528      $ 46,420      $ 48,915  
  

 

 

    

 

 

    

 

 

    

 

 

 

R&D expenses were $46.4 million during the six months ended June 30, 2018 compared to $48.9 million for the corresponding period in 2017, representing a decrease of $2.5 million. R&D expenses were $24.0 million during the quarter ended June 30, 2018 compared to $24.5 million for the corresponding period in 2017, representing a decrease of $0.5 million.

R&D expenses include the cost to manufacture plasma-derived therapeutics and small molecule therapeutics to be used in clinical trials and for the development of our production processes. The plasma-derived therapeutics are produced at the Laval plant and the Winnipeg CMO while the small molecule therapeutics are manufactured by a third party for Prometic. The manufacturing cost of these therapeutics was $16.2 million during the six months ended June 30, 2018 compared to $16.6 million for the corresponding period in 2017, representing a slight decrease of $0.4 million.

The manufacturing and purchase cost of plasma-derived and small molecule therapeutics to be used in clinical trials and for the development of our production processes was $9.9 million during the quarter ended June 30, 2018 compared to $7.4 million during the corresponding period of 2017, representing an increase of $2.5 million. This increase is principally due to the fact that there was a reduction in production activities at the Laval plant while that facility is focused on addressing the comments received by the FDA during the audit of this facility at the end of 2017 in relation to the review of the BLA for plasminogen. In comparison to the same period of 2017 when the segment was building pre-launch inventory, there were no production expenses capitalized to inventory during the first six months of 2018.

Other R&D expenses were $30.2 million during the six months ended June 30, 2018 compared to $32.3 million for the corresponding period in 2017, representing a decrease of $2.1 million. The decrease is due to a reduction in external clinical trial and pre-clinical testing expenses. This was partially offset by an increase in employee compensation expense and by additional spending on additional analytical assays and consultants assisting Prometic in the implementation of additional in-process controls requested by the FDA in their review of the CMC section of its BLA for congenital plasminogen deficiency.

Other R&D expenses were $14.1 million during the quarter ended June 30, 2018 compared to $17.1 million for the corresponding period in 2017, representing a decrease of $3.0 million mainly due to the reduction in external costs incurred for clinical trials, pre-clinical research. This was partially offset by additional spending on analytical assays and consultants in regards to the manufacturing process for Ryplazim (plasminogen).

Administration, selling and marketing expenses

Administration, selling and marketing expenses declined slightly at $14.6 million during the six months ended June 30, 2018 compared to $15.0 million for the corresponding period in 2017, representing a decrease of $0.4 million.

Administration, selling and marketing expenses were $6.9 million during the quarter ended June 30, 2018 compared to $8.1 million for the corresponding period in 2017, representing a decrease of $1.1 million due mainly to reduction in consulting fees and employee compensation expense.

 

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Share-based payments expense

Share-based payments expense represents the expense recorded as a result of stock options and restricted stock units issued to employees and board members. This expense has been recorded as follows:

 

     Quarter ended June 30,      Six months ended June 30,  
     2018      2017      2018      2017  

Cost of sales and other production expenses

   $ 37      $ 106      $ 91      $ 170  

Research and development expenses

     322        918        792        1,520  

Administration, selling and marketing expenses

     347        1,070        943        1,646  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 706      $ 2,094      $ 1,826      $ 3,336  
  

 

 

    

 

 

    

 

 

    

 

 

 

Share-based payments expense were $1.8 million during the six months ended June 30, 2018 compared to $3.3 million during the corresponding period of 2017, representing a decrease of $1.5 million. Share-based payments were $0.7 million during the quarter ended June 30, 2018 compared to $2.1 million during the corresponding period of 2017, representing a decrease of $1.4 million.

The RSU expense may vary significantly from period to period as certain milestones are met, others increase or decrease in likelihood as projects advance and the time to achieve the milestones before the RSU expiry decreases. The reduction in RSU expense also reflects the lower pace of achievement of corporate objectives, ultimately impacting management remuneration.

The stock option expense is also lower as the cost of the option grants over the last two years has declined, reflecting the lower price of the Corporation’s common shares.

Finance costs

Finance costs were $9.6 million for the six months ended June 30, 2018 compared to $3.2 million during the corresponding period of 2017, representing an increase of $6.3 million. This increase reflects the higher level of debt during the six months ended June 30, 2018 compared to the same period of 2017, reflecting the increase in the OID loans and the amounts drawn on the non-revolving credit facility agreement and the higher cost of borrowing of the non-revolving credit facility. Finance costs were $5.3 million for the quarter ended June 30, 2018 compared to $1.9 million during the corresponding period of 2017, representing an increase of $3.5 million. Total long-term debt on the consolidated statement of financial position was $126 million at June 30, 2018 compared to $67.5 million at June 30, 2017.

Income taxes

The Corporation recorded an income tax recovery of $1.8 million during the six months ended June 30, 2018 compared to $2.5 million for the corresponding period of 2017, representing a decrease of $0.7 million. The Corporation recorded a deferred income tax recovery of $0.4 million during the quarter ended June 30, 2018 compared to $1.2 million for the corresponding period of 2017, representing a decrease of $0.8 million. The primary reason for the income tax recoveries relates to the recognition of deferred tax assets from Prometic’s share of Nantpro’s unused tax losses.

Net loss

The Corporation incurred a net loss of $67.7 million during the six months ended June 30, 2018 compared to a net loss of $60.6 million for the corresponding period of 2017, representing an increase in the net loss of $7.0 million. The Corporation incurred a net loss of $33.1 million during the quarter ended June 30, 2018 compared to a net loss of $31.5 million for the corresponding period of 2017, representing an increase of $1.6 million. The net loss for the six months ended June 30, 2018 is higher mainly due to the increase in financing cost of $6.3 million and the inventory write-down of $1.5 million. This was partially offset by the decrease in R&D of $2.5 million during the six months ended June 30, 2018 compared to the corresponding period in 2017.

 

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EBITDA analysis

The Adjusted EBITDA for the Corporation for the quarter and the six months ended June 30, 2018 and 2017 are presented in the following tables:

 

     Quarter ended June 30,      Six months ended June 30,  
     2018      2017      2018      2017  

Net loss

   $ (33,067    $ (31,507    $ (67,682    $ (60,640

Adjustments to obtain Adjusted EBITDA

           

Loss (gain) on foreign exchange

     958        303        2,069        519  

Finance costs

     5,332        1,867        9,575        3,241  

Income tax recovery

     (422      (1,184      (1,754      (2,498

Depreciation and amortization

     1,429        1,075        2,711        2,081  

Share-based payments expense

     706        2,094        1,826        3,336  
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ (25,064    $ (27,352    $ (53,255    $ (53,961
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA is a non-GAAP measure that is not defined or standardized under IFRS and it is unlikely to be comparable to similar measures presented by other companies. The Corporation believes that Adjusted EBITDA provides an additional insight in regards to the cash used in operating activities on an on-going basis. It also reflects how management analyzes the Corporation’s performance and compares that performance against other companies. In addition, we believe that Adjusted EBITDA is a useful measure as some investors and analysts use EBITDA and similar measures to compare the Corporation against other companies. Adjusted EBITDA adjusts Net loss for the elements presented in the table above. Inventory write-downs are not excluded from this measure.

Total Adjusted EBITDA for the Corporation was consistent at $(53.3) million for the six months ended June 30, 2018 compared to $(54.0) million for the comparative period of 2017, representing a decrease in Adjusted EBITDA loss of $0.7 million. and at $(25.1) million for the quarter ended June 30, 2018 compared to $(27.4) million for the comparative period of 2017, representing an increase in EBITDA of $2.3 million, reflecting the ongoing cost control measures.

Segmented information analysis

For the six months ended June 30, 2018 and 2017

The profit (loss) for each segment and the net loss before income taxes for the total Corporation for the six months ended June 30, 2018 and 2017 are presented in the following tables.

 

For the six months ended June 30, 2018

   Small
molecule
therapeutics
    Plasma-
derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 14,961     $ 9,416      $ 70     $ 24,447  

Intersegment revenues

     —         14       319        (333     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     —         14,975       9,735        (263     24,447  

Cost of sales and other production expenses

     —         16,531       4,795        (154     21,172  

R&D - Manufacturing and purchase cost of therapeutics to be used in clinical trials

     46       16,292       —          (124     16,214  

R&D - Other expenses

     9,186       17,623       3,397        —         30,206  

Administration, selling and marketing expenses

     1,812       5,719       1,502        5,614       14,647  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (11,044   $ (41,190   $ 41      $ (5,599   $ (57,792

Loss on foreign exchange

              2,069  

Finance costs

              9,575  
           

 

 

 

Net loss before income taxes

            $ (69,436
           

 

 

 

Other information

           

Depreciation and amortization

   $ 257     $ 1,792     $ 495      $ 167     $ 2,711  

Share-based payment expense

     325       496       124        881       1,826  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

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For the six months ended June 30, 2017

   Small
molecule
therapeutics
    Plasma-
derived
therapeutics
    Bioseparations     Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 1,414     $ 7,038     $ 33     $ 8,485  

Intersegment revenues

     —         18       812       (830     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     —         1,432       7,850       (797     8,485  

Cost of sales and other production expenses

     —         1,201       3,421       (681     3,941  

R&D - Manufacturing and purchase cost of therapeutics to be used in clinical trials

     1,111       15,613       —         (84     16,640  

R&D - Other expenses

     7,937       20,804       3,531       3       32,275  

Administration, selling and marketing expenses

     1,634       5,726       1,278       6,369       15,007  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment loss

   $ (10,682   $ (41,912   $ (380   $ (6,404   $ (59,378

Loss on foreign exchange

             519  

Finance costs

             3,241  
          

 

 

 

Net loss before income taxes

           $ (63,138
          

 

 

 

Other information

          

Depreciation and amortization

   $ 200     $ 1,278     $ 442     $ 161     $ 2,081  

Share-based payment expense

     552       836       157       1,791       3,336  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Small molecule therapeutics segment

The segment loss for small molecule therapeutics was $11.0 million during the six months ended June 30, 2018 compared $10.7 million during the corresponding period, a slight increase of $0.3 million mainly due to the increase in other R&D expenses which includes the cost of clinical trials and pre-clinical research that were partially offset by a decline in the cost of the therapeutics purchased from third party manufacturers to be used for clinical trials and pre-clinical research.

Plasma-derived therapeutic segment

The revenues for the Plasma-derived therapeutics segment are usually generated from the sales of specialty plasma to third parties, the provision of services to licensees and some rental revenues coming from the leasing of a portion of the Belleville plant. During the second quarter of 2018, the segment sold $14.0 million of normal source plasma. As a result of the change in the production forecast due to the delay of the BLA approval for Ryplazim (plasminogen), it decided to sell this inventory. The normal source plasma was sold at $14.0 million below its carrying amount of $15.6 million.

The manufacturing cost of plasma-derived therapeutics to be used in clinical trials and for the development of our production processes was slightly higher during the six months ended June 30, 2018 at $16.3 million compared to $15.6 million during the corresponding period of 2017., The difference is comprised of lower sums capitalized to inventory offset by lower CMO charges in in Winnipeg.

Other R&D expenses were $17.6 million during the six months ended June 30, 2018 compared to $20.8 million during the corresponding period of 2017 representing a decrease of $3.2 million. The decrease is mainly due to the reduction in the clinical trial and pre-clinical research expenses which were partially offset by additional spending in relation to the implementation and validation of additional analytical assays and “in-process” controls in the manufacturing of Ryplazim (plasminogen).

Similar to the overall R&D expenditures, administration, selling and marketing expenses remained stable resulting in the segment loss remaining at similar levels. The segment loss for the six months ending June 30, 2018 was $41.2 million compared to $41.9 million for the corresponding period.

Bioseparations segment

The revenues for the Bioseparations segment are generated mainly from sales of goods and the provision of resin development services to external customers but the segment also generates the same type of revenues from its transactions with the Plasma-derived therapeutics segment. Revenues for the segment increased by $1.9 million for the six months ended June 30, 2018 compared to the corresponding period of 2017 of which $2.4 million is an increase due to the external revenues and $0.5 million is a decrease due to Intersegment revenues. The external sales increased as a result of higher sales revenue in GBP compounded by a higher CAD/GBP exchange rate this year compared to the same period in 2017. The cost of sales and other production expenses increased in line with the increase in sales.

 

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The Bioseparations segment results broke-even during the six months ended June 30, 2018 compared to a slight loss of $0.4 million during the corresponding period in 2017.

For the quarters ended June 30, 2018 and 2017

The profit (loss) for each segment and the net loss before income taxes for the total Corporation for quarters ended June 30, 2018 and 2017 are presented in the following tables.

 

For the quarter ended June 30, 2018

   Small
molecule
therapeutics
    Plasma-
derived
therapeutics
    Bioseparations     Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 14,438     $ 5,682     $ 35     $ 20,155  

Intersegment revenues

     —         —         202       (202     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     —         14,438       5,884       (167     20,155  

Cost of sales and other production expenses

     —         14,427       2,063       (84     16,406  

R&D - Manufacturing and purchase cost of therapeutics to be used in clinical trials

     44       9,961       —         (93     9,912  

R&D - Other expenses

     4,238       8,238       1,616       —         14,092  

Administration, selling and marketing expenses

     915       2,811       749       2,469       6,944  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ (5,197   $  (20,999   $ 1,456     $ (2,459   $ (27,199

Loss on foreign exchange

             958  

Finance costs

             5,332  
          

 

 

 

Net loss before income taxes

           $ (33,489
          

 

 

 

Other information

          

Depreciation and amortization

   $ 126     $ 965     $ 252     $ 86     $ 1,429  

Share-based payment expense

     154       193       56       303       706  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the quarter ended June 30, 2017

   Small
molecule
therapeutics
    Plasma-
derived
therapeutics
    Bioseparations     Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 691     $ 2,895     $ 33     $ 3,619  

Intersegment revenues

     —         13       333       (346     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     —         704       3,228       (313     3,619  

Cost of sales and other production expenses

     —         400       1,392       (241     1,551  

R&D - Manufacturing and purchase cost of therapeutics to be used in clinical trials

     245       7,209       —         (45     7,409  

R&D - Other expenses

     4,730       10,358       2,030       1       17,119  

Administration, selling and marketing expenses

     1,084       3,442       636       2,899       8,061  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment loss

   $ (6,059   $ (20,705   $ (830   $ (2,927   $ (30,521

Loss on foreign exchange

             303  

Finance costs

             1,867  
          

 

 

 

Net loss before income taxes

           $ (32,691
          

 

 

 

Other information

          

Depreciation and amortization

   $ 100     $ 663     $ 227     $ 85     $ 1,075  

Share-based payment expense

     353       506       80       1,155       2,094  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Small molecule segment

The segment loss for small molecule therapeutics decreased by $0.9 million during the quarter ended June 30, 2018 compared to the corresponding period in 2017 mainly due to the similar reduction in R&D expenditures. The decrease reflects the reduction of expenses relating to trials that are completed and the delay in launching certain new programs for which funding has yet to be secured.

Plasma-derived therapeutics segment

The segment loss for plasma-derived therapeutics remained at similar levels during the quarter ending June 30, 2018 compared to the corresponding period in 2017. The increase in net sales due to the $14.0 million sale of normal source plasma during the quarter generated a gross margin of nil, therefore not impacting on the profitability of the current quarter. The cost of manufacturing the therapeutics to be

 

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used for clinical trials and for the development of our production processes increased but this was almost offset by the decline in other R&D expenses. Administration, selling and marketing expenses declined during the quarter ended June 30, 2018 compared to the corresponding period in 2017 offsetting the slight increase in total R&D expenses.

Bioseparations segment

Revenues for the segment increased by $2.7 million for the quarter ended June 30, 2018 compared to the corresponding period of 2017 mainly has a result of higher product sales to third parties. The increase in the sales and the margin contribution resulted in the segment recording a profit of $1.5 million during the quarter ended June 30, 2018 compared to the corresponding period in 2017.

Financial condition

The consolidated statements of financial position at June 30, 2018 and December 31, 2017 are presented in the following table followed by a discussion of the key changes in the statement of financial position between both dates.

 

     June 30,
2018
     December 31,
2017
 

Cash

   $ 11,821      $ 23,166  

Accounts receivable

     7,036        6,839  

Income tax receivable

     3,085        4,116  

Inventories

     23,192        36,013  

Prepaids

     2,774        2,141  
  

 

 

    

 

 

 

Total current assets

     47,908        72,275  

Long-term income tax receivable

     113        108  

Other long-term assets

     9,194        8,663  

Capital assets

     45,615        45,254  

Intangible assets

     162,500        156,647  

Deferred tax assets

     926        926  
  

 

 

    

 

 

 

Total assets

   $ 266,256      $ 283,873  
  

 

 

    

 

 

 

Accounts payable and accrued liabilities

   $ 27,844      $ 29,954  

Advance on revenues from a supply agreement

     1,485        1,901  

Current portion of long-term debt

     2,206        3,336  

Deferred revenues

     1,602        829  
  

 

 

    

 

 

 

Total current liabilities

     33,137        36,020  

Long-term portion of operating and finance lease inducements and obligations

     2,027        2,073  

Other long-term liabilities

     4,244        3,335  

Long-term debt

     123,998        83,684  

Deferred tax liabilities

     12,975        15,330  
  

 

 

    

 

 

 

Total liabilities

   $ 176,381      $ 140,442  
  

 

 

    

 

 

 

Share capital

   $ 581,842      $ 575,150  

Contributed surplus

     17,551        16,193  

Warrants and future investment rights

     83,144        73,944  

Accumulated other comprehensive loss

     (1,187      (1,622

Deficit

     (623,032      (541,681
  

 

 

    

 

 

 

Equity attributable to owners of the parent

     58,318        121,984  

Non-controlling interests

     31,557        21,447  
  

 

 

    

 

 

 

Total equity

     89,875        143,431  
  

 

 

    

 

 

 

Total liabilities and equity

   $ 266,256      $ 283,873  
  

 

 

    

 

 

 

 

26 of 35


Cash

Cash decreased by $11.3 million at June 30, 2018 compared to December 31, 2017. Cash balances are directly influenced by the timing and size of financing events and operating revenues and expenditures. Cash flows and liquidity are discussed in detail further in the MD&A.

Accounts receivable

Accounts receivable increased by $0.2 million at June 30, 2018 compared to December 31, 2017 mainly due to higher sales tax receivable balances offset by a reduction in tax credits receivable.

Income tax receivable

Current income tax receivable decreased by $1.0 million at June 30, 2018 compared to December 31, 2017 mainly due to the receipt of a portion of the refundable R&D tax credits recognized on operations in the U.K. during 2017. The long-term income tax receivable essentially remained unchanged.

Inventories

Inventories decreased by $12.8 million at June 30, 2018 compared to December 31, 2017 principally due to the sale of plasma inventory and the use of certain plasminogen inventory in the year to date. These decreases were partially offset by an increase in bioseparations finished goods.

Other long-term assets

Other long-term assets increased by $0.5 million at June 30, 2018 compared to December 31, 2017. The increase is mainly due to the acquisition of an option to buy production equipment of $0.7 million and an investment made in convertible debt of Prothera for $0.8 million, with whom we have entered into license and R&D services agreement in order to advance the development of IAIP. This was partially offset by a decrease in the deferred financing by $0.8 million principally due to the amortization of the cost incurred in establishing the non-revolving credit facility.

Capital assets

Capital assets remained at similar levels at June 30, 2018 compared to December 31, 2017.

Intangible assets

Intangible assets increased by $5.9 million at June 30, 2018 compared to December 31, 2017. The increase is due to the acquisition of two licenses for intellectual property relating to new indications for plasma-derived therapeutics that the Corporation may target for future development. In consideration for the licences, the Corporation issued four million warrants and committed to paying US$3 million, US$1 million on the date of the transaction, and another US$1 million on both the first and second anniversary of the transaction, to be settled in common shares of the Corporation. A financial liability has been recognised for the second and third payments.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities decreased by $2.1 million at June 30, 2018 compared to December 31, 2017 mainly due to the decrease in wages and benefits payable and the current portion of operating and finance lease inducements and obligations. This was partially offset by the recognition of the current portion of the license acquisition payment obligation by $1.3 million (US$1 million) explained above.

Long-term debt

Long-term debt increased by $39.2 million at June 30, 2018 compared to December 31, 2017. The increase results primarily from the drawdowns on the non-revolving credit facility in January, February and April 2018 that resulted in an increase in long-term debt at the dates of these transactions of $32.5 million. The interest accretion on the long-term debt during the six months ended June 30, 2018 were $8.5 million. Those increases were partially offset by repayment made on long-term debt of $1.5 million and the repayment of stated interest on long-term debt of $2.3 million as at June 30, 2018.

 

27 of 35


Deferred tax liabilities

Deferred tax liabilities decreased by $2.4 million at June 30, 2018 compared to December 31, 2017 mainly due by the recognition of $1.8 million in deferred income tax assets on NantPro losses during the six months ended June 30, 2018. The remainder of the decrease in the liability is the declined in the CAD/USD exchange rate resulting in lower deferred taxes when converted into Canadian dollars in the financial statements.

Share Capital

Share capital increased by $6.7 million at June 30, 2018 compared to December 31, 2017 mainly due to the issuance of common shares for the acquisition of the Corporation’s 13% interest in PBP in exchange for 4,712,422 common shares at $3.6 million and the acquisition of licenses and an option to buy equipment, the total valued at $2.0 million. The remainder of the increase is due to the issuance of shares from the exercise of stock options.

Contributed surplus

Contributed surplus increased by $1.4 million at June 30, 2018 compared to December 31, 2017. The increase is principally due to the recognition of share-based payment expense of $1.8 million during the quarter ended June 30, 2018 partially offset by the exercise of stock options.

Warrants and future investment rights

Warrants and future investment rights increased by $9.2 million at June 30, 2018 compared to December 31, 2017 mainly due to the issuance of four million warrants valued at $1.7 million for the acquisition of a license and the recognition of the vested portion of the Seventh Warrants which were issued on November 30, 2017, pursuant to entering into a non-revolving credit facility agreement. During the six months ended June 30, 2018, 22 million of those warrants have vested and have been recognized for an amount of $7.5 million.

Non-controlling interests (“NCI”)

The non-controlling interests increased by $10.1 million at June 30, 2018 compared to December 31, 2017. The variation in the NCI between June 30, 2018 and December 31, 2017 is shown below:

 

Balance at December 31, 2017

   $  21,447  

Share in losses

     (3,741

Share in Prometic’s funding of NantPro

     2,202  

Derecognition of the NCI in Prometic Bioproduction Inc.

     11,649  
  

 

 

 

NCI balance at June 30, 2018

   $ 31,557  
  

 

 

 

In April 2018, the Corporation and the non-controlling shareholders of Prometic Bioproduction Inc. entered into an agreement whereby Prometic would acquire the non-controlling shareholders 13% interest in the subsidiary in exchange for 4,712,422 common shares of the Corporation. The difference of $15,278 between the value of the equity issued in payment of the 13% ownership acquired of $3,629 and the value of the total net liabilities attributed to the NCI at the date of the transaction of $11,649 that was derecognized from the statement of financial position was recognized in the deficit to reflect Prometic’s increase in the ownership of the subsidiary.

Cash flow analysis

The condensed interim consolidated statements of cash flows for the six months ended June 30, 2018 and the comparative period in 2017 are presented below.

 

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     Six months ended June 30,  
     2018      2017  

Cash flows used in operating activities

   $  (44,915    $ (62,332

Cash flows from financing activities

     36,424        43,804  

Cash flows from (used in) investing activities

     (3,072      5,170  
  

 

 

    

 

 

 

Net change in cash during the period

     (11,563      (13,358

Net effect of currency exchange rate on cash

     218        (156

Cash beginning of period

     23,166        27,806  
  

 

 

    

 

 

 

Cash end of the period

   $ 11,821      $ 14,292  
  

 

 

    

 

 

 

Cash flow used in operating activities reduced by $17.4 million during the six months ended June 30, 2018 compared to the same period in 2017 due to the sale of plasma inventory being used to fund operating costs.

Cash flows from financing activities decreased by $7.4 million during the six months ended June 30, 2018 compared to the same period in 2017. The cash flow received from the issuance of debt and warrants during the six months ended June 30, 2018 was higher by $14.9 million compared to those received during the corresponding period of 2017 but lower than the proceeds received from the exercise of the future investment rights of $21.1 million during the six months ended June 30, 2017.

Cash flows from investing activities decreased by $8.2 million during the six months ended June 30, 2018 compared to the same period in 2017. In 2017, the Corporation sold marketable securities and short-term investments of $11.1 million while there was no such sale in 2018. This decrease in inflows was partially offset by a reduction in the payments made for the acquisition of capital assets.

LIQUIDITY AND CONTRACTUAL OBLIGATIONS

At June 30, 2018, the Corporation’s working capital is a surplus of $14.9 million.

The Corporation funds its research and development activities with profits generated mainly from the sale of Bioseparation products to third parties, the revenues it receives from licensing agreements, and periodically from the issuance of shares, warrants and long-term debt. Depending on the licensing agreements or agreements entered into with third parties to jointly develop a therapeutic for a certain health indication and market, the Corporation will likely need to secure additional financing to finance its R&D activities until such time as the plasma-derived therapeutics that are currently at the BLA stage (plasminogen for congenital deficiency) and still in phase 3 clinical trials (IVIG for PIDD), are commercialized and generating revenues.

As the Corporation develops its scale-up plans for both production capacity and plasma sourcing, the level of likely future investment required will be determined by the decision to scale-up in-house or via outsourcing to third parties. The Corporation’s capacity to successfully attract new financings will depend namely on the attractiveness of Prometic’s common shares to investors, which will be influenced by many factors including the success of our regulatory filings and with the clinical trials as they progress and the market, risks and economic merits of our projects.

Looking forward, there are several transactions that may generate additional cash inflows that will support the ongoing operation expenditures such as:

 

   

the Corporation had at June 30, 2018, US$30 million still available to draw upon under the non-revolving credit facility;

 

   

on March 14, 2018, the Corporation filed a final shelf prospectus valid for a period of 25 months that would enable a variety of equity financing transactions up to an aggregate of $250.0 million;

 

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in August 2018, the Corporation made an additional sale of $5.8 million of plasma inventory not required due to the change in the production forecast and may contemplate entering into other transactions to sell plasma it holds that it no longer required in the short-term generating inflows; and

 

   

the Corporation is in ongoing discussions with potential licensees of its drug pipeline. Any such discussions may lead to the conclusion of a licensing transaction which could generate a combination of licensing, milestone and royalty revenues.

As usual, the Corporation modulates its R&D and general spending to take into consideration its working capital position over time.

The Corporation expects that its financial position together with the revenues to be generated from its operating activities and the above mentioned transactions will be sufficient to fund its operating activities and meet its contractual obligations for a twelve-month period from June 30, 2018.

Financial obligations

The timing and expected contractual outflows required to settle the financial obligations of the Corporation recognized in the consolidated statement of financial position at June 30, 2018 are presented in the table below:

 

            Contractual Cash flows  

At June 30, 2018

   Carrying
amount
     Payable
within 1 year
     2 - 3 years      Later than
4 years
     Total  

Accounts payable and accrued liabilities 1)

   $ 27,254      $ 27,254      $ —        $ —        $ 27,254  

Advance on revenues from a supply agreement

     1,485        1,485        —          —          1,485  

Long-term portion of settlement fee payable

     95        —          115        —          115  

Long-term portion of royalty payment obligation

     2,738        —          3,282        —          3,282  

Long-term license acquisition payment obligation

     1,313        —          1,313        —          1,313  

Long-term portion of other employee benefit liabilities

     38        —          42        —          42  

Long-term debt 2)

     126,204        7,886        68,569        113,469        189,924  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 159,127      $ 36,625      $ 73,321      $ 113,469      $ 223,415  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1) 

Excluding $590 for current portion of operating and finance lease inducement and obligations.

2) 

Under the terms of the OID loans and the non-revolving line of credit, the holder of Second, Third, Fourth, Fifth, Sixth and Seventh Warrants may decide to cancel a portion of the face values of these loans as payment upon the exercise of these warrants. The maximum repayment due on these loans has been included in the above table.

Commitments

The Corporation’s commitments have remained essentially unchanged from those disclosed in the MD&A for the year ended December 31, 2017.

 

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SUMMARY OF QUARTERLY RESULTS

The following table presents selected quarterly financial information for the last eight quarters:

 

            Net loss attributable  
            to the owners of the parent  

Quarter ended

   Revenues      Total      Per share
basic & diluted
 

June 30, 2018

   $ 20,155      $ (32,270    $ (0.05

March 31, 2018

     4,292        (31,671      (0.04

December 31, 2017

     6,596        (38,279      (0.05

September 30, 2017

     24,034        (15,542      (0.02

June 30, 2017

     3,619        (29,513      (0.04

March 31, 2017

     4,866        (26,397      (0.04

December 31, 2016

     4,111        (37,308      (0.06

September 30, 2016

     3,737        (25,569      (0.04
  

 

 

    

 

 

    

 

 

 

Revenues from period to period may vary significantly as these are affected by the timing of orders for goods and the shipment of the orders and the timing of the provision of research services under service agreements. The revenues are also affected by the timing of the signing of licensing agreements and achievement of milestones established in these agreements and how these revenues are recognized for accounting purposes. The timing of the recognition of these revenues and the timing of the recognized expense can cause significant variability in the results from quarter to quarter.

Revenues during the quarter ended September 30, 2016 totalled $3.7 million. Total R&D expenses increased by $4.2 million compared to the previous quarter. The majority of the increase is due to the increase in the production expenses at the Laval manufacturing facility resulting from an increase in production levels during the quarter and an increase in the expenses regarding the Winnipeg CMO mainly reflecting the timing of the production schedule which in 2016 took place throughout the third and fourth quarters. The remainder of the increase is due to higher employee compensation and related expenses as the number of employees increased. Administration, selling and marketing expenses were $6.5 million, an increase of $1.3 million from the prior quarter which was mainly due to the recording of $0.9 million in fees regarding the GE settlement and license agreement.

Revenues during the quarter ended December 31, 2016 totalled $4.1 million. Total R&D expenses were $28.0 million, an increase of $4.3 million compared to the previous quarter due to an increase in clinical trial spend, employee compensation and an increase in share-based payment expenses of $1.8 million. Administration, selling and marketing expenses were $12.8 million, an increase of $6.3 million from the prior quarter which was mainly attributable to salary and benefit expenses resulting from an increase in headcount and the related increase in operating costs, higher share-based payments expense of $1.5 million and severance expense of $2.1 million recorded in relation to rationalisation efforts at Telesta.

Revenues were $4.9 million during the quarter ended March 31, 2017, which represents an increase of $0.8 million compared to the previous quarter ended December 31, 2016. R&D and administration, selling and marketing expense both decreased by $3.6 million and $5.9 million respectively compared to the fourth quarter of 2016. The decline in R&D expense were mainly due to lower clinical trial expenses and a reduction in the cost of manufacturing therapeutics for the clinical trials expensed in R&D as PBP started the manufacturing of plasminogen for commercial purposes, which cost was capitalized in inventories. Share-based payment expenses recorded under R&D and administration, selling and marketing expenses, were lower by $1.2 million and $1.3 million, respectively this quarter. The fact that there were no severance expense recorded as compared to the fourth quarter of 2016, brought administration, selling and marketing expense to a more normal level.

Revenues declined to $3.6 million during the quarter ended June 30, 2017 as a result of lower sales of affinity resins. Research and development was stable at $24.5 million and administration, selling and marketing expenses at $8.1 million was higher by $1.1 million.

 

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Revenues were $24.0 million during the quarter ended September 30, 2017 mainly driven by licensing and milestone revenues following the signing of a small molecule licensing agreement which resulted in $19.7 million of revenue for the Corporation. Research and development and administration, selling and marketing expense were $23.2 million and $7.7 million respectively, remaining at similar levels to the prior quarter. A non-cash loss on extinguishment of liabilities of $4.2 million was recorded as the holder of the long-term debt decided to reduce the face value of the loan in consideration of the shares they received pursuant to a private placement that occurred in July 2017.

Revenues during the quarter ended December 31, 2017 were $6.6 million, of which the majority was driven by product sales and service revenues from the Bioseparations segment. Research and development and administration, selling and marketing expense were $28.2 million and $8.8 million respectively. The increase in R&D cost of $5.0 million compared to the previous quarter is mainly due to higher expense relating to cost of therapeutics to be used in clinical trials, an increase in the external cost incurred in running the trials and higher salary and benefit expenses. Administration, selling and marketing expenses were slightly higher by $1.1 million principally due to higher salary and benefit expenses. During the quarter, the Corporation recognized a bad debt expense of $20.5 million, effectively offsetting the milestone and licensing revenues earned during the previous quarter.

Revenues were $4.3 million during the quarter ended March 31, 2018 of which $3.8 million came from product sales. Cost of sales and other production cost were high reflecting lower margins on the products sold during the period and an inventory write-off on a portion of the plasma held in inventory to net realisable value in advance of a sales transaction to take place during the next quarter but for which the selling price had been settled in advance. R&D expenses at $22.4 million were lower by $5.8 million and administration, selling and marketing expenses also declined by $1.1 million compared to the previous quarter. Financing cost increase to $4.2 million reflecting the higher debt level and the higher borrowing cost of the non-revolving credit facility.

Revenues during the quarter ended June 30, 2018 were $20.2 million, of which the majority was driven by a $14.0 million sale of plasma. Sales of product from the Bioseparations segment made up most of the remaining revenues. Cost of sales and other production expenses were $16.4 million reflecting the sale of plasma. Research and development expenses at $24.0 million increased slightly over the previous quarter while administration, selling and marketing expense decreased slightly to $6.9 million. Financing cost increase to $6.3 million reflecting the higher debt level and the higher borrowing cost of the non-revolving credit facility.

OUTSTANDING SHARE DATA

The Corporation is authorized to issue an unlimited number of common shares. At August 13, 2018, 718,126,512 common shares, 12,597,541 options to purchase common shares, 9,672,824 restricted share units and 125,672,099 warrants to purchase common shares were issued and outstanding.

TRANSACTIONS BETWEEN RELATED PARTIES

The Corporation has not entered into any new transactions with related parties during the quarter or the first six months of 2018.

 

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CHANGES IN ACCOUNTING POLICIES

The accounting policies used in the consolidated financial statements are consistent with those applied by the Corporation in its December 31, 2017 audited annual consolidated financial statements except for the amendments to certain accounting standards which are relevant to the Corporation and were adopted by the Corporation as of January 1, 2018 as described below.

IFRS 9, Financial Instruments – Recognition and Measurement (“IFRS 9”)

IFRS 9 replaces the provisions of IAS 39, Financial Instruments – Recognition and Measurement and provides guidance on the recognition, classification and measurement of financial assets and financial liabilities, the derecognition of financial instruments, impairment of financial assets and hedge accounting.

The Corporation adopted IFRS 9 as of January 1, 2018 and the new standard has been applied retrospectively in accordance with the transitional provisions of IFRS 9.

There has been no significant impact caused by the new classification of financial assets under IFRS 9. The classification of all financial liabilities as financial liabilities at amortized cost remains unchanged as well as their measurement resulting from their classification.

Under IFRS 9, modifications to financial assets and financial liabilities, shall be accounted for by recalculating the present value of the modified contractual cashflows at the original effective interest rate and the adjustment shall be recognized as a gain or loss in profit or loss. Under IAS 39, the impact of modifications was recognized prospectively over the remaining term of the debt.

The adoption of the accounting for modifications under the new standard has resulted in the restatement of the opening retained earnings and the long-term debt at January 1, 2018 as follows:

 

Retained earnings

   $ 110  

Long-term debt

     (110
  

 

 

 

IFRS 15, Revenue from contracts with customers (“IFRS 15”)

IFRS 15 replaces IAS 11, Construction Contracts, and IAS 18, Revenue and related interpretations and represents a new single model for recognition of revenue from contracts with customers. The model features a five-step analysis of transactions to determine the nature of an entity’s obligation to perform and whether, how much, and when revenue is recognized.

The Corporation adopted IFRS 15 as of January 1, 2018 and the new standard has been applied retrospectively using the modified retrospective approach, where prior periods are not restated and the cumulative effect of initially applying this standard is recognized in the opening retained earnings balance on January 1, 2018. The Corporation has also availed itself of the following practical expedients:

 

   

the standard was applied retrospectively only to contracts that were not completed on January 1, 2018; and

 

   

for contracts that were modified before January 1, 2018, the Corporation analyzed the effects of all modifications when identifying whether performance obligations where satisfied, determining the transaction price and allocating the transaction price to the satisfied or unsatisfied performance obligations.

There has been no impact of the adoption of IFRS 15 as at January 1, 2018.

IFRIC 22, Foreign Currency Transactions and Advance Consideration (“IFRIC 22”)

IFRIC 22 which addresses how to determine the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) and on the derecognition of a non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration in a foreign currency. IFRIC 22 is effective for annual periods beginning on or after January 1, 2018. The Corporation adopted IFRIC 22 retrospectively on January 1, 2018. The adoption of the standard did not have a significant impact on the financial statements.

 

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NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

The IFRS accounting standards and interpretations that the Corporation reasonably expects may have a material impact on the disclosures, the financial position or results of operations of the Corporation when applied at a future date are presented below. The Corporation intends to adopt these standards when they become effective.

IFRS 16, Leases (“IFRS 16”)

In January 2016, the IASB issued IFRS 16, a new standard that replaces IAS 17, Leases. IFRS 16 is a major revision of the way in which companies account for leases and will no longer permit off balance sheet leases. Adoption of IFRS 16 is mandatory and will be effective for the Corporation’s fiscal year beginning on January 1, 2019. Early application is permitted for companies that also apply IFRS 15.

The Corporation is in the process of evaluating the impact of adopting IFRS 16 on its consolidated financial statements.

SIGNIFICANT JUDGMENTS AND CRITICAL ACCOUNTING ESTIMATES

The preparation of the interim consolidated financial statements requires the use of judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. The uncertainty that is often inherent in estimates and assumptions could result in material adjustments to assets or liabilities affected in future periods. As a result of the application of IFRS 15 Revenues, the Corporation has modified its disclosure on significant judgments relating to revenue recognition. The other significant accounting judgments and critical accounting estimates applied by the Corporation, disclosed in the MD&A for the year ended December 31, 2017, remain unchanged.

Revenue recognition – The Corporation does at times enter into revenue agreements which provide, among other payments, up-front and milestone payments in exchange for licenses and other access to intellectual property. It may also enter into several agreements simultaneously that are different in nature such as license agreements, R&D services, supply and manufacturing agreements. In applying the IFRS 15 revenue recognition model, management may be required to apply, depending on the contracts, significant judgment including the identification of the performance obligations.

Determining whether the performance obligations are distinct involves evaluating whether the customer can benefit from the good or service on its own or together with other resources that are readily available to the customer. Once the distinct performance obligations are identified, management must then determine if each performance obligation is satisfied at a point in time or over time. For license agreements, this requires management to assess the level of advancement of the intellectual property being licensed.

FINANCIAL INSTRUMENTS

Use of financial instruments

The financial instruments that are used by the Corporation result from its operating and investing activities, namely in the form of accounts receivables and payables, and from its financing activities resulting usually in the issuance of long-term debt. The Corporation does not use financial instruments for speculative purposes and has not issued or acquired derivative financial instruments for hedging purposes.

 

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Impact of financial instruments in the consolidated statements of operations

The following line items in the consolidated statement of operations for the six months ended June 30, 2018 include income, expense, gains and losses relating to financial instruments:

 

   

finance costs; and

 

   

foreign exchange gains and losses.

Financial risk management

The Corporation has exposure to credit risk, liquidity risk and market risk. The Corporation’s Board of Directors has the overall responsibility for the oversight of these risks and reviews the Corporation’s policies on an ongoing basis to ensure that these risks are appropriately managed. The management of the financial risks are the same as those described in the December 31, 2017 MD&A.

RISK FACTORS

For a detailed discussion of risk factors which could impact the Corporation’s results of operations and financial position, other than those risks pertaining to the financial instruments, please refer to the Corporation’s Annual Information Form filed on www.sedar.com

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

No changes were made to the Corporation’s internal controls over financial reporting during the six months ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect the internal controls over financial reporting.

 

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Exhibit 99.29

 

LOGO

Management Discussion & Analysis

Prometic Life Sciences Inc.

For the quarter and the nine months ended

September 30, 2018

 

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MANAGEMENT’S DISCUSSION & ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) is intended to help the reader to better understand Prometic Life Sciences Inc.’s (“Prometic” or the “Corporation”) operations, financial performance and results of operations, as well as the present and future business environment. This MD&A has been prepared as of November 12, 2018 and should be read in conjunction with Prometic’s condensed interim consolidated financial statements for the quarter and nine months ended September 30, 2018. Additional information related to the Corporation, including the Corporation’s Annual Information Form, is available on SEDAR at www.sedar.com. All amounts in tables are in thousands of Canadian dollars, except where otherwise noted.

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis of the results of operations and the financial condition may contain forward-looking statements about Prometic’s objectives, strategies, financial condition, future performance, results of operations and businesses as of the date of this MD&A.

These statements are “forward-looking” because they represent Prometic’s expectations, intentions, plans and beliefs about the markets the Corporation operates in and on various estimates and assumptions based on information available to its management at the time these statements are made. Without limiting the generality of the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “intend”, “could”, “would”, “estimate”, “continue”, “plan” or “pursue”, or the negative of these terms, other variations thereof or comparable terminology, are intended to identify forward-looking statements although not all forward-looking information contains these terms and phrases. Forward-looking information is provided for the purposes of assisting the reader in understanding the Corporation and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments and therefore the reader is cautioned that such information may not be appropriate for other purposes.

Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, regulatory approvals, the availability of funds and resources to pursue research and development (“R&D”) projects, the successful and timely completion of clinical studies, our ability to take advantage of business opportunities in the pharmaceutical industry, reliance on key personnel, collaborative partners and third parties, our patents and proprietary technology, our ability to access capital, the use of certain hazardous materials, the availability and sources of raw materials, currency fluctuations, the value of our intangible assets, negative operating cash flow, legal proceedings, uncertainties related to the regulatory process, general changes in economic conditions and other risks related to Prometic’s industry. More detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations can be found in the Annual Information Form under the heading “Risks and Uncertainties Related to Prometic’s Business”.

Although Prometic has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Therefore, there can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place undue reliance on forward-looking statements.

As a result, Prometic cannot guarantee that any forward-looking statement will materialize. Prometic assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

 

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Prometic (www.prometic.com) is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF) biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (Small molecule therapeutics) stems from the insights into the interaction of two receptors which we believe are at the core of how the body heals: our small molecule drug candidates modulate these to promote tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is preparing to enter pivotal phase 3 clinical trials for the treatment of Idiopathic Pulmonary Fibrosis. The second drug discovery and development platform (plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen). We are also leveraging this platform’s higher recovery yield potential over existing technologies to advance established plasma-derived therapeutics such as Intravenous Immunoglobulin. The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

We are headquartered in Laval, Quebec (Canada) and have R&D facilities in Canada, the United Kingdom (“UK”) and the United States (“USA”), manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the USA, and Europe.

UPDATE ON BUSINESS SEGMENTS ACTIVITIES

Prometic’s operations are divided into three distinct business operating segments: the Small molecule therapeutics segment, the Plasma-derived therapeutics segment and the Bioseparations segment.

Small molecule therapeutics segment

The business model for the Small molecule therapeutics segment is for Prometic to develop promising drug candidates such as PBI-4050 and to independently pursue commercialization activities for rare or orphan indications for the North American markets and possibly partner or out-license rights to commercialize the same in other territories. The Corporation plans to enter into partnerships for other larger medical indications and or geographical regions requiring a much more substantial local commercial reach and resources. It is generally not Prometic’s intention to independently undertake late-stage pivotal clinical trials (phase 3) in large indications, such as Chronic Kidney Disease (“CKD”) or Diabetic Kidney Disease (“DKD”) without the support of a strategic venture or big pharma partner.

The Corporation intends to focus initially on the development and regulatory advancement of its lead anti-fibrotic drug candidate PBI-4050 to obtain regulatory approval for the treatment of idiopathic pulmonary fibrosis (“IPF”) and/or Alström Syndrome (“AS”). PBI-4050 has been granted orphan drug designation by the FDA and the EMEA for these two indications, as well as a rare pediatric disease designation by the FDA for AS. The Investigational New Drug (“IND”) clearance for the pivotal phase 3 trial in IPF patients has been granted by the FDA and the Corporation expects to initiate this program upon completion of a partnership with a pharmaceutical company or upon other corporate events that would provide sufficient funding given the anticipated size of the upcoming pivotal phase 3 clinical trial.

AS is an ultra-rare disease and substantial unmet medical need. According to the National Organization for Rare Disorders (NORD), this severe fibrosis condition affects approximately 1200 patients globally and therefore the clinical program under discussion with the regulatory agencies may be one to be pursued by

 

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Prometic independently. The Corporation also intends to use the evidence from clinical activity in AS patients to expand the use of PBI-4050 and or its follow-on analogues for the treatment of other large unmet fibrotic diseases such as cardiac, pulmonary, kidney, Non-alcoholic steatohepatitis (“NASH”) and/or other types of liver fibrosis, pulmonary hypertension and scleroderma.

Fibrosis and Mechanism of Action

The Small molecule therapeutics segment is a small-molecule drug development business, with a pipeline of product candidates leveraging the discovery of the linked role of two receptors involved in the regulation of the healing process. Following an injury, the body has the ability to heal and regenerate damaged tissues. If an injury is overwhelming or chronic in nature, the tissue regeneration will be taken over by the fibrotic process or fibrosis. Fibrosis is characterized by the excessive accumulation of extracellular matrix (“ECM”) in damaged or inflamed tissues and is the common pathological outcome of many inflammatory and metabolic diseases. Numerous clinical conditions can lead to organ fibrosis and functional failure; in many disorders, acute or persistent inflammation is crucial to trigger the fibrotic response. The production of various profibrotic cytokines and growth factors by innate inflammatory cells results in the recruitment and activation of ECM producing myofibroblasts. There is currently a major unmet need for therapies that are able to effectively target pathophysiological pathways involved in fibrosis. Notable examples of medical conditions where fibrosis is at the core of organs losing functionality include: IPF, Chronic Kidney Disease, NASH and AS.

Prometic has observed that the “up-regulation” of receptor GPR40 concomitant with the “down-regulation” of receptor GPR84 promotes the normal healing process as opposed to promoting the fibrotic process. Prometic’s drug candidates are agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. A significant number of manuscripts have been submitted for publication now that the Corporation has determined it has filed sufficient patents to adequately protect its portfolio of drug candidates that target these two receptors. The first manuscript was published on February 16, 2018 in the American Journal of Pathology, the official journal of the American Society of Investigational Pathology. The paper entitled “A Newly Discovered Antifibrotic Pathway Regulated by Two Fatty Acid Receptors: GPR40 and GPR84” documents the discovery of a novel antifibrotic pathway involving these two receptors and the activity of our lead drug candidate PBI-4050. This publication examines PBI-4050’s ligand affinity in vitro and in vivo. GPR40 and GPR84 are known to be involved in diverse physiological processes related to metabolic regulation and to inflammation, but the fundamental importance of these receptors in the fibrosis pathways has not been recognized until now. Through its binding to these receptors, PBI-4050 significantly attenuated fibrosis in many injury contexts, as evidenced by the global antifibrotic activity observed in the kidney, liver, heart, lung, pancreas, or skin. Other peer reviewed articles recently published include manuscripts entitled “Fatty acid receptor modulator PBI-4050 inhibits kidney fibrosis and improve glycemic control” published in the Journal of Clinical Investigation on May 17, 2018 and “PBI-4050 reduces stellate cell activation and liver fibrosis through modulation of intracellular ATP levels and LKB1-AMPK-Mtor pathway” published in the Journal of Pharmacology and Experimental Therapeutics.

The activity of drug candidates such as PBI-4050 has been observed in over 30 different preclinical models performed by the Corporation and by other universities or institutions in collaboration with the Corporation, such as Vanderbilt University, University of Ottawa, Université de Montréal, McMaster University and the Montreal Heart Institute. PBI-4050 has also successfully completed three separate phase 2 clinical trials supporting the translation of such results into biologic activity in humans and helping pave the way for the upcoming initiation of a pivotal phase 3 clinical program. While the Small molecule therapeutics segment has several promising drug candidates, management has thus far focused its efforts on its anti-fibrotic lead drug candidate PBI-4050. With observed signs of clinical activity and favourable safety and tolerability profiles confirmed in hundreds of human subjects, Prometic is preparing follow-on analogues of PBI-4050, such as PBI-4547, for advancement into clinical programs.

PBI-4050, Prometic’s Lead Small Molecule Compound and Regulatory Designations PBI-4050 has been granted Orphan Drug Designation by the FDA and the EMA for the treatment of AS as well as for the treatment of IPF. PBI-4050 has also been granted a PIM (Promising Innovative Medicine) designation by the MHRA for the treatment of IPF and AS. Finally, PBI-4050 has also been granted rare pediatric disease designation by the FDA for the treatment of AS, which makes it eligible to receive a priority review voucher upon regulatory approval by the FDA.

 

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Summary Results of PBI-4050 Results in Three Completed Phase 2 Clinical Studies

Idiopathic pulmonary fibrosis

Idiopathic pulmonary fibrosis is a chronic, devastating, and ultimately fatal disease characterized by a progressive decline in lung function. It is a specific type of interstitial lung disease in which the small air sacs of the lung, the “alveoli,” gradually become replaced by fibrotic (scar) tissue and is the cause of worsening dyspnea (shortness of breath). IPF is usually associated with a poor prognosis. The term “idiopathic” is used because the cause of pulmonary fibrosis is still unknown. IPF usually occurs in adults between 50 and 70 years of age, particularly those with a history of cigarette smoking, and affects men more often than women. IPF affects about 130,000 people in the United States, with about 48,000 new cases diagnosed annually1. Approximately 40,000 people with IPF die each year, a similar number of deaths to those due to breast cancer2. The 5-year mortality rate for patients with IPF is estimated to range from 50% to 70% of those affected.

In gold standard preclinical models designed to emulate lung fibrosis in humans, PBI-4050 demonstrated significant anti-fibrotic activity. IPF is a very large orphan indication which remains an unmet medical need. While two drugs, nintedanib (OFEV®—Boehringer-Ingelheim) and pirfenidone (Esbriet®—Roche), have been approved for the treatment of IPF, neither of these drugs have succeeded in stabilizing the patients’ lung function. In addition, these two drugs are known to cause severe side effects which have limited their use in a significant number of IPF patients.

In addition to demonstrating that PBI-4050 (800 mg) administered once daily is safe and well tolerated in patients suffering from IPF, the objective of this study was to provide early evidence of clinical benefits of PBI-4050 treatment whether used alone or in addition to either of the current standard of care drugs, nintedanib or pirfenidone. 40 patients were enrolled in the study in six sites across Canada. The baseline characteristics of the subjects enrolled in this study were similar to those enrolled in prior IPF randomized controlled studies conducted by other pharmaceutical companies, namely ASCEND and INPULSIS.

Of a total of 40 subjects enrolled in the study, 9 subjects received PBI-4050 alone, 16 received PBI- 4050 & nintedanib and 15 received PBI-4050 & pirfenidone.

The results of the study showed that the mean change from baseline to Week 12 for Forced Vital Capacity (“FVC”), the total amount of air exhaled during a forced breath, was either positive (+1.9 mL) or nearly unchanged (-12.2 mL) for PBI-4050 + nintedanib and PBI-4050 alone, respectively, but was reduced (-102.0 mL) for PBI-4050 + pirfenidone. PBI-4050 pharmacokinetics were reduced for PBI-4050/pirfenidone, suggesting a possible drug-drug interaction. PBI-4050’s concentration in plasma was found to be sub-therapeutic at 50% of the expected level in patients that received the PBI-4050 and pirfenidone combination. See figure below.

 

 

1 

Raghu G, Weycker D, Edelsberg J, Bradford WZ, Oster G. “Incidence and prevalence of idiopathic pulmonary fibrosis.” Am J Respir Crit Care Med 2006;174:810–816.

2- 

Navaratnum V, Fleming KM, West J, et al. “The rising incidence of idiopathic pulmonary fibrosis in the UK.” Thorax 2011;66:462–467

 

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There were no serious adverse events requiring PBI-4050’s discontinuation. The most frequent adverse event seen in all groups was diarrhea, but this was less significant in the subjects treated with PBI-4050 alone than in the groups receiving either of the currently approved drugs for the treatment of IPF, which are well-known for their severe side effects. This study has provided data to support the safety and tolerability of PBI-4050 in IPF patients receiving the current standard of care.

Prometic also presented new clinical data assessing the effect of its lead small molecule candidate, PBI-4050, on blood biomarkers for the treatment of idiopathic pulmonary fibrosis at the American Thoracic Society (“ATS”) 2018 International Conference. The data presented included:

 

   

PBI-4050 significantly increased levels of biomarkers known to have antifibrotic effects. Following 12 weeks of treatment, PBI-4050 increased the levels of IL-9, known to have antifibrotic activity, by 35% (p < 0.05); IL-7, which acts as a counter-regulator to the pro-fibrotic cytokine TGF-b, by 14% (p < 0.05); and MIP-1b, of which an increase may reflect a change in the balance between a pro-fibrotic and an inflammatory, wound-healing environment, by 11% (p < 0.05).

 

   

PBI-4050 positively affected IL-1Ra, which could have a protective role in fibrotic diseases, by 98% (p = 0.08).

 

   

PBI-4050 in combination with nintedanib significantly decreased CCL-18 levels by 10% (p < 0.01). CCL-18 is a recognized marker of disease severity and elevated levels in serum are associated with a high-risk of disease progression.

Prometic received IND approval from the FDA to commence its PBI-4050 pivotal phase 3 clinical trial in patients suffering from IPF and has reached an agreement on the design of the trial.

Based on recommendations from the FDA, Prometic now will undertake an “all comers study”. The enrollment criteria will be greatly simplified so that the study will enroll patients with mild-to-moderate IPF, regardless of whether they are on background standard of care with nintedanib (OFEV®) or not. Therefore, the study will provide efficacy data on both PBI-4050 as a stand-alone drug candidate, and as an add-on to nintedanib, and will be part of the dataset to support a simple, all-inclusive indication “for the treatment of IPF”. Patients will be randomized to receive placebo, or one of two doses of PBI-4050 (800 mg or 1,200 mg) for a total of 52 weeks. An interim analysis will be conducted at 26 weeks. The primary endpoint is the annual rate of decline in forced vital capacity, the total amount of air exhaled during a forced breath, (expressed in mL) and measured over 52 weeks (mL/year). Patients taking pirfenidone will be excluded

 

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because of a known drug-drug interaction between pirfenidone and PBI-4050. The Corporation intends to initiate this pivotal PBI-4050 IPF phase 3 trial following the completion of a partnership with a pharmaceutical company or other corporate event providing sufficient funding. It has already identified the CRO to manage the execution of the clinical trial as well as clinical sites across the USA and Canada.

There are several other clinical indications with unmet medical needs that the Corporation is considering pursuing in due course. For instance, the positive clinical effect observed in the heart of AS patients bodes well for clinical program targeting various cardiomyopathies. Similarly, positive clinical effects observed on kidney and the liver of Type 2 Diabetes with Metabolic Syndrome (“T2DMS”) and AS patients supports the potential expansion of the clinical program in NASH and/or other types of liver fibrosis. Such programs may also be pursued with PBI-4050 and/or with follow-on analogues such as PBI-4547 and PBI-4425. These two drug candidates are amongst several analogues that have demonstrated similar performance to PBI-4050 in preclinical models, and in some cases, even superior performance. This portfolio of follow-on analogues provides Prometic with the opportunity to specifically target other indications with these two drug candidates, and expand commercial and partnering opportunities. The manufacturing processes for both PBI-4547 and PBI-4425 have been scaled up to enable the commencement of their respective clinical programs.

The Corporation intends to fund the development program for the above-mentioned compounds through a number of initiatives including: funds generated by the Bioseparations and Plasma-derived therapeutics business segments; funding achieved through strategic partnering with other pharmaceutical companies; and funding through financial partnerships or equity or debt funding.

Alström Syndrome (“AS”)

AS is a rare inherited autosomal recessive syndrome characterized by the onset of obesity in childhood or adolescence, type 2 diabetes with severe insulin resistance, dyslipidemia, hypertension and severe multi-organ fibrosis, involving the liver, kidney and heart. AS is also characterized by a progressive loss of vision and hearing, a form of heart disease that enlarges and weakens the heart muscle (dilated cardiomyopathy), and short stature. This AS disorder can also cause serious or life-threatening medical problems involving the liver, kidneys, bladder, and lungs.

To date, no satisfactory method of treatment has been approved in the USA for patients affected by AS. The clinical trial in AS patients is a very challenging test of the efficacy of PBI-4050. Prometic is currently investigating the effects of PBI-4050 on multiple organs in AS patients in an ongoing, open label, phase 2, clinical study in the UK with plans to expand the clinical program, both in the USA and elsewhere in Europe, once an optimal regulatory pathway has been defined with the FDA and the European Medicines Agency respectively.

The on-going AS study is an open-label, single-arm, phase 2 clinical trial in which the patients are treated with PBI-4050 (800 mg) once daily. Each patient is evaluated against their respective baseline and against their respective historical disease progression trend whenever available, given the severity of their medical conditions. The clinical study has enrolled 12 subjects. Given the evidence of clinical benefit and continuing safety and tolerability, the Data Safety Monitoring Board (“DSMB”) and Medicines and Healthcare products Regulatory Agency (“MHRA”) have allowed for two successive extensions of the duration of treatment. The duration of treatment has been extended from the original 24 weeks for an additional 36 weeks, and then once more for a further 12 weeks (a total of 72 weeks).

In addition to safety and tolerability endpoints, key secondary endpoints in this study include the assessment of the effect of PBI-4050 on liver stiffness using transient elastography (FibroScan®) as well as on the fat content and fibrosis burden in the liver using MRI. In addition, the effect of PBI-4050 on glucose, insulin, and lipid dynamics using the hyperinsulinemic-euglycemic clamp test, the histological changes seen in fat biopsies as well as the effect on additional pro-inflammatory and inflammatory, fibrotic, diabetic, and obesity biomarkers in blood and urine are also evaluated. The Corporation is pursuing the collection of the results of up to 10 years of prior investigations of particular relevance in documenting the disease course, including MRIs of the heart and FibroScan® results of the liver.

 

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To date, the subjects have received on average in excess of 52 weeks of treatment with PBI-4050. PBI-4050’s safety and tolerability has been confirmed over this extended period. A brief summary of the most significant findings is presented below.

Fibroscan results from the 10 subjects who received at least 36 weeks of treatment showed a statistically significant improvement in the measure of liver stiffness, from a mean of 10.2 kPa at baseline to a mean of 8.1 kPa at last measurement, an absolute decrease of 2.1 kPa (p = 0.0219, 95% CI -3.52, -0.46). Fibroscan is a non-invasive technique for clinical assessment of liver fibrosis with a high degree of accuracy and reproducibility, especially in patients with established fibrosis (³ F2) (Cassinotto 2016). FibroScan® measurements for all patients were carried out by a single, experienced operator. To ensure test reliability, a minimum of 10 valid readings were taken per patient, with a required success rate of at least 60% and an interquartile range of <=30% of the median value.

Liver MRI data also indicated a mean reduction of -11% in the T1-corrected score between baseline and last available measurement (p=0.0195, 95% CI: -92.3, -9.8), which supports an improvement of liver fibrosis.

In addition to the preliminary evidence of efficacy observed on liver fibrosis presented above, analysis of the interim cardiac MRI data indicates a reduction of cardiac fibrosis in each patient after initiation of treatment with PBI-4050 (p<0.001). The figure below illustrates the progression of cardiac fibrosis expressed as a percent increase of the MRI score for each patient for whom three years or more of fibrosis data were available, and the reversal of said progression when patients were treated with PBI-4050. The length of the red dashed lines corresponds to the duration of fibrosis data and the length of the green dashed lines to the duration of PBI-4050 treatment for each patient.

 

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A major reduction of key urine biomarkers of ongoing kidney injury in the 12 subjects for whom Week 24 results are available was also observed. Finally, positive effects on other parameters of the liver and the fat tissue have also been observed and have been presented at scientific conferences.

The Corporation also recently published summary liver and fat biopsies analysis data. Dysfunctional adipose tissue involving enlargement of fat cells is known to increase cardiometabolic risk. In AS patients, fat tissue is characterized with significant enlargement and coalescence of adipocytes forming giant vesicular vacuolation/steatosis. After 24 weeks of treatment with PBI-4050, adipocytes were more distinct, were smaller in size and no coalescence was observed.

 

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The fat biopsy taken from this Alström patient revealed normal vascular morphology was restored after 24 weeks of treatment with PBI-4050 (picture below).

 

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A key metabolic effect of insulin is to suppress the production of glucose by the liver (endogenous glucose production (“EGP”)). Improvement of the liver function in AS patients was measured by the insulin clamp technique which confirmed a significant reduction of EGP and reduction of hepatic liver resistance after 24 weeks of PBI-4050 treatment.

Given the very encouraging clinical results in the AS patients observed to date, the Corporation has met with both the FDA and EMA to discuss and agree on the possible regulatory path forward for such indication, and therefore anticipates expanding its clinical program in AS patients in 2018-2019 to include more specialized centers in the USA and in Europe. The meetings confirmed that the pivotal phase 3 trial will most likely incorporate a limited number of patients (approximately 30 to 40 AS patients) who will be randomized into 3 different cohorts, 2 cohorts on different doses of PBI-4050 (800mg and 1200mg) as well as a placebo group, for the first 36 weeks of treatment, with all patients receiving PBI-4050 for the last additional 12 weeks. The Corporation is currently finalizing the pivotal phase 3 trial primary and secondary clinical endpoints, a critical step in determining if this ultra-rare pediatric disorder could become a stand-alone clinical indication to pursue as a commercial priority.

 

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Type 2 Diabetes with Metabolic Syndrome

Several preclinical models used to demonstrate that the pharmacological activity of PBI-4050 involves the presence of diabetes, obesity and hypertension which lead to an accelerated rate of fibrosis in the liver, kidney and pancreas and premature death. Mice models such as the db/db eNOS-/- mouse model performed at the University of Vanderbilt or db/db uni-nephrectomized mouse model performed at Prometic, helped demonstrate that the combined effect of PBI-4050 in reducing fibrosis and macrophage infiltration in fat tissue, in the pancreas, the kidney and the liver, not only improved the status of these organs and the survival of the animals compared to control, but also significantly reduced blood glucose level. Given that the demonstration of fibrosis reduction in humans requires trials with long term exposure, the Corporation initiated a first phase 2 trial in patients who present symptoms like the ones described in the db/db eNOS-/- mouse model: Type 2 diabetes with metabolic syndrome. While this is not a medical indication that the Corporation seeks to ultimately target commercially with PBI-4050, the purpose of this study was to quickly ascertain whether the pharmacological activity observed in preclinical animal models translated to humans. Particular attention was placed on the blood sugar levels in a phase 2 clinical trial given that this effect should be measurable in a manner of 8 to 12 weeks.

This study met its primary and secondary endpoints. In addition to safety and tolerability, the study evaluated the effects of PBI-4050 on metabolic syndrome parameters and on pro-inflammatory/fibrotic and diabetic biomarkers in blood and urine. In this open label Phase 2 clinical trial, PBI-4050 (800 mg) was administered once daily to 24 patients already being treated with “standard of care” drug regimens for a period of 12 weeks. Twelve of these patients were enrolled in an additional 12 week extension throughout which the efficacy and safety observed at 12 weeks was also maintained at 24 weeks. PBI-4050 was well tolerated with no serious drug related adverse events.

The pharmacological activity of PBI-4050 was confirmed through the clinically significant reduction in glycated hemoglobin concentration (“HbA1c”) between screening and Week 12. For instance, the 15 patients with a screening (HbA1c) ³ 7.5 experienced a clinically significant mean decrease of – 0.75% (p=0.0004). The 12 patients who participated in the study’s 12-week extension had a mean HbA1c of 7.7 at screening and experienced a reduction of – 0.8% at week 24. These clinical results bode well for PBI-4547 which has demonstrated even more pronounced effects on metabolic parameters in preclinical models compared to PBI-4050.

Plasma-derived therapeutics segment

The Plasma-derived therapeutics segment includes our plasma-derived therapeutics platform, Plasma Protein Purification System (PPPSTM), which enables the development of our pipeline of biopharmaceutical candidates. This is achieved by leveraging our proprietary affinity ligand technology, which enables a highly-efficient extraction and purification process of therapeutic proteins from human plasma. The Corporation’s primary focus is to develop plasma-derived therapeutics targeting unmet medical conditions and rare diseases in both established and emerging markets.

The Corporation’s current priorities are to:

 

   

File amendments to its existing BLA with the US Food and Drug Administration (“FDA”), and thereafter to successfully commercialize RyplazimTM (plasminogen) in North America for the treatment of congenital plasminogen deficiency, once approved.

 

   

Develop and obtain regulatory approval and successfully commercialize RyplazimTM (plasminogen) for the treatment of other indications where acute plasminogen deficiency is known to be the source of medical complications (e.g. thrombosis, ALI/ARDS, IPF).

 

   

Set-up our first US-based plasma collection center (in Buffalo, NY) to be used as a blueprint and training site for subsequent US centers, which will only be considered once appropriate capital is available.

 

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Thereafter, the Corporation will:

 

   

Advance other plasma-derived drug candidates to market, for example Intravenous Immoglobuline (“IVIG”) and leverage our plasma purification platform to develop new drug candidates such as Inter Alpha One Inhibitor Protein (“IAIP”).

 

   

Develop and obtain regulatory approval and successfully commercialize Plasminogen (sub-cutaneous) for hard-to-treat wounds such as Tympanic Membrane Perforations (“tympanic membrane perforation (“TMP”)) and Diabetic Foot Ulcers (“diabetic foot ulcer (“DFU”).

 

   

Build a leading, fully integrated, commercial organization with a specialized MSL and sales force and focused team.

 

   

Invest in its plasma protein manufacturing and raw material sourcing capabilities.

 

   

Create value through strategic collaborations and indication and/or regional geographic commercial agreements.

Pipeline Overview

Lead Drug Product Candidate—Plasminogen

Ryplazim (plasminogen) is the first biopharmaceutical expected to be launched commercially pending the review and approval of the amendments to its BLA (Biologics License Application) that will be submitted to the FDA for the treatment of congenital plasminogen deficiency.

Plasminogen is a naturally occurring protein that is synthesized by the liver and circulates in the blood. Activated plasminogen, plasmin, is a fundamental component of the fibrinolytic system and is the main enzyme involved in the lysis of blood clots and clearance of extravasated fibrin. Plasminogen is therefore vital in wound healing, cell migration, tissue remodeling, angiogenesis and embryogenesis.

The most common and visible lesion associated with plasminogen deficiency is ligneous conjunctivitis, which is characterized by thick, woody (ligneous) growths on the conjunctiva of the eye, and if left untreated, can lead to corneal damage and blindness. Ligneous growths tend to recur after surgical excision, thereby requiring multiple surgeries. While ligneous conjunctivitis is the best characterized and visible lesion, congenital plasminogen deficiency is a multi-systemic disease that can also affect the ears, sinuses, tracheobronchial tree, genitourinary tract, and gingiva. Tracheobronchial lesions including hyper viscous secretions can result in respiratory failure. Hydrocephalus has also been reported in children with severe hypoplasminogenemia, apparently related to the deposition of fibrin in the cerebral ventricular system.

Patients may be born with the inability to produce sufficient plasminogen naturally, a condition referred to as congenital plasminogen deficiency or suffer an acute or acquired deficiency following a trauma or an illness. While our first priority is to provide a treatment for congenital plasminogen deficiency, Prometic intends to further expand the clinical uses of plasminogen as a priority over the coming years; Prometic has been working on pursuing new indications such as acquired plasminogen deficiency in critical care such as thrombolysis disorders, severe burns and acute exacerbations in IPF patients. The expansion of the plasminogen development program enables the Corporation to initially target multiple clinical indications with unmet medical needs and leverage the same proprietary formulation for intravenous administration (Ryplazim (plasminogen)). Some extended indications such as tympanic repair will leverage the same Active Pharmaceutical Ingredient (“API”) via different formulations and presentations. Combined with market exclusivity and significant growth opportunity, plasminogen is prioritized over advancing certain previously disclosed follow-on therapeutics with competitive landscapes such as C1 Esterase Inhibitor (“C1-INH”).

In a phase 2/3 clinical trial for the treatment of congenital plasminogen deficiency, Ryplazim (plasminogen) met its primary and secondary endpoints following the intravenous administration of Ryplazim (plasminogen) to patients. In addition to being well tolerated and without any drug related serious adverse events, the phase 2/3 clinical trial achieved a 100% success rate of its primary end point, namely, a targeted increase in the blood plasma concentration level of plasminogen as a surrogate target. Moreover, all patients who had active visible lesions when enrolled in the trial had complete healing of their lesions within weeks of treatment, a 100% patient response rate for this secondary end point.

 

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The Corporation disclosed new long term clinical data in July 2017 from its pivotal phase 2/3 trial of Ryplazim TM (plasminogen) regarding the additional 36 weeks treatment period. The new data demonstrated that its plasminogen treatment prevented the recurrence of lesions in the 10 patients treated with Ryplazim TM (plasminogen) for a total of 48 weeks. Since then, and as of November 2018, over 3,500 Ryplazim (plasminogen) infusions have been performed with no safety or tolerability issues related to this longer-term dosing and still no recurrence of lesions.

Ryplazim (plasminogen) has been granted a rare pediatric disease designation by the FDA for the treatment of congenital plasminogen deficiency which may make it eligible to receive a priority review voucher upon regulatory approval by the FDA. Ryplazim (plasminogen) has also been granted Fast Track status by the FDA and has been granted Orphan Drug designation by both the FDA and the EMA.

In anticipation of the commercial launch of Ryplazim (plasminogen) in the USA and Canada, the Corporation has started to buildout its commercial footprint with the hiring of seasoned medical science liaisons (“MSLs”) and a salesforce. In addition to providing a full “concierge” service for congenital plasminogen deficient patients requiring lifetime home infusion of Ryplazim (plasminogen), when granted marketing approval, the Corporation will also focus on sales thereof to tier-1 hospitals across the USA and Canada. This represents an estimated 120 hospitals with over 500 beds, intensive care units and trauma care units, which deal with the majority of severely compromised patients with congenital and acquired acute plasminogen deficiencies.

On March 28, 2018, Prometic provided an update on the status of the U.S. Food and Drug Administration review of its Biologics License Application (“BLA”) for Ryplazim (plasminogen), an investigational plasminogen replacement therapy for the treatment of congenital plasminogen deficiency.

The current BLA filing includes the clinical data on 10 patients with 12 weeks of data for an accelerated regulatory pathway. Since filing the current BLA, Prometic has accumulated additional clinical data encompassing more than 3,500 infusions of Ryplazim (plasminogen) over treatment periods exceeding 48 weeks during which similar clinical activity and tolerability profiles, as previously reported, were observed. The original guidance from the FDA was for Prometic to submit such long-term clinical data in a supplemental BLA in order to secure full licensure in 2019. Full licensure would provide for the long-term efficacy and safety data to be included in the prescribing information of Ryplazim (plasminogen) which would further support Prometic’s claims of the strong health economics benefit associated with the use of Ryplazim (plasminogen). The Corporation continues to supply Ryplazim to those patients enrolled in the original clinical trials.

The FDA’s review of the BLA raised no issues regarding the clinical data for the accelerated approval. The FDA has, however, identified the need for Prometic to make a number of changes in the Chemistry, Manufacturing and Controls (“CMC”) section of its BLA. These changes require the implementation and validation of additional analytical assays and “in-process controls” in the manufacturing process of Ryplazim (plasminogen). This requires the Corporation to continue manufacturing additional Ryplazim (plasminogen) lots to support the implementation and validation of these process changes.

The FDA requested that such CMC data be submitted as an amendment to the current BLA and has invited Prometic to also submit the long-term (48-week) clinical data at the same time instead of through the originally agreed upon supplemental BLA process. This will allow the FDA to consider granting full-licensure under the current BLA. If granted, this is expected to allow a faster sales ramp-up from launch than could have been achieved had provisional licensure been obtained by the original PDUFA date.

 

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The FDA indicated that the submission of the new CMC data will not impact the previously granted designations, including the Priority Review Status, the Orphan Drug Designation and the Rare Pediatric Disease Designation for Ryplazim (plasminogen) for the treatment of congenital plasminogen deficiency.

The Corporation announced in October 2018 the successful completion of a Type C meeting during which the FDA agreed with its proposed action plan for the implementation of additional analytical assays and in-process controls related to RyplazimTM (plasminogen) manufacturing process. As a result of the feedback received during that Type C meeting, the Corporation is now finalizing the Process Performance qualification (PPQ) protocol in anticipation of commencing the manufacturing of additional RyplazimTM (plasminogen) conformance lots. The Corporation continues to interact with the FDA regarding the filing of its BLA amendment. It has also engaged external consultants to assist with this, and will provide further updates as to timelines in due course.

The Corporation decided to sell the excess plasma it had built up in anticipation of increased production activity that would have followed the approval of the BLA, therefore releasing an important amount of the cash tied up in its raw materials inventory. In April 2018, The Corporation completed a sale for $14.0 million of plasma in exchange for an immediate cash payment. As the market spot price at which this sale was negotiated was slightly below our contract price and USD/CAD exchange has varied from the time the plasma was purchased by Prometic, a net realisable value write-down of the plasma inventory was taken in Q1 2018, in the amount of $1.5 million, since the terms of the sale were known at this time. The Corporation also completed a sale of $5.7 million of plasma during the third quarter of 2018. This plasma was sold at a price slightly above its carrying value.

Ryplazim (plasminogen) in critical care indications associated with acquired plasminogen deficiencies

The Corporation will initiate a series of additional clinical programs to demonstrate the potential efficacy of Ryplazim (plasminogen) to address unmet medical needs and fatalities associated with “acquired plasminogen deficiencies”. Such acquired plasminogen deficiencies occur in some medical conditions such as ARDS or in diabetic patients with uncontrolled and elevated blood glucose. According to the American Thoracic Society, ARDS affects 190,000 Americans every year with a 30%-40% mortality rate, and it is documented in literature that one of the complications in these patients is the accumulation of fibrin / fibrous material in the lungs. Preclinical models have demonstrated that treatment with plasminogen helps overcome the accumulation of fibrin (as indicated by the red arrow in the figure below).

In a gold-standard animal model proven to emulate pulmonary fibrosis in humans, Prometic’s Ryplazim (plasminogen) performed favourably compared to recently approved IPF drugs to treat this condition (see figure below). Ryplazim (plasminogen) significantly reduced tissue scarring (% collagen) in the lungs that was observed in non-treated animals, indicating the potential for providing clinically significant improvement and stabilization in lung function.

 

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The fibrinolytic systems play a central role in wound healing and tissue repair, a process believed to be abnormal within the IPF affected lung. Animal models of pulmonary fibrosis have demonstrated an imbalance between thrombosis and fibrinolysis within the alveolar compartment, a finding that is also observed in IPF patients. Prometic plans to evaluate whether Ryplazim (plasminogen) can help lung function of IPF patients during acute exacerbation episodes which would be both complementary to anti-fibrotic chronic therapy and addressing an unmet medical need in the IPF patient population.

Ryplazim (plasminogen) performed equally well in another preclinical model where this time an acute lung injury was induced by the administration of L-Arginine. The administration of Ryplazim (plasminogen) brought the lung histology score to the same level as the control group.

The Corporation plans to initiate clinical programs in North America for the potential use of Ryplazim (plasminogen) for the treatment of acute exacerbations in patients with ARDS or IPF. Ryplazim (plasminogen) was granted Orphan Drug and Fast Track Designations by the FDA for the treatment of IPF.

 

   

As part of prioritizing tier-1 acquired deficiencies indications relying on Ryplazim IV formulation, the Corporation has decided to limit its initial wound healing clinical program for its Plasminogen (sub-cutaneous) therapy in patients suffering from chronic tympanic membrane perforations . Following approval from the Swedish Medical Product Agency (MPA), the Phase 1b/2 clinical trial in patients suffering from chronic TMP was initiated. This is a dose escalation, randomized, placebo-controlled study designed to investigate the safety, feasibility and initial efficacy of local injections of a novel and proprietary plasminogen formulation for the treatment of chronic TMP. Up to 33 adult patients will in due course be enrolled in 3 distinct cohorts. The study is being conducted at a single center in Sweden, under the supervision of Dr. Cecilia Engmér Berglin, MD, PhD from the Department of Otorhinolaryngology at Karolinska University Hospital in Stockholm, Sweden. The Karolinska University Hospital is the second largest ear/nose/throat center in the world. Nine patients have already been dosed in the first cohort and the adjusted plan now is to examine the results in the first 12 patients receiving the first and lowest dose before initiating the subsequent 2 cohorts. This will also provide further safety data for the DFU program.

Plasminogen (sub-cutaneous) – TMP: A tympanic membrane perforation is essentially a hole in the eardrum, which can result from ear infections, injury, and previous surgery such as ventilation tube placement. In addition to hearing loss, eardrum perforations can result in ear infection and drainage.

 

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Plasminogen (sub-cutaneous) – DFU: Diabetic foot ulcer is a major complication of diabetes mellitus, and probably the major component of the diabetic foot. Wound healing is an innate mechanism of action that works reliably most of the time. A key feature of wound healing is stepwise repair of lost extracellular matrix (ECM) that forms the largest component of the dermal skin layer. But in some cases, certain disorders or physiological insult disturbs the wound healing process. Diabetes mellitus is one such disorder that impedes the normal steps of the wound healing process. Many studies show a prolonged inflammatory phase in diabetic wounds, which causes a delay in the formation of mature granulation tissue and a parallel reduction in wound tensile strength.

IVIG for the treatment of Primary Immunodeficiencies Disorder (“PIDD”)

IVIG is the second biopharmaceutical arising from the plasma-derived therapeutics platform that is expected to be launched commercially, when approved. It is currently being studied in a non-inferiority pivotal phase 3 open label, single arm, two-cohort multicenter clinical trial that is investigating the safety, tolerability, efficacy and pharmacokinetics of our plasma purified IVIG in a total of 75 patients suffering from PIDD, including 50 adults (cohort 1) and 25 children (cohort 2). The non-inferiority phase 3 clinical trial for IVIG in adults suffering from PIDD was completed in Q1 of 2018, meeting both the clinical primary and secondary endpoints, Prometic’s IVIG demonstrating comparable safety and efficacy data to existing commercial IVIG products without any significant drug related safety issues. The trial involving the pediatric cohort is expected to be completed in Q1 2019.

The primary end point is the rate of clinically documented serious bacterial infections (“SBIs”), defined as bacterial pneumonia, bacteremia and septicemia, osteomyelitis/septic arthritis, bacterial meningitis or visceral abscess. The FDA Guidance for Industry on studies required to support marketing of IVIG states: “…a statistical demonstration of a serious infection rate per person-year less than 1.0 is adequate to provide substantial evidence of efficacy”. Since there were no SBIs observed during the study, Prometic IVIG 10% met this requirement.

Secondary endpoints including episodes of fever (³100.4°F), number of missed days, number of days of hospitalization due to infection, number of days on antibiotics, number of infections other than SBI, and trough IgG level were comparable between Prometic’s IVIG and commercial drugs. Only 4.94 days/subject/year were lost from work with Prometic IVIG 10%, which was significantly less than the rate observed while on the commercial drug.

Primary immunodeficiencies are disorders in which part of the body’s immune system is missing or does not function normally. To be considered a primary immunodeficiency, the cause of the immune deficiency must not be secondary in nature (i.e., caused by other disease, drug treatment, or environmental exposure to toxins). Most primary immunodeficiencies are genetic disorders; the majority are diagnosed in children under the age of one, although milder forms may not be recognized until adulthood. While there are over 100 recognized PIDDs, most are very rare. About 1 in 500 people in the United States are born with a primary immunodeficiency2. Immune deficiencies can result in persistent or recurring infections, autoinflammatory disorders, tumors, and disorders of various organs. There are currently no cures for these conditions; treatment is palliative and consists of managing infections and boosting the immune system.

The Corporation plans to file a New Drug Submission with Health Canada and a BLA with the FDA. The IVIG regulatory timelines will be updated once the Ryplazim process is locked-in and approved by FDA.

Once approved for sale, Prometic’s production of IVIG in certain of its manufacturing facilities will be coordinated with the production of plasminogen, thus contributing to a higher revenue per liter of plasma processed.

 

2 

Lim MS, Elenitoba-Johnson KS (2004). “The Molecular Pathology of Primary Immunodeficiencies”. The Journal of molecular diagnostics : JMD. 6 (2): 59–83. doi:10.1016/S1525-1578(10)60493-X. PMC 1867474 PMID 15096561.

 

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NantPro, a subsidiary of the Corporation, is the entity responsible for commercializing IVIG for treatment of primary immunodeficiency diseases in the USA. These exclusive commercialization rights for IVIG for PIDD in the USA were granted pursuant to a license agreement entered between NantPro and its sister company, PBT, in 2012. PBT has also since then been providing development services for NantPro consisting of pre-clinical and regulatory activities, such as filing of the IND for IVIG for treatment of PIDD as well as preparing for and overseeing the on-going phase 3 clinical trial. NantPro and PBT also entered in an exclusive manufacturing and supply agreement in 2012 whereby NantPro would obtain 100% of its IVIG supply by PBT or an affiliate thereof on its behalf.

Inter Alpha-One Inhibitor proteins (“IAIP”) for the treatment of Necrotising Enterocolitis in Neonates (“NEC”):

Inter Alpha-One Inhibitor protein is the third biopharmaceutical arising from the plasma-derived therapeutics platform that is expected to be launched commercially, subject to FDA approval. It is currently in the pre-clinical development phase and the corporation’s intent is to meet with the FDA to define the optimal clinical trial to support the efficacy and safety in neonates suffering from NEC. Prometic’s IAIP for the treatment of NEC has been granted a rare pediatric disease designation by the FDA which makes it eligible to receive a priority review voucher upon regulatory approval. IAIP for the treatment of NEC has also been granted both Fast Track status and an Orphan Drug designation by the FDA.

NEC is a devastating inflammatory bowel condition that affects predominantly premature infants. NEC can ultimately destroy the wall of the bowel (intestine) and lead to perforation of the intestine and spillage of stool into the infant’s abdomen, which can result in an overwhelming infection and death. The cause of NEC is not well understood but appears to involve bacteria, injury to the bowel lining, inadequate oxygen supply to the bowel, and an abnormal immune response. Overall, NEC affects an estimated 8,000-12,000 live births each year in the USA. The disease has been reported to affect about 11 percent of very low birthweight infants born before 29 weeks of age. Mortality rates are high and range from about 15% to 30%3

NEC is the most commonly acquired gastrointestinal disease diagnosed in premature neonates and is one of the leading causes of death in neonatal intensive care units. The economic cost of NEC is high, accounting for approximately 19% of neonatal expenditures and an estimated $5 billion per year for hospitalizations in the United States alone. Even when surgery can be avoided, the average cost of hospitalization has been estimated at around $73,000, with a length of stay exceeding 22 days longer than that for other premature infants. However, if surgical care is required, there is an average additional cost of approximately $186,000, and infants require a length of stay 60 days longer than other premature infants.

The Corporation entered into various licensing and R&D service agreements with Prothera Biotherapeutics, Inc (“Prothera”) in 2015 for the purpose of advancing the development of IAIP for the treatment of NEC. Prothera have certain core competencies concerning IAIP that the Corporation does not need to replicate. With IAIP now being earmarked as a forthcoming follow-on therapeutic to enter the clinic once the Ryplazim BLA is approved, there is a need for the service agreement to be extended. During the quarter ended March 31, 2018, the Corporation entered into an agreement with Prothera whereby it made available a credit facility of US$2 million which shall be disbursed in equal quarterly installments of US$250,000 over the next 2 years.

Other Plasma-Derived Therapeutics

Prometic has developed processes to recover and purify several other proteins from plasma including fibrinogen, Alpha1 antitrypsin, albumin and C1 esterase Inhibitors. Several of these proteins and others for which their respective bioseparation process are under development, will eventually be advanced for

 

 

3. 

(Gephart, Ms Sheila M., et al. “Necrotizing enterocolitis risk: state of the science.” Advances in Neonatal Care 12.2 (2012):77

 

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clinical development. The Corporation has however elected to prioritize the advancement of multiple indications for its first anticipated plasma-derived product, Ryplazim (plasminogen) in both IV and sub-cutaneous formulations and dosage-forms as a means to accelerate revenue growth generated by the anticipated commercial launch of Ryplazim (plasminogen) and IVIG, as these products receive their respective regulatory approvals.

Bioseparations segment

Prometic’s Bioseparations segment is known for its world-class expertise in bioseparation, specifically for large-scale purification of biologics and the elimination of pathogens. These technologies are being used by several industry leaders. Prometic has also leveraged its own industry leading affinity technology to develop a highly efficient extraction and purification process of therapeutic proteins from human plasma in order to develop best-in-class therapeutics. The Bioseparations segment supplies the affinity resins to the Plasma-derived therapeutics segment and also to our licensees. The Corporation anticipates 2018 sales to exceed $21 million, which would represent a 30% increase compared to 2017 bioseparation revenues and anticipates a comparable level of revenue growth for 2019.

This growth is due to a number of factors including the expansion of manufacturing activities by existing clients who utilize Prometic’s products in their production processes, the adoption of products by new clients, the introduction of new products and the continuing expansion of the market for bioseparation products. The commencement of manufacturing operations in the new manufacturing space constructed in its existing Isle of Man facility between 2014 and 2017 has been confirmed. It provides the company with a four-fold increase in adsorbent production capacity. When fully utilized this new capacity will enable the company to manufacture over 35,000 litres of chromatography adsorbents with a value exceeding $133 million per annum. This additional adsorbent manufacturing capacity will be used to meet the growing demand for the segment’s products and will also provide the resins required for Prometic’s own PPPSTM plasma protein manufacturing operations.

SUBSEQUENT EVENT TO THIRD QUARTER 2018

The Corporation has signed a binding letter of intent with Structured Alpha LP (SALP), an affiliate of Peter J. Thomson’s investment firm, Thomvest Asset Management Inc., to extend the maturity dates of its US $80 million (CA $100 million) non-revolving credit facility (“CF”) and Original Issue Discount (“OID”) loans.

The US$80 million CF will be extended from November 30, 2019 to September 30, 2024 and all three OID loans will be extended from July 31, 2022 to September 30, 2024. Interest on amounts outstanding on the CF will continue to be payable quarterly at an annual rate of 8.5% during the period of the extension. As of July 31, 2022, the OID loans will be restructured into cash paying loans bearing interest at an annual rate of 10%, payable quarterly. The outstanding face values of the OID loans at that date will become the principal amounts of the restructured loans. As additional consideration for the extension of the maturity dates, Prometic will cancel 100,117,594 existing warrants and grant new warrants to SALP, bearing a term of 8 years and exercisable at a per share price equal to $1.00. The exact number of warrants to be granted will be set at a number that will result in SALP having a 19.99% fully-diluted ownership level in Prometic upon grant of the warrants to be issued no later than December 27, 2018.

 

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FINANCIAL PERFORMANCE

Amounts in tables are expressed in thousands of Canadian dollars, except per share amounts.

Results of operations

The consolidated statement of operations for the quarter and the nine months ended September 30, 2018 compared to the same period in 2017 are presented in the following table.

 

     Quarter ended September 30,      Nine months ended September 30,  
     2018      2017      2018      2017  

Revenues

   $ 12,330      $ 24,034      $ 36,777      $ 32,519  

Expenses

           

Cost of sales and other production expenses

     9,248        3,780        30,420        7,721  

Research and development expenses

     24,105        23,275        70,525        72,190  

Administration, selling and marketing expenses

     6,222        7,653        20,869        22,660  

Loss (gain) on foreign exchange

     (1,301      182        768        701  

Finance costs

     5,927        2,085        15,502        5,326  

Losses on extinguishments of liabilities

     1,278        4,191        1,278        4,191  

Share of losses of an associate

     22        —          22        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss before income taxes

   $ (33,171    $ (17,132    $ (102,607    $ (80,270
  

 

 

    

 

 

    

 

 

    

 

 

 

Income tax expense (recovery):

           

Current

     (3,934      1,898        (3,935      1,748  

Deferred

     (337      (1,280      (2,090      (3,628
  

 

 

    

 

 

    

 

 

    

 

 

 
     (4,271      618        (6,025      (1,880
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss

   $ (28,900    $ (17,750    $ (96,582    $ (78,390
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss attributable to:

           

Owners of the parent

     (28,472      (15,542      (92,413      (71,452

Non-controlling interests

     (428      (2,208      (4,169      (6,938
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ (28,900    $ (17,750    $ (96,582    $ (78,390
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss per share

           

Attributable to the owners of the parent

           

Basic and diluted

   $ (0.04    $ (0.02    $ (0.13    $ (0.11
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average number of outstanding shares (in thousands)

     718,127        704,446        715,422        675,282  
  

 

 

    

 

 

    

 

 

    

 

 

 

Revenues

Total revenues for the nine months ended September 30, 2018 were $36.8 million compared to $32.5 million during the comparative period of 2017 which represents an increase of $4.3 million. Total revenues for the quarter ended September 30, 2018 were $12.3 million compared to $24.0 million during the comparative period of 2017, representing a decrease of $11.7 million. Revenues in 2018 and 2017 included revenues from product sales, development service revenues and rental revenues. Revenues from each source may vary significantly from period to period.

The following table provides the breakdown of total revenues by source for the quarter and the nine months ended September 30, 2018 compared to the corresponding period in 2017.

 

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     Quarter ended September 30,      Nine months ended September 30,  
     2018      2017      2018      2017  

Revenues from the sale of goods

   $ 11,822      $ 3,880      $ 35,301      $ 10,982  

Milestone and licensing revenues

     —          19,724        —          19,724  

Revenues from the rendering of services

     445        169        1,024        1,050  

Rental revenue

     63        261        452        763  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 12,330      $ 24,034      $ 36,777      $ 32,519  
  

 

 

    

 

 

    

 

 

    

 

 

 

Revenues from the sale of goods, representing most of the 2018 revenues to date, were $35.3 million during the nine months ended September 30, 2018 compared to $11.0 million during the corresponding period of 2017, representing an increase of $24.3 million. The increased sales revenues for 2018 were mainly due to $19.7 million in sales of normal source plasma which occurred in the second and third quarters of 2018. The Corporation decided to sell this inventory as a result of the change in the production forecast due to the delay of the BLA approval for Ryplazim (plasminogen). The remainder of the increase of $4.6 million for the nine-month period is mainly due to an increase in third party sales in the Bioseparations segment by approximately 45%. This strong growth is a result of a number of factors including the expansion of manufacturing activities by existing clients, the adoption of products by new clients, the introduction of new products and the continuing expansion of the market for bioseparation products.

Revenues from the sale of goods were $11.8 million during the third quarter of 2018 compared to $3.9 million during the corresponding period of 2017, representing an increase of $7.9 million which was due to sales of $5.7 million of normal source plasma and an increase in third party bioseparations sales of $2.5 million.

Service revenues were approximately $1.0 million for both the nine months ended September 30, 2018 and 2017 and were mainly generated from the Bioseparations segment.

To date in 2018, the Corporation has not earned any milestone and licensing revenues, while during the quarter and nine months ended September 30, 2017, the Corporation recognized revenues of $19.7 million, generated by the Small molecule therapeutics segment and pertaining to a licensing agreement signed with Jiangsu Renshou Pharmaceutical Co, Ltd, an affiliate of Shenzhen Royal Asset Management Co., LTD (“SRAM”), regarding the licensing of the Chinese rights to its small molecules PBI-4050, PBI-4547 and PBI-4425. Having not received the licensing and milestone revenues within the specified payment terms, Prometic opted to terminate the licensing agreement in March 2018, thereby resulting in the return of all the rights previously conferred under the licensing agreement back to Prometic. During the fourth quarter of 2017, the Corporation wrote-off the accounts receivable and reversed the withholding taxes expected to be paid on this transaction to bad debt expense.

The Corporation earns rental revenues from the leasing of plant space at the Telesta Belleville manufacturing facility and subleasing of the former Telesta head offices located in Montreal. There were no significant revenues from the Small molecule therapeutics segment.

Cost of sales and other production expenses

Cost of sales and other production expenses were $30.4 million during the nine months ended September 30, 2018 compared to $7.7 million for the corresponding period in 2017, representing an increase of $22.7 million. Cost of sales and other production expenses were $9.2 million during the quarter ended September 30, 2018 compared to $3.8 million for the corresponding period in 2017, representing an increase of $5.5 million.

This statement of operation line item includes the cost of the inventory sold, production expenses related to commercial products that cannot be capitalized into inventory and inventory write-downs. $20.8 million and $5.4 million of the noted increases for the nine-month period and quarter respectively, are the result of the sales of normal source plasma in 2018. The year-to-date figure includes the write-down of $1.5 million taken during the first quarter in anticipation of a sale during the second quarter.

 

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The remainder of the increase in cost of sales and production expenses reflects the higher sales in the Bioseparations segment.

Research and development expenses

The R&D expenses for the quarter and the nine months ended September 30, 2018 compared to the same period in 2017 are presented in the following table, broken down into its two main components:

 

     Quarter ended September 30,      Nine months ended September 30,  
     2018      2017      2018      2017  

Manufacturing and purchase cost of therapeutics used for R&D activities

   $  10,251      $ 7,154      $ 28,170      $ 23,794  

Other research and development expenses

     13,854        16,121        42,355        48,396  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total research and development expenses

   $ 24,105      $ 23,275      $ 70,525      $ 72,190  
  

 

 

    

 

 

    

 

 

    

 

 

 

R&D expenses were $70.5 million during the nine months ended September 30, 2018 compared to $72.2 million for the corresponding period in 2017, representing a decrease of $1.7 million. R&D expenses were $24.1 million during the quarter ended September 30, 2018 compared to $23.3 million for the corresponding period in 2017, representing an increase of $0.8 million.

R&D expenses include the cost to manufacture Plasma-derived therapeutics and Small molecule therapeutics to be used in clinical trials, pre-clinical studies and development of our production processes. The Plasma-derived therapeutics are produced at the Laval plant and the Winnipeg CMO while the Small molecule therapeutics are manufactured by a third party for Prometic.

While the Corporation continues its efforts to secure various sources of financing and partnerships to launch phase 2 clinical trials in the Small molecule segment and initiate or resume many research projects in the Plasma-therapeutics segment, the Corporation has focused its resources on working towards refiling the BLA for RyplazimTM (plasminogen) and completing clinical trials that are currently underway. Consequently, the monthly cash expenditures for operating activities in 2018 has been significantly reduced compared to 2017.

The manufacturing and purchase cost of Plasma-derived and Small molecule therapeutics to be used for R&D activities was $28.2 million during the nine months ended September 30, 2018 compared to $23.8 million for the corresponding period in 2017, representing an increase of $4.4 million. The expense relating to the manufacturing of these therapeutics attributed to R&D expense was $10.3 million during the quarter ended September 30, 2018 compared to $7.2 million during the corresponding period of 2017, representing an increase of $3.1 million.

In 2018, there was a reduction in production activities at the Laval plant, as this facility focuses on addressing the comments received by the FDA during the audit of this facility at the end of 2017 as part of the review of the BLA for RyplazimTM (plasminogen). This resulted in a reduction in overall manufacturing expenses for Plasma-derived therapeutics. However, since there was no commercial production in 2018, none of these expenses were capitalized to inventories compared to 2017. In addition, the plasminogen inventory that was on hand as of the previous year end was expensed throughout the current year as the timeline for re-submitting the BLA became clearer and it became evident that a portion of the inventory would be used for additional engineering runs while the balance would be used to supply participants from the clinical trial while they await for it to become commercially available. The reduction in plasminogen inventory capitalized more than offset the overall reduction in manufacturing expenses, thus causing an increase in the manufacturing cost of therapeutics used for R&D activities for the nine months ended September 30, 2018 compared to the corresponding period of 2017.

 

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Other R&D expenses were $42.4 million during the nine months ended September 30, 2018 compared to $48.4 million for the corresponding period in 2017, representing a decrease of $6.0 million. The decrease is due to a reduction in external clinical trial and pre-clinical testing expenses. This was partially offset by an increase in spending on analytical assays and consultants assisting Prometic in the implementation of additional in-process controls requested by the FDA in their review of the CMC section of the BLA for congenital plasminogen deficiency.

Other R&D expenses were $13.9 million during the quarter ended September 30, 2018 compared to $16.1 million for the corresponding period in 2017, representing a decrease of $2.3 million reflecting the general decrease in R&D expenditures and a reduction in share-based compensation expense.

Administration, selling and marketing expenses

Administration, selling and marketing expenses declined slightly at $20.9 million during the nine months ended September 30, 2018 compared to $22.7 million for the corresponding period in 2017, representing a decrease of $1.8 million. Administration, selling and marketing expenses were $6.2 million during the quarter ended September 30, 2018 compared to $7.7 million for the corresponding period in 2017, representing a decrease of $1.4 million. The decreases are due mainly to reduction in consulting fees and employee compensation expenses.

Share-based payment expense

Share-based payment expense represents the expense recorded as a result of stock options and restricted stock units issued to employees and board members. These expenses have been recorded as follows:

 

     Quarter ended September 30,      Nine months ended September 30,  
     2018      2017      2018      2017  

Cost of sales and other production expenses

   $ 80      $ 129      $ 171      $ 299  

Research and development expenses

     495        1,350        1,287        2,870  

Administration, selling and marketing expenses

     582        1,276        1,525        2,922  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 1,157      $ 2,755      $ 2,983      $ 6,091  
  

 

 

    

 

 

    

 

 

    

 

 

 

Share-based payment expense was $3.0 million during the nine months ended September 30, 2018 compared to $6.1 million during the corresponding period of 2017, representing a decrease of $3.1 million. Share-based payment expense was $1.2 million during the quarter ended September 30, 2018 compared to $2.8 million during the corresponding period of 2017, representing a decrease of $1.6 million.

The RSU expense may vary significantly from period to period as certain milestones are met, the likelihood of other milestones increase or decrease as projects advance and the time to achieve the milestones before the RSU expiry decreases.

The share-based payment expense for both the current quarter and the nine months ended September 30, 2018 have declined principally as a significant portion of the RSU are performance based and reflect the increased timelines necessary for achievement of objectives due to the revised RyplazimTM (plasminogen) launch timelines and the careful monitoring of the cash expenditures, ultimately impacting management remuneration. In addition, Prometic has not made any significant grants of options and RSU during 2018.

This was partially offset by the impact of the modification to the Corporations stock option and restricted share unit plans in August 2018 to provide additional vesting rights to participants meeting certain service and age requirements. The impact of these changes on the share-based payment expense is the recognition of certain tranches within the various grants over a shorter period resulting in the acceleration of the expense recognition. The cumulative impact of these changes during the quarter and the nine months ended September 30, 2018 on unvested stock option and restricted share units awards is an increase of $0.7 million in expense.

 

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Finance costs

Finance costs were $15.5 million for the nine months ended September 30, 2018 compared to $5.3 million during the corresponding period of 2017, representing an increase of $10.2 million. This increase reflects the higher level of debt during the nine months ended September 30, 2018 compared to the same period of 2017, including the increase in the carrying amount of the OID loans, the amounts drawn on the CF and the higher cost of borrowing of the CF. Finance costs were $5.9 million for the quarter ended September 30, 2018 compared to $2.1 million during the corresponding period of 2017, representing an increase of $3.8 million. Total long-term debt on the consolidated statement of financial position was $150.5 million at September 30, 2018 compared to $61.1 million at September 30, 2017.

Losses on extinguishments of liabilities

SALP, the holder of the long-term debt used the set-off of principal right under the OID loan agreements to settle the amounts due to the Corporation for the August and September 2018 draws on the CF, representing $3.9 million (US$3 million), as required by the royalty agreement.

As a result of the use of the set-off of principal right to settle these liabilities, the face value of the second OID loan was reduced by $3.9 million, from $21.2 million to $17.3 million. These transactions were accounted for as an extinguishment of a portion of the OID loan and the difference between the adjustment to the carrying value of the loan of $2.6 million and the reduction in the face value of the OID loan of $3.9 million, was recorded as a losses on extinguishments of liabilities of $1.3 million.

In 2017, SALP used the set-off of principal right under the loan agreements, to settle the amounts due to the Corporation following its participation in a private placement for 5,045,369 common shares which occurred concurrently with the closing of a public offering of common shares, on July 6, 2017.

As a result, the face value of the third OID loan was reduced by $8.6 million, from $39.2 million to $30.6 million. The reduction of $8.6 million is equivalent to the value of the shares issued at the agreed price of $1.70 concluded in connection with the private placement. This transaction was accounted for as an extinguishment of a portion of the OID loan and the difference between the adjustment to the carrying value of the loan of $4.1 million and the amount recorded for the shares issued of $8.3 million was recorded as a loss on extinguishment of liability of $4.2 million for the nine months ended September 30, 2017.

Income taxes

The Corporation recorded an income tax recovery of $6.0 million during the nine months ended September 30, 2018 compared to $1.9 million for the corresponding period of 2017, representing an increase of $4.1 million. The Corporation recorded an income tax recovery of $4.3 million during the quarter ended September 30, 2018 compared to an income tax expense of $0.6 million for the corresponding period of 2017, representing an increase in recovery of $4.9 million.

The current income tax recoveries for the quarter and nine months ended September 30, 2018, relate to the recognition of UK R&D tax credits expected to be claimed on the 2018 R&D expenditures to date. These were recorded in the current quarter since it was only then that the Corporation became relatively certain that it would qualify once again in 2018 for the small and medium enterprise R&D credits. In the comparative periods for 2017, the Corporation had recognized a current income tax expense of $1.9 million and $1.7 million for the quarter and nine months ended September 30, 2017 mainly as a result of the withholding taxes due on the license and milestone revenues generated during those periods.

The main reason for the deferred income tax recoveries is the recognition of deferred tax assets pertaining to the unused tax losses attributable to Prometic as a partner in NantPro, our partnership with NantPharma to develop and commercialize IVIG for the U.S. market. The reduction in the deferred tax recoveries reflect the lower spending on the IVIG program in 2018 compared to the previous period and the reduction in the U.S.A. federal corporate income tax rate.

 

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Net loss

The Corporation incurred a net loss of $96.6 million during the nine months ended September 30, 2018 compared to a net loss of $78.4 million for the corresponding period of 2017, representing an increase in the net loss of $18.2 million. The Corporation incurred a net loss of $28.9 million during the quarter ended September 30, 2018 compared to a net loss of $17.8 million for the corresponding period of 2017, representing an increase of $11.2 million. The main reason for the increase in the net loss is that the results for the quarter and the nine months ending September 30, 2017 included $19.7 million in milestone and licensing revenues pertaining to a licensing agreement signed with Jiangsu Renshou Pharmaceutical Co, Ltd, an affiliate of SRAM.

EBITDA analysis

The Adjusted EBITDA for the Corporation for the quarter and the nine months ended September 30, 2018 and 2017 are presented in the following tables:

 

     Quarter ended September 30,      Nine months ended September 30,  
     2018      2017      2018      2017  

Net loss

   $ (28,900    $ (17,750    $ (96,582    $ (78,390

Adjustments to obtain Adjusted EBITDA

           

Loss (gain) on foreign exchange

     (1,301      182        768        701  

Finance costs

     5,927        2,085        15,502        5,326  

Losses on extinguishments of liabilities

     1,278        4,191        1,278        4,191  

Share of losses of an associate

     22        —          22        —    

Income tax expense (recovery)

     (4,271      618        (6,025      (1,880

Depreciation and amortization

     1,345        1,185        4,056        3,266  

Share-based payment expense

     1,157        2,755        2,983        6,091  
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ (24,743    $ (6,734    $ (77,998    $ (60,695
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA is a non-GAAP measure that is not defined or standardized under IFRS and it is unlikely to be comparable to similar measures presented by other companies. The Corporation believes that Adjusted EBITDA provides an additional insight regarding the cash used in operating activities on an on-going basis. It also reflects how management analyzes the Corporation’s performance and compares that performance against other companies. In addition, we believe that Adjusted EBITDA is a useful measure as some investors and analysts use EBITDA and similar measures to compare the Corporation against other companies. Adjusted EBITDA adjusts Net loss for the elements presented in the table above. Inventory write-downs are not excluded from this measure.

Total Adjusted EBITDA for the Corporation was $(78.0) million for the nine months ended September 30, 2018 compared to $(60.7) million for the comparative period of 2017, representing a decrease in Adjusted EBITDA loss of $17.3 million and at $(24.7) million for the quarter ended September 30, 2018 compared to $(6.7) million for the comparative period of 2017, representing a decrease in EBITDA of $18.0 million. The main reason for the decrease is that in the comparative periods of 2017, the Corporation recognized milestone and licensing revenues of $19.7 million in regards to a licensing agreement signed with Jiangsu Renshou Pharmaceutical Co, Ltd, an affiliate of SRAM. This was partially offset by an increase in revenues generated from sales of bioseparation products and the margins they generate and the decline in R&D and administration, selling and marketing expenses during the current periods.

 

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Segmented information analysis

For the nine months ended September 30, 2018 and 2017

The profit (loss) for each segment and the net loss before income taxes for the Corporation for the nine months ended September 30, 2018 and 2017 are presented in the following tables.

 

For the nine months ended September 30, 2018

   Small
molecule
therapeutics
    Plasma-
derived
therapeutics
    Bioseparations     Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 21,148     $ 15,523     $ 106     $ 36,777  

Intersegment revenues

     —         21       319       (340     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     —         21,169       15,842       (234     36,777  

Cost of sales and other production expenses

     —         22,067       8,553       (200     30,420  

Manufacturing and purchase cost of therapeutics used for R&D activities

     1,751       26,565       —         (146     28,170  

R&D - Other expenses

     11,647       25,694       5,013       1       42,355  

Administration, selling and marketing expenses

     2,770       8,317       2,243       7,539       20,869  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ (16,168   $ (61,474   $ 33     $ (7,428   $ (85,037

Loss on foreign exchange

             768  

Finance costs

             15,502  

Losses on extinguishments of liabilities

             1,278  

Share of losses of an associate

             22  
          

 

 

 

Net loss before income taxes

           $ (102,607
          

 

 

 

Other information

          

Depreciation and amortization

   $ 350     $ 2,724     $ 727     $ 255     $ 4,056  

Share-based payment expense

     579       789       190       1,425       2,983  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the nine months ended September 30, 2017

   Small
molecule
therapeutics
    Plasma-
derived
therapeutics
    Bioseparations     Reconciliation
to statement
of operations
    Total  

External revenues

   $ 19,724     $ 2,065     $ 10,664     $ 66     $ 32,519  

Intersegment revenues

     —         27       1,459       (1,486     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     19,724       2,092       12,123       (1,420     32,519  

Cost of sales and other production expenses

     533       2,895       5,893       (1,600     7,721  

Manufacturing and purchase cost of therapeutics used for R&D activities

     1,414       22,807       —         (427     23,794  

R&D - Other expenses

     12,559       29,780       5,448       609       48,396  

Administration, selling and marketing expenses

     2,792       9,272       1,925       8,671       22,660  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ 2,426     $ (62,662   $ (1,143   $  (8,673   $ (70,052

Loss on foreign exchange

             701  

Finance costs

             5,326  

Losses on extinguishments of liabilities

             4,191  
          

 

 

 

Net loss before income taxes

           $ (80,270
          

 

 

 

Other information

          

Depreciation and amortization

   $ 310     $ 2,057     $ 636     $ 263     $ 3,266  

Share-based payment expense

     1,017       1,552       291       3,231       6,091  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Small molecule therapeutics segment

The segment loss for Small molecule therapeutics was $16.2 million during the nine months ended September 30, 2018 compared to a $2.4 million profit during the corresponding period, a decrease of $18.6 million mainly due to the recognition of $19.7 million in milestone and licensing revenues in 2017 in regards to a licensing agreement signed with Jiangsu Renshou Pharmaceutical Co, Ltd, an affiliate of SRAM, whereas no revenues were recorded in 2018.

Plasma-derived therapeutic segment

The revenues for the Plasma-derived therapeutics segment are usually generated from the sales of specialty plasma to third parties, the provision of services to licensees and some rental revenues coming from the leasing of a portion of the Belleville plant. During the nine months ended September 30, 2018, the segment sold $19.7 million of normal source plasma. As a result of the change in the production forecast due to the delay of the BLA approval for Ryplazim (plasminogen), the Corporation decided to sell this inventory. The normal source plasma sold during the period, was sold at a value slightly below its carrying amount, generating a negative margin of $1.0 million.

 

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The manufacturing cost of plasma-derived therapeutics used for R&D activities was higher during the nine months ended September 30, 2018 at $26.6 million compared to $22.8 million during the corresponding period of 2017, representing an increase of $3.8 million. In 2018 there was a reduction in production activities at the Laval plant while that facility focuses on addressing the comments received by the FDA during the audit of this facility at the end of 2017 as part of the review of the BLA for RyplazimTM (plasminogen). This resulted in a reduction in overall manufacturing expenses for Plasma-derived therapeutics, however since there was no commercial production in 2018, none of these expenses were capitalized to inventories compared to 2017. In addition, the plasminogen inventory that was on hand as of the previous year end was expensed throughout the current year as the timeline for re-submitting the BLA became clearer. It became evident that a portion of the inventory would be used for additional engineering runs while the balance would be used to supply the patients who were part of the clinical trials while they await for it to become commercially available. The reduction in plasminogen inventory capitalized more than offset the overall reduction in manufacturing expenses, thus causing an increase in the manufacturing cost of therapeutics used for R&D activities for the nine months ended September 30, 2018 compared to the corresponding period of 2017.

Other R&D expenses were $25.7 million during the nine months ended September 30, 2018 compared to $29.8 million during the corresponding period of 2017 representing a decrease of $4.1 million. The decrease is mainly due to the reduction in the clinical trial and pre-clinical research expenses which were partially offset by additional spending in relation to the implementation and validation of additional analytical assays and “in-process” controls in the manufacturing of Ryplazim (plasminogen).

Administration, selling and marketing expenses decreased by $1.0 million during the nine months ended September 30, 2018 compared to the corresponding period in 2017 due to a reduction in consultant fees that the segment invested in to prepare for the commercial launch of Ryplazim (plasminogen). These activities are expected to resume in 2019.

Overall, the segment loss for Plasma-derived therapeutics at $61.5 million during the nine months ended September 30, 2018 was slightly lower than the $62.7 million loss during the corresponding period of 2017.

Bioseparations segment

The revenues for the Bioseparations segment are generated mainly from sales of goods, by providing resin development services to external customers and from its transactions with the Plasma-derived therapeutics segment. Revenues for the segment increased by $3.7 million for the nine months ended September 30, 2018 compared to the corresponding period of 2017 of which $4.9 million is an increase due to revenues from third parties and $1.1 million is a decrease due to Intersegment revenues. This strong growth in third party sales is due to a number of factors including the expansion of manufacturing activities by existing clients who utilize Prometic’s products in their production processes, the adoption of products by new clients, the introduction of new products and the continuing expansion of the market for bioseparation products. The higher external sales revenue in Great British Pounds (“GBP”) was compounded by a higher CAD/GBP exchange rate this year compared to the same period in 2017. The decline in intersegment revenues was due to less demand from the Plasma-derived therapeutic segment resulting from a reduction in their production activities.

The cost of sales and other production expenses increased mainly due to the increase in sales and margins percentages were similar over both periods. Other R&D expenses and Administration, selling and marketing costs remained relatively stable.

The Bioseparations segment broke even during the nine months ended September 30, 2018 compared to a loss of $1.1 million during the corresponding period in 2017 mainly due to the increased contribution from the sales of goods.

 

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Revenues from the sale of goods is composed of different products and the margins on individual products vary significantly. Several Prometic products are custom designed for specific customers. Since key customers tend to place significant orders that may not be repeated on a yearly basis, the sales for individual products are quite variable. This is compounded by the fact that a high proportion of sales in a given period usually come from a limited number of customers. If larger customers purchase higher margin product or lower margin product, it creates volatility in the total margins and the cost of goods sold from period to period. In addition, the size of the orders affects the batch size used in production, and larger batch sizes typically result in higher gross margins.

For the quarters ended September 30, 2018 and 2017

The profit (loss) for each segment and the net loss before income taxes for the Corporation for quarters ended September 30, 2018 and 2017 are presented in the following tables.

 

For the quarter ended September 30, 2018

   Small
molecule
therapeutics
    Plasma-
derived
therapeutics
    Bioseparations     Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 6,187     $ 6,107     $ 36     $ 12,330  

Intersegment revenues

     —         7       —         (7     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     —         6,194       6,107       29       12,330  

Cost of sales and other production expenses

     —         5,536       3,758       (46     9,248  

Manufacturing and purchase cost of therapeutics used for R&D activities

     —         10,273       —         (22     10,251  

R&D - Other expenses

     4,166       8,071       1,616       1       13,854  

Administration, selling and marketing expenses

     958       2,598       741       1,925       6,222  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ (5,124   $  (20,284   $ (8   $ (1,829   $ (27,245

Gain on foreign exchange

             (1,301

Finance costs

             5,927  

Losses on extinguishments of liabilities

             1,278  

Share of losses of an associate

             22  
          

 

 

 

Net loss before income taxes

           $ (33,171
          

 

 

 

Other information

          

Depreciation and amortization

   $ 93     $ 932     $ 232     $ 88     $ 1,345  

Share-based payment expense

     254       293       66       544       1,157  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the quarter ended September 30, 2017

   Small
molecule
therapeutics
    Plasma-
derived
therapeutics
    Bioseparations     Reconciliation
to statement
of operations
    Total  

External revenues

   $ 19,724     $ 651     $ 3,626     $ 33     $ 24,034  

Intersegment revenues

     —         9       647       (656     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     19,724       660       4,273       (623     24,034  

Cost of sales and other production expenses

     533       1,694       2,472       (919     3,780  

Manufacturing and purchase cost of therapeutics used for R&D activities

     303       7,194       —         (343     7,154  

R&D—Other expenses

     4,622       8,976       1,917       606       16,121  

Administration, selling and marketing expenses

     1,158       3,546       647       2,302       7,653  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ 13,108     $ (20,750   $ (763   $ (2,269   $ (10,674

Loss on foreign exchange

             182  

Finance costs

             2,085  

Losses on extinguishments of liabilities

             4,191  
          

 

 

 

Net loss before income taxes

           $ (17,132
          

 

 

 

Other information

          

Depreciation and amortization

   $ 110     $ 779     $ 194     $ 102     $ 1,185  

Share-based payment expense

     465       716       134       1,440       2,755  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Small molecule segment

The segment loss for Small molecule therapeutics was $5.1 million during the quarter ended September 30, 2018 compared to a profit of $13.1 million for the corresponding period in 2017, representing an increase in loss of $18.2 million. The increase in loss is because the 2017 results include $19.7 million in milestone and licensing revenues pertaining to a licensing agreement signed with Jiangsu Renshou Pharmaceutical Co, Ltd, an affiliate of SRAM. This was partially offset by a reduction in R&D expenditures.

 

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During the quarter ended September 30, 2018, the Corporation corrected the allocation of the total R&D expenses between the manufacturing and purchasing cost of therapeutics and the other R&D expenses within the Small molecule segment. Previously, no amounts had be presented under manufacturing and purchase cost for the Small molecules therapeutics segment. The total segment loss presented during the first and second quarters of 2018 remains unchanged and the above tables for the quarter and the nine months ended September 30, 2018 reflect the correction. The restated R&D figures for the previous 2018 quarters are as follows:

 

     Quarter ended
March 31, 2018
     Quarter ended
June 30, 2018
     Six months ended
June 30, 2018
 

Manufacturing and purchase cost of therapeutics used for R&D activities

   $ 684      $ 1,067      $ 1,751  

Other research and development expenses

     4,266        3,215        7,481  
  

 

 

    

 

 

    

 

 

 

Total research and development expenses

   $ 4,950      $ 4,282      $ 9,232  
  

 

 

    

 

 

    

 

 

 

Plasma-derived therapeutics segment

The segment loss for Plasma-derived therapeutics remained at similar levels during the quarter ended September 30, 2018 compared to the corresponding period in 2017. The increase in net sales was due to a $5.7 million sale of normal source plasma during the quarter which generated a gross margin of $0.5 million. The cost of manufacturing the therapeutics used in R&D activities increased mainly due to variation of inventories capitalized or expensed and the higher number of manufacturing weeks at the CMO facility in Winnipeg during the third quarter of 2018 compared the same period in 2017. Other R&D expenses declined slightly. Administration, selling and marketing expenses declined during the quarter ended September 30, 2018 compared to the corresponding period in 2017 mainly due to a reduction in marketing expenses.

Bioseparations segment

Revenues for the segment increased by $1.8 million for the quarter ended September 30, 2018 compared to the corresponding period of 2017 mainly as a result of higher product sales to third parties. The increase in the sales and the margin contribution contributed to the segment breaking even during the quarter ended September 30, 2018 compared to a loss of $0.8 million during the corresponding period in 2017.

 

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Financial condition

The consolidated statements of financial position at September 30, 2018 and December 31, 2017 are presented in the following table, followed by a discussion of the key changes in the statement of financial position between both dates.

 

     September 30,
2018
     December 31,
2017
 

Cash

   $ 21,353      $ 23,166  

Accounts receivable

     5,454        6,839  

Income tax receivable

     5,071        4,116  

Inventories

     14,983        36,013  

Prepaids

     2,111        2,141  
  

 

 

    

 

 

 

Total current assets

     48,972        72,275  

Long-term income tax receivable

     111        108  

Other long-term assets

     5,668        8,663  

Capital assets

     46,450        45,254  

Intangible assets

     162,525        156,647  

Investment in an associate

     1,182        —    

Deferred tax assets

     926        926  
  

 

 

    

 

 

 

Total assets

   $ 265,834      $ 283,873  
  

 

 

    

 

 

 

Accounts payable and accrued liabilities

   $ 29,231      $ 29,954  

Advance on revenues from a supply agreement

     —          1,901  

Current portion of long-term debt

     2,139        3,336  

Deferred revenues

     806        829  
  

 

 

    

 

 

 

Total current liabilities

     32,176        36,020  

Long-term portion of operating and finance lease inducements and obligations

     1,900        2,073  

Other long-term liabilities

     4,326        3,335  

Long-term debt

     150,544        83,684  

Deferred tax liabilities

     12,902        15,330  
  

 

 

    

 

 

 

Total liabilities

   $ 201,848      $ 140,442  
  

 

 

    

 

 

 

Share capital

   $ 581,842      $ 575,150  

Contributed surplus

     18,708        16,193  

Warrants and future investment rights

     85,675        73,944  

Accumulated other comprehensive loss

     (1,864      (1,622

Deficit

     (651,911      (541,681
  

 

 

    

 

 

 

Equity attributable to owners of the parent

     32,450        121,984  

Non-controlling interests

     31,536        21,447  
  

 

 

    

 

 

 

Total equity

     63,986        143,431  
  

 

 

    

 

 

 

Total liabilities and equity

   $ 265,834      $ 283,873  
  

 

 

    

 

 

 

Inventories

Inventories decreased by $21.0 million at September 30, 2018 compared to December 31, 2017 principally due to the sale of normal source plasma inventory which was no longer required in the near term, and the use of the plasminogen work in progress inventory that existed at the December 31, 2017 for engineering runs and to supply participants in the plasminogen congenital deficiency clinical trials while they await for the therapeutic to become commercially available. These decreases were partially offset by an increase in bioseparations finished goods inventory.

 

29 of 38


Other long-term assets

Other long-term assets decreased by $3.0 million at September 30, 2018 compared to December 31, 2017. The decrease is mainly due to the collection of the long-term receivable of $1.9 million during the current quarter, the reclass of $1.2 million of equity investment in scope of IFRS 9 to the investment in an associate (see below) and the reduction in the deferred financing costs by $1.6 million principally due to the amortization of the cost incurred in establishing the CF. These decreases were partially offset by the acquisition of an option to buy production equipment of $0.7 million and an increase in the investment in convertible debt of ProThera Biologics, Inc. (“ProThera”), for $1.0 million.

Intangible assets

Intangible assets increased by $5.9 million at September 30, 2018 compared to December 31, 2017. The increase is mainly due to the acquisition of two intellectual property licences relating to new indications for Plasma-derived therapeutics that the Corporation may target for future development. In consideration for the licences, the Corporation issued 4,000,000 warrants and committed to paying US$3 million, US$1 million on the date of the transaction, and another US$1 million on both the first and second anniversary of the transaction, to be settled in common shares of the Corporation. A financial liability has been recognised for the second and third payments.

Investment in an associate

During the quarter ended September 30, 2018, the Corporation concluded it exerted significant influence over ProThera a company headquartered in Rhode Island, U.S.A., as of August 15, 2018. As such, ProThera is considered an associate and consequently, the equity investment in ProThera is accounted for using the equity method. Following this determination, an amount of $1.2 million representing the investment in common shares of ProThera that was previously presented under other long-term assets was reclassified as an investment in an associate.

Prometic is in the process of developing fair value estimates as required when an investment becomes an associate. The amounts recognized in the quarter are therefore based on the preliminary analysis. The ultimate impact of this transaction may change once this analysis is completed, which is expected by the end of fiscal 2018.

Starting from the time ProThera became an associate, the Corporation will recognize its share of ProThera’s profits and losses. Further details on the accounting policy for associates and this particular event are provided in notes 2 and 8 of the condensed interim consolidated financial statements for the quarter and nine months ended September 30, 2018.

Advance on revenues from a supply agreement

The advance on revenues from a supply agreement was repaid in full during the quarter ended September 30, 2018 which puts an end to this arrangement.

Long-term debt

Long-term debt increased by $66.9 million at September 30, 2018 compared to December 31, 2017. The increase is primarily due to the US$50 million drawn on the CF since December resulting in an increase in the long-term debt of $59.6 million. The interest accretion on the long-term debt during the nine months ended September 30, 2018 was $13.6 million. Those increases were partially offset by repayment made on long-term debt of $1.9 million, the repayment of stated interest on long-term debt of $3.9 million and the reduction in the OID loans following an extinguishments of liabilities.

Deferred tax liabilities

Deferred tax liabilities decreased by $2.4 million at September 30, 2018 compared to December 31, 2017 mainly due by the recognition of $2.1 million in deferred income tax assets on NantPro losses during the nine months ended September 30, 2018. The remainder of the decrease in the liability is due to the appreciation of the USD compared to the CAD increasing the Canadian dollar value of those deferred tax assets in the financial statements.

 

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Share Capital

Share capital increased by $6.7 million at September 30, 2018 compared to December 31, 2017 mainly due to the issuance of common shares for the acquisition of the non-controlling shareholders 13% interest in Prometic Bioproduction Inc. in exchange for 4,712,422 common shares at $3.6 million and the acquisition of licenses and an option to buy equipment, the total valued at $2.0 million. The remainder of the increase is due to the issuance of shares from the exercise of stock options.

Contributed surplus

Contributed surplus increased by $2.5 million at September 30, 2018 compared to December 31, 2017. The increase is principally due to the recognition of share-based payment expense of $3.0 million during the nine months ended September 30, 2018, partially offset by the exercise of stock options.

Warrants and future investment rights

Warrants and future investment rights increased by $11.7 million at September 30, 2018 compared to December 31, 2017 mainly due to the issuance of 4,000,000 warrants valued at $1.7 million for the acquisition of a license and the recognition of the vested portion of the Seventh Warrants which were issued on November 30, 2017, pursuant to entering into a CF agreement. During the nine months ended September 30, 2018, 28,000,000 of those warrants have vested and have been recognized for an amount of $10.0 million.

Non-controlling interests (“NCI”)

The non-controlling interests increased by $10.1 million at September 30, 2018 compared to December 31, 2017. The variation in the NCI between September 30, 2018 and December 31, 2017 is shown below:

 

Balance at December 31, 2017

   $  21,447  

Share in losses

     (4,169

Share in Prometic’s funding of NantPro

     2,609  

Derecognition of the NCI in Prometic Bioproduction Inc.

     11,649  
  

 

 

 

NCI balance at September 30, 2018

   $ 31,536  
  

 

 

 

In April 2018, the Corporation and the non-controlling shareholders of Prometic Bioproduction Inc. entered into an agreement whereby Prometic would acquire the non-controlling shareholders 13% interest in the subsidiary in exchange for 4,712,422 common shares of the Corporation. The difference of $15,278 between the value of the equity issued in payment of the 13% ownership acquired of $3,629 and the value of the total net liabilities attributed to the NCI at the date of the transaction of $11,649 that was derecognized from the statement of financial position, was recognized in the deficit to reflect Prometic’s increase in the ownership of the subsidiary.

Cash flow analysis

The condensed interim consolidated statements of cash flows for the nine months ended September 30, 2018 and the comparative period in 2017 are presented below.

 

     Nine months ended September 30,  
     2018      2017  

Cash flows used in operating activities

   $  (56,992    $ (95,018

Cash flows from financing activities

     59,727        92,779  

Cash flows from (used in) investing activities

     (4,731      3,814  
  

 

 

    

 

 

 

Net change in cash during the period

     (1,996      1,575  

Net effect of currency exchange rate on cash

     183        (323

Cash beginning of period

     23,166        27,806  
  

 

 

    

 

 

 

Cash end of the period

   $ 21,353      $ 29,058  
  

 

 

    

 

 

 

 

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Cash flow used in operating activities reduced by $38.0 million during the nine months ended September 30, 2018 compared to the same period in 2017, primarily as a result of inflows from the sale of normal source plasma in 2018, which had been capitalized as inventory in the comparative period and a reduction in spending to build up plasminogen inventories compared to 2017.

Cash flows from financing activities decreased by $33.1 million during the nine months ended September 30, 2018 compared to the same period in 2017. The cash flow received from the issuance of debt and warrants during the nine months ended September 30, 2018 was higher by $40.8 million compared to those received during the corresponding period of 2017 but lower than the proceeds received from the exercise of the future investment rights of $21.1 million and the proceeds of share issuances of $53.1 million during the nine months ended September 30, 2017.

Cash flows from investing activities decreased by $8.5 million during the nine months ended September 30, 2018 compared to the same period in 2017. In 2017, the Corporation sold marketable securities and short-term investments of $11.1 million while there was no such sale in 2018. This decrease in inflows was partially offset by a reduction in the payments made for the acquisition of capital assets.

LIQUIDITY AND CONTRACTUAL OBLIGATIONS

The Corporation funds its research and development activities with profits generated mainly from the sale of bioseparation products to third parties, the revenues it receives from licensing agreements, and periodically from the issuance of shares, warrants and long-term debt. During 2018, the Corporation also sold plasma inventory that it would normally use in manufacturing but did not require in the short-term. Depending on the licensing agreements or agreements entered into with third parties to jointly develop a therapeutic for a certain health indication and market, the Corporation will likely need to secure additional funds to finance its R&D activities until such time as the Plasma-derived therapeutics that are currently at the BLA stage (plasminogen for congenital deficiency) and still in phase 3 clinical trials (IVIG for PIDD), are commercialized and generating revenues.

As the Corporation develops its scale-up plans for both production capacity and plasma sourcing, the level of future investment required will be determined by the decision to scale-up in-house or via outsourcing to third parties. The Corporation’s capacity to successfully attract new financings will depend namely on the attractiveness of Prometic’s common shares to investors, which will be influenced by many factors including the success of our regulatory filings, the progression of clinical trials, the market risks and economic merits of our projects.

On October 29, 2018, the Corporation signed a binding letter of intent with SALP to extend the maturity date of the US$80 million CF from November 30, 2019 to September 30, 2024 and all three OID loans from July 31, 2022 to September 30, 2024.

Interest on amounts outstanding on the CF will continue to be payable quarterly at an annual rate of 8.5% during the period of the extension. As of July 31, 2022, the OID loans will be restructured into cash paying loans bearing interest at an annual rate of 10%, payable quarterly. The outstanding face values of the OID loans at that date will become the principal amounts of the restructured loans. As additional consideration for the extension of the maturity dates, Prometic will cancel 100,117,594 existing warrants and grant new warrants to SALP, bearing a term of 8 years and exercisable at a per share price equal to $1.00. The exact number of warrants to be granted will be set at a number that will result in SALP having a 19.99% fully-diluted ownership level in Prometic upon grant of the warrants to be issued no later than December 27, 2018. The Corporation has not yet finalized the amounts to be recorded for this transaction.

The extension of the maturity date of the CF provides a significant improvement to the near-term cash requirements of the Corporation. This means that the funds we will be able to obtain from future financing initiatives will be invested in our key business initiatives, first of which is the launch of RyplazimTM (plasminogen).

 

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Looking ahead, there are several transactions that may generate additional cash inflows that will support the ongoing operational expenditures including:

 

   

The remaining US$10.0 million still available to draw upon under the CF;

 

   

In March 2018, the Corporation filed a final shelf prospectus valid for a period of 25 months that would enable a variety of equity financing transactions up to an aggregate of $250.0 million. In addition to this financing option, the Corporation is actively pursuing other financing opportunities;

 

   

The Corporation has approached governmental agencies in regard to financing certain manufacturing projects and these discussions could lead to financing for a portion of those costs;

 

   

the Corporation is in ongoing discussions with potential partners for its drug pipeline. Any such discussions may lead to a licensing transaction which could generate a combination of licensing, milestone and royalty revenues and;

 

   

the Corporation is currently actively involved in negotiating both equity and equity-linked financing instruments.

In addition to the efforts to obtain financing, the Corporation adjusts its R&D and general spending to take into consideration its working capital position over time. This also includes the Corporation implementing cost-saving measures.

Although the Corporation believes that it will be able to obtain the necessary funding as in the past, there can be no assurance of the success of these plans. Therefore, the use of the going concern assumption, on which the condensed interim consolidated financial statements as at September 30, 2018 are prepared, may not be appropriate as Prometic’s main activities continue to be in the R&D stage and during the nine months ended September 30, 2018, the Corporation incurred a net loss of $96.8 million and used $57.0 million in cash for its operating activities, while at September 30, 2018, the current assets net of current liabilities is a surplus of $16.8 million. These circumstances indicate the existence of a material uncertainty that may cast significant doubt about the Corporation’s ability to continue as a going concern without a significant restructuring and/or financing. The condensed interim consolidated financial statements for the quarter and nine months ended September 30, 2018 do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Corporation be unable to continue as a going concern. Such adjustments could be material.

Financial obligations

The timing and expected contractual outflows required to settle the financial obligations of the Corporation recognized in the consolidated statement of financial position at September 30, 2018 are presented in the table below:

 

            Contractual Cash flows  

At September 30, 2018

   Carrying
amount
     Payable
within 1 year
     2 - 3 years      Later than
4 years
     Total  

Accounts payable and accrued liabilities 1)

   $ 26,949      $ 26,949      $ —        $ —        $ 26,949  

Long-term portion of settlement fee payable

     98        —          115        —          115  

Long-term portion of royalty payment obligations

     2,865        —          3,276        335        3,611  

Long-term license acquisition payment obligation

     1,289        —          1,290        —          1,290  

Long-term debt 2)

     152,683        9,911        91,881        113,469        215,261  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 183,884      $ 36,860      $ 96,562      $ 113,804      $ 247,226  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1) 

Excluding $2,282 for current portion of operating and finance lease inducement and obligations.

2) 

Under the terms of the OID loans and the CF, the holder of Second, Third, Fourth, Fifth, Sixth and Seventh Warrants may decide to cancel a portion of the face values of these loans as payment upon the exercise of these warrants. The maximum repayment due on these loans has been included in the above table. In addition, SALP may use its right to set-off amounts it may owe to Prometic by reducing the OID loans.

 

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Commitments

The Corporation’s commitments have remained essentially unchanged from those disclosed in the MD&A for the year ended December 31, 2017.

SUMMARY OF QUARTERLY RESULTS

The following table presents selected quarterly financial information for the last eight quarters:

 

            Net loss attributable  
            to the owners of the parent  

Quarter ended

   Revenues      Total      Per share
basic & diluted
 

September 30, 2018

   $ 12,330      $ (28,472    $  (0.04

June 30, 2018

     20,155        (32,270)        (0.05

March 31, 2018

     4,292        (31,671)        (0.04

December 31, 2017

     6,596        (38,279)        (0.05

September 30, 2017

     24,034        (15,542)        (0.02

June 30, 2017

     3,619        (29,513)        (0.04

March 31, 2017

     4,866        (26,397)        (0.04

December 31, 2016

     4,111        (37,308)        (0.06
  

 

 

    

 

 

    

 

 

 

Revenues from period to period may vary significantly as these are affected by the timing of orders for goods, the shipment of the orders, and the timing of providing research services under service agreements. The revenues are also affected by the timing of the signing of licensing agreements and achievement of milestones established in these agreements and how these revenues are recognized for accounting purposes. The timing of the recognition of these revenues and the timing of the recognized expense can cause significant variability in the results from quarter to quarter.

Revenues during the quarter ended December 31, 2016 totalled $4.1 million which were reflective of the average quarterly revenues attained during 2016. Total R&D expenses were $28.0 million, an increase of $4.3 million compared to the previous quarter due to an increase in clinical trial spend, employee compensation and an increase in share-based payment expense of $1.8 million. Administration, selling and marketing expenses were $12.8 million, an increase of $6.3 million from the prior quarter which was mainly attributable to salary and benefit expenses resulting from an increase in headcount and the related increase in operating costs, higher share-based payment expense of $1.5 million and severance expense of $2.1 million recorded in relation to rationalisation efforts at Telesta.

Revenues were $4.9 million during the quarter ended March 31, 2017, which represents an increase of $0.8 million compared to the previous quarter ended December 31, 2016. R&D and administration, selling and marketing expense both decreased by $3.6 million and $5.9 million respectively compared to the fourth quarter of 2016. The decline in R&D expense were mainly due to lower clinical trial expenses and a reduction in the cost of manufacturing therapeutics used for R&D activities as our Plasma-derived therapeutics segment started manufacturing plasminogen for commercial purposes, which cost was capitalized in inventories. Share-based payment expense recorded under R&D and administration, selling and marketing expenses, was lower by $1.2 million and $1.3 million, respectively this quarter. The fact that there were no severance expense recorded as compared to the fourth quarter of 2016, brought administration, selling and marketing expense to a more normal level.

Revenues declined to $3.6 million during the quarter ended September 30, 2017 as a result of lower sales of affinity resins. R&D was stable at $24.5 million and administration, selling and marketing expenses at $8.1 million was higher by $1.1 million.

 

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Revenues were $24.0 million during the quarter ended June 30, 2017 mainly driven by licensing and milestone revenues following the signing of a small molecule licensing agreement which resulted in $19.7 million of revenue for the Corporation. R&D and administration, selling and marketing expense were $23.2 million and $7.7 million respectively, remaining at similar levels to the prior quarter. A non-cash loss on extinguishments of liabilities of $4.2 million was recorded as the holder of the long-term debt decided to reduce the face value of the loan in consideration of the shares they received pursuant to a private placement that occurred in July 2017.

Revenues during the quarter ended December 31, 2017 were $6.6 million, of which the majority was driven by product sales and service revenues from the Bioseparations segment. Research and development and administration, selling and marketing expense were $28.2 million and $8.8 million respectively. The increase in R&D costs of $5.0 million compared to the previous quarter is mainly due to higher expense relating to cost of therapeutics to be used in clinical trials, an increase in the external cost incurred in running the trials and higher salary and benefit expenses. Administration, selling and marketing expenses were slightly higher by $1.1 million principally due to higher salary and benefit expenses. During the quarter, the Corporation recognized a bad debt expense of $20.5 million, effectively offsetting the milestone and licensing revenues earned during the previous quarter.

Revenues were $4.3 million during the quarter ended March 31, 2018 of which $3.8 million came from product sales. Cost of sales and other production expenses were high reflecting lower margins on the products sold during the period and an inventory write-off on a portion of the plasma held in inventory to net realisable value in advance of a sales transaction to take place during the next quarter but for which the selling price had been settled in advance. R&D expenses at $22.4 million were lower by $5.8 million and administration, selling and marketing expenses also declined by $1.1 million compared to the previous quarter. Financing cost increased to $4.2 million reflecting the higher debt level and the higher borrowing cost of the CF.

Revenues during the quarter ended June 30, 2018 were $20.2 million, of which the majority was driven by a $14.0 million sale of plasma. Sales of product from the Bioseparations segment made up most of the remaining revenues reflecting strong sales for that segment. Cost of sales and other production expenses were $16.4 million reflecting the sale of plasma. R&D expenses at $24.0 million increased slightly over the previous quarter while administration, selling and marketing expense decreased slightly to $6.9 million. Financing cost increased to $6.3 million reflecting the higher debt level and the higher borrowing cost of the CF.

Revenues during the quarter ended September 30, 2018 were $12.3 million, of which was driven equally by sales from Plasma-derived therapeutics and Bioseparations segments. Bioseparations sales were once again strong during this quarter. Sales from the Plasma-derived segment included as in the previous quarter, a sale of normal source plasma in the amount of $5.7 million. Cost of sales and other production expenses were $9.2 million. R&D expenses at $24.1 million were similar to the previous quarter while administration, selling and marketing expenses decreased slightly to $6.2 million. Financing cost increased to $5.9 million reflecting the higher debt level and the higher borrowing cost of the CF.

OUTSTANDING SHARE DATA

The Corporation is authorized to issue an unlimited number of common shares. At November 12, 2018, 718,126,512 common shares, 12,500,850 options to purchase common shares, 9,672,823 restricted share units and 125,672,099 warrants to purchase common shares were issued and outstanding.

TRANSACTIONS BETWEEN RELATED PARTIES

During the quarter ended September 30, 2018, ProThera became an associate of the Corporation and as such is now considered a related party. The Corporation earns interest on its investment in ProThera’s convertible debt and may at times earn revenues on services provided to ProThera. The interest earned during the quarter was minimal and no revenues on services were recognized.

 

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CHANGES IN ACCOUNTING POLICIES

The accounting policies used in the consolidated financial statements are consistent with those applied by the Corporation in its December 31, 2017 audited annual consolidated financial statements except for the amendments to certain accounting standards which are relevant to the Corporation and were adopted by the Corporation as of January 1, 2018 as described below.

IFRS 9, Financial Instruments – Recognition and Measurement (“IFRS 9”)

IFRS 9 replaces the provisions of IAS 39, Financial Instruments – Recognition and Measurement and provides guidance on the recognition, classification and measurement of financial assets and financial liabilities, the derecognition of financial instruments, impairment of financial assets and hedge accounting.

The Corporation adopted IFRS 9 as of January 1, 2018 and the new standard has been applied retrospectively in accordance with the transitional provisions of IFRS 9.

There has been no significant impact caused by the new classification of financial assets under IFRS 9. The classification of all financial liabilities as financial liabilities at amortized cost remains unchanged as well as their measurement resulting from their classification.

Under IFRS 9, modifications to financial assets and financial liabilities, shall be accounted for by recalculating the present value of the modified contractual cashflows at the original effective interest rate and the adjustment shall be recognized as a gain or loss in profit or loss. Under IAS 39, the impact of modifications was recognized prospectively over the remaining term of the debt.

The adoption of the accounting for modifications under the new standard has resulted in the restatement of the opening deficit and the long-term debt at January 1, 2018 as follows:

 

Deficit

   $ 110  

Long-term debt

     (110
  

 

 

 

IFRS 15, Revenue from contracts with customers (“IFRS 15”)

IFRS 15 replaces IAS 11, Construction Contracts, and IAS 18, Revenue and related interpretations and represents a new single model for recognition of revenue from contracts with customers. The model features a five-step analysis of transactions to determine the nature of an entity’s obligation to perform and whether, how much, and when revenue is recognized.

The Corporation adopted IFRS 15 as of January 1, 2018 and the new standard has been applied retrospectively using the modified retrospective approach, where prior periods are not restated and the cumulative effect of initially applying this standard is recognized in the opening deficit balance on January 1, 2018. The Corporation has also availed itself of the following practical expedients:

 

   

the standard was applied retrospectively only to contracts that were not completed on January 1, 2018; and

 

   

for contracts that were modified before January 1, 2018, the Corporation analyzed the effects of all modifications when identifying whether performance obligations were satisfied, determining the transaction price and allocating the transaction price to the satisfied or unsatisfied performance obligations.

There has been no impact of the adoption of IFRS 15 as at January 1, 2018.

 

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IFRIC 22, Foreign Currency Transactions and Advance Consideration (“IFRIC 22”)

IFRIC 22 addresses how to determine the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) and on the derecognition of a non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration in a foreign currency. IFRIC 22 is effective for annual periods beginning on or after January 1, 2018. The Corporation adopted IFRIC 22 retrospectively on January 1, 2018. The adoption of the standard did not have a significant impact on the financial statements.

NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

The IFRS accounting standards and interpretations that the Corporation reasonably expects may have a material impact on the disclosures, the financial position or results of operations of the Corporation when applied at a future date are presented below. The Corporation intends to adopt these standards when they become effective.

IFRS 16, Leases (“IFRS 16”)

In January 2016, the IASB issued IFRS 16, a new standard that replaces IAS 17, Leases. IFRS 16 is a major revision of the way in which companies account for leases and will no longer permit off balance sheet leases. Adoption of IFRS 16 is mandatory and will be effective for the Corporation’s fiscal year beginning on January 1, 2019.

The Corporation is in the process of evaluating the impact of adopting IFRS 16 on its consolidated financial statements.

SIGNIFICANT JUDGMENTS AND CRITICAL ACCOUNTING ESTIMATES

The preparation of the interim consolidated financial statements requires the use of judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. The uncertainty that is often inherent in estimates and assumptions could result in material adjustments to assets or liabilities affected in future periods. As a result of the application of IFRS 15, the Corporation has modified its disclosure on significant judgments relating to revenue recognition. The other significant accounting judgments and critical accounting estimates applied by the Corporation, disclosed in the MD&A for the year ended December 31, 2017, remain unchanged.

Revenue recognition – The Corporation does at times enter into revenue agreements which provide, among other payments, up-front and milestone payments in exchange for licenses and other access to intellectual property. It may also enter into several agreements simultaneously that are different in nature such as license agreements, R&D services, supply and manufacturing agreements. In applying the IFRS 15 revenue recognition model, management may be required to apply, depending on the contracts, significant judgment including the identification of the performance obligations.

Determining whether the performance obligations are distinct involves evaluating whether the customer can benefit from the good or service on its own or together with other resources that are readily available to the customer. Once the distinct performance obligations are identified, management must then determine if each performance obligation is satisfied at a point in time or over time. For license agreements, this requires management to assess the level of advancement of the intellectual property being licensed.

 

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FINANCIAL INSTRUMENTS

Use of financial instruments

The financial instruments that are used by the Corporation result from its operating and investing activities, namely in the form of accounts receivables and payables, and from its financing activities resulting usually in the issuance of long-term debt. The Corporation does not use financial instruments for speculative purposes and has not issued or acquired derivative financial instruments for hedging purposes.

Impact of financial instruments in the consolidated statements of operations

The following line items in the consolidated statement of operations for the nine months ended September 30, 2018 include income, expense, gains and losses relating to financial instruments:

 

   

finance costs;

 

   

losses on extinguishments of liabilities; and

 

   

foreign exchange gains and losses.

Financial risk management

The Corporation has exposure to credit risk, liquidity risk and market risk. The Corporation’s Board of Directors has the overall responsibility for the oversight of these risks and reviews the Corporation’s policies on an ongoing basis to ensure that these risks are appropriately managed. The management of the financial risks are the same as those described in the December 31, 2017 MD&A.

RISK FACTORS

For a detailed discussion of risk factors which could impact the Corporation’s results of operations and financial position, other than those risks pertaining to the financial instruments, please refer to the Corporation’s Annual Information Form filed on www.sedar.com

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

No changes were made to the Corporation’s internal controls over financial reporting during the nine months ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect the internal controls over financial reporting.

 

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Exhibit 99.31

 

LOGO

Management Discussion & Analysis

Prometic Life Sciences Inc.

For the quarter ended March 31, 2019

 

1


MANAGEMENT’S DISCUSSION & ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) is intended to help the reader to better understand Prometic Life Sciences Inc.’s (“Prometic” or the “Corporation”) operations, financial performance and results of operations, as well as the present and future business environment. This MD&A has been prepared as of May 8, 2019 and should be read in conjunction with Prometic’s condensed interim consolidated financial statements for the quarter ended March 31, 2019. Additional information related to the Corporation, including the Corporation’s Annual Information Form, is available on SEDAR at www.sedar.com. All amounts in tables are in thousands of Canadian dollars, except where otherwise noted.

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis of the results of operations and the financial condition may contain forward-looking statements about Prometic’s objectives, strategies, financial condition, future performance, results of operations and businesses as of the date of this MD&A.

These statements are “forward-looking” because they represent Prometic’s expectations, intentions, plans and beliefs about the markets the Corporation operates in and on various estimates and assumptions based on information available to its management at the time these statements are made. Without limiting the generality of the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “intend”, “could”, “would”, “estimate”, “continue”, “plan” or “pursue”, or the negative of these terms, other variations thereof or comparable terminology, are intended to identify forward-looking statements although not all forward-looking information contains these terms and phrases. Forward-looking information is provided for the purposes of assisting the reader in understanding the Corporation and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments and therefore the reader is cautioned that such information may not be appropriate for other purposes.

Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, regulatory approvals, the availability of funds and resources to pursue Research and Development (“R&D”) projects, the successful and timely completion of clinical studies, our ability to take advantage of business opportunities in the pharmaceutical industry, the successful and timely completion of strategic refinancing or restructuring transactions; reliance on key personnel, collaborative partners and third parties, our patents and proprietary technology, our ability to access capital, the use of certain hazardous materials, the availability and sources of raw materials, currency fluctuations, the value of our intangible assets, negative operating cash flows, legal proceedings, uncertainties related to the regulatory process, general changes in economic conditions and other risks related to Prometic’s industry. More detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations can be found in the Annual Information Form under the heading “Risks and Uncertainties Related to Prometic’s Business”.

Although Prometic has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Therefore, there can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place undue reliance on forward-looking statements.

As a result, Prometic cannot guarantee that any forward-looking statement will materialize. Prometic assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

 

2


Prometic (www.prometic.com) is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF) biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (Small molecule therapeutics) stems from the insights into the interaction of two receptors which we believe are at the core of how the body heals: our small molecule drug candidates modulate these to promote tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is preparing to enter pivotal phase 3 clinical trial for the treatment of Alström syndrome. The second drug discovery and development platform (plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen) (“Ryplazim”). The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

Prometic is headquartered in Laval, Quebec (Canada) and have R&D facilities in Canada, the United Kingdom (“U.K.”) and the United States (“U.S.”), manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the U.S., Europe and Asia.

BUSINESS UPDATE

Financing

On April 23, 2019 Prometic entered into a series of related arrangements to restructure Prometic’s outstanding indebtedness, reduce its interest and certain other payment obligations, and raise sufficient cash to build a robust balance-sheet for the next phase of Prometic’s development (collectively the “Refinancing Transactions”).

 

   

$75 million aggregate gross proceeds were raised via a private placement offering of common shares led by Consonance Capital Management (“Consonance”) at a per share price rounded to the nearest 5 decimals of $0.01521.

 

   

Approximately $229 million of the outstanding debt owned by Structured Alpha LP (“SALP”) was converted into Common Shares at the Transaction Price, comprising all but $10 million of SALP’s outstanding debt.

 

   

the adjustment of the per warrant exercise price of certain outstanding Common Share purchase warrants of Prometic held by SALP to the Transaction Price (the “Warrant Repricing”);

 

   

a rights offering to all shareholders of Prometic whereby each shareholder will receive one right for each Common Share held, with each right entitling the holder thereof to subscribe for 20 Common Shares at a price per share equal to the Transaction Price (i.e. a per share price of $0.01521), for aggregate proceeds to Prometic of up to $75 million, which will commence following the closing of the above-mentioned transactions.

The Refinancing Transactions were a result of the increasingly challenging financial and business conditions faced by Prometic in the last year, including an inability to raise sufficient equity, equity-linked or debt financing to fully fund execution of its business plan, and delays in the commercialization of its lead drug candidate RyplazimTM, all while undertaking significant research and development expenditures in the

 

3


pursuit of its drug discovery platforms as well as maintaining a manufacturing infrastructure to allow Prometic to move toward the approval of Ryplazim. These challenges, including the resulting financing overhang, precipitated a continuing deterioration in the price of Prometic’s Common Shares on the TSX, which was further exacerbated by the removal in June 2018 of Prometic’s Common Shares from the S&P/TSX Composite Index. The decision to proceed with a Refinancing Transaction followed several previously announced measures to manage Prometic through difficult financial and business conditions and the consideration and review by the Board of numerous alternatives to increase shareholder value, ensure the funding of Prometic’s drug candidates, service and repay its outstanding credit facilities and decrease its debt to equity leverage levels, which levels have been a major barrier to Prometic securing required financing.

Over the course of 2018, Prometic pursued sources of non-dilutive funding, including potential commercial and partnering transactions to strengthen its financial position. During this period, Prometic also pursued equity and equity-related financing initiatives with multiple financial institutions, including United States and Canadian investment banking firms, institutional investors, and public sector pension plans and financial institutions. Since 2018, Prometic has been unsuccessful in obtaining any capital from these initiatives. Despite such efforts, other than the limited use of an at the market equity distribution agreement with Canaccord Genuity Corp, Prometic’s sole source of financing for nearly two years has been from its main secured creditor, SALP, through several debt financings.

On December 19, 2018, Prometic’s previous Chief Executive Officer, Pierre Laurin, stepped down and the Board appointed Professor Simon Best as interim Chief Executive Officer with a specific mandate to restructure Prometic’s operations and optimize its capital structure, including the identification of options available to Prometic in light of its financial difficulties and the evaluation of various financing alternatives for Prometic.

In early 2019, management of Prometic and the Board met several times to review Prometic’s capital structure and liquidity. Throughout this period, the combination of volatile capital markets, difficult operating conditions, delays in obtaining U.S Food and Drug Administration (“FDA”) approval for the RyplazimTM Biologics License Application (“BLA”), the size of SALP’s existing debt position and its associated security rights, combined with the continued sliding share price, made it impossible for Prometic to raise equity, equity-linked or additional debt financing.

In February 2019, Prometic retained Lazard Frères & Co LLC (“Lazard”), a global financial advisory and asset management firm, to review and execute two key strategic transactions for Prometic, one of which was to secure a licensing partnership for one of Prometic’s late-stage assets and the other was to effect the trade-sale of some of Prometic’s non-core assets. Lazard has made promising initial progress in building competitive processes for both of these transactions but both transactions are only expected to close during the second half of 2019. The Corporation has not set a timetable for this process, and there can be no assurance that a transaction will be entered into or consummated, or, if a transaction is undertaken, as to its terms, structure or timing. The Corporation does not expect to make further public comment regarding these matters unless and until the Board has approved a specific transaction or has concluded its review of strategic alternatives.

After having exhausted all available alternatives, in February 2019, Prometic and SALP initiated discussions to restructure Prometic’s indebtedness to SALP in conjunction with a new equity financing which would reduce Prometic’s debt obligations.

On February 15, 2019, the Board formed a Special Committee (the ‘Special Committee”) composed of independent directors, free from interest in the Debt Conversion, the Warrant Repricing or the Private Placement and unrelated to the parties involved in these transactions, to oversee Prometic’s review of strategic alternatives to maximize shareholder value, which includes the Refinancing Transactions and any other potential joint venture, strategic alliance, or other merger and acquisition or capital markets transaction.

 

4


The Board, management of Prometic and the Special Committee, with the assistance of their legal and financial advisors, considered a number of alternatives including non-core asset sales, cost reductions, revenue enhancements, refinancing or repayment of debt and the issuance of new debt or equity and other strategic alternatives, including a potential sale of Prometic. In addition, Prometic retained Stifel and Raymond James to act as co-financial advisors and co-financing agents to Prometic in connection with the Private Placement.

The Special Committee reviewed the terms of the Refinancing Transactions and determined that they were in the best interest of Prometic, including the decision to rely on the financial hardship exemption. This decision was made after considering and reviewing all of the circumstances currently surrounding Prometic and the Refinancing Transactions, including: (i) Prometic’s current financial situation and urgent capital requirements; (ii) the fact that the Refinancing Transactions are the only financing option available to Prometic at the present time; and (iii) all other relevant factors available to the Special Committee, the Special Committee unanimously determined that: Prometic was in serious financial difficulty; the Refinancing Transactions were designed to improve the financial condition of Prometic; and the terms of the Refinancing Transactions were reasonable in the circumstances of Prometic In making these determinations, no member of the Special Committee expressed any materially contrary view or abstained from voting in respect of the Refinancing Transactions.

Given the fact that the Corporation had limited financial resources and had been presented with a limited opportunity to complete the Debt Conversion, the Warrant Repricing and the Private Placement, the Corporation believed that it did not have either adequate financial resources or time available to seek security holder approval prior to the completion of these transactions, and that the Refinancing Transactions would not have been available (or available on commercially acceptable terms) after the period of time necessary to convene and hold a meeting of security holders.

As part of this comprehensive process, the following have been designated as the highest near-term priorities for 2019:

 

   

The earliest possible submission of responses to address the FDA questions about the RyplazimTM BLA.

 

   

The filing and approval of an Investigational New Drug application (“IND”) to enable the commencement of the pivotal phase 3 clinical trial of PBI-4050 in Alström Syndrome.

 

   

The signing of out-licensing and partnering agreements for late stage assets and/or the monetization of non-core assets.

 

   

Raising of additional capital.

Senior management changes

On April 23, 2019, Prometic announced the appointment of Stefan Clulow, Managing Director and Chief Investment Officer of Thomvest Asset Management, as Chair of Prometic’s Board of Directors and Kenneth Galbraith as Chief Executive Officer. Concurrent with these leadership changes, Professor Simon Best was appointed Prometic’s Lead Independent Director, and Dr. Benny Soffer, of Consonance, designated as a Prometic board observer.

On May 8, 2019, Prometic announced the appointment of Dr. Gary Bridger, Mr. Timothy Wach and Mr. Neil Klompas to the Board of Directors. These new Board members as well as Professor Simon Best, Stephan Clulow and Zack Newton will be included as nominees for election to the Board of Directors by shareholders at the upcoming Annual General and Special Meeting of the shareholders, scheduled to take place in Montreal, Québec, Canada on June 19, 2019.

 

5


Segments

Prometic’s operations are divided into three distinct business operating segments: Small molecule therapeutics, plasma-derived therapeutics and bioseparations. The following provides more detail on each of these.

Small molecule therapeutics segment

The business model for the small molecule therapeutics segment is to develop promising proprietary drug candidates such as PBI-4050 for rare or orphan indications, then either retain all rights, partner or out-license rights to commercialize these with well-established global pharmaceutical companies where and when appropriate. The Corporation also plans to enter into partnerships for other larger medical indications and/or for geographical regions which would require substantial commercial reach and resources. It is not, at this stage, Prometic’s intention to independently undertake late-stage pivotal (phase 3) clinical trials in larger indications, such as Idiopathic Pulmonary Fibrosis (“IPF”), Chronic Kidney Disease (“CKD”) or Non Alcoholic Steatohepatitis (“NASH”) without the support of a strategic venture or big pharma partner.

The Corporation’s current focus is on the development of its lead anti-fibrotic drug candidate PBI 4050 to obtain regulatory approval for the treatment of Alström Syndrome (“AS”) and so potentially receive a Priority Review Voucher upon approval. PBI-4050 has received orphan drug designation by the FDA and the European Medicines Agency (“EMA”) for this indication, as well as a rare pediatric disease designation by the FDA. The Corporation has met with the FDA and EMA to discuss the regulatory pathway and is now actively working with specialist Alström care centers and with Alström patient advocacy groups in the U.S. and Europe with a view to commencing pivotal phase 3 studies in the second half of 2019.

AS is an ultra-rare disease and an unmet medical need. According to the National Organization for Rare Disorders (“NORD”), this severe fibrosis condition affects approximately 1,200 patients globally and therefore the clinical program under discussion with the regulatory agencies will be pursued by Prometic independently.

Fibrosis and Mechanism of Action

The small molecule therapeutics segment has a pipeline of product candidates which leverage the discovery of the linked role of two receptors involved in the regulation of the healing process. Following an injury, the body has the ability to repair damaged tissues. However, if an injury is chronic or recurrent in nature, healthy tissue regeneration may be replaced by aberrant fibrotic processes or fibrosis. Fibrosis is characterized by the excessive accumulation of extracellular matrix (“ECM”) in damaged or inflamed tissues and is a common pathological outcome of many inflammatory and metabolic diseases. Numerous clinical conditions can lead to organ fibrosis and loss of organ function; in many cases persistent inflammation leads to the aberrant fibrotic response. The production of various profibrotic cytokines and growth factors by inflammatory cells such as macrophages results in the recruitment and activation of ECM-producing myofibroblasts. There is currently a major unmet need for therapies that are able to effectively target the pathophysiological pathways involved in fibrosis. Notable examples of medical conditions where fibrosis is central to loss of organ function include, AS, NASH, IPF and CKD.

Prometic has demonstrated that the “up-regulation” of receptor GPR40 concomitant with the “down-regulation” of receptor GPR84 promotes the normal healing process as opposed to promoting the fibrotic process. Prometic’s drug candidates have a dual mode-of-action as agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. A number of manuscripts have been submitted for publication now that the Corporation has filed a sufficiently broad range of patents to fully protect its portfolio of drug candidates that modulate these two receptors. The first manuscript entitled “A Newly Discovered Antifibrotic Pathway Regulated by Two Fatty Acid Receptors: GPR40 and GPR84” was published on February 16, 2018 in the American Journal of Pathology. Other peer-reviewed articles recently published include manuscripts entitled “Fatty acid receptor modulator PBI-4050 inhibits kidney fibrosis and improves glycemic control” published in the Journal of Clinical Investigation on May 17, 2018 and “PBI-4050 reduces stellate cell activation and liver fibrosis through modulation of intracellular ATP levels and LKB1-AMPK-Mtor pathway” published on August 9, 2018 in the Journal of Pharmacology and Experimental Therapeutics.

 

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The activity of drug candidates such as PBI-4050 has been observed in over 30 different preclinical models performed by the Corporation and by other institutions using PBI-4050 in their own animal models, including Vanderbilt University, University of Ottawa, Université de Montréal, McMaster University and the Montreal Heart Institute. PBI-4050 has also successfully completed three separate phase 2 clinical trials supporting the translation of such results into biologic activity in humans and helping pave the way for the upcoming initiation of a pivotal phase 3 clinical program. While the small molecule therapeutics segment has several promising drug candidates, management has thus far focused its efforts on the lead candidate PBI-4050, which has demonstrated favorable safety and tolerability profiles in hundreds of human subjects.

PBI-4050, Prometic’s Lead Small Molecule Compound and Regulatory Designations

PBI-4050 has been granted Orphan Drug Designation by the FDA and the EMA for the treatment of AS as well as for the treatment of IPF. PBI-4050 has also been granted a PIM (Promising Innovative Medicine) designation in the U.K. by the Medicines and Healthcare products Regulatory Agency (“MHRA”) for the treatment of IPF and AS. Finally, PBI-4050 has also been granted rare pediatric disease designation by the FDA for the treatment of AS, which makes it potentially eligible to receive a priority review voucher upon regulatory approval by the FDA.

PBI 4050 - Alström Syndrome

AS is a rare inherited autosomal recessive syndrome characterized by the onset of obesity in childhood or adolescence, type 2 diabetes with severe insulin resistance, dyslipidemia, hypertension and severe multi-organ fibrosis, involving the heart, liver, and kidney. The most common cause of death is heart failure with dilated cardiomyopathy due to progressive cardiac fibrosis, while fibrosis leading to liver failure is also responsible for a large number of deaths. AS is also characterized by a progressive loss of vision and hearing and by short stature. Prometic is currently investigating the effects of PBI-4050 in AS patients in an open label, phase 2, clinical study in the U.K.

AS includes many of the features of metabolic syndrome, including obesity, Type 2 diabetes with insulin resistance, liver steatosis (“fatty liver”), and liver fibrosis. Non-alcoholic fatty liver disease (“NAFLD”) is the manifestation of metabolic syndrome in the liver. Due to a worldwide obesity epidemic, NAFLD now affects 20–30% of the global population. Only a small minority of patients with NAFLD will develop more aggressive liver diseases with inflammation and fibrosis, such as NASH, however since the number of patients with NAFLD is so large, NASH has become the most common cause of severe liver disease worldwide. In AS, the progression of liver steatosis to fibrosis is much more aggressive than in “typical” metabolic syndrome patients.

The on-going AS study is an open-label, single-arm, phase 2 clinical trial at Queen Elizabeth Hospital, Birmingham, which is the specialty center for AS for the U.K. The patients are treated with PBI-4050 (800 mg) once daily and undergo intensive investigation to document the effects of PBI-4050 on the progressive organ fibrosis, including magnetic resonance imaging of the liver and of the heart. Each patient is evaluated against their individual results at study entry, as well as against their historical trend when available. The study initially enrolled 12 patients, eight of whom are continuing in the study. With continuing review of the study results, the Data Safety Monitoring Board (“DSMB”) and the MHRA have agreed to multiple extensions of the study. All eight subjects have now completed more than 2 years of treatment with PBI-4050. In addition to preliminary evidence of efficacy observed on liver fibrosis, the analysis of interim cardiac MRI data also indicates a reduction of cardiac fibrosis. PBI-4050’s safety and tolerability profile has been confirmed over this extended period without any serious drug related adverse events recorded.

The Corporation has met with the FDA and EMA to present the results of the study and to discuss the regulatory pathway and is now actively working with specialist Alström centers and with Alström patient advocacy groups in the US and Europe with a plan to commence its PBI-4050 treatment of AS pivotal phase 3 studies in the second half of 2019.

 

7


PBI-4050 – Other Indications

Liver steatosis (fatty liver) is very common in AS subjects from childhood onwards and has a high rate of progression to liver fibrosis much higher than the rate seen in the general population with typical metabolic syndrome and NAFLD progressing to fibrosis NASH. The Corporation has reviewed the results obtained in the ongoing open-label phase 2 studies of PBI-4050 in AS and believes that these results strongly support a potential benefit of PBI-4050 in “typical” NASH patients. Prometic is therefore planning a randomized placebo-controlled phase 2 study of PBI-4050 in NASH to be initiated later in the year.

In IPF, the Corporation was pleased to obtain IND approval from the FDA to commence a PBI-4050 pivotal phase 3 clinical trial for this indication and their agreement on the design of such a trial. However, whilst several major pharmaceutical companies have confirmed their potential interest in partnering PBI-4050 for this indication during the past year, their recent feedback is that they would not be prepared to take on the risks and costs of such a phase 3 clinical program without the prior completion by the Corporation of a randomized, placebo-controlled, phase 2b trial sufficiently powered to confirm both its relative efficacy vs. standard-of-care and the optimal dose to maximize said efficacy. Despite the additional time and investment required, Prometic continues to believe that PBI-4050 is still well-placed to achieve regulatory approval in due course as a first line therapy for IPF. Prometic is therefore developing a protocol for a randomized, placebo-controlled, phase 2b study of PBI-4050 in IPF to be initiated later in the year.

Advancing analogue PBI-4547 into Clinical Development

The Corporation also plans to begin phase 1 clinical studies of its next promising small molecule, PBI-4547. In preclinical studies PBI-4547 has been demonstrated to address many of the fundamental aspects of metabolic syndrome. Among other actions, it encourages ß-oxidation of fatty acids, thus leading to fat being “burned” rather than laid down as subcutaneous or visceral fat. The required pre-clinical toxicology studies are in progress, and phase 1 clinical trials will commence as soon as they are completed.

Plasma-derived therapeutics segment

The plasma-derived therapeutics segment includes our proprietary plasma-derived therapeutics platform, Plasma Protein Purification System (PPPSTM), which enables the development of our pipeline of biopharmaceutical candidates. This is achieved by leveraging our proprietary affinity ligand technology, which enables a highly-efficient extraction and purification process of therapeutic proteins from human plasma.

The Corporation’s primary goal with respect to this platform is to develop and launch treatments for unmet medical needs and rare diseases via therapeutic proteins not currently commercially available, such as Ryplazim. Ryplazim is the first biopharmaceutical expected to be launched commercially pending the review and approval of its BLA by the FDA. Ryplazim has been granted Orphan Drug designation by both the FDA and the EMA for the treatment of congenital plasminogen deficiency and has also been granted Fast Track status by the FDA.

Ryplazim has been granted a rare pediatric disease designation by the FDA for the treatment of congenital plasminogen deficiency which also makes it eligible to potentially receive a Priority Review Voucher (“PRV”) upon regulatory approval.

Lead Drug Product Candidate – Ryplazim

Ryplazim for the treatment of congenital plasminogen deficiency is the first biopharmaceutical expected to be launched commercially pending the review and approval of the amendments to its BLA required by the FDA following receipt of a Complete Response Letter, in April 2018, to the original BLA. The corporation expects to file the BLA amendment in H2 2019.

 

8


Plasminogen is a naturally occurring protein that is synthesized by the liver and circulates in the blood. Activated plasminogen, plasmin, is a fundamental component of the fibrinolytic system and is the main enzyme involved in the lysis of blood clots and clearance of extravasated fibrin. Plasminogen is therefore vital in wound healing, and has other important functions in cell migration, tissue remodeling, angiogenesis, and embryogenesis.

The most common and visible lesion associated with plasminogen deficiency is ligneous conjunctivitis, which is characterized by thick, woody (ligneous) growths on the conjunctiva of the eye, and if left untreated, can lead to corneal damage and blindness. Ligneous growths tend to recur after surgical excision, thereby requiring multiple surgeries. While ligneous conjunctivitis is the most common lesion, congenital plasminogen deficiency is a multi-system disease that can also affect the ears, sinuses, tracheobronchial tree, genitourinary tract, and gingiva. Tracheobronchial lesions can result in respiratory failure. Hydrocephalus has also been reported in children with severe hypoplasminogenemia, apparently related to the deposition of fibrin in the cerebral ventricular system.

Patients with congenital plasminogen deficiency have a life-long inability to produce sufficient plasminogen. However, patients who have normal plasminogen levels may develop an acute, acquired deficiency when they suffer certain acute illnesses. Our first priority is to provide a treatment for congenital plasminogen deficiency and once commercially approved, to explore other indications for the same IV formulation of RyplazimTM such as acquired plasminogen deficiency in critical care settings such as thrombolytic disorders, acute exacerbations in IPF and ex-vivo applications such as the conditioning of donor organs prior to transplantation.

There is also significant further potential to leverage the same plasminogen active pharmaceutical ingredient as an injectable sub-cutaneous formulation to promote the healing of hard-to-treat wounds such as tympanic membrane perforation.

In a pivotal phase 2/3 clinical trial for the treatment of congenital plasminogen deficiency, RyplazimTM met its primary and secondary endpoints following the intravenous administration of Ryplazim to 10 patients for 12 weeks. In addition to being well tolerated and without any drug related serious adverse events, the phase 2/3 clinical trial achieved a 100% success rate for its primary end point, namely, a targeted increase in the plasma level of plasminogen immediately prior to the next infusion (“trough level”). Moreover, all patients who had active visible lesions when enrolled in the trial had complete healing of all lesions within weeks of treatment, a 100% patient response rate for this secondary end point.

An additional 36 weeks clinical data from this trial demonstrated that maintenance treatment with RyplazimTM prevented the recurrence of lesions in the 10 patients for a total of 48 weeks. Since then, and as of March 2019, over 5,000 Ryplazim infusions have been administered with no safety or tolerability issues related to this longer-term dosing and still no recurrence of lesions.

On March 28, 2018, Prometic provided an update on the status of the U.S. Food and Drug Administration review of its BLA for Ryplazim. The current BLA filing includes the clinical data on 10 patients with 12 weeks of data for an accelerated regulatory pathway. The original guidance from the FDA was for Prometic to submit such long-term clinical data in a supplemental BLA in order to secure full licensure in 2019. Full licensure would provide for the long-term efficacy and safety data to be included in the prescribing information of Ryplazim which would further support Prometic’s claims of the strong health economics benefit associated with the use of Ryplazim. The Corporation continues to supply Ryplazim to those patients enrolled in the original clinical trials.

The FDA’s review of the BLA raised no issues regarding the clinical data required for the accelerated approval. The FDA did, however, identify the need for Prometic to make a number of changes in the Chemistry Manufacturing and Controls (“CMC”) section. These require the implementation and validation of additional analytical assays and “in-process controls” in the manufacturing process of Ryplazim. Once completed and validated, Prometic is required to manufacture additional Ryplazim conformance batches to confirm the effectiveness of these process changes.

 

9


The FDA requested that such CMC data be submitted as an amendment to the current BLA and has invited Prometic to also submit the long-term (48-week) clinical data at the same time. This will allow the FDA to consider granting full-licensure under the current BLA. The FDA has indicated that the submission of the new CMC data will not impact the previously granted designations, including the Priority Review Status, the Orphan Drug Designation and the Rare Pediatric Disease Designation for Ryplazim for the treatment of congenital plasminogen deficiency.

The Corporation announced in October 2018 the successful completion of a Type C meeting during which the FDA agreed with its proposed action plan for the implementation of additional analytical assays and in-process controls related to RyplazimTM manufacturing process. As a result of the feedback received during that Type C meeting, the Corporation is now finalizing the Process Performance qualification (“PPQ”) protocol in anticipation of commencing the manufacturing of additional RyplazimTM conformance lots. The Corporation continues to interact with the FDA regarding the filing of its BLA amendment. It has also engaged external consultants to assist with this process.

The critical path towards regulatory approval for RyplazimTM in the U.S. is as follows:

 

  1.

Development and validation of new analytical assays and in-process controls (substantially complete)

 

  2.

Finalization of PPQ protocol (in process)

 

  3.

Manufacturing of additional conformance lots (in process)

 

  4.

Fill & Finish at external Contract Manufacturing Organization (“CMO”)

 

  5.

Data analysis & preparation of required documents for FDA

 

  6.

Regulatory filing of BLA amendment documents – now likely to take place in H2 2019

 

  7.

Anticipated new PDUFA date – now likely to take place in H1 2020

Other Plasma-Derived Therapeutics

Prometic has developed processes to recover and purify several other proteins from plasma including Intravenous Immunoglobulin (“IVIG”), Inter-alpha-Inhibitor-Proteins, fibrinogen, alpha1 antitrypsin, and C1 esterase Inhibitor. However, given the market opportunity of Ryplazim, activities on these proteins has been suspended.

Bioseparations segment

Prometic’s Bioseparations segment is known for its expertise in bioseparation, specifically for large-scale purification of biologics and the elimination of pathogens. These technologies are being used by several industry leaders. Prometic has also leveraged its own industry leading affinity technology to develop a highly efficient extraction and purification process of therapeutic proteins from human plasma in order to develop best-in-class therapeutics. The Bioseparations segment supplies the affinity resins to the Plasma-derived therapeutics segment and also to our licensees and other third-party customers. The Corporation 2018 sales exceeded $21 million, which represents a 35% increase over 2017 revenues, and the Corporation anticipates moderate revenue growth for 2019.

This growth is due to a number of factors, including the expansion of manufacturing activities by existing clients who utilize Prometic’s products in their production processes, the adoption of products by new clients, the introduction of new products, and the continuing expansion of the market for bioseparation products. The ongoing manufacturing expansion of the Isle of Man facility will enable the company to manufacture over 35,000 liters of chromatography adsorbents annually, with a potential sales value exceeding $133 million per annum. This additional manufacturing capacity will be used to meet the growing demand for the segment’s products, and to provide the resins required for Prometic’s own PPPSTM plasma protein manufacturing operations.

 

10


FINANCIAL PERFORMANCE

Amounts in tables are expressed in thousands of Canadian dollars, except per share amounts.

Results of operations

The consolidated statement of operations for the quarter ended March 31, 2019 compared to the same period in 2018 are presented in the following table.

 

     Quarter ended March 31,  
     2019      2018  

Revenues

   $ 8,233      $ 4,292  

Expenses

     

Cost of sales and other production expenses

     4,352        4,766  

Research and development expenses

     19,192        22,416  

Administration, selling and marketing expenses

     7,644        7,703  

Loss (gain) on foreign exchange

     (1,783      1,111  

Finance costs

     7,353        4,243  

Loss on extinguishments of liabilities

     80        —    

Change in fair value of financial instruments measured at fair value through profit or loss

     229        —    
  

 

 

    

 

 

 

Net loss before income taxes

   $ (28,834    $ (35,947
  

 

 

    

 

 

 

Income tax recovery:

     

Current

     —          (1

Deferred

     —          (1,331
  

 

 

    

 

 

 
     —          (1,332
  

 

 

    

 

 

 

Net loss

   $ (28,834    $ (34,615
  

 

 

    

 

 

 

Net loss attributable to:

     

Owners of the parent

     (28,136      (31,671

Non-controlling interests

     (698      (2,944
  

 

 

    

 

 

 
   $ (28,834    $ (34,615
  

 

 

    

 

 

 

Loss per share

     

Attributable to the owners of the parent

     

Basic and diluted

   $ (0.04    $ (0.04
  

 

 

    

 

 

 

Weighted average number of outstanding shares (in thousands)

     734,248        711,697  
  

 

 

    

 

 

 

Revenues

Total revenues for the quarter ended March 31, 2019 were $8.2 million compared to $4.3 million during the comparative period of 2018 which represents an increase of $3.9 million.

Revenues in 2019 and 2018 included revenues from product sales, development service revenues and rental revenues. Revenues from each source may vary significantly from period to period. Revenues for the first quarter of 2019 and 2018 were mainly driven by sales of product.

The following table provides the breakdown of total revenues by source for the quarter ended March 31, 2019 compared to the corresponding period in 2018.

 

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     Quarter ended March 31,  
     2019      2018  

Revenues from the sale of goods

   $ 7,755      $ 3,789  

Revenues from the rendering of services

     443        250  

Rental revenue

     35        253  
  

 

 

    

 

 

 
   $ 8,233      $ 4,292  
  

 

 

    

 

 

 

Revenues from the sale of goods were $7.8 million during the quarter ended March 31, 2019 compared to $3.8 million during the corresponding period of 2018, representing an increase of $4.0 million which was due to an increase in the sales of our specialty plasma collected at our plasma collection center in Winnipeg by $1.9 million and the increase of the volume of sales of goods from our Bioseparations segment by $2.1 million compared to the comparative period in 2018.

Cost of sales and other production expenses

Cost of sales and other production expenses were $4.4 million during the quarter ended March 31, 2019 compared to $4.8 million for the corresponding period in 2018, representing a decrease of $0.4 million. This statement of operation caption includes the cost of the inventory sold but also production expenses related to commercial products that are not capitalizable into inventory and inventory write-downs. Despite the increase in sales of specialty plasma and bioseparations products, these expenses decreased because the figures for the quarter ended March 31, 2018 included a write-down of $1.5 million, on a portion of the normal source plasma inventories on hand, to their net realizable value, in anticipation of a sale that was to occur in April 2018 at a price below its carrying amount.

Revenues from the sale of goods is composed of different products and the margins on individual products vary significantly. Several Prometic bioseparation products are custom designed for specific customers. Since key customers tend to place significant orders that may not be repeated on a yearly basis, the sales for individual products, like product sales, in general are quite variable. This is compounded by the fact that a high proportion of sales in a given period usually come from a limited number of customers. If larger customers purchase higher margin product or lower margin product, it will create volatility in the total margins and in the cost of goods sold from period to period. In addition, the size of the orders will affect the batch size used in production. Larger batch sizes render higher gross margins.

Research and development expenses

The R&D expenses for the quarter ended March 31, 2019 compared to the same period in 2018 broken down into its two main components are presented in the following table.

 

     Quarter ended March 31,  
     2019      2018  

Manufacturing and purchase cost of therapeutics used for R&D activities

   $ 9,217      $ 6,984  

Other research and development expenses

     9,975        15,432  
  

 

 

    

 

 

 

Total research and development expenses

   $  19,192      $ 22,416  
  

 

 

    

 

 

 

R&D expenses were $19.2 million during the quarter ended March 31, 2019 compared to $22.4 million for the corresponding period in 2018, representing a decrease of $3.2 million.

R&D expenses include the cost to manufacture plasma-derived therapeutics and small molecule therapeutics to be used in clinical trials and for the development of our production processes. The plasma-derived therapeutics are produced at the Laval plant and the Winnipeg contract manufacturing organization (“CMO”) while the small molecule therapeutics are manufactured by third party CMOs for Prometic. The manufacturing and purchase cost of these therapeutics was $9.2 million during the quarter ended March 31, 2019 compared to $7.0 million during the quarter ended March 31, 2018, an increase of $2.2 million.

 

12


There was no commercial production of plasma-derived therapeutics in both of those periods as the Laval plant focussed on addressing comments received by the FDA following their audit at the end of 2017 and therefore, the cost of the Laval plant activities were classified as R&D expenses. These expenses are higher during the quarter ended March 31, 2019 mainly due to the expensing of additional inventories that are now expected to be used to supply clinical trial patients until commercially approved product is available, as the expected BLA approval is H1 2020. This increase was partially offset by a decrease of $0.7 million in the purchase cost of small molecules therapeutics.

Other R&D expenses were $10.0 million during the quarter ended March 31, 2019 compared to $15.4 million for the corresponding period in 2018, a decrease of $5.5 million. The decrease is mainly due to the reduction in pre-clinical and clinical trial activity in both the plasma-derived therapeutics and small molecule segments as the IVIG trial nears completion and the impending PBI-4050 trialin AS, in the small molecule therapeutic segment, is in it’s start up phase, which requires limited funding.

Administration, selling and marketing expenses

Administration, selling and marketing expenses remained stable at $7.6 million during the quarter ended March 31, 2019 compared to $7.7 million for the corresponding period in 2018 with a slight decline in consulting fees offset by an increase in employee compensation expense.

Share-based payments expense

Share-based payments expense represents the expense recorded as a result of stock options and restricted stock units issued to employees and board members. This expense has been recorded as follows:

 

     Quarter ended March 31,  
     2019      2018  

Cost of sales and other production expenses

   $ —        $ 54  

Research and development expenses

     692        470  

Administration, selling and marketing expenses

     840        596  
  

 

 

    

 

 

 
   $ 1,532      $ 1,120  
  

 

 

    

 

 

 

Share-based payments expense were $1.5 million during the quarter ended March 31, 2019 compared to $1.1 million during the corresponding period of 2018, representing an increase of $0.4 million. The increase is mainly due to a grant of time-vesting RSU that was made in January 2019 whereas no such grant occurred in the comparative period.

The RSU expense may vary significantly from period to period as certain milestones are met, others increase or decrease in likelihood as projects advance and the time to achieve the milestones before the RSU expiry decreases.

Finance costs

Finance costs were $7.4 million for the quarter ended March 31, 2019 compared to $4.2 million during the corresponding period of 2018, representing an increase of $3.1 million. This increase reflects the higher level of debt at higher effective interest rates applied during the quarter ended March 31, 2019 compared to the same period of 2018. Total long-term debt on the consolidated statement of financial position was $146.2 million at March 31, 2019 compared to $110.0 million at March 31, 2018.

The increase in finance costs are also due to the adoption of the new lease standard, IFRS 16, Leases (“IFRS 16”), under which lease liabilities are recognized for the discounted value of the future lease payments at initial adoption and with interest expense recognized over the term of each lease. The new standard was adopted using the modified retrospective approach and as such, the 2018 figures are not restated. Previously, the embedded interest component in each lease payment was recognized as part of the lease expense included in the various functions presented in the statement of operations such as Cost of sales and other production expenses, R&D and administration, selling and marketing. The interest expense over the lease liabilities was $1.8 million in the quarter ended March 31, 2019.

 

13


Income taxes

Income tax recoveries were $nil for the quarter ended March 31, 2019 compared to $1.3 million during the corresponding period of 2018. The decrease is mainly due to the assumption that the Corporation will no longer be eligible for certain R&D tax credits in the U.K. following the change in control that resulted after the debt restructuring that occurred in April 2019.

Net loss

The Corporation incurred a net loss of $28.8 million during the quarter ended March 31, 2019 compared to a net loss of $34.6 million for the corresponding period of 2018, representing a decrease in the net loss of $5.8 million. This is mainly driven by the increase in revenue from sales of goods of $4.0 million, the decrease in R&D of $3.2 million and the increase in the gain of foreign exchange of $2.9 million which is due to a lower USD/CAD exchange rate over the comparative period. This was partially offset by the increase in finance costs expense of $3.1 million in the quarter ended March 31, 2019 compared to the corresponding period in 2018.

EBITDA analysis

The Adjusted EBITDA for the Corporation for the quarters ended March 31, 2019 and 2018 are presented in the following tables:

 

     Quarter ended March 31,  
     2019      2018  

Net loss

   $ (28,834    $ (34,615

Adjustments to obtain Adjusted EBITDA

     

Loss (gain) on foreign exchange

     (1,783      1,111  

Finance costs

     7,353        4,243  

Loss on extinguishments of liabilities

     80        —    

Change in fair value of financial instruments measured at fair value through profit or loss

     229        —    

Income tax recovery

     —          (1,332

Depreciation and amortization

     2,435        1,282  

Share-based payments expense

     1,532        1,120  
  

 

 

    

 

 

 

Adjusted EBITDA

   $  (18,988    $ (28,191
  

 

 

    

 

 

 

Adjusted EBITDA is a non-GAAP measure that is not defined or standardized under IFRS and it is unlikely to be comparable to similar measures presented by other companies. The Corporation believes that Adjusted EBITDA provides additional insight in regard to the cash used in operating activities on an on-going basis. It also reflects how management analyzes the Corporation’s performance and compares that performance against other companies. In addition, we believe that Adjusted EBITDA is a useful measure as some investors and analysts use EBITDA and similar measures to compare the Corporation against other companies. Adjusted EBITDA adjusts Net loss for the elements presented in the table above. Inventory write-downs are not excluded from this measure.

The comparability of the 2019 Adjusted EBITDA figures compared to those of 2018 have been impacted by the adoption of IFRS 16. The effect of the adoption of IFRS 16 is discussed further in this MD&A under the section changes in accounting policies. Since the lease component costs of lease agreements are now captured in the statement of operations as depreciation of right-of-use assets and the interest component is now captured in financing costs, the effect of IFRS 16 is to improve EBITDA as these items are excluded from the computation. The 2018 comparative EBITDA figures have not been adjusted for IFRS 16.

 

14


Total Adjusted EBITDA for the Corporation was $(19.0) million for the quarter ended March 31, 2019 compared to $(28.2) million for the comparative period of 2018, representing an increase in Adjusted EBITDA of $9.2 million. This is mainly due to the increase in revenue from sales of goods as well as the reduction in R&D expenses respectively of $4.0 million and $3.2 million during the quarter ended March 31, 2019 compared to the corresponding period in 2018. The removal of the depreciation of right-of-use assets of $1.2 million and the interest expense on the lease liabilities of $1.8 million are other factors explaining the difference, noting however that the comparison is limited as the accounting for leases is very different in each period.

Segmented information analysis

For the quarters ended March 31, 2019 and 2018

The loss for each segment and the net loss before income taxes for the total Corporation for the quarters ended March 31, 2019 and 2018 are presented in the following table:

 

For the quarter ended March 31, 2019

   Small
molecule
therapeutics
    Plasma-
derived
therapeutics
    Bioseparations     Reconciliation
to statement
of operations
    Total  

External revenues

   $ 31     $ 2,198     $ 5,969     $ 35     $ 8,233  

Intersegment revenues

     —         7       —         (7     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     31       2,205       5,969       28       8,233  

Cost of sales and other production expenses

     —         1,130       3,222       —         4,352  

Manufacturing and purchase cost of therapeutics used for R&D activities

     —         9,234       —         (17     9,217  

R&D - Other expenses

     2,705       5,476       1,794       —         9,975  

Administration, selling and marketing expenses

     631       1,962       850       4,201       7,644  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit (loss)

   $ (3,305   $ (15,597   $ 103     $ (4,156   $ (22,955

Gain on foreign exchange

             (1,783

Finance costs

             7,353  

Loss on extinguishments of liabilities

             80  

Change in fair value of financial instruments measured at fair value through profit or loss

             229  
          

 

 

 

Net loss before income taxes

           $ (28,834
          

 

 

 

Other information

          

Depreciation and amortization

   $ 177     $ 1,799     $ 315     $ 144     $ 2,435  

Share-based payment expense

     397       351       67       717       1,532  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

For the quarter ended March 31, 2018

   Small
molecule
therapeutics
    Plasma-
derived
therapeutics
    Bioseparations     Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 523     $ 3,734     $ 35     $ 4,292  

Intersegment revenues

     —         14       117       (131     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     —         537       3,851       (96     4,292  

Cost of sales and other production expenses

     —         2,104       2,732       (70     4,766  

Manufacturing and purchase cost of therapeutics used for R&D activities

     684       6,331       —         (31     6,984  

R&D - Other expenses

     4,266       9,385       1,781       —         15,432  

Administration, selling and marketing expenses

     897       2,908       753       3,145       7,703  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment Loss

   $ (5,847   $ (20,191   $ (1,415   $ (3,140   $ (30,593

Loss on foreign exchange

             1,111  

Finance costs

             4,243  
          

 

 

 

Net loss before income taxes

           $ (35,947
          

 

 

 

Other information

          

Depreciation and amortization

   $ 131     $ 827     $ 243     $ 81     $ 1,282  

Share-based payment expense

     171       303       68       578       1,120  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Small molecule therapeutics segment

The segment loss for Small molecule therapeutics decreased by $2.5 million during the quarter ended March 31, 2019 compared to the corresponding period in 2018. The decrease in loss is mainly due to lower purchase cost of therapeutics used for R&D activities of $0.7 million and to lower R&D – Other expenses of $1.6 million due to the reduction of pre-clinical and clinical activities until further funding is secured to support ongoing and new studies.

 

15


Plasma-derived therapeutic segment

The revenues for the Plasma-derived therapeutics segment are generated mainly from the sales of specialty plasma to third parties in both quarters ended March 31, 2019 and 2018. The 2018 revenues also included minor rental revenues. Revenues from the segment were higher by $1.7 million during the quarter ended March 31, 2019 compared to the corresponding period of 2018 mainly due to higher specialty plasma sales of $1.9 million.

The segment loss decreased by $4.6 million for the quarter ended March 31, 2019 compared to the corresponding period in 2018. The decrease in segment loss is mainly due to $3.9 million reduction in the other R&D expenses as the IVIG clinical trial for the pediatric cohort is coming to an end with the last patient receiving their last dose during the quarter. The reduction also reflects the segment’s focus on RyplazimTM whereas several proteins were being developed in the past. In terms of manufacturing of proteins, there were no commercial production runs during the quarters ended March 31, 2019 or 2018 and therefore any cost would have been expensed under Manufacturing and purchase cost of therapeutics used for R&D activities. Those expenses are higher during the quarter ended March 31, 2019 mainly due to the expensing of additional inventories that we now expect to supply to clinical trial patients until commercially approved product is available. Cost of sales and other production costs decreased as the quarter ended March 31, 2018 included a write-down of normal source plasma inventories of $1.5 million in anticipation of a sale that took place in April 2018 at a price below the carrying amount of the inventory. Contributing to the general decline in expenses was the impact of the adoption of IFRS 16, where the financing component of leases are included in financing costs in 2019 and are no longer included in the measurement of the segment’s results.

Administration, selling and marketing expenses declined by $0.9 million mainly reflecting the reduction in administrative support the segment receives from the head office and reduced marketing expenses.

Bioseparations segment

The revenues for the Bioseparations segment are generated mainly from sales of goods and by providing resin development services. Revenues for the segment increased by $2.1 million for the quarter ended March 31, 2019 compared to the corresponding period of 2018 mainly due to an increase in revenue from sales of goods to external customers. The contribution of those sales (sales of goods less cost of sales) increased by $1.6 million in the current period compared to the corresponding period in 2018 as a result of the sales of higher margin products, resulting in a profit of $0.1 million during the quarter ended March 31, 2019 compared to a loss of $1.4 million during the corresponding period in 2018.

 

16


Financial condition

The consolidated statements of financial position at March 31, 2019 and December 31, 2018 are presented in the following table followed by a discussion of the key changes in the statement of financial position between both dates.

 

     March 31,
2019
     December 31,
2018
 

Cash

   $ 9,056      $ 7,389  

Accounts receivable

     11,653        11,882  

Income tax receivable

     8,095        8,091  

Inventories

     10,838        12,028  

Prepaids

     2,549        1,452  
  

 

 

    

 

 

 

Total current assets

     42,191        40,842  

Long-term income tax receivable

     115        117  

Other long-term assets

     414        411  

Capital assets

     39,685        41,113  

Right-of-use assets

     37,944        —    

Intangible assets

     19,683        19,803  

Deferred tax assets

     606        606  
  

 

 

    

 

 

 

Total assets

   $ 140,638      $ 102,892  
  

 

 

    

 

 

 

Accounts payable and accrued liabilities

   $ 29,376      $ 31,855  

Deferred revenues

     516        507  

Current portion of lease liabilities

     9,593        —    

Warrant liability

     1,522        157  

Current portion of long-term debt

     3,328        3,211  
  

 

 

    

 

 

 

Total current liabilities

     44,335        35,730  

Long-term portion of deferred revenues

     170        170  

Long-term portion of lease liabilities

     33,532        —    

Long-term portion of operating and finance lease inducements and obligations

     —          1,850  

Other long-term liabilities

     3,751        5,695  

Long-term debt

     142,911        122,593  
  

 

 

    

 

 

 

Total liabilities

   $ 224,699      $ 166,038  
  

 

 

    

 

 

 

Share capital

   $ 589,602      $ 583,117  

Contributed surplus

     23,455        21,923  

Warrants

     95,296        95,296  

Accumulated other comprehensive loss

     (1,175      (1,252

Deficit

     (784,099      (755,688
  

 

 

    

 

 

 

Deficiency attributable to owners of the parent

     (76,921      (56,604

Non-controlling interests

     (7,140      (6,542
  

 

 

    

 

 

 

Total deficiency

     (84,061      (63,146
  

 

 

    

 

 

 

Total liabilities and equity

   $ 140,638      $ 102,892  
  

 

 

    

 

 

 

Cash

Cash increased by $1.7 million at March 31, 2019 compared to December 31, 2018. Cash balances are directly influenced by the timing and size of financing events and operating revenues and expenditures. Cash flows and liquidity are discussed in detail further in the MD&A.

Inventories

Inventories decreased by $1.2 million at March 31, 2019 compared to December 31, 2018 mainly due to an increase in the estimated quantity of inventory that will be consumed for the manufacturing of RyplazimTM to be used in R&D activities and as such were expensed. This was partially offset by the increase in Bioseparations inventories of $1.0 million.

 

17


Prepaids

Prepaids increased by $1.1 million at March 31, 2019 compared to December 31, 2018 mainly due to the prepayment of directors and officers insurance.

Capital assets

Capital assets decreased by $1.4 million at March 31, 2019 compared to December 31, 2018 mainly due to the adoption of IFRS 16 and the transfer of finance leases to the right-of-use assets on January 1, 2019.

Right-of-use assets, lease liabilities and long-term portion of operating and finance lease inducements and obligations

As at March 31, 2019, $37.9 million of right-of-use assets and $43.1 million of lease liabilities were recognized as a result of the adoption of IFRS 16 while the long-term portion of operating and finance lease inducements and obligations of $1.9 million were derecognized. Details on the impact of the adoption of IFRS 16 are provided in the section on changes in accounting policies.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities decreased by $2.5 million at March 31, 2019 compared to December 31, 2018 mainly due to the decrease in the current portion of operating and finance lease inducements and obligations, previously included in this caption, of $2.5 million due to the adoption of IFRS 16.

Warrant liability

The warrant liability increased by $1.4 million at March 31, 2019 compared to December 31, 2018 mainly due to the modification to these warrants as part of the agreement with SALP to add two new tranches to the U.S. dollar non-revolving credit facility (“Credit Facility”). As a result of the February 22, 2019 financing agreement, the exercise price of the Warrants #9 was reduced from $1.00 to $0.15.

Long-term debt

Long-term debt increased by $20.4 million at March 31, 2019 compared to December 31, 2018, primarily as a result of drawdowns on the Credit Facility in January and February 2019 of $19.9 million (US$ 15.0 million). The interest accretion on the long-term debt during the quarter ended March 31, 2019 of $5.5 million was partially offset by interest payments made on long-term debt of $2.2 million in the same period.

Share Capital

Share capital increased by $6.5 million at March 31, 2019 compared to December 31, 2018 mainly due to the share issuances made under the ATM equity distribution agreement under which the Corporation issued shares for total net proceeds of $4.1 million. This is also due to the issuance of common shares in payment of a portion of the license acquisition payment obligation in the amount of $1.3 million. Finally, the release of shares held in escrow as security of a former CEO increased share capital by $0.4 million.

Contributed surplus

Contributed surplus increased by $1.5 million at March 31, 2019 compared to December 31, 2018. The increase is due to the recognition of share-based payment expense of $1.5 million during the quarter ended March 31, 2019.

Warrants

Warrants classified as equity remained at similar levels at March 31, 2019 compared to December 31, 2018.

 

18


Non-controlling interests (“NCI”)

The non-controlling interests decreased by $0.6 million at March 31, 2019 compared to December 31, 2018. The variation in the NCI between March 31, 2019 and December 31, 2018 is shown below:

 

Balance at December 31, 2018

   $  (6,542

Share in losses

     (698

Share in Prometic’s funding of NantPro

     100  
  

 

 

 

NCI balance at March 31, 2019

   $  (7,140
  

 

 

 

Subsequent event

On April 23, 2019, the Corporation entered into a debt restructuring agreement with SALP. Under the terms of the restructuring agreement, the US$95.0 million of principal plus interest due on the Credit Facility was extinguished and the aggregate face value of the original issue discount loans was reduced by $99.6 million to $10.0 million and the remaining loan balance modified into an interest-bearing loan. The total indebtedness was reduced by approximately $228.9 million by way of conversion into common shares of Prometic, at a conversion price rounded to the nearest five decimals of $0.01521 per common share resulting in the issuance of 15,050,312,371 common shares on that date. Concurrently, the Corporation closed a private placement for 4,931,554,664 common shares at a subscription price of $0.01521 for gross proceeds of $75.0 million.

On April 23, 2019, pursuant to the debt restructuring, the Corporation cancelled the 168,735,308 warrants held by SALP (Warrants # 1, 2, 8 and 9) and replaced them with an equivalent number of warrants (“Warrants # 10”) that will be exercisable at an exercise price of $0.01521 per common share and expire on April 23, 2027.

As a result of the share exchange transaction, more than 50% of the issued shares of Prometic will be owned by a single shareholder. Tax rules in the jurisdictions in which Prometic operates generally have restrictions in the utilization of tax attributes due to change of control events. The Corporation is currently reviewing the impact of the transaction on its various available tax attributes in the main jurisdictions in which it carries on business (Canada, the U.S. and the U.K.).

Cash flow analysis

The consolidated statements of cash flows for the quarter ended March 31, 2019 and the comparative period in 2018 are presented below.

 

     Quarter ended March 31,  
     2019      2018  

Cash flows used in operating activities

   $  (17,527    $ (32,480

Cash flows from financing activities

     20,474        23,877  

Cash flows used in investing activities

     (1,227)        (1,006)  

Net change in cash during the year

     1,720        (9,609

Net effect of currency exchange rate on cash

     (53      312  

Cash, beginning of the period

     7,389        23,166  
  

 

 

    

 

 

 

Cash, end of the period

   $ 9,056      $ 13,869  
  

 

 

    

 

 

 

Cash flow used in operating activities decreased by $15.0 million during the quarter ended March 31, 2019 compared to the same period in 2018. The decrease is due to higher sales, lower R&D spending, the positive variation in non-cash working capital and the fact that under IFRS 16, the cash flows relating to leases are now included in cash flows from financing activities.

 

19


Cash flows from financing activities decreased by $3.4 million during the quarter ended March 31, 2019 compared to the same period in 2018 principally since payments on long-term debt were higher by $1.0 million and lease payments of $1.3 million are now classified as financing activities.

Cash flows used in investing activities remained low and stable when comparing both periods as the Corporation was limiting its investments in capital and intangible assets.

LIQUIDITY AND CONTRACTUAL OBLIGATIONS

At March 31, 2019, the Corporation had a working capital deficit of $2.1 million and was in a difficult financial situation. As discussed in the business update, on April 23, 2019, the financial situation of Prometic improved significantly following the conversion of almost the entirety of the SALP debt into common shares therefore significantly reducing the debt burden of the Corporation, and the receipt of gross proceeds of $75.0 million from a private placement. With these funds and the fact that the interest payments on Long-term debt are almost eliminated, the Corporation has sufficient funds to resume its operating activities at a low spending level until it secures additional funding from the potential sources identified below:

 

   

The Corporation committed to a right offering to shareholders who may purchase 20 common shares for each common share held by the shareholder at a record date still to be determined for a transaction price of $0.01521 for total proceeds of a maximum of $75 million;

 

   

The Corporation may decide to continue using the ATM equity distribution agreement under which it may raise up to $26.0 million;

 

   

The Corporation is in ongoing discussions with potential licensees of its drug pipeline. Any such discussions may lead to the conclusion of a licensing transaction which could generate a combination of licensing, milestone and royalty revenues;

 

   

The monetization of non-core assets; and

 

   

The Corporation is currently planning and taking steps to prepare itself for a NASDAQ listing that would be completed within the earliest timeline possible and assuming favorable market conditions. The listing could be done simultaneously with an initial public offering or simply set the stage for later financing from this exchange.

Despite the Corporation’s efforts to obtain further financing, there can be no assurances of its access to further funding. Until such time as another substantial transaction brings in additional funding, a material uncertainty that may cast significant doubt about the Corporation’s ability to continue as a going concern will continue to exist.

Financial obligations

The timing and expected contractual outflows required to settle the financial obligations of the Corporation recognized in the consolidated statement of financial position at March 31, 2019 are presented in the table below. The contractual payments on the long-term debt have been adjusted Proforma to reflect the debt restructuring that took place on April 23, 2019. The carrying amount of the long-term debt at March 31, 2019 was not adjusted as the Corporation is still assessing the accounting for this transaction.

 

            Contractual Cash flows  

At March 31, 2019

   Carrying
amount
     Payable
within 1 year
     2 - 5 years      6 years      Later than
6 years
     Total  

Accounts payable and accrued liabilities

   $ 29,376      $ 29,376      $ —        $ —        $ —        $ 29,376  

Long-term portion of royalty payment obligations

     2,966        —          3,444        27        254        3,725  

Lease liabilities 1)

     43,125        10,184        30,724        6,513        33,951        81,372  

Long-term portion of other employee benefit liabilities

     785        —          785        —          —          785  

Long-term debt

     142,911        —          1,428        10,429        —          11,857  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 219,163      $ 39,560      $ 36,381      $ 16,969      $ 34,205      $ 127,115  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1) 

Lease liabilities contractual payments only include the payment for the committed lease terms and exclude renewal periods not committed to.

 

20


Commitments

The Corporation’s commitments have remained essentially unchanged from those disclosed in the MD&A for the year ended December 31, 2018. The minimum lease payments under lease agreements are now included on the statement of financial position under lease liabilities following the adoption of IFRS 16. As of December 31, 2018, the Corporation had $75.0 million of lease commitments compared to $81.4 million included under the lease liabilities as at March 31, 2019 following the adoption of IFRS 16. The increase is mainly due to the inclusion of lease payments beyond minimum commitments when the Corporation believes it is reasonably certain it will exercise its options to extend the lease period for certain leases even though it has not yet exercised the renewal option

SUMMARY OF QUARTERLY RESULTS

The following table presents selected quarterly financial information for the last eight quarters:

 

            Net loss attributable  
            to the owners of the parent  

Quarter ended

   Revenues      Total      Per share
basic & diluted
 

March 31, 2019

   $ 8,233      $ (28,136    $ (0.04

December 31, 2018

     10,597        (102,953      (0.14

September 30, 2018

     12,330        (28,472      (0.04

June 30, 2018

     20,155        (32,270      (0.05

March 31, 2018

     4,292        (31,671      (0.04

December 31, 2017

     6,596        (38,279      (0.05

September 30, 2017

     24,034        (15,542      (0.02

June 30, 2017

     3,619        (29,513      (0.04
  

 

 

    

 

 

    

 

 

 

Revenues from period to period may vary significantly as these are affected by the timing of orders for goods and the shipment of the orders and the timing of the provision of research services under service agreements. The revenues are also affected by the timing of the signing of licensing agreements and achievement of milestones established in these agreements and how these revenues are recognized for accounting purposes. The timing of the recognition of these revenues and the timing of the recognized expense can cause significant variability in the results from quarter to quarter.

Revenues were $3.6 million during the quarter ended June 30, 2017 as a result of lower sales of affinity resins. R&D was stable at $24.5 million and administration, selling and marketing expenses at $8.1 million was higher by $1.1 million.

Revenues were $24.0 million during the quarter ended September 30, 2017 mainly driven by licensing and milestone revenues following the signing of a small molecule licensing agreement which resulted in $19.7 million of revenue for the Corporation. R&D and administration, selling and marketing expense were $23.2 million and $7.7 million respectively, remaining at similar levels to the prior quarter. A non-cash loss on extinguishments of liabilities of $4.2 million was recorded as the holder of the long-term debt decided to reduce the face value of the loan in consideration of shares they received pursuant to a private placement that occurred in July 2017.

Revenues during the quarter ended December 31, 2017 were $6.6 million, of which the majority was driven by product sales and service revenues from the Bioseparations segment. Research and development and administration, selling and marketing expense were $28.2 million and $8.8 million respectively. The increase in R&D costs of $5.0 million compared to the previous quarter is mainly due to higher expense relating to cost of therapeutics for clinical trials, an increase in the external cost incurred in running the trials and higher salary and benefit expenses. Administration, selling and marketing expenses were slightly higher by $1.1 million principally due to higher salary and benefit expenses. During the quarter, the Corporation recognized a bad debt expense of $20.5 million, effectively offsetting the milestone and licensing revenues earned during the previous quarter.

 

21


Revenues were $4.3 million during the quarter ended March 31, 2018 of which $3.8 million came from product sales. Cost of sales and other production expenses were high reflecting lower margins on the products sold during the period and an inventory write-off on a portion of the plasma held in inventory to net realisable value in advance of a sales transaction to take place during the following quarter but for which the selling price had been settled in advance. R&D expenses at $22.4 million were lower by $5.8 million and administration, selling and marketing expenses also declined by $1.1 million compared to the previous quarter. Financing cost increased to $4.2 million reflecting the higher debt level and the higher borrowing cost of the Credit Facility.

Revenues during the quarter ended June 30, 2018 were $20.2 million, of which the majority was driven by a $14.0 million sale of plasma. Sales of product from the Bioseparations segment made up most of the remaining revenues reflecting strong sales for that segment. Cost of sales and other production expenses were $16.4 million reflecting the sale of plasma. R&D expenses at $24.0 million increased slightly over the previous quarter while administration, selling and marketing expense decreased slightly to $6.9 million. Financing cost increased to $6.3 million reflecting the continuous increase in the debt level and the higher borrowing cost of the Credit Facility.

Revenues during the quarter ended September 30, 2018 were $12.3 million, which were equally driven by sales from Plasma-derived therapeutics and Bioseparations segments. Sales from the Plasma-derived segment included normal source plasma in the amount of $5.7 million. Cost of sales and other production expenses were $9.2 million. R&D expenses at $24.1 million were similar to the previous quarter while administration, selling and marketing expenses decreased slightly to $6.2 million. Financing cost at $5.9 million, continued to increase reflecting the higher debt level as the Corporation continued to draw on the Credit Facility.

Revenues during the quarter ended December 31, 2018 were $10.6 million, which was driven by strong sales from the Bioseparations segment and another sale of normal source plasma of $3.1 million in Plasma-derived therapeutics segment. Cost of sales and other production expenses were $7.6 million. R&D expenses decreased slightly to $21.1 million while administration, selling and marketing expenses increased to $8.8 million, impacted by severance expenses. Financing cost increased to $6.6 million reflecting the higher debt level and the higher borrowing cost of the Credit Facility. During the quarter, a gain on extinguishment of liabilities of $34.9 million was recorded as a result of the modifications to the Corporation’s long-term debt. Impairments, mainly pertaining to IVIG assets totalling $150.0 million were recognized following changes to the strategic plans which will delay the commercialisation of IVIG significantly.

Revenues were $8.2 million during the quarter ended March 31, 2019, of which $7.8 million came from product sales, and were lower than those recorded in the previous three quarters as there was no sale of normal source plasma. R&D expenses at $19.2 million were $1.9 million lower and finance costs at $7.4 million increased slightly by $0.8 million compared to the previous quarter. Both of these expenses were affected by the adoption of IFRS 16 which caused the implicit interest component of the leases to be recorded in finance costs. Administration, selling and marketing decreased by $3.0 million from its higher level in December 2018 which included significant termination benefits. Finally, foreign exchange gains recorded during the period contributed to the reduction.

OUTSTANDING SHARE DATA

The Corporation is authorized to issue an unlimited number of common shares. At May 7, 2019, 20,720,605,452 common shares, 22,304,676 options to purchase common shares, 30,770,091 restricted share units and 173,013,218 warrants to purchase common shares were issued and outstanding.

 

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TRANSACTIONS BETWEEN RELATED PARTIES

The Corporation has not entered into any new transactions with related parties during the quarter ended March 31, 2019. In February 2019, the Corporation ceased to have significant influence over its investment in ProThera Biologics, Inc. (“ProThera”) and as such, transactions between the two parties are no longer considered related party transactions since ProThera is no longer an associate.

CHANGES IN ACCOUNTING POLICIES

The accounting policies used in the consolidated financial statements are consistent with those applied by the Corporation in its December 31, 2018 audited annual consolidated financial statements except for the adoption of IFRS 16 which was adopted by the Corporation as of January 1, 2019 and is described below.

IFRS 16, Leases

IFRS 16 replaces IAS 17, Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, unless the lease term is less than 12 months, or the underlying asset has a low value. IFRS 16 substantially carries forward the lessor accounting in IAS 17 with the distinction between operating leases and finance leases being retained.

Effective January 1, 2019, the Corporation adopted IFRS 16 using the modified retrospective approach and accordingly the information presented for 2018 has not been restated. The cumulative effect of initially applying the standard is recognized at the date of initial application. The current and long-term portions of operating and finance lease inducements and obligations presented in the statement of financial position at December 31, 2018, reflect the accounting treatment under IAS 17 and related interpretations.

The Corporation elected to use the transitional practical expedient allowing the standard to be applied only to contracts that were previously identified as leases under IAS 17 and IFRIC 4, Determining whether an arrangement contains a lease at the date of initial application. The Corporation applied the definition of a lease under IFRS 16 to contracts entered into or changed on or after January 1, 2019.

The Corporation also elected to record right-of-use assets for leases previously classified as operating leases under IAS 17 based on the corresponding lease liability, adjusted for prepaids or liabilities existing at the date of the transition that relate to the lease. When measuring lease liabilities, the Corporation discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted average discount rate applied to the total lease liabilities recognized on transition was 18.54%. For leases that were previously classified as finance leases under IAS 17, the carrying amount of the right-of-use asset and the lease liability at the date of adoption was established as the carrying amount of the lease asset classified in capital assets and the finance lease obligation at December 31, 2018. These assets and liabilities are grouped under right-of-use assets and lease liabilities as of January 1, 2019 and IFRS 16 applies to these leases as of that date.

In addition, the Corporation elected to apply the practical expedient to account for leases for which the lease term ends within 12 months of the date of initial application as short-term leases for which it is not required to recognize a right-of-use asset and a corresponding lease liability. The Corporation also elected to not apply IFRS 16 when the underlying asset in a lease is of low value.

The Corporation has elected, for the class of assets related to the lease of building space, not to separate non-lease components from lease components, and instead account for each lease component and any associated non-lease components as a single lease component.

The table below shows which line items of the consolidated statement of financial position were affected by the adoption of IFRS 16 and the impact. There was no net impact on the deficit.

 

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     As reported as at
December 31, 2018
     Adjustments
for the transition
to IFRS 16
     Balance as at
January 1, 2019
 

Assets

        

Prepaids

   $ 1,452      $ (84    $ 1,368  

Capital assets

     41,113        (1,043      40,070  

Right-of-use assets

     —          39,149        39,149  

Liabilities

        

Accounts payable and accrued liabilities

   $ 31,855      $ (2,499    $ 29,356  

Current portion of lease liabilities

     —          8,575        8,575  

Long-term portion of lease liabilities

     —          34,126        34,126  

Long-term portion of operating and finance lease inducements and obligations

     1,850        (1,850      —    

Other long-term liabilities

     5,695        (330      5,365  
  

 

 

    

 

 

    

 

 

 

Prior to adopting IFRS 16, our total minimum operating lease commitments as at December 31, 2018 were $75.0 million. The decrease between the total of the minimum lease payments set out in Note 29 of our audited annual consolidated financial statements for the year ended December 31, 2018 and the total lease liabilities recognized on adoption of $42.7 million was principally due to the effect of discounting on the minimum lease payments. The amount also decreased slightly due to the fact that certain costs that are contractually committed under lease contracts, but which do not qualify to be accounted for as a lease liability, such as variable lease payments not tied to an index or rate, were previously included in our lease commitment table whereas they are not included in the calculation of the lease liabilities. These impacts were partially offset by the inclusion of lease payments beyond minimum commitments relating to reasonably certain renewal periods that had not yet been exercised as at December 31, 2018 which effect is to increase the liability. Right-of-use assets at transition have been measured at an amount equal to the corresponding lease liabilities, adjusted for any prepaid or accrued rent relating to that lease.

The consolidated statement of operations was impacted as the recording of depreciation of the right-of-use assets continues to be recorded in the same financial statement line items as it was previously while the implicit financing component of leasing agreements is now recorded under finance costs. The impact is not simply in the form of a reclass but also in terms of measurement, which are very much affected by the discount rates used and whether the Corporation has included renewal periods when calculating the lease liability.

The consolidated cash flow statement was also impacted since the cash flows attributable to the lease component of the lease agreements are now shown as payments of principal and interest on lease liabilities which are now part of cash flows from financing activities.

Management is not able to quantify these differences since it did not restate the 2018 consolidated financial statements and therefore does not have the comparative data.

With the adoption of IFRS 16, the Corporation has adopted new accounting policies for the accounting of leases, including policies regarding the right-of-use assets, lease liabilities, short-term leases and low value leases. Details are provided in note 2 of the condensed interim consolidated financial statement for the quarter ended March 31, 2019.

 

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NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

There are no new standards not yet adopted by the Corporation.

SIGNIFICANT JUDGMENTS AND CRITICAL ACCOUNTING ESTIMATES

The preparation of the interim consolidated financial statements requires the use of judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. The uncertainty that is often inherent in estimates and assumptions could result in material adjustments to assets or liabilities affected in future periods. As a result of the application of IFRS 16 Leases, the Corporation has modified its disclosure on significant judgments relating to lease liabilities. The other significant accounting judgments and critical accounting estimates applied by the Corporation, disclosed in the consolidated financial statements for the year ended December 31, 2018, remain unchanged.

Leases—The Corporation determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain that this option will not be exercised.

The Corporation has the option, under some of its leases to lease the assets for additional terms of up to fifteen years. The Corporation applies judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal. After the commencement date, the Corporation reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew.

The Corporation included the renewal period as part of the lease term for a manufacturing plant lease which it estimated it is reasonably certain to exercise the option to renew due to the importance of this asset to its operations, the limited availability on the market of a similar asset with similar rental terms and the related cost of moving the production equipment to another facility.

FINANCIAL INSTRUMENTS

Use of financial instruments

The financial instruments that are used by the Corporation result from its operating and investing activities, namely in the form of accounts receivables and payables, and from its financing activities resulting usually in the issuance of long-term debt. The Corporation does not use financial instruments for speculative purposes and has not issued or acquired derivative financial instruments for hedging purposes.

Impact of financial instruments in the consolidated statements of operations

The following line items in the consolidated statement of operations for the quarter ended March 31, 2019 include income, expense, gains and losses relating to financial instruments:

 

   

loss on extinguishments of liabilities

 

   

change in fair value of financial instruments measured at fair value through profit or loss

 

   

finance costs; and

 

   

foreign exchange gains and losses.

 

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Financial risk management

The Corporation has exposure to credit risk, liquidity risk and market risk. The Corporation’s Board of Directors has the overall responsibility for the oversight of these risks and reviews the Corporation’s policies on an ongoing basis to ensure that these risks are appropriately managed. The management of the financial risks are the same as those described in the December 31, 2018 MD&A.

RISK FACTORS

For a detailed discussion of risk factors which could impact the Corporation’s results of operations and financial position, other than those risks pertaining to the financial instruments, please refer to the Corporation’s Annual Information Form filed on www.sedar.com

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

No changes were made to the Corporation’s internal controls over financial reporting during the three months ended March 31, 2019 that have materially affected or are reasonably likely to materially affect the internal controls over financial reporting.

 

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Exhibit 99.32

 

LOGO

Management Discussion & Analysis

Prometic Life Sciences Inc.

For the quarter ended and the six months ended

June 30, 2019

 

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MANAGEMENT’S DISCUSSION & ANALYSIS

This Management’s Discussion and Analysis (“MD&A”) is intended to help the reader to better understand Prometic Life Sciences Inc.’s (“Prometic” or the “Company”) operations, financial performance and results of operations, as well as the present and future business environment. This MD&A has been prepared as of August 12, 2019 and should be read in conjunction with Prometic’s condensed interim consolidated financial statements for the quarter ended June 30, 2019. Additional information related to the Company, including the Company’s Annual Information Form, is available on SEDAR at www.sedar.com. All amounts are in thousands of Canadian dollars, except where otherwise noted.

FORWARD-LOOKING STATEMENTS

This MD&A of the results of operations and the financial condition may contain forward-looking statements about Prometic’s objectives, strategies, financial condition, future performance, results of operations and businesses as of the date of this MD&A.

These statements are “forward-looking” because they represent Prometic’s expectations, intentions, plans and beliefs about the markets the Company operates in and on various estimates and assumptions based on information available to its management at the time these statements are made. Without limiting the generality of the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “intend”, “could”, “would”, “estimate”, “continue”, “plan” or “pursue”, or the negative of these terms, other variations thereof or comparable terminology, are intended to identify forward-looking statements although not all forward-looking information contains these terms and phrases. Forward-looking information is provided for the purposes of assisting the reader in understanding the Company and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments and therefore the reader is cautioned that such information may not be appropriate for other purposes.

Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to successfully pursue, and secure sufficient funds and resources to pursue research and development (“R&D”) projects to develop, to successfully complete clinical studies in a timely manner, to secure regulatory approval, to manufacture, commercialize value-added pharmaceutical products, and our ability to take advantage of business opportunities in the pharmaceutical industry; reliance on key personnel, collaborative partners and third parties, our patents and proprietary technology, our ability to access capital, the use of certain hazardous materials, the availability and sources of raw materials, currency fluctuations, the value of our intangible assets, negative operating cash flows, legal proceedings, uncertainties related to the regulatory process, general changes in economic conditions and other risks related to Prometic’s industry. More detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations can be found in the Annual Information Form under the heading “Risks and Uncertainties Related to Prometic’s Business”.

Although Prometic has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Therefore, there can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place undue reliance on forward-looking statements.

As a result, Prometic cannot guarantee that any forward-looking statement will materialize. Prometic assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

Prometic (TSX symbol: PLI) (OTCQX symbol: PFSCF) is a clinical-stage biotechnology company focused on the discovery and development of innovative medicines against novel biologic targets for diseases in patients with serious unmet needs. The Company’s primary research focus has been based on our understanding of several orphan G protein-coupled receptors (GPR’s) known as free fatty acid receptors (FFAR’s). FFAR’s are being evaluated as novel therapeutic targets for a variety of inflammatory, fibrotic and metabolic diseases in an emerging field known as immuno-metabolism. The Company is specifically focused on liver, respiratory and renal therapeutic areas, primarily in rare or orphan diseases.

 

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Our lead small molecule, PBI-4050, is preparing to enter pivotal Phase 3 clinical studies for the treatment of Alström syndrome, an ultrarare genetic condition of systemic fibrosis. The Company has also explored PBI-4050 in a number of other inflammatory, fibrotic and metabolic conditions in non-clinical and clinical studies. Our second drug candidate, PBI-4547, is preparing to enter Phase 1 clinical studies to establish safety and tolerability in humans.

The Company also operates two other businesses. Our plasma-derived therapeutic business leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Company’s primary goal with respect to this business is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen) (“Ryplazim”). Prometic is currently preparing to submit an amendment to its Biologic License Application (“BLA”) with the United States (“U.S.”) Food and Drug Administration (“FDA”) seeking approval to market Ryplazim to treat congenital plasminogen deficiency (”PLDG”).

Prometic also operates a bioseparations business in the United Kingdom (“U.K.”) and the Isle of Man (“IoM”) which provides access to its proprietary bioseparation technologies and products to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Company derives revenue from this activity through sales of chromatography media and packed columns which contributes to offset the costs of its own R&D investments.

Prometic has active business operations and employees working in Canada, the U.S., the IoM and the U.K.

BUSINESS UPDATE

Financing

On April 23, 2019 Prometic entered into a series of related arrangements to restructure Prometic’s outstanding indebtedness, reduce its interest and certain other payment obligations, and raise sufficient cash to build a robust balance-sheet for the next phase of Prometic’s development (collectively the “Refinancing Transactions”).

 

   

$115 million aggregate gross proceeds were raised through a combination of a private placement offering of common shares led by Consonance Capital Management (“Consonance”) and a concurrent equity rights offering (“Rights Offering”) to shareholders of Prometic at a price of $0.01521 per common share (the “Transaction Price”);

 

   

Approximately $229 million of the outstanding debt owned by Structured Alpha LP (“SALP”) was converted into Common Shares at the Transaction Price, comprising all but $10 million of SALP’s outstanding debt; and

the adjustment of the per warrant exercise price of certain outstanding Common Share purchase warrants of Prometic held by SALP to the Transaction Price (the “Warrant Repricing”).

The Refinancing Transactions were a result of the increasingly challenging financial and business conditions faced by Prometic in the last year, including its inability to raise sufficient equity, equity-linked or debt financing to fully fund execution of its business plan and delays in the regulatory approval and commercialization of RyplazimTM, all while undertaking significant research and development expenditures in the pursuit of its drug discovery platforms as well as maintaining a manufacturing infrastructure to allow Prometic to move toward the approval of Ryplazim. These challenges, including the resulting financing overhang, precipitated a continuing deterioration in the price of Prometic’s Common Shares on the TSX, which was further exacerbated by the removal in June 2018 of Prometic’s Common Shares from the S&P/TSX Composite Index. The decision to proceed with the Refinancing Transactions followed several previously announced measures to manage Prometic through difficult financial and business conditions and the consideration and review by the Board of numerous alternatives to increase shareholder value, ensure the funding of Prometic’s drug candidates, service and repay its outstanding credit facilities and decrease its debt to equity leverage levels, which levels had been a major barrier to Prometic securing required financing.

 

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Over the course of 2018, Prometic pursued sources of non-dilutive funding, including potential commercial and partnering transactions to strengthen its financial position. During this period, Prometic also pursued equity and equity-related financing initiatives with multiple financial institutions, including U.S. and Canadian investment banking firms, institutional investors, public sector pension plans and financial institutions. Since 2018, Prometic has been unsuccessful in obtaining any capital from these initiatives. Despite such efforts, other than the limited use of an at-the-market (“ATM”) equity distribution agreement with Canaccord Genuity Corp, Prometic’s sole source of financing for nearly two years had been from its main secured creditor, SALP, through several debt financings.

On December 19, 2018, Prometic’s previous Chief Executive Officer, Pierre Laurin, stepped down and the Board appointed Professor Simon Best as interim Chief Executive Officer with a specific mandate to restructure Prometic’s operations and optimize its capital structure, including the identification of options available to Prometic in light of its financial difficulties and the evaluation of various financing alternatives for Prometic.

In early 2019, Management and the Board met several times to review Prometic’s capital structure and liquidity. Throughout this period, the combination of volatile capital markets, difficult operating conditions, delays in obtaining FDA approval for the RyplazimTM BLA, the size of SALP’s existing debt position and its associated security rights, combined with the continued sliding share price, made it impossible for Prometic to raise equity, equity-linked or additional debt financing.

In February 2019, Prometic retained Lazard Frères & Co LLC (“Lazard”), a global financial advisory and asset management firm, to review and execute two key strategic transactions for Prometic, one of which was to secure a licensing partnership for one of Prometic’s late-stage assets and the other was to effect the trade-sale of some of Prometic’s non-core assets. Lazard has made promising initial progress in building competitive processes for both of these potential transactions. The Company has not set a timetable for this process, and there can be no assurance that a transaction will be entered into or consummated, or, if a transaction is undertaken, as to its terms, structure or timing. The Company does not expect to make further public comment regarding these matters unless and until the Board has approved a specific transaction or has concluded its review of strategic alternatives.

After having exhausted all available alternatives, in February 2019 Prometic and SALP initiated discussions to restructure Prometic’s indebtedness to SALP in conjunction with a new equity financing which would reduce Prometic’s debt obligations.

On February 15, 2019, the Board formed a Special Committee (the “Special Committee”) composed of independent directors, free from interest in the Debt Conversion, the Warrant Repricing or the Private Placement and unrelated to the parties involved in these transactions, to oversee Prometic’s review of strategic alternatives in the best interest of the company, which includes the Refinancing Transactions and any other potential joint venture, strategic alliance, other merger and acquisition, or capital markets transaction.

The Board, management of Prometic and the Special Committee, with the assistance of their legal and financial advisors, considered a number of alternatives including non-core asset sales, cost reductions, revenue enhancements, refinancing or repayment of debt and the issuance of new debt or equity and other strategic alternatives, including a potential sale of Prometic. In addition, Prometic retained Stifel and Raymond James to act as co-financial advisors and co-financing agents to Prometic in connection with the Private Placement.

The Special Committee reviewed the terms of the Refinancing Transactions and determined that they were in the best interest of Prometic, including the decision to rely on the financial hardship exemption. This decision was made after considering and reviewing all of the circumstances currently surrounding Prometic and the Refinancing Transactions, including: (i) Prometic’s current financial situation and urgent capital requirements; (ii) the fact that the Refinancing Transactions was the only financing option available to Prometic at the present time; and (iii) all other relevant factors available to the Special Committee. The Special Committee unanimously determined that: Prometic was in serious financial difficulty; the Refinancing Transactions were designed to improve the financial condition of Prometic; and the terms of the Refinancing Transactions were reasonable in the circumstances of Prometic In making these determinations, no member of the Special Committee expressed any materially contrary view or abstained from voting in respect of the Refinancing Transactions.

 

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Given the fact that the Company had limited financial resources and had been presented with a limited opportunity to complete the Debt Conversion, the Warrant Repricing and the Private Placement, the Company believed that it did not have either adequate financial resources or time available to seek security holder approval prior to the completion of these transactions, and that the Refinancing Transactions would not have been available (or available on commercially acceptable terms) after the period of time necessary to convene and hold a meeting of security holders.

As part of this comprehensive process, the following have been designated as the highest near-term priorities for 2019:

 

   

The earliest possible submission of responses to address the FDA questions about the RyplazimTM BLA

 

   

The filing and approval of an Investigational New Drug application (“IND”) to enable the commencement of pivotal phase 3 clinical studies of PBI-4050 in Alström Syndrome

 

   

The signing of out-licensing and partnering agreements for late stage assets and/or the monetization of non-core assets

 

   

Raising of additional capital; and

 

   

Completing the process to list Prometic shares on NASDAQ.

On July 2, 2019, In anticipation of potentially filing an application for trading the Company’s common shares on NASDAQ, Prometic announced the consolidation of the Company’s issued and outstanding common shares on the basis of one (1) post-consolidation Common Share for every one thousand (1,000) pre-consolidation Common Shares (the “Consolidation”). This consolidation was approved at the special meeting of the common shareholders of the Company held on June 19, 2019 and commenced trading on the TSX on a post-consolidation basis at the open of trading on July 5, 2019.

Board and senior management changes

On April 23, 2019, Prometic announced the appointment of Stefan Clulow, Managing Director and Chief Investment Officer of Thomvest Asset Management, as Chair of Prometic’s Board of Directors and Kenneth Galbraith as Chief Executive Officer. Concurrent with these leadership changes, Professor Simon Best was appointed Prometic’s Lead Independent Director, and Dr. Benny Soffer, of Consonance, designated as a Prometic board observer.

On May 8, 2019, Prometic announced the appointment of Dr. Gary Bridger, Mr. Timothy Wach and Mr. Neil Klompas to the Board of Directors. These new Board members as well as Professor Simon Best, Stefan Clulow, Kenneth Galbraith and Zachary Newton were included as nominees for election to the Board of Directors by shareholders at the Annual General and Special Meeting of the shareholders, which took place in Montreal, Québec, Canada on June 19, 2019.

Effective September 1, 2019, Ms. Murielle Lortie, currently Vice President - Finance, will be promoted to Chief Financial Officer of the Company and Ms. Marie Iskra, currently Associate General Counsel, will be promoted to General Counsel for the Company. Mr. Patrick Sartore and Mr. Bruce Pritchard will continue to focus on their roles as Chief Operating Officer, North America and Chief Operating Officer, International, respectively.

Business Segments

Prometic’s current operations are primarily focused on the development of small molecule therapeutics against a group of related GPR’s to treat inflammation, fibrosis and metabolic diseases. The Company also operates two integrated businesses in plasma-derived therapeutics and bioseparations. The following provides more detail on each of these segments.

 

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Small molecule therapeutics segment

The Small molecule therapeutics segment is developing drugs against a group of free fatty acid receptors (FFAR1 to 4) and the related GPR84 in an emerging field known as immune-metabolism. The Company’s research is focused on inflammatory, fibrotic and metabolic conditions in patients with liver, respiratory or renal disease, with an emphasis on rare or orphan diseases.

Fibrosis and Mechanism of Action

Following an injury, the body has the ability to repair damaged tissues. However, if an injury is chronic or recurrent in nature, healthy tissue regeneration may not be possible and will be replaced by aberrant fibrotic processes or fibrosis. Fibrosis is characterized by the excessive accumulation of extracellular matrix (“ECM”) in damaged or inflamed tissues and is a common pathological outcome of many inflammatory and metabolic diseases. Numerous clinical conditions can lead to organ fibrosis and loss of organ function; in many cases persistent inflammation leads to the aberrant fibrotic response. The production of various profibrotic cytokines and growth factors by inflammatory cells such as macrophages results in the recruitment and activation of ECM-producing myofibroblasts. There is currently a major unmet need for therapies that are able to effectively target the pathophysiological pathways involved in fibrosis. Notable examples of medical conditions where fibrosis is central to loss of organ function include Alström Syndrome (“ALMS”), Nonalcoholic steatohepatitis (“NASH”), Idiopathic Pulmonary Fibrosis (“IPF”) and Chronic kidney disease (“CKD”).

Prometic has demonstrated that the “up-regulation” of receptor GPR40 concomitant with the “down-regulation” of receptor GPR84 promotes the normal healing process as opposed to promoting the fibrotic process. Prometic’s drug candidates have a dual mode-of-action as agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. A number of manuscripts have been submitted for publication now that the Company has filed a sufficiently broad range of patents to fully protect its portfolio of drug candidates that modulate these two receptors. The first manuscript entitled “A Newly Discovered Antifibrotic Pathway Regulated by Two Fatty Acid Receptors: GPR40 and GPR84” was published on February 16, 2018 in the American Journal of Pathology. Other peer-reviewed articles recently published include manuscripts entitled “Fatty acid receptor modulator PBI-4050 inhibits kidney fibrosis and improves glycemic control” published in the Journal of Clinical Investigation on May 17, 2018 and “PBI-4050 reduces stellate cell activation and liver fibrosis through modulation of intracellular ATP levels and LKB1-AMPK-Mtor pathway” published on August 9, 2018 in the Journal of Pharmacology and Experimental Therapeutics.

The clinical activity of our small molecules, such as PBI-4050, has been observed in over 30 different preclinical models performed by the Company and by other institutions using PBI-4050 in their own animal models, including Vanderbilt University, University of Ottawa, Université de Montréal, McMaster University and the Montreal Heart Institute. PBI-4050 has also successfully completed three separate phase 2 clinical studies supporting the translation of such results into biologic activity in humans. While the Small molecule therapeutics segment has several promising drug candidates, management has thus far focused its efforts on the lead drug, PBI-4050, which has been tested in approximately 250 healthy volunteers and human subjects.

PBI-4050 - Regulatory Designations

PBI-4050 has been granted Orphan Drug Designation by the FDA and the European Medicines Agency (“EMA”) for the treatment of ALMS as well as for the treatment of IPF. PBI-4050 has also been granted a Promising Innovative Medicine (“PIM”) designation in the U.K. by the Medicines and Healthcare products Regulatory Agency (“MHRA”) for the treatment of IPF and ALMS. Additionally, PBI-4050 has also been granted rare pediatric disease designation by the FDA for the treatment of ALMS, which makes it potentially eligible to receive a priority review voucher (“PRV”) upon regulatory approval by the FDA.

PBI 4050 - Alström Syndrome

The Company’s current focus is on the development of its lead drug, PBI-4050, for the treatment of ALMS. According to the National Organization for Rare Disorders (“NORD”), this severe fibrosis condition affects approximately 1,200 patients globally and therefore the clinical program under discussion with the regulatory agencies will be pursued by Prometic independently.

 

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ALMS is a rare inherited autosomal recessive syndrome characterized by the onset of obesity in childhood or adolescence of type 2 diabetes, often with severe insulin resistance, dyslipidemia, hypertension and severe multi-organ fibrosis, involving the heart, liver, and kidney. The most common cause of death is heart failure with dilated cardiomyopathy due to progressive cardiac fibrosis, while fibrosis leading to liver failure is also responsible for a large number of deaths. ALMS is also characterized by a progressive loss of vision and hearing and by short stature. Prometic is currently investigating the effects of PBI-4050 in ALMS patients in an open label, Phase 2 clinical study in the U.K.

ALMS includes many of the features of metabolic syndrome, including obesity, Type 2 diabetes with insulin resistance, liver steatosis (“fatty liver”), and liver fibrosis. Non-alcoholic fatty liver disease (“NAFLD”) is the manifestation of metabolic syndrome in the liver. Due to a worldwide obesity epidemic, NAFLD now affects 20–30% of the global population. Only a small minority of patients with NAFLD will develop more aggressive liver diseases with inflammation and fibrosis, such as NASH, however since the number of patients with NAFLD is so large, NASH has become the most common cause of severe liver disease worldwide. In ALMS, the progression of liver steatosis to fibrosis is much more aggressive than in “typical” metabolic syndrome patients.

The on-going ALMS study is an open-label, single-arm, phase 2 clinical study at Queen Elizabeth Hospital, Birmingham, which is the specialty center for ALMS in the U.K. The patients are treated with PBI-4050 (800 mg) once daily and undergo intensive investigation to document the effects of PBI-4050 on the progressive organ fibrosis, including magnetic resonance imaging of the liver and of the heart. Each patient is evaluated against their individual results at study entry, as well as against their historical trend when available. The study initially enrolled 12 patients, eight of whom are continuing in the study. With continuing review of the study results, the Data Safety Monitoring Board (“DSMB”) and the MHRA have agreed to multiple extensions of the study. All eight subjects have now completed more than 2 years of treatment with PBI-4050. In addition to preliminary evidence of clinical efficacy observed on liver fibrosis, the analysis of interim cardiac MRI data also indicates a reduction of cardiac fibrosis. PBI-4050’s safety and tolerability profile has been observed in clinical data over this extended period without any serious drug related adverse events recorded.

The Company has met with the FDA and EMA to present the results of the study and to discuss the regulatory pathway and is now actively working with specialist ALMS centers and with ALMS patient advocacy groups in the U.S. and Europe with a plan to commence its PBI-4050 treatment of ALMS pivotal phase 3 study in in the near future.

PBI-4050 – Other Indications

Liver steatosis (fatty liver) is very common in ALMS subjects from childhood onwards and has a high rate of progression to liver fibrosis much higher than the rate seen in the general population with typical metabolic syndrome and NAFLD progressing to fibrosis NASH. The Company has reviewed the results obtained in the ongoing open-label phase 2 studies of PBI-4050 in ALMS and believes that these results suggest a potential benefit of PBI-4050 in NASH patients.

In 2018, Prometic completed a Phase 2 clinical study of PBI-4050 in patients with IPF, as monotherapy and in combination with approved therapies.

In addition, the Company continues to explore other potential indications for PBI-4050 in future clinical studies.

Advancing analogue PBI-4547 into Clinical Development

The Company is planning to initiate phase 1 clinical studies of its next small molecule, PBI-4547. In preclinical studies, PBI-4547 has been demonstrated to address many of the fundamental aspects of metabolic syndrome. Among other actions, it encourages ß-oxidation of fatty acids, thus leading to fat being “burned” rather than laid down as subcutaneous or visceral fat.

 

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Plasma-derived therapeutics segment

The Plasma-derived therapeutics segment includes our proprietary plasma-derived therapeutics platform, which enables the development of our pipeline of biopharmaceutical candidates. This is achieved by leveraging our proprietary affinity ligand technology, which enables a highly efficient extraction and purification process of therapeutic proteins from human plasma.

 

LOGO

The Company’s primary goal with respect to this platform is to develop and launch treatments for unmet medical needs and rare diseases via therapeutic proteins not currently commercially available, such as Ryplazim. Ryplazim is the first biopharmaceutical expected to be launched commercially pending the review and approval of its BLA by the FDA. Ryplazim has been granted Orphan Drug designation by both the FDA and the EMA for the treatment of PLDG deficiency and has also been granted Fast Track status by the FDA.

Ryplazim has been granted a rare pediatric disease designation by the FDA for the treatment of congenital plasminogen deficiency which also makes it eligible to potentially receive PRV upon regulatory approval.

Lead Drug Product Candidate – Ryplazim

Ryplazim for the treatment of congenital plasminogen deficiency is the first biopharmaceutical expected to be launched commercially pending the review and approval of the amendments to its BLA required by the FDA following receipt of a Complete Response Letter, in April 2018, to the original BLA. The Company expects to file the BLA amendment in H1 2020.

Plasminogen is a naturally occurring protein that is synthesized by the liver and circulates in the blood. Activated plasminogen, plasmin, is a fundamental component of the fibrinolytic system and is the main enzyme involved in the lysis of blood clots and clearance of extravasated fibrin. Plasminogen is therefore vital in wound healing, and has other important functions in cell migration, tissue remodeling, angiogenesis, and embryogenesis.

The most common and visible lesion associated with plasminogen deficiency is ligneous conjunctivitis, which is characterized by thick, woody (ligneous) growths on the conjunctiva of the eye, and if left untreated, can lead to corneal damage and blindness. Ligneous growths tend to recur after surgical excision, thereby requiring multiple surgeries. While ligneous conjunctivitis is the most common lesion, congenital plasminogen deficiency is a multi-system disease that can also affect the ears, sinuses, tracheobronchial tree, genitourinary tract, and gingiva. Tracheobronchial lesions can result in respiratory failure. Hydrocephalus has also been reported in children with severe hypoplasminogenemia, apparently related to the deposition of fibrin in the cerebral ventricular system.

Patients with PLDG have a life-long inability to produce sufficient plasminogen. However, patients who have normal plasminogen levels may develop an acute, acquired deficiency when they suffer certain acute illnesses. Our first priority is to provide a treatment for PLDG deficiency and once commercially approved, to explore other indications for the same IV formulation of RyplazimTM such as acquired plasminogen deficiency in critical care settings such as thrombolytic disorders, acute exacerbations in IPF and ex-vivo applications such as the conditioning of donor organs prior to transplantation.

 

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There is also significant further potential to leverage the same plasminogen active pharmaceutical ingredient as an injectable sub-cutaneous formulation to promote the healing of hard-to-treat wounds such as chronic tympanic membrane perforations.

In a pivotal phase 2/3 clinical trial for the treatment of PLDG, RyplazimTM met its primary and secondary endpoints following the intravenous (“IV”) administration of Ryplazim to 10 patients for 12 weeks. In addition to being well tolerated and without any drug related serious adverse events, the phase 2/3 clinical trial achieved a 100% success rate for its primary end point, namely, a targeted increase in the plasma level of plasminogen immediately prior to the next infusion (“trough level”). Moreover, clinical data observed indicate that all patients who had active visible lesions when enrolled in the trial had complete healing of all lesions within weeks of treatment, a 100% patient response rate for this critical secondary end point.

Repeated IV doses of 6.6mg/kg of RyplazimTM demonstrated excellent efficacy in the resolution of lesions due to PLGD with no recurrences or new lesions while on replacement therapy for 48 weeks, with no safety concerns.

On March 28, 2018, Prometic provided an update on the status of the FDA review of its BLA for Ryplazim, and subsequently the FDA issued a Complete Response Letter (“CRL”).

The FDA identified the need for Prometic to make a number of changes in the Chemistry Manufacturing and Controls (“CMC”) section. These require the implementation and validation of additional analytical assays and “in-process controls” in the manufacturing process of Ryplazim. Once completed and validated, Prometic is required to manufacture additional Ryplazim conformance batches to confirm the effectiveness of these process changes.

The FDA has indicated that the submission of the amended BLA for Ryplazim will not impact the previously granted designations, including the Priority Review Status, the Orphan Drug Designation and the Rare Pediatric Disease Designation for Ryplazim for the treatment of PLDG.

The Company announced in October 2018 the successful completion of a Type C meeting during which the FDA agreed with its proposed action plan for the implementation of additional analytical assays and in-process controls related to RyplazimTM manufacturing process. As a result of the feedback received during that Type C meeting, the Company has finalized the Process Performance Qualification (“PPQ”) protocol required for the manufacturing of RyplazimTM conformance lots. The Company continues to interact with the FDA regarding the filing of its amended BLA. It has also engaged external consultants to assist with this process.

The critical path towards regulatory approval for RyplazimTM in the U.S. is as follows:

 

  1.

Development and validation of new analytical assays and in-process controls (complete)

 

  2.

Finalization of PPQ protocol (complete)

 

  3.

Manufacturing of additional conformance lots (complete)

 

  4.

Fill & Finish at external Contract Manufacturing Organization (“CMO”) (in process)

 

  5.

Data analysis & preparation of required documents for FDA (in process)

 

  6.

Regulatory filing of BLA amendment documents – now likely to take place in H1 2020

 

  7.

Anticipated new PDUFA date after acceptance of the amended BLA

Other Plasma-Derived Therapeutics

Prometic has developed processes to recover and purify several other proteins, including from plasma including IV Immunoglobulin (“IVIG”), however, given the market opportunity of Ryplazim, activities on other proteins has been suspended.

 

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Bioseparations segment

Prometic’s Bioseparations segment is known for its expertise in bioseparation, specifically for large-scale purification of biologics and the elimination of pathogens. These technologies are being used by several industry leaders. Prometic has also leveraged its own industry leading affinity technology to develop a highly efficient extraction and purification process of therapeutic proteins from human plasma in order to develop best-in-class therapeutics. The Bioseparations segment supplies its chromatography products and services to the Plasma-derived therapeutics segment and also to our licensees and other third-party customers. The Prometic Bioseparations segment 2018 sales exceeded $21 million, which represents a 35% increase over 2017 revenues, and the Company anticipates further moderate revenue growth for 2019.

This growth is due to a number of factors, including the expansion of manufacturing activities by existing clients who utilize Prometic’s products in their production processes, the adoption of products by new clients, the introduction of new products, and the continuing expansion of the market for bioseparation products. The ongoing manufacturing expansion of the Isle of Man facility will enable the company to manufacture over 35,000 liters of chromatography adsorbents annually, with a potential sales value exceeding $133 million per annum. This additional manufacturing capacity will be used to meet the growing demand for the segment’s products, and to provide the resins required for Prometic’s own plasma protein manufacturing operations.

 

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FINANCIAL PERFORMANCE

Amounts in tables are expressed in thousands of Canadian dollars, except per share amounts.

Results of operations

The consolidated statement of operations for the quarter and the six months ended June 30, 2019 compared to the same periods in 2018 are presented in the following table.

 

     Quarter ended June 30,      Six months ended June 30,  
     2019      2018      2019      2018  

Revenues

   $ 8,752      $ 20,155      $ 16,985      $ 24,447  

Expenses

           

Cost of sales and other production expenses

     3,881        16,406        8,233        21,172  

Research and development expenses

     24,157        24,004        43,349        46,420  

Administration, selling and marketing expenses

     18,590        6,944        26,234        14,647  

Loss (gain) on foreign exchange

     107        958        (1,676      2,069  

Finance costs

     3,556        5,332        10,909        9,575  

Loss on extinguishments of liabilities

     92,294        —          92,374        —    

Change in fair value of financial instruments measured at fair value through profit or loss

     (1,369      —          (1,140      —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss before income taxes

   $ (132,464    $ (33,489    $ (161,298    $ (69,436
  

 

 

    

 

 

    

 

 

    

 

 

 

Income tax loss (recovery):

           

Current

     1,239        —          1,239        (1

Deferred

     —          (422      —          (1,753
  

 

 

    

 

 

    

 

 

    

 

 

 
     1,239        (422      1,239        (1,754
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss

   $ (133,703    $ (33,067    $ (162,537    $ (67,682
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss attributable to:

           

Owners of the parent

     (133,617      (32,270      (161,753      (63,941

Non-controlling interests

     (86      (797      (784      (3,741
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ (133,703    $ (33,067    $ (162,537    $ (67,682
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss per share

           

Attributable to the owners of the parent Basic and diluted 1)

   $ (8.12    $ (38.97    $ (18.61    $ (77.41
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average number of outstanding shares (in thousands) 1)

     16,451        828        8,692        826  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

1) 

Refer to the section on subsequent event regarding the calculation of the loss per share and the weighted average number of shares outstanding.

Revenues

Total revenues for the six months ended June 30, 2019 were $17.0 million compared to $24.4 million during the comparative period of 2018 which represents a decrease of $7.5 million. Total revenues for the quarter ended June 30, 2019 were $8.8 million compared to $20.2 million during the comparative period of 2018 which represents a decrease of $11.4 million. Revenues in 2019 and 2018 were mainly driven by sales of product.

 

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The following table provides the breakdown of total revenues by source for the quarter and the six months ended June 30, 2019 compared to the corresponding periods in 2018:

 

     Quarter ended June 30,      Six months ended June 30,  
     2019      2018      2019      2018  

Revenues from the sale of goods

   $ 8,392      $ 19,690      $ 16,147      $ 23,479  

Revenues from the rendering of services

     328        329        771        579  

Rental revenue

     32        136        67        389  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 8,752      $ 20,155      $ 16,985      $ 24,447  
  

 

 

    

 

 

    

 

 

    

 

 

 

Revenues from the sale of goods were $16.1 million during the six months ended June 30, 2019 compared to $23.5 million during the corresponding period of 2018, representing a decrease of $7.3 million. The decrease is mainly due to $13.8 million less sales of excess normal source plasma as a result of the change in production forecasts due to the delay of the BLA approval for RyplazimTM. This decrease was partially offset by an increase in sales of specialty plasma collected at our plasma collection center in Winnipeg by $2.0 million and in sales from our Bioseparations products by $4.4 million compared to the six months ended June 30, 2018.

Revenues from the sale of goods were $8.4 million during the quarter ended June 30, 2019 compared to $19.7 million during the corresponding period of 2018, representing a decrease of $11.3 million. The decrease is due to the decrease in sales of excess normal source plasma inventory and was partially offset by an increase in sales from our Bioseparations products by $2.3 million.

Cost of sales and other production expenses

Cost of sales and other production expenses were $8.2 million during the six months ended June 30, 2019 compared to $21.2 million for the corresponding period in 2018, representing a decrease of $12.9 million. Cost of sales and other production expenses were $3.9 million during the quarter ended June 30, 2019 compared to $16.4 million for the corresponding period in 2018, representing a decrease of $12.5 million. This statement of operation caption includes the cost of the inventory sold, as well as non-capitalizable overhead related to commercial inventory and inventory write-downs. The decrease in cost of sales and other production expenses, is mainly driven by changes in the volume of sales of goods. Margins were significantly higher in 2019 since the comparative period includes a large sale of normal source plasma which was sold at a price $1.5 million below its carrying amount on the statement of financial position.

Revenues from the sale of goods is composed of different products and the margins on individual products vary significantly. Several bioseparations products may not be produced or sold on a yearly basis and some products are produced in varying batch sizes. This creates volatility in sales, cost of goods sold and the resulting margins from period to period.

Research and development expenses

The R&D expenses for the quarter and the six months ended June 30, 2019 compared to the same periods in 2018, broken down into its two main components, are presented in the following table:

 

     Quarter ended June 30,      Six months ended June 30,  
     2019      2018      2019      2018  

Manufacturing and purchase cost of therapeutics used for R&D activities

   $  11,764      $ 10,935      $ 20,981      $ 17,919  

Other research and development expenses

     12,393        13,069        22,368        28,501  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total research and development expenses

   $ 24,157      $ 24,004      $ 43,349      $ 46,420  
  

 

 

    

 

 

    

 

 

    

 

 

 

R&D expenses were $43.3 million during the six months ended June 30, 2019 compared to $46.4 million for the corresponding period in 2018, representing a decrease of $3.1 million. R&D expenses were $24.2 million during the quarter ended June 30, 2019 compared to $24.0 million for the corresponding period in 2018, representing a slight increase of $0.2 million.

 

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R&D expenses include the cost to manufacture plasma-derived therapeutics and small molecule therapeutics for use in clinical trial studies, to supply clinical trial patients until commercially approved product is available, and for the development of our production processes of RyplazimTM in preparation of filing an amended BLA. The plasma-derived therapeutics are produced at the Laval plant and the Winnipeg contract manufacturing organization (“CMO”) while the small molecule therapeutics are manufactured by third party CMOs for Prometic. The manufacturing and purchase cost of these therapeutics was $21.0 million during the six months ended June 30, 2019 compared to $17.9 million during the comparative period in 2018, representing an increase of $3.1 million, while the manufacturing and purchase cost of these therapeutics was $11.8 million during the quarter ended June 30, 2019 compared to $10.9 million during the quarter ended June 30, 2018.

There was no commercial production of plasma-derived therapeutics in 2018 and 2019 as the focus was on addressing comments received by the FDA following their audit at the end of 2017 and therefore, cost of manufacturing activities were classified as R&D expenses.

Other R&D expenses were $22.4 million during the six months ended June 30, 2019 compared to $28.5 million for the corresponding period in 2018, a decrease of $6.1 million. The decrease is mainly due to the reduction in clinical trial expenses of $4.3 million and pre-clinical studies of $1.3 million as the IVIG primary immunodeficiencies phase 3 clinical trial nears completion and the spending relating to the plasminogen congential deficiency clinical trial and the validation of analytical assays and in-process controls in the manufacturing of RyplazimTM has decreased. Salaries decreased by $1.6 million due to reduction of headcount accompanied by a reduction of general operating expenses. These decreases were partially offset by the increase in share-based compensation of $4.5 million compared to comparative period in 2018.

Other R&D expenses were $12.4 million during the quarter ended June 30, 2019 compared to $13.1 million for the corresponding period in 2018, a decrease of $0.7 million. The decrease is mainly due to reduction in salaries, pre-clinical and clinical trial activity in both the plasma-derived therapeutics and small molecule segments as well as a reduction in spending relating to the validation of analytical assays and in-process controls in the manufacturing of RyplazimTM, which was mostly offset by an increase of $4.2 million increase in shared-based payment expense recognized in the period over the comparative period which was almost fully offset by the reduction in salaries, pre-clinical and clinical trial activity in both the plasma-derived therapeutics and small molecule segments as well as a reduction in spending relating to the validation of analytical assays and in-process controls in the manufacturing of RyplazimTM.

Administration, selling and marketing expenses

Administration, selling and marketing expenses were $26.2 million during the six months ended June 30, 2019 compared to $14.6 million for the corresponding period in 2018, representing an increase of $11.6 million. Administration, selling and marketing expenses were $18.6 million during the quarter ended June 30, 2019 compared to $6.9 million for the corresponding period in 2018, representing an increase of $11.6 million. These increases are mainly attributable to the increase in share-based payments expense for the quarter ended and the six months ended June 30, 2019 of $9.4 million and $9.6 million, respectively.

Share-based payments expense

Share-based payments expense represents the expense recorded as a result of stock options and restricted stock units issued to employees and board members. This expense has been recorded as follows:

 

     Quarter ended June 30,      Six months ended June 30,  
     2019      2018      2019      2018  

Cost of sales and other production expenses

   $ 88      $ 37      $ 88      $ 91  

Research and development expenses

     5,080        322        5,772        792  

Administration, selling and marketing expenses

     9,729        347        10,569        943  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 14,897      $ 706      $ 16,429      $ 1,826  
  

 

 

    

 

 

    

 

 

    

 

 

 

Share-based payments expense was $16.4 million during the six months ended June 30, 2019 compared to $1.8 million during the corresponding period of 2018, representing an increase of $14.6 million. Share-based payments expense was $14.9 million during the quarter ended June 30, 2019 compared to $0.7 million during the corresponding period of 2018, representing an increase of $14.2 million.

 

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During 2019, the Company made significant changes to its long-term equity incentive plan to ensure alignment with performance and building shareholder value, and attraction and retention of key employees to drive the Company’s future growth. The following important changes were made:

 

   

the cancellation in June 2019 of the outstanding options for active employees in return for the issuance of new vested options having an exercise price reflecting the share price at the time of the grant;

 

   

the modification of the outstanding performance-based restricted share units (“RSU”) into time-vesting RSU; and

 

   

the issuance of the annual stock option grant to employees and executives. The vesting terms have been changed from those set in the recent years, especially at the executive level; a portion of the executive grants vested immediately while the overall vesting period was extended up to a period of 6 years.

Some of these changes triggered an immediate or accelerated recognition of share-based compensation expense during the quarter ended June 30, 2019. Further details of these changes and their accounting impact are provided in note 16 to the condensed interim financial statements for the quarter and the six months ended June 30, 2019.

Finance costs

Finance costs were $10.9 million for the six months ended June 30, 2019 compared to $9.6 million during the corresponding period of 2018, representing an increase of $1.3 million. This increase reflects the higher level of debt during 2019, until the April 23, 2019 debt restructuring, compared to the same period of 2018. Finance costs were $3.6 million for the quarter ended June 30, 2019 compared to $5.3 million during the corresponding period of 2018, representing a decrease of $1.8 million. The decrease is mainly due to lower level of debt in the quarter ended June 30, 2019 compared to the same period of 2018 since the debt restructuring on April 23, 2019.

The adoption of the new lease standard, IFRS 16, Leases (“IFRS 16”), at the beginning of 2019, under which lease liabilities are recognized for the discounted value of the future lease payments at initial adoption and with interest expense recognized over the term of each lease, is contributing to the increase of finance costs in 2019. The new standard was adopted using the modified retrospective approach and as such, the 2018 figures are not restated. Previously, the embedded interest component in each lease payment was recognized as part of the lease expense included in the various functions presented in the statement of operations such as Cost of sales and other production expenses, R&D and administration, selling and marketing. The interest expense over the lease liabilities was $1.8 million and $3.6 million for the quarter and the six months ended June 30, 2019, respectively.

Loss on extinguishments of liabilities

Loss on extinguishments of liabilities were $92.3 million and $92.4 million for the quarter and the six months ended June 30, 2019 respectively, principally as a result of the Company concluding a debt restructuring agreement on April 23, 2019 with its major creditor SALP. The debt was reduced to $10.0 million plus interest due, in exchange for the issuance of 15,050,312,371 common shares. The difference between the adjustment to the carrying value of the loan of $141.5 million and the amount recorded for the shares issued of $228.9 million was recorded as a loss on extinguishment of a loan of $87.4 million, this amount essentially representing the immediate recognition of the accreted interest that would have otherwise been recognized as finance costs over the years until the maturity of the long-term debt. Legal fees related to the debt restructuring of $0.6 million were also recognized as part of the loss on extinguishments of liabilities.

The shares issued in relation with the debt restructuring contained trading restrictions and accordingly, the Company determined that their quoted price did not fairly represent the value of the shares issued. As such, the issued shares were recorded at fair value using a market approach under a level 2 fair value measurement of $0.01521 per share, resulting in a value of the shares issued of $228,915. The fair value was based on a share issuance for cash on the same date with a non-related party.

 

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The portion of the loan that was not settled was modified into an interest-bearing loan at 10% stated interest, payable quarterly. The modification of the terms was treated as an extinguishment and the reissuance of a new loan for accounting purposes. The difference between the carrying amount of the extinguished loan of $4.7 million and the fair value of the new loan of $8.5 million was recorded as a loss on debt extinguishment of $3.9 million. The new loan has a higher fair value mainly because it is an interest-bearing loan with regular interest payments while the previous loan contained implicit interest in the face value payment due upon maturity and such interest was being accreted over the life of the loan. The expense represents an immediate recognition of a portion of the unrecognized interest expense on the old loan.

As part of the cost to complete the debt restructuring, the 168,735,308 warrants held by SALP (Warrants #1, 2, 8 and 9) were cancelled and replaced with an equivalent number of Warrants #10 that will be exercisable at an exercise price of $0.01521 per common share and expire on April 23, 2027. The increase in the fair value of the replacement warrants compared to those cancelled of $0.4 million was recorded as part of the loss on extinguishment of liabilities.

Change in fair value of financial instruments measured at fair value through profit or loss

In November 2018, the Company issued Warrants #9 as part of the debt modification. The warrants didn’t meet the definition of an equity instrument and were treated as a derivative which was measured at recurring fair value. The change in fair value from December 31, 2018 to April 23, 2019 was a gain of $1.4 million. As part of the debt restructuring, Warrants #9 were subsequently cancelled.

Income taxes

Current Income tax expense was $1.2 million for the quarter and six months ended June 30, 2019 with no such expense recorded in the comparative periods in 2018. The increase in current income tax is due to the sheltering of an income tax expense by the utilization of previously unrecognized non-refundable Federal R&D tax credits. Deferred income tax recovery was $nil for the quarter and the six months ended June 30, 2019 compared to a recovery $0.4 million and $1.8 million during both corresponding periods of 2018. The increase of this expense is mainly due to the assumption that the Company will no longer be eligible for certain R&D tax credits in the U.K. following the change in control that resulted after the debt restructuring in April 2019.

Net loss

The Company incurred a net loss of $162.5 million during the six months ended June 30, 2019 compared to a net loss of $67.7 million for the corresponding period of 2018, representing an increase in the net loss of $94.9 million. The Company incurred a net loss of $133.7 million during the quarter ended June 30, 2019 compared to a net loss of $33.1 million for the corresponding period of 2018, representing an increase in the net loss of $100.6 million. This is mainly driven by the impact of the loss on extinguishment of liabilities caused by the debt restructuring of $92.3 million that occurred during the second quarter and the increase in the share-based payments expense of $14.2 million and $14.6 million, for the quarter and six months ended June 30, 2019, respectively.

 

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Adjusted EBITDA analysis

The Adjusted EBITDA for the quarters and the six months ended June 30, 2019 and 2018 are presented in the following table:

 

     Quarter ended June 30,      Six months ended June 30,  
     2019      2018      2019      2018  

Net loss

   $ (133,703    $ (33,067    $ (162,537    $ (67,682

Adjustments to obtain Adjusted EBITDA

           

Loss (gain) on foreign exchange

     107        958        (1,676      2,069  

Finance costs

     3,556        5,332        10,909        9,575  

Loss on extinguishments of liabilities

     92,294        —          92,374        —    

Change in fair value of financial instruments measured at fair value through profit or loss

     (1,369      —          (1,140      —    

Income tax recovery

     1,239        (422      1,239        (1,754

Depreciation and amortization

     2,497        1,429        4,932        2,711  

Share-based payments expense

     14,897        706        16,429        1,826  
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ (20,482    $ (25,064    $ (39,470    $ (53,255
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA is a non-GAAP measure that is not defined or standardized under IFRS and it is unlikely to be comparable to similar measures presented by other companies. The Company believes that Adjusted EBITDA provides additional insight regarding cash used in operating activities on an on-going basis. It also reflects how management analyzes performance and compares that performance against other companies. In addition, we believe that Adjusted EBITDA is a useful measure as some investors and analysts use EBITDA and similar measures to compare the Prometic against other companies. Adjusted EBITDA adjusts Net loss for the elements presented in the table above.

The comparability of the 2019 Adjusted EBITDA figures compared to those of 2018 have been impacted by the adoption of IFRS 16. The effect of the adoption of IFRS 16 is discussed further in this MD&A under the section changes in accounting policies. Since the lease component costs of lease agreements are now captured in the statement of operations as depreciation of right-of-use assets and the interest component is now captured in financing costs, the effect of IFRS 16 is to improve Adjusted EBITDA as these items are excluded from the computation. The 2018 comparative Adjusted EBITDA figures have not been changed for IFRS 16.

Total Adjusted EBITDA for the six months ended June 30, 2019 was $(39.5) million compared to $(53.3) million for the comparative period of 2018, representing an increase in Adjusted EBITDA of $13.8 million. Total Adjusted EBITDA for the quarter ended June 30, 2019 was $(20.5) million compared to $(25.1) million for the comparative period of 2018, representing an increase in Adjusted EBITDA of $4.6 million. This is mainly due to the increase in margin from sales of goods of $5.6 million and $1.2 for the six months and the quarter ended June 30, 2019 compared to the corresponding periods in 2018. The removal of the depreciation of right-of-use assets of $2.4 million and the interest expense on the lease liabilities of $3.6 million in the six months ended June 30, 2019 are other factors explaining the difference, noting however that the comparison is limited as the accounting for leases is very different in each period. The increase is also due to reduction in overall activity as a result of ongoing cost control measures.

 

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Segmented information analysis

For the six months ended June 30, 2019 and 2018

The profit (loss) for each segment and the net loss before income taxes for the total Company for the six months ended June 30, 2019 and 2018 are presented in the following tables.

 

For the six months ended June 30, 2019

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
     Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ 33     $ 2,923      $ 13,959      $ 70     $ 16,985  

Intersegment revenues

     —         7        191        (198     —    
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total revenues

     33       2,930        14,150        (128     16,985  

Cost of sales and other production expenses

     —         1,663        6,616        (46     8,233  

Manufacturing and purchase cost of therapeutics used for R&D activities

     20       21,122        —          (161     20,981  

R&D - Other expenses

     6,558       12,107        3,703        —         22,368  

Administration, selling and marketing expenses

     2,223       4,010        1,650        18,351       26,234  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (8,768   $  (35,972)      $ 2,181      $ (18,272   $ (60,831

Gain on foreign exchange

               (1,676

Finance costs

               10,909  

Loss on extinguishments of liabilities

               92,374  

Change in fair value of financial instruments measured at fair value through profit or loss

               (1,140
            

 

 

 

Net loss before income taxes

             $ (161,298
            

 

 

 

Other information

            

Depreciation and amortization

   $ 363     $ 3,623      $ 642      $ 304     $ 4,932  

Share-based payment expense

     3,787       3,470        239        8,933       16,429  

For the six months ended June 30, 2018

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
     Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 14,961      $ 9,416      $ 70     $ 24,447  

Intersegment revenues

     —         14        319        (333     —    
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total revenues

     —         14,975        9,735        (263     24,447  

Cost of sales and other production expenses

     —         16,531        4,795        (154     21,172  

Manufacturing and purchase cost of therapeutics used for R&D activities

     1,751       16,292        —          (124     17,919  

R&D - Other expenses

     7,481       17,623        3,397        —         28,501  

Administration, selling and marketing expenses

     1,812       5,719        1,502        5,614       14,647  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (11,044   $  (41,190)      $ 41      $ (5,599   $ (57,792

Loss on foreign exchange

               2,069  

Finance costs

               9,575  
            

 

 

 

Net loss before income taxes

             $ (69,436
            

 

 

 

Other information

            

Depreciation and amortization

   $ 257     $ 1,792      $ 495      $ 167     $ 2,711  

Share-based payment expense

     325       496        124        881       1,826  

Small molecule therapeutics segment

The segment loss for small molecule therapeutics was $8.8 million during the six months ended June 30, 2019 compared $11.0 million during the corresponding period, a decrease on segment loss of $2.3 million mainly due to the $1.7 million decrease in manufacturing and purchase cost of therapeutics used for R&D activities from third party manufacturers to be used for clinical trials and pre-clinical research. Other R&D also declined due to a reduction in clinical trial and pre-clinical studies expenses which were partially offset by an increase in share-based payment expense of $3.5 million.

Plasma-derived therapeutic segment

The revenues for the Plasma-derived therapeutics segment are usually generated from the sales of specialty plasma to third parties. However over the past 14 months, revenues have also been generated from the sale of excess normal source plasma to third parties as a result of the change in production forecasts due to the delay of the BLA approval for RyplazimTM. External revenues were $2.9 million in the six months ended June 30, 2019 compared to $15.0 million in the comparative period representing a decrease of $12.0 million mainly due to $13.8 million less sales of normal source plasma. The normal source plasma sold for $14.0 million during the six months ended June 30, 2018 was sold at a value below its carrying amount of $15.6 million. The increase of $2.0 million in sales of specialized plasma in the six months ended June 30, 2019 compared to the same period in 2018 partially offset the decline in normal source plasma sales.

 

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The manufacturing cost of plasma-derived therapeutics to be used in clinical trials and for the development of our production processes was higher during the six months ended June 30, 2019 at $21.1 million compared to $16.3 million during the corresponding period of 2018, representing an increase of $4.8 million, mainly due to the expensing of additional inventories that are now expected to be used to supply clinical trial patients until commercially approved product is available.

Other R&D expenses were $12.1 million during the six months ended June 30, 2019 compared to $17.6 million during the corresponding period of 2018, representing a decrease of $5.5 million. The decrease is mainly due to the reduction in the clinical trial and pre-clinical research expenses of $3.4 million and $1.1 million respectively over the comparative period. This is also explained by a reduction in gross wages due to reduction in headcount of $1.5 million which was partially offset by an increase in the share-based payment expenses recognized in Other R&D expenses of $2.4 million.

Similar to the overall R&D expenditures, Administration, selling and marketing expenses decreased by $1.7 million mainly due to a reduction of spending related to the preparation of the commercial launch in the current period compared to the same period in 2018. Also, the administrative support that the segment receives from the head office decreased in the six months ended June 30, 2019 as the segment focused almost solely on the refiling of the BLA. The segment loss for the six months ended June 30, 2019 was $36.0 million compared to $41.2 million for the corresponding period, and was mainly driven by the reduction of R&D expenses and Administration, selling and marketing expenses.

Bioseparations segment

The revenues for the Bioseparations segment are generated mainly from sales of goods and the provision of resin development services to external customers but the segment also generates the same type of revenues from its transactions with the Plasma-derived therapeutics segment. Revenues for the segment increased by $4.4 million for the six months ended June 30, 2019 compared to the corresponding period of 2018 mainly due to external revenues. The contribution of those sales (sales of goods less cost of sales) increased by $2.6 million in the current period compared to the corresponding period in 2018.

The Bioseparations segment generated a profit of $2.2 million in the six months ended June 30, 2019 compared to breaking-even during the six months ended June 30, 2018 which is mainly driven by the increase in net margin of $2.6 million.

 

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For the quarters ended June 30, 2019 and 2018

The loss for each segment and the net loss before income taxes for the total Company for the quarters ended June 30, 2019 and 2018 are presented in the following table:

 

For the quarter ended June 30, 2019

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ 2     $ 725     $ 7,990      $ 35     $ 8,752  

Intersegment revenues

     —         —         191        (191     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     2       725       8,181        (156     8,752  

Cost of sales and other production expenses

     —         533       3,394        (46     3,881  

Manufacturing and purchase cost of therapeutics used for R&D activities

     20       11,888       —          (144     11,764  

R&D - Other expenses

     3,853       6,631       1,909        —         12,393  

Administration, selling and marketing expenses

     1,592       2,048       800        14,150       18,590  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (5,463   $ (20,375   $ 2,078      $ (14,116   $ (37,876

Loss on foreign exchange

              107  

Finance costs

              3,556  

Loss on extinguishments of liabilities

              92,294  

Change in fair value of financial instruments measured at FVPL

              (1,369
           

 

 

 

Net loss before income taxes

            $ (132,464
           

 

 

 

Other information

           

Depreciation and amortization

   $ 186     $ 1,824     $ 327      $ 160     $ 2,497  

Share-based payment expense

     3,390       3,119       172        8,216       14,897  

For the quarter ended June 30, 2018

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 14,438     $ 5,682      $ 35     $ 20,155  

Intersegment revenues

     —         —         202        (202     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     —         14,438       5,884        (167     20,155  

Cost of sales and other production expenses

     —         14,427       2,063        (84     16,406  

Manufacturing and purchase cost of therapeutics used for R&D activities

     1,067       9,961       —          (93     10,935  

R&D - Other expenses

     3,215       8,238       1,616        —         13,069  

Administration, selling and marketing expenses

     915       2,811       749        2,469       6,944  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (5,197   $ (20,999   $ 1,456      $ (2,459   $ (27,199

Loss on foreign exchange

              958  

Finance costs

              5,332  
           

 

 

 

Net loss before income taxes

            $ (33,489
           

 

 

 

Other information

           

Depreciation and amortization

   $ 126     $ 965     $ 252      $ 86     $ 1,429  

Share-based payment expense

     154       193       56        303       706  

Small molecule therapeutics segment

The segment loss for Small molecule therapeutics increased by $0.3 million during the quarter ended June 30, 2019 compared to the corresponding period in 2018. The increase in loss is mainly due to an increase in share-based payment expense of $3.2 million during the quarter ended June 30, 2019 compared to the prior period that affected both the Other R&D and Administration expenses. This was partially offset by the reduction in manufacturing and purchase cost of therapeutics used for R&D activities and a reduction in clinical trial and pre-clinical studies expenses.

Plasma-derived therapeutic segment

Sales of normal source and specialty plasma to third parties made up the Plasma-derived therapeutics segment revenues in the quarters ended June 30, 2019 and 2018. Revenues from the segment were lower by $13.7 million during the quarter ended June 30, 2019 compared to the corresponding period of 2018 mainly due to a significant sale of excess normal source plasma of $14.0 million in 2018. The latter didn’t affect the segment profitability during the quarter ended June 30, 2018, as a loss was realized in the first quarter of 2018 upon confirmation of the sales price.

The segment loss decreased by $0.6 million for the quarter ended June 30, 2019 compared to the corresponding period in 2018, mainly due to $1.6 million reduction in the other R&D expenses as the clinical activity from the IVIG clinical trial for the pediatric cohort is coming to an end with the last patient having received their last dose at the start of 2019,

 

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offset by the increase of $1.9 million in Manufacturing and purchase cost of therapeutics used for R&D activities mainly related to the expensing of additional inventories that are now expected to be used to supply clinical trial patients until commercially approved product is available. The reduction also reflects the segment’s focus on RyplazimTM, whereas several proteins were being developed in the past. All manufacturing for the quarter ended June 30, 2019 or 2018 were for non-commercial purposes and therefore any cost expensed under Manufacturing and purchase cost of therapeutics used for R&D activities. Cost of sales and other production costs decreased as the quarter ended June 30, 2018 included a large sale of normal source plasma as discussed above. Contributing to the general decline in expenses was the impact of the adoption of IFRS 16, where the financing component of leases are included in financing costs in 2019 and are no longer included in the measurement of the segment’s results.

Administration, selling and marketing expenses declined by $0.8 million mainly reflecting the reduction in administrative support the segment receives from the head office and reduced marketing expenses.

Bioseparations segment

The revenues for the Bioseparations segment are generated mainly from sales of goods and by providing resin development services. Revenues for the segment increased by $2.3 million for the quarter ended June 30, 2019 compared to the corresponding period of 2018 mainly due to an increase in revenue from sales of goods to external customers. The contribution of those sales (sales of goods less cost of sales) increased by $1.0 million in the current period compared to the corresponding period in 2018, resulting in a segment profit of $2.1 million during the quarter ended June 30, 2019 compared to a segment profit of $1.5 million during the corresponding period in 2018, representing an increase in profit of $0.6 million.

 

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Financial condition

The consolidated statements of financial position at June 30, 2019 and December 31, 2018 are presented in the following table followed by a discussion of the key changes in the statement of financial position between both dates.

 

     June 30,
2019
     December 31,
2018
 

Cash

   $ 81,002      $ 7,389  

Accounts receivable

     8,750        11,882  

Income tax receivable

     7,753        8,091  

Inventories

     7,958        12,028  

Prepaids

     2,853        1,452  
  

 

 

    

 

 

 

Total current assets

     108,316        40,842  

Long-term income tax receivable

     113        117  

Other long-term assets

     2,413        411  

Capital assets

     38,243        41,113  

Right-of-use assets

     36,577        —    

Intangible assets

     19,486        19,803  

Deferred tax assets

     606        606  
  

 

 

    

 

 

 

Total assets

   $ 205,754      $ 102,892  
  

 

 

    

 

 

 

Accounts payable and accrued liabilities

   $ 16,949      $ 31,855  

Deferred revenues

     535        507  

Current portion of lease liabilities

     8,625        —    

Warrant liability

     —          157  

Current portion of long-term debt

     565        3,211  
  

 

 

    

 

 

 

Total current liabilities

     26,674        35,730  

Long-term portion of deferred revenues

     163        170  

Long-term portion of lease liabilities

     32,573        —    

Long-term portion of operating and finance lease inducements and obligations

     —          1,850  

Other long-term liabilities

     3,474        5,695  

Long-term debt

     8,560        122,593  
  

 

 

    

 

 

 

Total liabilities

   $ 71,444      $ 166,038  
  

 

 

    

 

 

 

Share capital

   $ 932,951      $ 583,117  

Contributed surplus

     37,931        21,923  

Warrants

     95,856        95,296  

Accumulated other comprehensive loss

     (2,340      (1,252

Deficit

     (922,938      (755,688
  

 

 

    

 

 

 

Equity (deficiency) attributable to owners of the parent

     141,460        (56,604

Non-controlling interests

     (7,150      (6,542
  

 

 

    

 

 

 

Total equity (deficiency)

     134,310        (63,146
  

 

 

    

 

 

 

Total liabilities and equity

   $ 205,754      $ 102,892  
  

 

 

    

 

 

 

Cash

Cash increased by $73.6 million at June 30, 2019 compared to December 31, 2018. The variation in cash is explained in more detail in the cash flow and liquidity, section however the increase is mainly due to the net proceeds of approximately $70.1 million and $39.2 received in the equity raise of April 23, 2019 and the right offering completed in June 2019, respectively.

Accounts receivables

Accounts receivables decreased by $3.1 million at June 30, 2019 compared to December 31, 2018 mainly due to decrease in trade receivables, as December 2018 figures included an important sale of normal source plasma. Also contributing to the decrease, is a reduction in tax credits receivable as the Company adjusted its estimation of the amount of refundable R&D tax credits it will collect.

 

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Inventories

Inventories decreased by $4.1 million at June 30, 2019 compared to December 31, 2018 mainly due to an increase in the estimated quantity of inventory that will be consumed for the manufacturing of RyplazimTM for R&D purposes, as the timeline for resuming commercial production was extended, and as such were expensed.

Prepaids

Prepaids increased by $1.4 million at June 30, 2019 compared to December 31, 2018 mainly due to the payment of directors and officer’s insurance at the beginning of the year and from increased deposits made when placing orders for certain inventory items.

Capital assets

Capital assets decreased by $2.9 million at June 30, 2019 compared to December 31, 2018 mainly due to the adoption of IFRS 16 and the transfer of finance leases to the right-of-use assets on January 1, 2019 and the depreciation expense taken during the period.

Right-of-use assets, lease liabilities and long-term portion of operating and finance lease inducements and obligations

As at June 30, 2019, $36.6 million in right-of-use assets and $41.2 million of lease liabilities were recognized while the long-term portion of operating and finance lease inducements and obligations of $1.9 million were derecognized as a result of the adoption of IFRS 16 at the beginning of the year. Details on the impact of the adoption of IFRS 16 are provided in the section on changes in accounting policies in the condensed interim consolidated financial statements for the quarter and six months ended June 30, 2019.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities decreased by $14.9 million at June 30, 2019 compared to December 31, 2018, mainly due to the reduction of trade payable of $11.6 million, as the Company caught up on the payment of supplier invoices that were due after it successfully raised financing during the second quarter of 2019. The decrease is also due to the reduction in the current portion of operating and finance lease inducements and obligations by $2.5 million, previously included in this caption, due to the adoption of IFRS 16.

Long-term debt

Long-term debt decreased by $116.7 million at June 30, 2019 compared to December 31, 2018, primarily as a result of the debt restructuring on April 23, 2019 which reduced the carrying amount of the long-term debt to $10.6 million (including interest due). This transaction, along with others that occurred between December 31, 2018 and June 30, 2019 and their accounting treatments are explained in note 13 of the condensed interim financial statements for the quarter and six months ended June 30, 2019.

Share Capital

Share capital increased by $349.8 million at June 30, 2019 compared to December 31, 2018. The increase is mainly due to the common shares issued in relation to the debt restructuring that were valued at $228.9 million. The increase is also due to the two private placements on April 23, 2019 for an aggregate gross proceeds of $75.0 million and the gross proceeds of the right offering of $39.4 million.

Contributed surplus

Contributed surplus increased by $16.0 million at June 30, 2019 compared to December 31, 2018. The increase is mainly due to the recognition of share-based payment expense of $16.4 million during the six months ended June 30, 2019.

Warrants

Warrants classified as equity increased by $0.6 million at June 30, 2019 compared to December 31, 2018 mainly due to the recognition of the incremental value of the Warrants #10 that were issued in conjunction with the debt restructuring on April 23, 2019 at an exercise price of $0.01521 compared to the then fair value of Warrants #1, #2, and #8 which were cancelled.

 

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Subsequent event

On July 5, 2019, the Company performed a thousand-to-one share consolidation of the Company’s issued equity instruments including common shares, warrants, options and RSU. Any quantity relating to these instruments for 2018 and up to July 5, 2019 or any per unit price such as exercise prices, presented throughout this MD&A have not been restated for the share consolidation, except for the outstanding share data on August 9, 2019, the weighted average number of shares outstanding used in the basic and diluted EPS which have been retroactively adjusted to give effect to the share consolidation and the bonus element included in the Rights offering, as required by IAS 33, Earnings per share, and consequently the basic and diluted earnings per share presented in this MD&A.

Cash flow analysis

The consolidated statements of cash flows for the quarter ended June 30, 2019 and the comparative period in 2018 are presented below.

 

     Six months ended June 30,  
     2019      2018  

Cash flows used in operating activities

   $  (46,633    $ (44,915

Cash flows from financing activities

     123,734        36,424  

Cash flows used in investing activities

     (3,379      (3,072
  

 

 

    

 

 

 

Net change in cash during the year

     73,722        (11,563

Net effect of currency exchange rate on cash

     (109      218  

Cash, beginning of the period

     7,389        23,166  
  

 

 

    

 

 

 

Cash, end of the period

   $ 81,002      $ 11,821  
  

 

 

    

 

 

 

Cash flow used in operating activities increased by $1.7 million during the six months ended June 30, 2019 compared to the same period in 2018. The increase is mainly due to a significant increase in payments to suppliers as the Company paid past due invoices following the receipt of funding during the quarter ended June 30, 2019. This was partially offset by lower operating expenses and by the fact that under IFRS 16, the cash flows relating to leases are now included in cash flows from financing activities.

Cash flows from financing activities increased by $87.3 million during the six months ended June 30, 2019 compared to the same period in 2018 mainly due to the equity financing on April 23, 2019 that raised gross proceeds of $75.0 million and the Right Offering that raised $39.4 million in June 2019. This increase was partially offset by the decrease in proceeds from debt and warrant issuances on the credit facility during the six months ended June 30, 2019 by $20.1 million and the fact that payments on leases of $4.7 million are now included as part of cash flows from financing activities.

Cash flows used in investing activities remained low and stable when comparing both periods as the Company was limiting its investments in capital and intangible assets.

LIQUIDITY AND CONTRACTUAL OBLIGATIONS

At June 30, 2019, the Company had working capital of $81.6 million. The Company financial situation improved significantly following the conversion of almost the entirety of the SALP debt into common shares therefore significantly reducing the debt burden of the Company along with the receipt of gross proceeds of $75.0 million from two private placements and $39.4 million from the Right Offering. Due to these funds and the fact that the interest payments on long-term debt are almost eliminated, the Company now has sufficient funds to resume its operating activities at a low spending level until it secures additional funding from the potential sources identified below:

 

   

The Company is in ongoing discussions with potential licensees for its drug pipeline. Any such discussions may lead to the conclusion of a licensing transaction which could generate a combination of licensing, milestone and royalty revenues;

 

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The monetization of non-core assets; and

 

   

The Company is currently planning and taking steps to prepare itself for a NASDAQ listing that would be completed within the earliest timeline possible. Assuming favorable market conditions, financing from this exchange could occur.

Despite the Company’s efforts to obtain further financing, there can be no assurances of its access to further funding. Until such time as another substantial transaction brings in additional funding, a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern will continue to exist.

Financial obligations

The timing and expected contractual outflows required to settle the financial obligations of the Company recognized in the consolidated statement of financial position at June 30, 2019 are presented in the table below:

 

            Contractual Cash flows  

At June 30, 2019

   Carrying
amount
     Payable
within 1 year
     2 - 4 years      5 years      Later than
5 years
     Total  

Accounts payable and accrued liabilities

   $ 16,949      $ 16,949      $ —        $ —        $ —        $ 16,949  

Long-term portion of royalty payment obligations

     2,969        —          3,350        26        275        3,651  

Lease liabilities

     41,198        9,404        26,030        7,334        44,867        87,635  

Long-term portion of other employee benefit liabilities

     505        —          505        —          —          505  

Long-term debt

     8,560        1,588        3,025        10,823        —          15,436  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 70,181      $ 27,941      $ 32,910      $ 18,183      $ 45,142      $ 124,176  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Commitments

The Company’s commitments have remained essentially unchanged from those disclosed in the MD&A for the year ended December 31, 2018. The minimum lease payments under lease agreements are now included on the statement of financial position under lease liabilities following the adoption of IFRS 16. As of December 31, 2018, the Company had $75.0 million of lease commitments compared to contractual cash flows of $87.6 million relating to lease liabilities included in the financial obligations as at June 30, 2019 following the adoption of IFRS 16. The increase is mainly due to the inclusion of lease payments beyond minimum commitments when the Company believes it is reasonably certain it will exercise its options to extend the lease period for certain leases even though it has not yet exercised the renewal option.

SUMMARY OF QUARTERLY RESULTS

The following table presents selected quarterly financial information for the last eight quarters:

 

            Net loss attributable
to the owners of the parent
 
                   Per share  

Quarter ended

   Revenues      Total      basic & diluted 1)  

June 30, 2019

   $  16,985      $ (161,753    $ (8.12

March 31, 2019

     8,233        (28,136      (33.26

December 31, 2018

     10,597        (102,953      (124.04

September 30, 2018

     12,330        (28,472      (34.30

June 30, 2018

     20,155        (32,270      (38.97

March 31, 2018

     4,292        (31,671      (38.44

December 31, 2017

     6,596        (38,279      (46.57

September 30, 2017

     24,034        (15,542      (19.05

 

1) 

As required by IAS 33, Earnings per share, the Company recalculated the weighted average number of shares used in the basic and diluted EPS calculations for all the periods presented in the table above to take into consideration the share consolidation that took place on July 5, 2019 and the bonus element in the Rights Offering.

 

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Revenues from period to period may vary significantly as these are affected by the timing of orders for goods and the shipment of the orders and the timing of the provision of research services under service agreements. The revenues are also affected by the timing of the signing of licensing agreements and achievement of milestones established in these agreements and how these revenues are recognized for accounting purposes. The timing of the recognition of these revenues and the timing of the recognized expense can cause significant variability in the results from quarter to quarter.

Revenues were $24.0 million during the quarter ended September 30, 2017 mainly driven by licensing and milestone revenues following the signing of a small molecule licensing agreement which resulted in $19.7 million of revenue. R&D and Administration, selling and marketing expense were $23.2 million and $7.7 million respectively, remaining at similar levels to the prior quarter. A non-cash loss on extinguishments of liabilities of $4.2 million was recorded as the holder of the long-term debt decided to reduce the face value of the loan in consideration of shares they received pursuant to a private placement that occurred in July 2017.

Revenues during the quarter ended December 31, 2017 were $6.6 million, of which the majority was driven by product sales and service revenues from the Bioseparation segment. Research and development and administration, selling and marketing expense were $28.2 million and $8.8 million respectively. The $5.0 million increase in R&D costs compared to the previous quarter is mainly due to higher expense relating to cost of therapeutics for clinical trials, an increase in the external cost incurred in running the trials and higher salary and benefit expenses. Administration, selling and marketing expenses were slightly higher by $1.1 million principally due to higher salary and benefit expenses. During the quarter, the Company recognized a bad debt expense of $20.5 million, effectively offsetting the milestone and licensing revenues earned during the previous quarter.

Revenues were $4.3 million during the quarter ended March 31, 2018 of which $3.8 million came from product sales. Cost of sales and other production expenses were high reflecting lower margins on the products sold during the period and an inventory write-off on a portion of the plasma held in inventory to net realisable value in advance of a sales transaction to take place during the following quarter but for which the selling price had been settled in advance. R&D expenses at $22.4 million were lower by $5.8 million and Administration, selling and marketing expenses also declined by $1.1 million compared to the previous quarter. Financing cost increased to $4.2 million reflecting the higher debt level and the higher borrowing cost of the Credit Facility.

Revenues during the quarter ended June 30, 2018 were $20.2 million, of which the majority was driven by a $14.0 million sale of excess plasma inventory. Sales of product from the Bioseparations segment made up most of the remaining revenues reflecting strong sales for that segment. Cost of sales and other production expenses were $16.4 million, R&D expenses at $24.0 million increased slightly over the previous quarter while Administration, selling and marketing expense decreased slightly to $6.9 million. Financing cost increased to $6.3 million reflecting the continuous increase in the debt level and the higher borrowing cost of the Credit Facility.

Revenues during the quarter ended September 30, 2018 were $12.3 million, which were equally driven by sales from Plasma-derived therapeutics and Bioseparations segments. Sales from the Plasma-derived segment included excess normal source plasma inventory in the amount of $5.7 million. Cost of sales and other production expenses were $9.2 million. R&D expenses at $24.1 million were similar to the previous quarter while Administration, selling and marketing expenses decreased slightly to $6.2 million. Financing cost at $5.9 million, continued to increase reflecting the higher debt level as the Company continued to draw on the Credit Facility.

Revenues during the quarter ended December 31, 2018 were $10.6 million, which was driven by strong sales from the Bioseparations segment and another sale of excess normal source plasma inventory of $3.1 million in Plasma-derived therapeutics segment. Cost of sales and other production expenses were $7.6 million. R&D expenses decreased slightly to $21.1 million while Administration, selling and marketing expenses increased to $8.8 million, impacted by severance expenses. Financing cost increased to $6.6 million reflecting the higher debt level and the higher borrowing cost of the Credit Facility. During the quarter, a gain on extinguishment of liabilities of $34.9 million was recorded as a result of the modifications to the Company’s long-term debt, namely the extension of the maturity date. Impairments, mainly pertaining to IVIG assets totalling $150.0 million were recognized following changes to the strategic plans which will delay the commercialisation of IVIG significantly.

 

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Revenues were $8.2 million during the quarter ended March 31, 2019, of which $7.8 million came from product sales, and were lower than those recorded in the previous three quarters as there was no sale of normal source plasma. R&D expenses at $19.2 million were $1.9 million lower and finance costs at $7.4 million increased slightly by $0.8 million compared to the previous quarter. Both of these expenses were affected by the adoption of IFRS 16 which caused the implicit interest component of the leases to be recorded in finance costs. Administration, selling and marketing decreased by $3.0 million from its higher level in December 2018 which included significant termination benefits. Finally, foreign exchange gains recorded during the period contributed to the reduction.

Revenues were $8.8 million during the quarter ended June 30, 2019 and were mainly generated from our Bioseparations segment. R&D expenses at $24.2 million were $5.0 higher and Administration, selling and marketing expenses at $18.6 million were $11.0 higher. Increase is mainly driven by an increase of $4.4 million of the share-based payment expenses recognized in R&D expenses and $8.9 million recognized in Administration, selling and marketing expenses over the previous quarter. Finance cost decreased by $3.8 million as the long-term debt declined significantly on April 23, 2019 as part of the debt restructuring which resulted in a loss on extinguishment of liabilities of $92.3 million. The net loss for the quarter ended June 30, 2019 was $133.7 million which represents an increase of $104.9 million from the previous quarter. The increase was driven by the loss on extinguishment of liabilities and the increase in share-based payment expense.

OUTSTANDING SHARE DATA

The Company is authorized to issue an unlimited number of common shares. At August 9, 2019, 23,313,164 common shares, 2,054,767 options to purchase common shares, 17,859 restricted share units and 173,012 warrants to purchase common shares were issued and outstanding.

TRANSACTIONS BETWEEN RELATED PARTIES

In February 2019, the Company ceased to have significant influence over its investment in ProThera Biologics, Inc. (“ProThera”) and as such, transactions between the two parties are no longer considered related party transactions since ProThera is no longer an associate.

SALP is a related party to the Company since November 14, 2018 and, as such, all the transactions that the Company concluded with them since that date are considered a related party transaction.

CHANGES IN ACCOUNTING POLICIES

The accounting policies used in the consolidated financial statements are consistent with those applied by the Company in its December 31, 2018 audited annual consolidated financial statements except for the element described below.

IFRS 16, Leases

IFRS 16 replaces IAS 17, Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, unless the lease term is less than 12 months, or the underlying asset has a low value. IFRS 16 substantially carries forward the lessor accounting in IAS 17 with the distinction between operating leases and finance leases being retained.

Effective January 1, 2019, the Company adopted IFRS 16 using the modified retrospective approach and accordingly the information presented for 2018 has not been restated. The cumulative effect of initially applying the standard is recognized at the date of initial application. The current and long-term portions of operating and finance lease inducements and obligations presented in the statement of financial position at December 31, 2018, reflect the accounting treatment under IAS 17 and related interpretations.

 

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The Company elected to use the transitional practical expedient allowing the standard to be applied only to contracts that were previously identified as leases under IAS 17 and IFRIC 4, Determining whether an arrangement contains a lease at the date of initial application. The Company applied the definition of a lease under IFRS 16 to contracts entered into or changed on or after January 1, 2019.

The Company also elected to record right-of-use assets for leases previously classified as operating leases under IAS 17 based on the corresponding lease liability, adjusted for prepaids or liabilities existing at the date of the transition that relate to the lease. When measuring lease liabilities, the Company discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted average discount rate applied to the total lease liabilities recognized on transition was 18.54%. For leases that were previously classified as finance leases under IAS 17, the carrying amount of the right-of-use asset and the lease liability at the date of adoption was established as the carrying amount of the lease asset classified in capital assets and the finance lease obligation at December 31, 2018. These assets and liabilities are grouped under right-of-use assets and lease liabilities as of January 1, 2019 and IFRS 16 applies to these leases as of that date.

In addition, the Company elected to apply the practical expedient to account for leases for which the lease term ends within 12 months of the date of initial application as short-term leases for which it is not required to recognize a right-of-use asset and a corresponding lease liability. The Company also elected to not apply IFRS 16 when the underlying asset in a lease is of low value.

The Company has elected, for the class of assets related to the lease of building space, not to separate non-lease components from lease components, and instead account for each lease component and any associated non-lease components as a single lease component.

The table below shows which line items of the consolidated statement of financial position were affected by the adoption of IFRS 16 and the impact. There was no net impact on the deficit.

 

     As reported as at
December 31, 2018
     Adjustments
for the transition
to IFRS 16
     Balance as at
January 1, 2019
 

Assets

        

Prepaids

   $ 1,452      $ (84    $ 1,368  

Capital assets

     41,113        (1,043      40,070  

Right-of-use assets

     —          39,149        39,149  

Liabilities

        

Accounts payable and accrued liabilities

   $ 31,855      $ (2,499    $ 29,356  

Current portion of lease liabilities

     —          8,575        8,575  

Long-term portion of lease liabilities

     —          34,126        34,126  

Long-term portion of operating and finance lease inducements and obligations

     1,850        (1,850      —    

Other long-term liabilities

     5,695        (330      5,365  

Prior to adopting IFRS 16, total minimum operating lease commitments as at December 31, 2018 were $75.0 million. The decrease between the total of the minimum lease payments set out in Note 29 of the audited annual consolidated financial statements for the year ended December 31, 2018 and the total lease liabilities recognized on adoption of $42.7 million was principally due to the effect of discounting on the minimum lease payments. The amount also decreased slightly due to the fact that certain costs that are contractually committed under lease contracts, but which do not qualify to be accounted for as a lease liability, such as variable lease payments not tied to an index or rate, were previously included in our lease commitment table whereas they are not included in the calculation of the lease liabilities. These impacts were partially offset by the inclusion of lease payments beyond minimum commitments relating to reasonably certain renewal periods that had not yet been exercised as at December 31, 2018 which effect is to increase the liability. Right-of-use assets at transition have been measured at an amount equal to the corresponding lease liabilities, adjusted for any prepaid or accrued rent relating to that lease.

 

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The consolidated statement of operations was impacted as the recording of depreciation of the right-of-use assets continues to be recorded in the same financial statement line items as it was previously while the implicit financing component of leasing agreements is now recorded under finance costs. The impact is not simply in the form of a reclass but also in terms of measurement, which are very much affected by the discount rates used and whether the Company has included renewal periods when calculating the lease liability.

The consolidated cash flow statement was also impacted since the cash flows attributable to the lease component of the lease agreements are now shown as payments of principal and interest on lease liabilities which are now part of cash flows from financing activities.

Management is not able to quantify these differences since it did not restate the 2018 consolidated financial statements and therefore does not have the comparative data.

With the adoption of IFRS 16, the Company has adopted new accounting policies for the accounting of leases, including policies regarding the right-of-use assets, lease liabilities, short-term leases and low value leases. Details are provided in note 2 of the condensed interim consolidated financial statements for the quarter and the six months ended June 30, 2019.

IFRIC 23, Uncertainty over income tax treatments (“IFRIC 23”)

IFRIC 23 clarifies how the recognition and measurement requirements of IAS 12 – Income Taxes are applied where there is uncertainty over income tax treatments. The Interpretation is effective for annual periods beginning on or after January 1, 2019 and was adopted by the Company on that date. The Company assessed the impact of this Interpretation and concluded that it had no impact on the amounts recorded in its consolidated statements of financial position on the date of adoption.

NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

There are no new standards not yet adopted by the Company that are pertinent to its operations.

SIGNIFICANT JUDGMENTS AND CRITICAL ACCOUNTING ESTIMATES

The preparation of the interim consolidated financial statements requires the use of judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. The uncertainty that is often inherent in estimates and assumptions could result in material adjustments to assets or liabilities affected in future periods. As a result of the application of IFRS 16 and IFRIC 23, the Company has modified its disclosure on significant judgments and estimates. The other significant accounting judgments and critical accounting estimates applied by the Company, disclosed in the consolidated financial statements for the year ended December 31, 2018, remain unchanged.

Leases - The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain that this option will not be exercised.

The Company has the option, under some of its leases to lease the assets for additional terms of up to fifteen years. Judgement is applied in evaluating whether it is reasonably certain to exercise the option to renew. That is, all relevant factors that create an economic incentive for it to exercise the renewal are considered. After the commencement date, the lease term is reassessed if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew.

 

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The renewal period is included as part of the lease term for a manufacturing plant lease which it estimates it is reasonably certain to exercise due to the importance of this asset to its operations, the limited availability on the market of a similar asset with similar rental terms and the related cost of moving the production equipment to another facility.

Uncertainty over income tax treatments

R&D tax credits for the current period and prior periods are measured based on its best estimate and judgment at the amount the Company expects to receive from the tax authorities as at the reporting date, either in the form of income tax refunds or refundable grants. However, there are uncertainties as to the interpretation of the tax legislation and regulations, in particular regarding what constitutes eligible R&D activities and expenditures, as well as the amount and timing of recovery of these tax credits. In order to determine whether the expenses incurred are eligible for R&D tax credits, the Company must use judgment and may resort to complex techniques, which makes the recovery of tax credits uncertain. As a result, there may be a significant difference between the estimated timing and amount recognized in the consolidated financial statements in respect of tax credits receivable and the actual amount of tax credits received as a result of the tax administrations’ review of matters that were subject to interpretation. The amounts recognized in the consolidated financial statements are based on the best estimates of the Company and in its best possible judgment, as noted above.

FINANCIAL INSTRUMENTS

Use of financial instruments

The financial instruments that are used by the Company result from its operating and investing activities, namely in the form of accounts receivables and payables, and from its financing activities resulting usually in the issuance of long-term debt. The Company does not use financial instruments for speculative purposes and has not issued or acquired derivative financial instruments for hedging purposes.

Impact of financial instruments in the consolidated statements of operations

The following line items in the consolidated statement of operations for the quarter and six months ended June 30, 2019 include income, expense, gains and losses relating to financial instruments:

 

   

loss on extinguishments of liabilities

 

   

change in fair value of financial instruments measured at fair value through profit or loss

 

   

finance costs; and

 

   

foreign exchange gains and losses.

Financial risk management

The Company has exposure to credit risk, liquidity risk and market risk. The Company’s Board of Directors has the overall responsibility for the oversight of these risks and reviews the Company’s policies on an ongoing basis to ensure that these risks are appropriately managed. The management of the financial risks are the same as those described in the December 31, 2018 MD&A.

RISK FACTORS

For a detailed discussion of risk factors which could impact the Company’s results of operations and financial position, other than those risks pertaining to the financial instruments, please refer to the Company’s Annual Information Form filed on www.sedar.com

 

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DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

No changes were made to the Company’s internal controls over financial reporting during the six months ended June 30, 2019 that have materially affected or are reasonably likely to materially affect the internal controls over financial reporting.

 

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Exhibit 99.33

 

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Alberta Securities Commission    March 14, 2018
British Columbia Securities Commission   
Saskatchewan Financial Services Commission   
The Manitoba Securities Commission   
Nova Scotia Securities Commission   
Ontario Securities Commission   
New Brunswick Financial and Consumer Services Commission   
Autorité des marchés financiers, Québec   
Prince Edward Island Office of the Superintendent of Securities Office   
Officer of the Superintendent of Securities,   
Services Newfoundland & Labrador   

Prometic Life Sciences Inc.

Dear Sirs / Mesdames:

We refer to the short form base shelf prospectus [the “Prospectus”] of Prometic Life Sciences Inc. [the “Corporation”] dated March 14, 2018 which relates to the offering for sale from time to time, during the 25-month period that the Prospectus, including any amendments to it, remains effective, of (i) common shares (ii) preferred shares of the Corporation (iii) warrants to purchase Common Shares [“Warrants”], (iv) subscription receipts that entitle the holder to receive upon satisfaction of certain release conditions, and for no additional consideration, Common Shares or Warrants [“Subscription Receipts”], (v) debt securities [“Debt Securities”]; (vi) securities comprised of more than one of Common Shares, Preferred Shares, Warrants, Subscription Receipts and/or Debt Securities, offered together as a unit [“Units”] [collectively, the “Securities” and individually, a “Security”] or any combination of such Securities in one or more series or issuances, with a total offering price of such Securities, in the aggregate, of up to $250,000,000.

We consent to being named and to the use, through incorporation by reference in the above-mentioned Prospectus, of our report dated March 23, 2017 to the shareholders of the Corporation on the following financial statements:

 

   

Consolidated statements of financial position as at December 31, 2016 and 2015;

 

   

Consolidated statements of operations, comprehensive loss, changes in equity and cash flows for the years ended December 31, 2016 and 2015, and a summary of significant accounting policies and other explanatory information.

We report that we have read the Prospectus and all information specifically incorporated by reference therein and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the consolidated financial statements upon which we have reported or that are within our knowledge as a result of our audit of such consolidated financial statements. We have complied with Canadian generally accepted standards for an auditor’s consent to the use of a report of the auditor included in an offering document, which does not constitute an audit or review of the Prospectus as these terms are described in the CPA Canada Handbook – Assurance.

Yours very truly,

 

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1 

CPA auditor, CA, public accountancy permit no. A123806

Société membre d’Ernst & Young Global Limited / A member firm of Ernst & Young Global Limited

 

Exhibit 99.34

 

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Alberta Securities Commission    November 27, 2018
British Columbia Securities Commission   
Saskatchewan Financial Services Commission   
The Manitoba Securities Commission   
Nova Scotia Securities Commission   
Ontario Securities Commission   
New Brunswick Financial and Consumer Services Commission   
Autorité des marchés financiers, Québec   
Prince Edward Island Office of the Superintendent of Securities Office   
Officer of the Superintendent of Securities, Services Newfoundland & Labrador   

Prometic Life Sciences Inc.

Dear Sirs / Mesdames:

We refer to the Prospectus supplement No. 1 to the Short Form Base Shelf Prospectus dated March 14, 2018 [the “Prospectus Supplement”] of Prometic Life Sciences Inc. [the “Corporation”] dated November 27, 2018 for the offering for sale of up to $50,000,000 of common shares of the Corporation.

We consent to being named and to the use, through incorporation by reference in the above-mentioned Prospectus Supplement, of our report dated March 27, 2018 to the shareholders of the Corporation on the following financial statements:

 

   

Consolidated statements of financial position as at December 31, 2017 and 2016;

 

   

Consolidated statements of operations, comprehensive loss, changes in equity and cash flows for the years ended December 31, 2017 and 2016, and a summary of significant accounting policies and other explanatory information.

We report that we have read the Prospectus Supplement and all information specifically incorporated by reference therein and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from the consolidated financial statements upon which we have reported or that are within our knowledge as a result of our audit of such consolidated financial statements. We have complied with Canadian generally accepted standards for an auditor’s consent to the use of a report of the auditor included in an offering document, which does not constitute an audit or review of the Prospectus as these terms are described in the CPA Canada Handbook – Assurance.

Yours very truly,

 

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1 

CPA auditor, CA, public accountancy permit no. A123806

Société membre d’Ernst & Young Global Limited / A member firm of Ernst & Young Global Limited

 

Exhibit 99.35

 

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May 10, 2019

 

To:

Autorité des marchés financiers (Québec)

Alberta Securities Commission

British Columbia Securities Commission

The Manitoba Securities Commission

Financial and Consumer Services Commission (New Brunswick)

Office of the Superintendent of Securities, Service Newfoundland & Labrador

Nova Scotia Securities Commission

Ontario Securities Commission

Office of the Superintendent of Securities, Government of Prince Edward Island

Financial and Consumer Affairs Authority of Saskatchewan

Dear Sirs/Mesdames:

We have read the statements made by Prometic Life Sciences Inc. in the attached copy of the Notice of change of auditor dated May 7, 2019, which we understand will be filed pursuant to Section 4.11 of National Instrument 51-102.

We agree with the statements in the change of auditor notice dated May 7, 2019, except that we have no basis to agree or disagree with the following statement: “In the opinion of the Board of Directors of the Corporation, no “reportable event” as defined in NI 51-102 has occurred since the date of the Former Auditor’s appointment”.

Yours very truly,

 

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Partnership of Chartered Professional Accountants

 

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PricewaterhouseCoopers LLP

1250 René-Lévesque Boulevard West, Suite 2500, Montréal, Quebec, Canada H3B 4Y1

T: +1 514 205 5000, F: +1 514 876 1502, www.pwc.com/ca

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

Exhibit 99.36

 

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May 13, 2019

Autorité des marchés financiers

Alberta Securities Commission

British Columbia Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

Financial and Consumer Services Commission (New Brunswick)

The Manitoba Securities Commission

Nova Scotia Securities Commission

Office of the Superintendent of Securities (Prince Edward Island)

Office of the Superintendent of Securities, Service Newfoundland and Labrador

Ontario Securities Commission

 

Re:

Prometic Life Sciences Inc.

Notice of Change of Auditor dated May 7, 2019

Dear Sirs/Mesdames:

Pursuant to National Instrument 51-102 (Part 4.11), we have read the above-noted Change of Auditor Notice and confirm our agreement with the information contained in the Notice pertaining to our firm.

Yours sincerely,

 

LOGO

 

c.c.

The Board of Directors, Prometic Life Sciences Inc.

Bruce Pritchard, interim Chief Financial Officer

Société membre d’Ernst & Young Global Limited / A member firm of Ernst & Young Global Limited

 

Exhibit 99.37

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8th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

www.computershare.com

  

  Security Class

Holder Account Number

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   Form of Proxy - Annual General and Special Meeting to be held on May 9, 2018

   This Form of Proxy is solicited by and on behalf of Management.

    Notes to proxy

 

  1.

Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

 

  2.

If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

 

  3.

This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

 

  4.

If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

 

  5.

The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

 

  6.

The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

 

  7.

This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

 

  8.

This proxy should be read in conjunction with the accompanying documentation provided by Management.                                              Fold

Proxies submitted must be received by 5:00 pm, Eastern Time, on May 7, 2018.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

 

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• Call the number listed BELOW from a touch tone telephone.

 

1-866-732-VOTE (8683) Toll Free

  

• Go to the following web site: www.investorvote.com

 

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Scan the QR code to vote now.

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• You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com and clicking at the bottom of the page.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01EEDA


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         LOGO   
Appointment of Proxyholder            
I/We, being holder(s) of Prometic Life Sciences Inc. hereby appoint:       Print the name of the person you are                                            
Pierre Laurin or failing him, Louise Ménard       appointing if this person is someone        
   OR        other than the Management Nominees             
      listed herein.      

As my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of Prometic Life Sciences Inc. to be held at the Fairmont The Queen Elizabeth, Room Agora, 900 Rene Levesque Blvd. W., Montreal, Quebec, Canada on the 9th day of May, 2018 at 10:30 a.m., and at any adjournment or postponement thereof.

 

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1. Election of Directors
   For    Withhold       For    Withhold       For    Withhold   
01. Simon Geoffrey Best          02. Stefan Clulow          03. Kenneth Galbraith         
04. David John Jeans          05. Charles N. Kenworthy          06. Pierre Laurin          - - -
                           Fold
07. Louise Ménard          08. Paul Mesburis          09. Kory Sorenson         
10. Bruce Wendel                           

 

      For    Withhold   
2. Appointment of Auditors         
To appoint Ernst & Young LLP as Auditors of the Corporation for the ensuing year and to authorize the Directors to fix their remuneration;         
        
      For    Against   

3. Resolution

           
To consider and, if deemed advisable, pass an ordinary resolution of the shareholders, the full text of which is reproduced in Schedule “B” to the management information circular, to increase the maximum number of Common Shares reserved for issuance under the amended and restated stock option plan;         

4. Resolution

           
To consider and, if deemed advisable, pass an ordinary resolution of the shareholders, the full text of which is reproduced in Schedule “D” to the management information circular, to increase the maximum number of Common Shares reserved for issuance under the amended and restated restricted share unit plan;         

5. Resolution

           
to consider and, if deemed advisable, pass a special resolution (the “Consolidation Resolution”), the full text of which is reproduced in Schedule “F” to the management information circular, authorizing the Board to amend the articles of the Corporation to effect a consolidation of all of the issued and outstanding Common Shares, such that the trading price of the post-consolidation Common Shares is at a minimum of US$10 per post-consolidation Common Share calculated based on the 5-day volume weighted average trading price of the Common Shares (or such consolidation ratio that will permit the Corporation to meet its objectives with respect to a potential secondary listing on the Nasdaq Stock Exchange) (the “Share Consolidation”), effective as at the discretion of the Board;         
            - - -

6. Resolution

            Fold
to consider and, if deemed advisable, pass an ordinary resolution of the shareholders, the full text of which is reproduced in Schedule “G” to the management information circular, to reconfirm and approve the Fourth Amended and Restated Shareholder Rights Plan Agreement to be effective until the termination of the annual meeting of the shareholders of the Corporation in the year 2021, as detailed in the management information circular; and         

7. Resolution

           
to consider and, if deemed advisable, pass an ordinary resolution of the shareholders, the full text of which is reproduced in Schedule “I” to the management information circular, to reconfirm and approve the Fourth Amended and Restated Spin-Off Shareholder Rights Plan Agreement to be effective until the termination of the annual meeting of the shareholders of the Corporation in the year 2021, as detailed in the management information circular.         

 

 

 

   Signature(s)    Date

Authorized Signature(s) – This section must be completed for your instructions to be executed.

     
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.                                             MM / DD / YY  

 

 

 

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.         Annual Financial Statements – Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.         

 

Information Circular – Mark this box if you would like to receive the Information Circular by mail for the next securityholders’ meeting.

                   

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

 

LOGO

Exhibit 99.38

 

   LOGO                    
LOGO   

8th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

www.computershare.com

  

  Security Class

Holder Account Number

- - -

Fold

 

 

 

    Form of Proxy - Annual General and Special Meeting to be held on June 19, 2019

    

   This Form of Proxy is solicited by and on behalf of Management.

    Notes to proxy

 

  1.

Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

 

  2.

If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

 

  3.

This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

 

  4.

If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

 

  5.

The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

 

  6.

The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

 

  7.

This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

 

  8.

This proxy should be read in conjunction with the accompanying documentation provided by Management.

- - -

Fold

Proxies submitted must be received by 5:00 pm, Eastern Time, on June 17, 2019.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

 

LOGO    LOGO            LOGO

• Call the number listed BELOW from a touch tone telephone.

 

1-866-732-VOTE (8683) Toll Free

  

• Go to the following web site: www.investorvote.com

 

• Smartphone?

Scan the QR code to vote now.

  LOGO           

• You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com and clicking at the bottom of the page.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01IEYA


LOGO

         LOGO   
Appointment of Proxyholder            

I/We, being holder(s) of Prometic Life Sciences Inc. hereby appoint:

Kenneth Galbraith, or failing him, Simon Geoffrey Best

      Print the name of the person you are                                            
      appointing if this person is someone        
   OR        other than the Management Nominees             
      listed herein.      

As my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of Prometic Life Sciences Inc. to be held at the Centre Mont-Royal, Room Cartier I & II, 2200, rue Mansfield, Montreal, Quebec, Canada on the 19 day of June, 2019 at 10:30 a.m., and at any adjournment or postponement thereof.

 

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
    

1. Election of Directors

 

   For    Withhold       For    Withhold       For    Withhold  
01. Simon Geoffrey Best          02. Stefan Clulow          03. Kenneth Galbraith        
04. Gary J. Bridger          05. Neil A. Klompas          06. Zachary Newton        
                          Fold
07. Timothy Steven Wach                          

 

        For        Withhold    
2. Appointment of Auditors        
To appoint the auditors for the ensuing year and to authorize the directors to fix their remuneration (for details, see subsection “Appointment of Auditors” under the “Business of the Meeting” section of the Management Information Circular)                
        For        Against    

3. Resolution

          
to consider and, if deemed advisable, pass an ordinary resolution of the shareholders, the full text of which is reproduced in Schedule “D” to the Management Information Circular, to approve the Omnibus Incentive Plan of the Corporation (the “Omnibus Incentive Plan”) (for details, see subsection “Omnibus Incentive Plan” under the “Business of the Meeting” section of the Management Information Circular);                
        For        Against    

4. Resolution

          
to consider and, if deemed advisable, pass a special resolution (the “Consolidation Resolution”), the full text of which is reproduced in Schedule “E” to the Management Information Circular, authorizing the board of directors of the Corporation (the “ Board ”) to amend the articles of the Corporation to effect a consolidation of all of the issued and outstanding common shares of the Corporation (the “Common Shares”), on the basis of a consolidation ratio to be selected by the Board within a range between seven hundred fifty (750) pre-consolidation Common Shares for one (1) post-consolidation Common Share and one thousand two hundred fifty (1250) pre-consolidation Common Shares for one (1) post-consolidation Common Share (the “Share Consolidation”), effective as at the discretion of the Board (for details, see subsection “Share Consolidation” under the “Business of the Meeting” section of the Management Information Circular);                
           Fold

 

 

 

   Signature(s)    Date

Authorized Signature(s) – This section must be completed for your instructions to be executed.

     
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.                                             MM / DD / YY  

 

 

 

Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail.         Annual Financial Statements – Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail.         

 

Information Circular – Mark this box if you would like to receive the Information Circular by mail for the next securityholders’ meeting.

                   

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

 

LOGO

Exhibit 99.39

 

LOGO

Notice of Annual and Special Meeting of Shareholders

and Management Information Circular

March 22, 2018


TABLE OF CONTENTS

 

NOTICE OF 2018 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF MEETING MATERIALS

     5  

1.

  NOTICE OF MEETING      5  

VOTING AND PROXIES

     8  

1.

  NOTICE-AND-ACCESS      8  

1.1

  HOW TO ACCESS THE MEETING MATERIALS      8  

1.2

  APPOINTMENT AND REVOCATION OF PROXIES      8  

1.3

  INSTRUCTIONS FOR NON-REGISTERED SHAREHOLDERS      9  

1.4

  EXERCISE OF DISCRETION BY PROXY HOLDERS      9  

1.5

  VOTING RIGHTS, VOTING SHARES AND PRINCIPAL HOLDERS THEREOF      10  

1.5.1

  VOTING RIGHTS AND VOTING SHARES      10  

1.5.2

  PRINCIPAL HOLDERS OF SECURITIES      10  

BUSINESS OF THE MEETING

     11  

1.

  FINANCIAL STATEMENTS AND AUDITORS REPORT      11  

2.

  ELECTION OF DIRECTORS      11  

2.1

  MAJORITY VOTING POLICY      11  

3.

  APPOINTMENT OF AUDITORS      12  

4.

  AMENDMENT TO THE STOCK OPTION PLAN      12  

5.

  AMENDMENT TO THE RESTRICTED SHARE UNIT PLAN      12  

5.1

  SHARE CONSOLIDATION      13  

6.

  RECONFIRMATION AND APPROVAL OF THE AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN      14  

7.

  RECONFIRMATION AND APPROVAL OF THE AMENDED AND RESTATED SPIN-OFF SHAREHOLDER RIGHTS PLAN      16  

8.

  OTHER MATTERS      19  

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

     20  

1.

  DIRECTORS’ BIOGRAPHIES      20  

2.

  ADDITIONAL DISCLOSURE RELATING TO DIRECTORS      30  

3.

  DIRECTOR COMPENSATION      30  

3.1

  COMPENSATION POLICY      30  

3.2

  DIRECTORS PEER GROUP      31  

3.3

  DIRECTOR COMPENSATION PROGRAM      31  

3.4

  BOARD ANNUAL RETAINER      31  

3.5

  SUMMARY COMPENSATION TABLE      32  

3.6

  DIRECTOR SHAREHOLDING POLICY      33  

3.7

  EQUITY OWNERSHIP      34  

3.7.1

  OUTSTANDING OPTION-BASED AWARDS      34  

3.7.2

  VALUE OF OPTION-BASED AWARDS VESTED OR EARNED DURING THE 2017 FINANCIAL YEAR      35  

EXECUTIVE COMPENSATION

     36  

1.

  2017 PERFORMANCE HIGHLIGHTS      36  

2.

  OVERSIGHT AND PHILOSOPHY      36  

3.

  OUR KEY COMPENSATION DECISIONS FOR 2017      37  

4.

  ENGAGEMENT WITH SHAREHOLDERS      37  

5.

  OUR GOVERNANCE PRACTICES      37  

6.

  2017 NEOS COMPENSATION AT-A-GLANCE      38  

 

   Prometic Life Sciences Inc.
Page | 2    2017 Management Information Circular


COMPENSATION DISCUSSION AND ANALYSIS

     39  

1.

  COMPENSATION OBJECTIVES      39  

2.

  SETTING EXECUTIVE COMPENSATION      39  

3.

  NEOS PEER GROUP      41  

4.

  SUMMARY OF COMPENSATION POLICY AND COMPONENTS      41  

5.

  SHARE OWNERSHIP REQUIREMENTS FOR THE NEOS      50  

6.

  CLAWBACK POLICY      50  

7.

  RISK OVERSIGHT      50  

8.

  SHAREHOLDER RETURN PERFORMANCE GRAPH      51  

9.

  SUMMARY COMPENSATION TABLE      52  

10.

  OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS      54  

11.

  EQUITY-BASED AWARD – VALUE VESTED OR EARNED DURING THE YEAR      55  

12.

  SEVERANCE AND OTHER TERMINATION BENEFITS      55  

13.

  SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS      56  

14.

  STOCK OPTIONS      56  

15.

  RESTRICTED SHARE UNITS      57  

16.

  INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS      57  

16.1.

  AGGREGATE INDEBTEDNESS      57  

16.2

  INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS      57  

17.

  DIRECTORS AND OFFICERS LIABILITY INSURANCE      58  

18.

  INTEREST OF INFORMED PERSONS AND OTHERS IN MATERIAL TRANSACTIONS      58  

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

     59  

1.

  BOARD OF DIRECTORS      59  

1.1

  BOARD MANDATE      59  

1.2

  INDEPENDENCE      59  

1.3

  INDEPENDENCE OF THE CHAIRMAN OF THE BOARD      60  

1.4

  DIRECTORS SERVING TOGETHER      60  

1.5

  MEETINGS      60  

1.5.1

  SESSIONS WITHOUT MANAGEMENT      60  

1.5.2

  SESSIONS WITHOUT NON-INDEPENDENT DIRECTORS      60  

1.5.3

  DIRECTOR TENURE      61  

1.5.4

  NOMINATION OF DIRECTORS      61  

1.5.5

  POSITION DESCRIPTIONS      62  

1.5.6

  ORIENTATION AND CONTINUING EDUCATION      62  

2.

  STANDING COMMITTEES      63  

2.1

  THE AUDIT, RISK AND FINANCE COMMITTEE      63  

2.2

  THE HR AND COMPENSATION COMMITTEE      64  

2.3

  THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE      66  

2.3.1

  BOARD ASSESSMENTS      66  

2.4

  STANDING COMMITTEES’ CHARTERS      66  

3

  OTHER COMMITTEES      67  

3.1

  PLASMA STRATEGY DEVELOPMENT AND ASSET MONETIZATION COMMITTEE      67  

3.2

  DEFENSE STRATEGY COMMITTEE      67  

4

  DIRECTOR SELECTION PROCESS      67  

4.1

  SKILLS MATRIX      67  

5

  DIVERSITY AND GENDER BALANCE      68  

5.1

  BOARD      68  

5.2

  SENIOR MANAGEMENT      69  

5.3

  EQUAL OPPORTUNITIES POLICY      69  

6

  SUCCESSION PLANNING      69  

7

  CODE OF ETHICS AND BUSINESS CONDUCT      70  

8

  SHAREHOLDER PROPOSALS      70  

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 3


9

 

ADDITIONAL INFORMATION

     70  

10

 

DIRECTORS’ APPROVAL

     71  

SCHEDULE “A” BOARD OF DIRECTORS MANDATE

     72  

SCHEDULE “B” STOCK OPTION PLAN INCREASE OF MAXIMUM NUMBER OF COMMON SHARES RESERVED FOR ISSUANCE

     76  

SCHEDULE “C” SUMMARY OF THE OPTION PLAN

     77  

SCHEDULE “D” RESTRICTED SHARE UNIT PLAN INCREASE OF MAXIMUM NUMBER OF COMMON SHARES RESERVED FOR ISSUANCE

     81  

SCHEDULE “E” SUMMARY OF RSU PLAN

     82  

SCHEDULE “F” SHARE CONSOLIDATION

     86  

SCHEDULE “G” RENEWAL OF THE SHAREHOLDER RIGHTS PLAN

     87  

SCHEDULE “H” SUMMARY OF 2018 SHAREHOLDER RIGHTS PLAN

     88  

SCHEDULE “I” RENEWAL OF THE SPIN-OFF SHAREHOLDER RIGHTS PLAN

     93  

SCHEDULE “J” SUMMARY OF 2018 SPIN-OFF SHAREHOLDER RIGHTS PLAN

     94  

 

   Prometic Life Sciences Inc.
Page | 4    2017 Management Information Circular


NOTICE OF 2018 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF MEETING MATERIALS

 

 

1.

Notice of meeting

NOTICE IS HEREBY GIVEN THAT the Annual and Special Meeting of Shareholders (the “Meeting”) of Prometic Life Sciences Inc. (the Corporation” or “Prometic”) will be held on Wednesday, May 9, 2018 at 10:30 a.m. (Montreal time) at the Fairmont The Queen Elizabeth, Room Agora, 900 Rene Levesque Blvd. W., Montreal, Québec, Canada for the following purposes:

 

1

to receive the consolidated financial statements of the Corporation for the financial year ended December 31, 2017 and the auditors’ report thereon;

 

2

to elect the directors for the ensuing year;

 

3

to appoint the auditors for the ensuing year and to authorize the directors to fix their remuneration;

 

4

to consider and, if deemed advisable, pass an ordinary resolution of the shareholders, the full text of which is reproduced in Schedule “B” to the management information circular, to increase the maximum number of Common Shares reserved for issuance under the amended and restated stock option plan;

 

5

to consider and, if deemed advisable, pass an ordinary resolution of the shareholders, the full text of which is reproduced in Schedule “D” to the management information circular, to increase the maximum number of Common Shares reserved for issuance under the amended and restated restricted share unit plan;

 

6

to consider and, if deemed advisable, pass a special resolution (the “Consolidation Resolution”), the full text of which is reproduced in Schedule “F” to the management information circular, authorizing the Board to amend the articles of the Corporation to effect a consolidation of all of the issued and outstanding Common Shares, such that the trading price of the post-consolidation Common Shares is at a minimum of US$10 per post-consolidation Common Share calculated based on the 5-day volume weighted average trading price of the Common Shares (or such consolidation ratio that will permit the Corporation to meet its objectives with respect to a potential secondary listing on the Nasdaq Stock Exchange) (the “Share Consolidation”), effective as at the discretion of the Board;

 

7

to consider and, if deemed advisable, pass an ordinary resolution of the shareholders, the full text of which is reproduced in Schedule “G” to the management information circular, to reconfirm and approve the Fourth Amended and Restated Shareholder Rights Plan Agreement to be effective until the termination of the annual meeting of the shareholders of the Corporation in the year 2021, as detailed in the management information circular attached hereto;

 

8

to consider and, if deemed advisable, pass an ordinary resolution of the shareholders, the full text of which is reproduced in Schedule “I” to the management information circular, to reconfirm and approve the Fourth Amended and Restated Spin-Off Shareholder Rights Plan Agreement to be effective until the termination of the annual meeting of the shareholders of the Corporation in the year 2021, as detailed in the management information circular attached hereto; and

 

9

to transact such other business as may properly be brought before the Meeting or any reconvened meeting following its adjournment or postponement.

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 5


Shareholders are reminded to review the Management Information Circular carefully before voting because it has been prepared to help you make an informed decision.

1.1 Notice-and-access

This year, as permitted by Canadian securities regulators, you are receiving this notification as the Corporation has decided to use the “notice-and-access” mechanism for delivery of its Meeting materials to its shareholders. Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials online, via SEDAR and one other website, rather than mailing paper copies of such materials to shareholders. Under notice-and-access, shareholders still receive a proxy form or voting instruction form enabling them to vote at the Corporation’s Meeting. However, instead of a paper copy of the Meeting materials, shareholders receive a notice which contains information on how they may access the Meeting materials online and how to request a paper copy. The use of notice-and-access will directly benefit the Corporation by substantially reducing its printing and mailing costs and is more environmentally friendly as it reduces paper use.

1.2 How to access the meeting materials

 

LOGO

1.3 How to request a paper copy of the meeting materials

1.3.1 Before the Meeting

If your name appears on a share certificate, you are considered as a “registered shareholder”. You may request paper copies of the Meeting materials at no cost to you by calling Computershare toll-free, within North America - 1-866-962-0498 or direct, from outside of North America – 514-982-8716 and entering your control number as indicated on your form of proxy.

If your Common Shares are listed in an account statement provided to you by an intermediary, you are considered as a “non-registered shareholder”. You may request paper copies of the Meeting materials from Broadridge at no cost to you up to one year from the date the Management Information Circular was filed on SEDAR through the Internet by going to www.proxyvote.com or by telephone at 1-877-907-7643 and entering the 16-digit control number located on the voting instruction form or notification letter and following the instructions provided.

Please note that you will not receive another form of proxy or voting instruction form; please retain your current one to vote your shares.

In any case, requests should be received at least five (5) business days prior to the proxy deposit date and time which is set for May 7, 2018 at 5:00 p.m. (Eastern Time) in order to receive the Meeting materials in advance of such date and the Meeting date. To ensure receipt of the paper copy in advance of the voting deadline and Meeting date, we estimate that your request must be received no later than 5:00 p.m. (Eastern Time) on April 25th, 2018.

1.3.2 After the Meeting

By telephone at 1-888-959-4007 or online at www.prometic.com/contact us. A copy of the Meeting materials will be sent to you within ten (10) calendar days of receiving your request.

 

   Prometic Life Sciences Inc.
Page | 6    2017 Management Information Circular


1.4 Voting

1.4.1 Registered shareholder

If you are a registered shareholder, you may vote your Common Shares on the Internet, by phone or by mail. Please refer to the instructions on your separate form of proxy on how to vote using these methods. You may also vote in person by presenting yourself at the Annual and Special Meeting of Shareholders to a representative of Computershare. If you wish to vote in person at the Meeting, do not complete or return the form of proxy.

1.4.2 Non-registered shareholder

Non-registered shareholder should refer to the instructions on the separate voting instruction form sent by the shareholder’s nominee. To vote in person at the Meeting, the non-registered shareholder must insert its own name in the space provided on the request for voting instructions provided by the nominee to appoint himself/herself as proxy holder and follow the instructions of the nominee.

The deadline for receiving duly completed forms of proxy or voting instruction forms or a vote using the telephone or over the Internet is 5:00 p.m. (Eastern Time) on May 7, 2018.

1.5 Questions

1.5.1 Registered shareholder

Any questions regarding this notice, the notice-and-access mechanism or the Meeting, please call Computershare at 1-800-564-6253 (toll free in Canada and the United States) between 8:30 a.m. and 8:00 p.m. Eastern Time or 514-982-7555 (international direct dial) or by email at service@computershare.com.

1.5.2 Non-registered shareholder

Any questions regarding this notice, the notice-and-access mechanism or the Meeting, please call Broadridge Investor Communication Solutions at 1-855-887-2244.

By order of the Board of Directors,

(s) Patrick Sartore

Patrick Sartore

Chief Legal Officer and Corporate Secretary

Laval, Québec, this 22nd day of March, 2018

IMPORTANT

If you cannot attend the Meeting personally, please sign, date and return the enclosed Form of Proxy in the envelope provided for that purpose to the transfer agent of the Corporation, Computershare Trust Company of Canada, 100 University Avenue, 9th floor, Toronto, Ontario M5J 2Y1, no later than forty-eight hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any reconvened meeting following its adjournment or postponement.

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 7


VOTING AND PROXIES

This Management Information Circular (the “Circular”) is provided in connection with the solicitation of proxies by or on behalf of the management of Prometic Life Sciences Inc. (the “Corporation”, “Prometic” or “We”) to all shareholders of the Corporation, for use at the Annual and Special Meeting of Shareholders of the Corporation (the “Meeting”) to be held on Wednesday, May 9, 2018 at the time and place and for the purposes set forth in the notice of meeting (the “Notice of Meeting”) and at any adjournment or postponement thereof. The information contained herein is given as at March 22, 2018, except as indicated otherwise. The solicitation will be made by mail but proxies may also be solicited personally or by telephone, by directors, officers or employees of the Corporation. The costs of this solicitation of proxies will be borne by the Corporation.

 

 

1. Notice-and-access

This year, as permitted by Canadian securities regulators, the Corporation has decided to use the “notice-and-access” mechanism for delivery of its Meeting materials to its shareholders. Notice and access is a set of rules that allows issuers to post electronic versions of proxy-related materials online, via SEDAR and one other website, rather than mailing paper copies of such materials to shareholders. Under notice-and-access, shareholders still receive a proxy form or voting instruction form enabling them to vote at the Corporation’s Meeting. However, instead of a paper copy of the Meeting materials, shareholders receive a notice which contains information on how they may access the Meeting materials online and how to request a paper copy. The use of notice-and-access will directly benefit the Corporation by substantially reducing its printing and mailing costs and is more environmentally friendly as it reduces paper use.

1.1 How to access the meeting materials

 

LOGO

In this Circular, unless otherwise specified or the context otherwise indicates, all amounts are expressed in Canadian dollars; reference to the singular shall include the plural and vice versa; the masculine shall include the feminine and vice versa.

1.2 Appointment and Revocation of Proxies

The persons proposed as proxies in the accompanying Form of Proxy are directors of the Corporation. A shareholder desiring to appoint some other person (who does not need to be a shareholder of the Corporation) to represent him at the Meeting may do so either by striking out the names designated in the accompanying Form of Proxy and inserting such other person’s name in the space provided or by completing another appropriate Form of Proxy and, in either case, by delivering the completed proxy or proxies to the Corporate Secretary of the Corporation or to its transfer agent, Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment or postponement thereof.

An individual shareholder must sign his/her name on the Form of Proxy exactly as the shares are registered.

 

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For a corporation or other legal entity, the Form of Proxy must be signed by a duly authorized officer or attorney of the shareholder. If shares are registered in the name of an executor, administrator or trustee, the Form of Proxy must be signed exactly as the shares are registered.

If the shares are registered in the name of a deceased or other shareholder, the shareholder’s name must be printed in the space provided, the Form of Proxy must be signed by the legal representative with his/her name printed below his/her signature and evidence of authority to sign on behalf of the shareholder must be attached to the proxy.

In many cases, shares beneficially owned by a holder are registered in the name of a securities dealer or broker or other intermediary, or a clearing agency. Beneficial holders should, in particular, review the heading “Instructions for Non-Registered Shareholders” in this Circular and carefully follow the instructions of their intermediaries.

In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the shareholder or by his attorney duly authorized in writing or, if the shareholder is a corporation, by an officer or representative duly authorized in writing, and deposited with the Corporate Secretary of the Corporation or its transfer agent, Computershare Trust Company of Canada, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or postponement thereof, or with the Chairman of the Meeting prior to the commencement of the Meeting or any adjournment or postponement thereof.

1.3 Instructions for Non-Registered Shareholders

The information set forth in this section is of significant importance to shareholders, as many of them hold their common shares (“Common Shares”) through brokers and their nominees and not in their own name. Shareholders who do not hold their Common Shares in their own name (referred to in this Circular as “Beneficial Shareholders”) should note that only proxies deposited by shareholders whose names appear on the records of the Corporation as the registered holders of the Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered under the name of the shareholder of the Corporation. Such Common Shares will more likely be registered under the name of “CDS and Co.”, as depository. Common Shares held by brokers or their nominees can only be voted (FOR or AGAINST any resolution or withhold from voting) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and nominees are prohibited from voting shares for their clients.

The applicable regulatory policy requires intermediaries and brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. The voting instruction form that is supplied to a Beneficial Shareholder by its broker is similar to the Form of Proxy provided to registered shareholders; however, the purpose of the voting instruction form is limited to instructing the registered shareholder on how to vote on behalf of the Beneficial Shareholder. A Beneficial Shareholder receiving a voting instruction form from an intermediary (the “Voting Instruction Form”) cannot use that proxy form to vote Common Shares directly at the Meeting, rather the proxy must be returned to the intermediary well in advance of the Meeting in order to have the Common Shares voted. A Beneficial Shareholder who wants to attend the Meeting and vote in person should carefully follow the instructions set forth in the Voting Instruction Form.

Unless otherwise indicated in this Circular, the form of proxy and the Notice of Meeting attached hereto, shareholders shall mean registered holders.

1.4 Exercise of Discretion by Proxy Holders

The Common Shares in respect of which the persons are named in the enclosed Form of Proxy will be voted or withheld from voting, on any ballot that may be called for, in accordance with the instructions received and, where a choice is specified, will be voted accordingly. In the absence of such instructions, such Common Shares will be voted IN FAVOUR of the matters set forth in the Notice of Meeting.

 

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2017 Management Information Circular    Page | 9


The enclosed Form of Proxy confers discretionary authority with respect to amendments or variations to matters identified in the Notice of Meeting and other matters, which may properly be brought before the Meeting. At the date of this Circular, management is not aware of any such amendment or other matter to be presented for action at the Meeting. If such amendments, variations or other business are properly presented for action at the Meeting or at any adjournment or postponement thereof, the persons designated in the enclosed Form of Proxy will vote thereon in accordance with their judgment, pursuant to the discretionary authority conferred by the proxy with respect to such amendment or matters.

1.5 Voting Rights, Voting Shares and Principal Holders Thereof

1.5.1 Voting Rights and Voting Shares

As at March 22, 2018, 712,329,990 Common Shares were issued and outstanding, each carrying the right to one vote per Common Share. Except as hereinafter provided, at the Meeting, each holder of Common Shares shall be entitled to one vote for each such share registered in the holder’s name on March 29, 2018 (the “record date”).

Except for the Consolidation Resolution required to approve the Share Consolidation, the affirmative vote of a majority of the votes cast by the shareholders present in person or by proxy at the Meeting is required for the approval of all matters to be presented to shareholders at the Meeting. As for the Consolidation Resolution, the affirmative vote of at least two-thirds of the votes cast by the shareholders present in person of by proxy at the Meeting is required for such resolution to be approved.

The voting rights attached to the issued and outstanding Common Shares represent 100% of the aggregate voting rights attached to the Corporation’s issued and outstanding securities.

1.5.2 Principal Holders of Securities

As at March 22, 2018, to the knowledge of the Corporation’s directors and officers, no person beneficially owns, directly or indirectly, or exercises control or direction over, shares carrying more than ten percent (10%) of the voting rights attached to the voting securities of the Corporation.

 

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Business of the meeting

 

 

1. Financial Statements and Auditor’s Report

The consolidated financial statements of the Corporation for the financial year ended on December 31, 2017 and the auditors’ report thereon will be presented at the Meeting, but no vote thereon is required or expected. These consolidated financial statements are reproduced in the Corporation’s 2017 Annual Report which was sent to all registered shareholders (except to those who informed the Corporation in writing that a copy of the consolidated financial statements was not wanted) and to the Beneficial Shareholders who requested a copy of such document. The Corporation’s 2017 Annual Report is available on SEDAR (www.sedar.com) as well as on the Corporation’s website (www.prometic.com).

 

 

2. Election of Directors

The restated articles of incorporation of the Corporation provide that the board of directors of the Corporation (the “Board of Directors” or the “Board”) shall be made up of a minimum of three and a maximum of fifteen directors.

Ten directors will be proposed for election at the Meeting to hold office until the next annual meeting of shareholders or until their successors are elected or appointed.

All of the nominees listed herein are current directors of the Corporation. See Section “Nominee for Election to the Board of Directors” for additional information on each of the nominee directors.

2.1 Majority Voting Policy

The Corporation has a Majority Voting Policy whereby any nominee for election as a director at the annual meeting of shareholders, for whom the number of votes withheld exceeds the number of votes cast in his or her favor (50 % + 1 vote), will be deemed not to have received the support of shareholders, even if he or she is elected. A director elected in such circumstances must immediately tender his or her resignation as director of the Corporation. Within 90 days of the annual meeting of shareholders, the Board shall determine whether or not to accept the resignation offer received by each director who received a majority of withheld votes, based on the Corporate Governance and Nominating Committee’s recommendation. To make its recommendation, the Corporate Governance and Nominating Committee will consider all relevant factors including, without limitation, compliance with corporate or securities law requirements, applicable regulations, or commercial agreements regarding the composition of the Board, and whether or not such director is a key member of an established and active special committee which has a defined term or mandate and accepting the resignation of such director would jeopardize the achievement of such special committee’s mandate. The Board shall accept the resignation absent exceptional circumstances. A director who tenders a resignation pursuant to the Majority Voting Policy will not participate in any discussions, deliberations or actions of the Board at which his/her resignation is considered. The Board will issue a press release announcing the resignation of the director or explaining the reasons justifying its decision not to accept the resignation. In the event that a director refuses to tender his or her resignation, such director will not be nominated for election the following year.

Unless instructed to withhold the vote in the accompanying Form of Proxy, it is the intention of the persons named therein to vote the Common Shares represented thereby “FOR” the election of each of the nominees listed in the Section “Nominees for Election to the Board of Directors”. Management is not aware that any of such nominees would be unwilling or unable to serve as director if elected. If any nominee becomes unable to serve as a director for any reason prior to the Meeting, and if a shareholder authorizes the persons proposed as proxies in the accompanying Form of Proxy to act as proxy holder at the Meeting, such persons reserve the discretionary right to vote for other management nominees, unless directed to withhold from voting.

By filling in the accompanying Form of Proxy, shareholders may vote for all directors or chose to withhold their vote from some or all of the directors proposed for election.

 

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2017 Management Information Circular    Page | 11


 

3. Appointment of Auditors

The current auditors, Ernst & Young LLP, have served as auditors of the Corporation since May 2010.

The audit fees, audit-related fees, tax fees and all other fees billed by Ernst & Young LLP to the Corporation during the last financial year and during the financial year spanning from January 1, 2016 to December 31, 2016 (the “2016 Financial Year”) are set out under the heading “External Auditor Services Fees” in the Annual Information Form (the “2017 AIF”) of the Corporation for the financial year ended December 31, 2017 (the “2017 Financial Year”). The 2017 AIF is available on SEDAR (www.sedar.com) as well as on the Corporation’s website (www.prometic.com).

Unless instructed to vote against in the accompanying Form of Proxy, it is the intention of the persons named therein to vote the Common Shares represented thereby “FOR” the reappointment of Ernst and Young LLP, as auditors of the Corporation, to hold office until the next annual meeting of shareholders and to vote to authorize the Board of Directors to fix the auditors’ remuneration.

 

 

4. Amendment to the Stock Option Plan

The Stock Option Plan (the “Option Plan”) was established on November 4, 1997 and was amended from time to time thereafter. A summary of the Option Plan is found at Schedule “C”. The Option Plan provides that a maximum of 33,434,585 Common Shares may be issued thereunder. It is the Corporation’s intention to increase the maximum number of Common Shares reserved for issuance under the Option Plan in order to continue providing a long-term incentive to its employees. On March 22, 2018, the Board of Directors approved an amendment (the “Amendment”) to the Option Plan in order to increase the maximum number of Common Shares reserved for issuance thereunder from 33,434,585 to 40,634,585, which represents approximately 5.72% of the total number of Common Shares outstanding as of December 31, 2017.

To be effective, the increase of the maximum number of Common Shares reserved for issuance under the Option Plan must be approved by an ordinary resolution of the shareholders. A copy of the full resolution is attached hereto as Schedule “B”.

Unless instructed to vote against in the accompanying Form of Proxy, it is the intention of the persons named therein to vote the Common Shares represented thereby “FOR” the approval of the increase of the number of Common Shares reserved for issuance under the Stock Option Plan.

 

 

5. Amendment to the Restricted Share Unit Plan

The Restricted Share Unit Plan (the “RSU Plan”) was established on May 6, 2009 and was amended from time to time thereafter. A summary of the RSU Plan is found at Schedule “E”. The RSU Plan provides that a maximum of 27,560,248 Common Shares may be issued thereunder. It is the Corporation’s intention to increase the maximum number of Common Shares reserved for issuance under the RSU Plan in order to continue providing long-term incentives to its participants.

On March 22, 2018, the Board of Directors approved an increase of the maximum number of Common Shares reserved for issuance under the RSU Plan from 27,560,248 to 38,360,248, which represents approximately 5.40% of the total number of Common Shares issued and outstanding as of December 31, 2017.

To be effective, the increase of the maximum number of Common Shares reserved for issuance under the RSU Plan must be approved by an ordinary resolution of the shareholders. A copy of the full resolution is attached hereto as Schedule “D”.

Unless instructed to vote against in the accompanying Form of Proxy, it is the intention of the persons named therein to vote the Common Shares represented thereby FOR the approval of the increase of the number of Common Shares reserved for issuance under the RSU Plan.

 

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5.1 Share Consolidation

As disclosed in the 2017 Management Information Circular, the Corporation is continuing to prepare for a secondary listing of its Common Shares on the NASDAQ Stock Exchange. Consequently, the Corporation has continued to build relationships with financial advisors to provide advice as part of a potential listing on the NASDAQ Stock Exchange. In its preparation, it has received consistent advice from these US based financial advisors and other potential advisors that US institutional investors have practices which preclude them from investing in publicly traded companies which have a share price of less than US$10. Therefore, the proposed Share Consolidation is being contemplated to achieve the aforementioned objective and to comply with the rules of the NASDAQ Stock Exchange, which require a minimum trading price of US$3 or US$4 under specified conditions.

At the Meeting, shareholders will be asked to consider a special resolution (the “Consolidation Resolution”), authorizing the Board to amend the articles of the Corporation to effect a consolidation of all of the issued and outstanding Common Shares, such that the trading price of the post-consolidation Common Shares is at a minimum of US$10 per post-consolidation Common Share calculated based on the 5-day volume weighted average trading price of the Common Shares (or such consolidation ratio that will permit the Corporation to meet its above-mentioned objectives with respect to a potential secondary listing on the NASDAQ Stock Exchange) (the “Share Consolidation”), effective as at the discretion of the Board.

For illustrative purposes, should the 5-day volume weighted average trading price of the Common Shares prior to the consolidation be US$41, in order to attain a share price of US$16 per post-consolidation Common Share, the Share Consolidation would need to be effected at a minimum consolidation ratio of four for one, resulting in the number of Common Shares issued and outstanding to be reduced from 712,329,990 to approximately 178,082,498 Common Shares.

Although shareholder approval for the Share Consolidation is being sought at the Meeting, the Share Consolidation would become effective at a date in the future to be determined by the Corporation if and when it is considered to be in the best interest of the Corporation to implement the Share Consolidation. The Board of Directors may determine not to implement the Share Consolidation at any time after the Meeting without further action on the part of or notice to the shareholders.

There can be no assurance whatsoever that any increase in the market price per Common Share will result from the proposed Share Consolidation and there is no assurance whatsoever that the Common Shares of the Corporation will be listed on the NASDAQ Stock Exchange.

No fractional Common Shares of the Corporation will be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional share upon such Share Consolidation, the number of Common Shares to be received by such shareholder will be rounded down to the nearest whole Common Share.

If the proposed Share Consolidation is approved by the shareholders and all regulatory requirements are complied with, including the approval of the Toronto Stock Exchange (the “TSX”), and implemented by the Board of Directors, following the announcement by the Corporation of the effective date of the Share Consolidation, registered shareholders will be sent a letter of transmittal by the Corporation’s transfer agent, Computershare Trust Company of Canada, containing instructions on how to exchange their share certificates representing pre-consolidation Common Shares for new share certificates representing post-consolidation Common Shares. Non-registered shareholders holding their Common Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Share Consolidation than those that will be put in place by the Corporation for the registered shareholders. If you hold your Common Shares with such a bank, broker or other nominee and if you have any questions in this regard, you are encouraged to contact your nominee.

 

1 

For information purposes, US$4 would represent CDN$5.18 with the exchange rate in effect as of March 21, 2018 (US$1.00 = CDN$1.2958).

 

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2017 Management Information Circular    Page | 13


To be effective, the Canada Business Corporations Act (the “CBCA”) requires that the Consolidation Resolution be approved by a special resolution of the shareholders, being a majority of not less than two-thirds (2/3) of the votes cast by shareholders present in person or by proxy at the Meeting. In addition to the approval of the shareholders, the Share Consolidation requires the approval of the TSX. The Corporation has applied to the TSX for conditional approval of the proposed Share Consolidation, which approval is subject to the Corporation fulfilling standard listing conditions. If the Corporation obtains shareholder approval, the Consolidation Resolution would be valid for one year, starting May 9, 2018.

The full text of the Consolidation Resolution approving the proposed Share Consolidation is attached to this Circular as Schedule “F”.

The Board of Directors believes that the proposed Share Consolidation is in the best interest of the Corporation and its shareholders and unanimously recommends that shareholders vote “FOR” the Consolidation Resolution. Unless instructed to vote against in the accompanying Form of Proxy, it is the intention of the persons named therein to vote the Common Shares represented thereby “FOR” of the Consolidation Resolution.

This description of the reasons and the procedure for a Share Consolidation shall not constitute an offer of securities or a definitive statement regarding the potential offering of securities as part of a secondary listing on the NASDAQ Stock Exchange.

 

 

6. Reconfirmation and Approval of the Amended and Restated Shareholder Rights Plan

The shareholder rights plan (the “Rights Plan”) was originally approved by the shareholders of the Corporation on May 3, 2006 for an initial three year period. The first renewal of the Rights Plan, as amended and restated on March 30, 2009 was approved by the shareholders of the Corporation on May 6, 2009 for an additional three year period. The second renewal of the Rights Plan, as amended and restated on March 14, 2012 was approved by the shareholders of the Corporation on May 9, 2012, for an additional three year period. The third renewal of the Rights Plan, as amended and restated on March 25, 2015 was approved by the shareholders of the Corporation on May 13, 2015, for an additional three year period. On March 22, 2018, the Corporation entered into a fourth amended and restated shareholder rights plan agreement in respect of the Rights Plan with Computershare Trust Company of Canada, as rights agent. The Rights Plan, as so amended and restated (the “2018 Rights Plan”), will be effective and in full force and effect immediately upon its approval by the shareholders of the Corporation at the Meeting and will expire upon the termination of the annual meeting of shareholders of the Corporation in the year 2021. If shareholder approval is not obtained at the Meeting, the 2018 Rights Plan and all outstanding rights will terminate upon the termination of the Meeting.

The full text of the ordinary resolution approving the reconfirmation and approval of the 2018 Rights Plan is attached to this Circular as Schedule “G”. In order to be adopted, the ordinary resolution requires a majority of the votes cast, in person or by proxy, at the Meeting by shareholders of the Corporation. Unless instructed to vote against in the accompanying Form of Proxy, it is the intention of the persons named therein to vote the Common Shares represented thereby IN FAVOUR of the ordinary resolution approving the reconfirmation and approval of the Rights Plan.

Rights plans adopted by Canadian public companies show a continuing evolution. In connection with submitting the 2018 Rights Plan to shareholders for approval, the Board of Directors determined that it would be appropriate to make certain amendments to reflect the changes to the take-over bid regime adopted in May 2016 under Canadian securities legislation (the “Legislative Amendments”), as well as other amendments aimed at maintaining the validity of the 2018 Rights Plan for the next three years. Changes have also been made in order, among other things, to conform to best Canadian corporate practices and address institutional investor guidelines.

On February 25, 2016, the Canadian Securities Administrators (the “CSA”) published amendments to the take-over bid regime that subsequently came into force on May 9, 2016. The amendments, among other things, lengthen the minimum bid period to 105 days (from the previous 35 days), require that all non-exempt take-over bids meet a

 

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minimum tender requirement of more than 50% of the outstanding securities held by Independent Shareholders, and require a ten day extension after the minimum tender requirement is met. Regarding the minimum bid period, a target issuer will have the ability to voluntarily reduce the period to not less than 35 days. Additionally, the minimum bid period may be reduced due to the existence of certain competing take-over bids or alternative change in control transactions.

As the Legislative Amendments do not apply to exempt take-over bids, there continues to be a role for rights plans in protecting issuers and preventing the unequal treatment of shareholders. Some remaining areas of concern include:

 

   

protecting against “creeping bids” (the accumulation of more than 20% of the Common Shares) through purchases exempt from Canadian take-over bid rules, such as (i) purchases from a small group of shareholders under private agreements at a premium to the market price not available to all shareholders, (ii) acquiring control through the slow accumulation of shares not available to all shareholders, (iii) acquiring control through the slow accumulation of shares over a stock exchange without paying a control premium, or (iv) through other transactions outside of Canada that may not be formally subject to Canadian take-over bid rules), and requiring the bid to be made to all shareholders; and

 

   

preventing a potential acquirer from entering into lock-up agreements with existing shareholders prior to launching a take-over bid, except for permitted lock-up agreements as specified in the 2018 Rights Plan.

By applying to all acquisitions of 20% or more of Common Shares, except in limited circumstances including Permitted Bids (as defined in the 2018 Rights Plan), the 2018 Rights Plan is designed to ensure that all shareholders receive equal treatment. In addition, there may be circumstances where bidders request lock-up agreements that are not in the best interest of the Corporation or its shareholders. Shareholders may also feel compelled to tender their shares to a take-over bid, even if they consider such bid to be inadequate, out of a concern that failing to do so may result in a shareholder being left with illiquid or minority discounted shares in the Corporation. This is particularly so in the case of a partial bid for less than all the Common Shares.

As a result of the foregoing, the Board of Directors has determined that it is advisable and in the best interests of the Corporation and its shareholders that the Corporation has in place a shareholder rights plan in the form of the 2018 Rights Plan. In recent years, unsolicited bids have been made for a number of Canadian public companies, many of which had a shareholder rights plan in force at the time of the unsolicited bid. The Board of Directors believes that this demonstrates that the existence of a shareholder rights plan does not in itself prevent the launch of an unsolicited bid. Furthermore, in a number of cases, a change of control ultimately occurred at a price in excess of the original bid price. There can be no assurance, however, that the 2018 Rights Plan would serve to bring about a similar result.

In recommending the ratification of the 2018 Rights Plan, it is not the intention of the Board of Directors to preclude a bid for control of the Corporation. The 2018 Rights Plan encourages fair treatment of all shareholders by providing them with an equal opportunity to participate in a take-over bid. The 2018 Rights Plan provides various mechanisms whereby shareholders may tender their Common Shares to a take-over bid as long as the bid meets the “Permitted Bid” criteria. Furthermore, even in the context of a take-over bid that would not meet the Permitted Bid criteria, the Board of Directors would still have a duty to consider any take-over bid for the Corporation and consider whether or not it should waive the application of the 2018 Rights Plan in respect of such bid. In discharging such duty, the Board of Directors must act honestly and in good faith with a view to the best interests of the Corporation and its shareholders

The 2018 Rights Plan is therefore designed to encourage a potential acquirer who makes a take-over bid to proceed by way of a Permitted Bid, which requires a take-over bid to satisfy certain minimum standards designed to promote fairness. If a take-over bid fails to meet these minimum standards, the 2018 Rights Plan provides that holders of Common Shares, other than the acquirer, will be able to purchase additional Common Shares at a significant discount to market, thus exposing the person acquiring Common Shares to substantial dilution of its holdings, unless the application of the 2018 Rights Plan is waived by the Board of Directors, where applicable.

 

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The 2018 Rights Plan is not being adopted in response to any specific proposal to acquire control of the Corporation, nor is the Board of Directors currently aware of any pending or threatened take-over bid for the Corporation.

The 2018 Rights Plan does not preclude any shareholder from using the proxy mechanism of the Corporation’s governing corporate statute, to promote a change in the Corporation’s Management or in the Board of Directors, and it will have no effect on the rights of holders of the Common Shares to requisition a meeting of shareholders in accordance with the provisions of applicable legislation.

The 2018 Rights Plan is not expected to interfere with the Corporation’s day-to-day operations. The continuation of the existing outstanding rights and the issuance of additional rights in the future will not in any way alter the financial condition of the Corporation, impede its business plans, or alter its financial statements. In addition, the 2018 Rights Plan is initially not dilutive. However, if the rights separate from the Common Shares and a “Flip-in Event” occurs, reported earnings per share and reported cash flow per share on a fully-diluted or non-diluted basis may be affected. In addition, holders of rights not exercising their rights after a Flip-in Event may suffer substantial dilution.

A summary of the 2018 Rights Plan has been attached to this Circular as Schedule “H”, which summary is qualified in its entirety by reference to the terms of the 2018 Rights Plan. The text of the 2018 Rights Plan can be found at www.sedar.com or is available upon request, free of charge, from the Corporate Secretary or from Computershare Trust Company of Canada at the following addresses:

 

           Prometic Life Sciences Inc.    Computershare Trust Company of Canada
  440 Armand-Frappier Blvd., Suite 300    1500 Robert-Bourassa Boulevard, 7th Floor
  Laval, Québec, H7V 4B4    Montreal, Québec H3A 3S8

The only substantive differences between the proposed 2018 Rights Plan and the existing Rights Plan which will expire on the date immediately following the Meeting, are as follows:

 

   

the minimum period that a take-over bid must remain open for the bid to constitute a “Permitted Bid” that does not trigger the separation of the Rights under the Rights Plan was amended from 60 to 105 days (or such shorter period as permitted by legislation) to align with the Legislative Amendments;

 

   

the minimum period that a “Competing Permitted Bid” must remain open was amended to be the applicable period required by the Legislative Amendments;

 

   

the definition of “Beneficial Ownership” was amended to exclude securities that a person may have a right to acquire pursuant to an amalgamation, merger, arrangement agreement, business combination or similar transaction that requires prior shareholder approval;

 

   

the definition of “Exempt Acquisition” was expanded to include acquisitions made as an intermediate step in a series of related transactions, provided that the Common Shares are then distributed out to the acquiror’s security holders within ten days of the acquisition; and

 

   

amendments were made to permit book-entry form registration of Rights.

 

 

7. Reconfirmation and Approval of the Amended and Restated Spin-off Shareholder Rights Plan

The spin-off shareholder rights plan (the “Spin-Off Rights Plan”) was originally approved by the shareholders of the Corporation on May 3, 2006 for an initial three-year period. The first renewal of the Spin-Off Rights Plan, as amended and restated on March 30, 2009, was approved by the shareholders of the Corporation on May 6, 2009 for an additional three-year period. The second renewal of the Spin-Off Rights Plan, as amended and restated on March 14, 2012, was approved by the shareholders of the Corporation on May 9, 2012 for an additional three-year period. The third renewal of the Spin-Off Rights Plan, as amended and restated on March 25, 2015, was approved by the shareholders of the Corporation on May 13, 2015 for an additional three-year period. On March 22, 2018, the Corporation entered into a fourth amended and restated spin-off shareholder rights plan agreement in respect of the Spin-Off Rights Plan with Computershare Trust Company of Canada, as rights agent, and three of the

 

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Corporation’s wholly-owned subsidiaries, Prometic Biosciences Inc. (“PBI”), Prometic Bioproduction Inc. (“PBP”) and Prometic Biotherapeutics Inc. (“PBT”). The Spin-Off Rights Plan, as so amended and restated (the “2018 Spin-Off Rights Plan”), will be effective and in full force and effect immediately upon its approval by the shareholders of the Corporation at the Meeting and will expire upon the termination of the annual meeting of shareholders of the Corporation in the year 2021. If shareholder approval is not obtained at the Meeting, the 2018 Spin-Off Rights Plan and all outstanding rights will terminate upon the termination of the Meeting.

The full text of the ordinary resolution approving the reconfirmation and approval of the 2018 Spin-Off Rights Plan is attached to this Circular as Schedule “I”. In order to be adopted, the ordinary resolution requires a majority of the votes cast, in person or by proxy, at the Meeting by shareholders of the Corporation. Unless instructed to vote against in the accompanying Form of Proxy, it is the intention of the persons named therein to vote the Common Shares represented thereby IN FAVOUR of the ordinary resolution approving the reconfirmation and approval of the Spin-Off Rights Plan.

Rights plans adopted by Canadian public companies show a continuing evolution. In connection with submitting the 2018 Spin-Off Rights Plan to shareholders for approval, the Board of Directors determined that it would be appropriate to make certain amendments to reflect the changes to the take-over bid regime adopted in May 2016 under Canadian securities legislation (the “Legislative Amendments”), as well as other amendments aimed at maintaining the validity of the 2018 Spin-Off Rights Plan for the next three years. Changes have also been made in order, among other things, to conform to best Canadian corporate practices and address institutional investor guidelines.

On February 25, 2016, the Canadian Securities Administrators (the “CSA”) published amendments to the take-over bid regime that subsequently came into force on May 9, 2016. The amendments, among other things, lengthen the minimum bid period to 105 days (from the previous 35 days), require that all non-exempt take-over bids meet a minimum tender requirement of more than 50% of the outstanding securities held by Independent Shareholders, and require a ten day extension after the minimum tender requirement is met. Regarding the minimum bid period, a target issuer will have the ability to voluntarily reduce the period to not less than 35 days. Additionally, the minimum bid period may be reduced due to the existence of certain competing take-over bids or alternative change in control transactions.

As the Legislative Amendments do not apply to exempt take-over bids, there continues to be a role for rights plans in protecting issuers and preventing the unequal treatment of shareholders. Some remaining areas of concern include:

 

   

protecting against “creeping bids” (the accumulation of more than 20% of the Common Shares) through purchases exempt from Canadian take-over bid rules, such as (i) purchases from a small group of shareholders under private agreements at a premium to the market price not available to all shareholders, (ii) acquiring control through the slow accumulation of shares not available to all shareholders, (iii) acquiring control through the slow accumulation of shares over a stock exchange without paying a control premium, or (iv) through other transactions outside of Canada that may not be formally subject to Canadian take-over bid rules), and requiring the bid to be made to all shareholders; and

 

   

preventing a potential acquirer from entering into lock-up agreements with existing shareholders prior to launching a take-over bid, except for permitted lock-up agreements as specified in the 2018 Spin-Off Rights Plan.

By applying to all acquisitions of 20% or more of Common Shares, except in limited circumstances including Permitted Bids (as defined in the 2018 Spin-Off Rights Plan), the 2018 Spin-Off Rights Plan is designed to ensure that all shareholders receive equal treatment. In addition, there may be circumstances where bidders request lock-up agreements that are not in the best interest of the Corporation or its shareholders. Shareholders may also feel compelled to tender their shares to a take-over bid, even if they consider such bid to be inadequate, out of a concern that failing to do so may result in a shareholder being left with illiquid or minority discounted shares in the Corporation. This is particularly so in the case of a partial bid for less than all the Common Shares.

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 17


As a result of the foregoing, the Board of Directors has determined that it is advisable and in the best interests of the Corporation and its shareholders that the Corporation has in place a shareholder rights plan in the form of the 2018 Spin-Off Rights Plan. In recent years, unsolicited bids have been made for a number of Canadian public companies, many of which had a shareholder rights plan in force at the time of the unsolicited bid. The Board of Directors believes that this demonstrates that the existence of a shareholder rights plan does not in itself prevent the launch of an unsolicited bid. Furthermore, in a number of cases, a change of control ultimately occurred at a price in excess of the original bid price. There can be no assurance, however, that the 2018 Spin-Off Rights Plan would serve to bring about a similar result.

In recommending the ratification of the 2018 Spin-Off Rights Plan, it is not the intention of the Board of Directors to preclude a bid for control of the Corporation. The 2018 Spin-Off Rights Plan encourages fair treatment of all shareholders by providing them with an equal opportunity to participate in a take-over bid. The 2018 Spin-Off Rights Plan provides various mechanisms whereby shareholders may tender their Common Shares to a take-over bid as long as the bid meets the “Permitted Bid” criteria. Furthermore, even in the context of a take-over bid that would not meet the Permitted Bid criteria, the Board of Directors would still have a duty to consider any take-over bid for the Corporation and consider whether or not it should waive the application of the 2018 Spin-Off Rights Plan in respect of such bid. In discharging such duty, the Board of Directors must act honestly and in good faith with a view to the best interests of the Corporation and its shareholders.

The 2018 Spin-Off Rights Plan is therefore designed to encourage a potential acquirer who makes a take-over bid to proceed by way of a Permitted Bid, which requires a take-over bid to satisfy certain minimum standards designed to promote fairness. If a take-over bid fails to meet these minimum standards, the 2018 Spin-Off Rights Plan provides that holders of Common Shares, other than the acquirer, will be able to purchase units comprised of shares of PBI, PBP and PBT at an exercise price of $0.00001 per unit, unless the application of the 2018 Spin-Off Rights Plan is waived by the Board of Directors, where applicable.

The 2018 Spin-Off Rights Plan is not being adopted in response to any specific proposal to acquire control of the Corporation, nor is the Board of Directors currently aware of any pending or threatened take-over bid for the Corporation.

The 2018 Spin-Off Rights Plan also does not preclude any shareholder from using the proxy mechanism of the Corporation’s governing statute, to promote a change in the Corporation’s Management or in the Board of Directors, and it will have no effect on the rights of holders of the Common Shares to requisition a meeting of shareholders in accordance with the provisions of applicable legislation.

The 2018 Spin-Off Rights Plan is not expected to interfere with the Corporation’s day-to-day operations. The continuation of the existing outstanding spin-off rights and the issuance of additional spin-off rights in the future will not in any way alter the financial condition of the Corporation, impede its business plans, or alter its financial statements. However, if the rights separate from the Common Shares and a “Flip-in Event” occurs, the financial condition of the Corporation may be affected.

A summary of the 2018 Spin-Off Rights Plan has been attached to this Circular as Schedule “J”, which summary is qualified in its entirety by reference to the terms of the 2018 Spin-Off Rights Plan. The text of the 2018 Spin-Off Rights Plan can be found at www.sedar.com or is available upon request, free of charge, from the Corporate Secretary or from Computershare Trust Company of Canada at the following addresses:

 

           Prometic Life Sciences Inc.    Computershare Trust Company of Canada
  440 Armand-Frappier Blvd., Suite 300    1500 Robert-Bourassa Boulevard, 7th Floor
  Laval, Québec, H7V 4B4    Montreal, Québec H3A 3S8

 

   Prometic Life Sciences Inc.
Page | 18    2017 Management Information Circular


The only substantive differences between the proposed 2018 Spin-Off Rights Plan and the existing Spin-Off Rights Plan which will expire on the date immediately following the Meeting, are as follows:

 

   

the minimum period that a take-over bid must remain open for the bid to constitute a “Permitted Bid” that does not trigger the separation of the Rights under the Spin-Off Rights Plan was amended from 60 to 105 days (or such shorter period as permitted by legislation) to align with the Legislative Amendments;

 

   

the minimum period that a “Competing Permitted Bid” must remain open was amended to be the applicable period required by the Legislative Amendments;

 

   

the definition of “Beneficial Ownership” was amended to exclude securities that a person may have a right to acquire pursuant to an amalgamation, merger, arrangement agreement, business combination or similar transaction that requires prior shareholder approval;

 

   

the definition of “Exempt Acquisition” was expanded to include acquisitions made as an intermediate step in a series of related transactions, provided that the Common Shares are then distributed out to the acquiror’s security holders within ten days of the acquisition; and

 

   

amendments were made to permit book-entry form registration of Rights.

 

 

8. Other Matters

Management is not aware of any matters to be brought before the Meeting other than those set forth in the Notice accompanying this Circular.

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 19


NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

 

 

1. Directors’ Biographies

The following tables set forth the name and place of residence of each individual proposed to be nominated at the Meeting for election as a director of the Corporation, as well as each individual’s position within the Corporation (where applicable), their period of service as director, their age, information relating to committee membership, independence, meeting attendance, principal occupation within the five preceding years and the number of securities of the Corporation beneficially owned or controlled, directly or indirectly, by each such individual. The information related to the number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, not being within the knowledge of the Corporation, has been provided by the respective proposed directors individually, as at March 22, 2018.

 

PIERRE LAURIN

 

     

President and Chief Executive Officer, Prometic

Non-Independent Director

 

Mr. Pierre Laurin is a senior executive with over 30 years of experience in the pharmaceutical and biotechnology industry. Involved in the development of Prometic’s platform technology since 1989, Mr. Laurin founded Prometic Life Sciences Inc. in 1994. He served as Chairman until March 7, 2011 and serves as President and Chief Executive Officer of the Corporation since its inception. Among other achievements, he took the Corporation public on the Toronto Stock Exchange and has since raised over $650 million through equity and debt financing and multinational funding. Mr. Laurin’s corporate development achievements also include the successful close of multiple licensing agreements and partnership agreements with multinationals, including two strategic agreements with the American Red Cross. Mr. Laurin’s prior experience also includes positions with various pharmaceutical companies, including Nordic Laboratories (now Sanofi) where he played a pivotal role in the commercial success of Cardizem® in Canada. Mr. Laurin holds a B.Sc. in Pharmacy and a Master’s degree in Pharmaceutical Sciences from the University of Montreal.

 

Québec, Canada

 

  
Age: 57      

 

Director since 1994

 

2017 AGM Voting Results:

 

     %      #

For:

     98.33      147,810,566

Withheld:

     1.67      2,504,908

 

Value of Total Compensation Received as Director

 

Financial Year

    

Value ($)

2016

      N/A

2017

      N/A

Ownership

 

Common Shares (#)

   Guidelines    Meets Ownership Requirements

12,317,079

   600,000    Yes

Board/Committee Membership

 

Member/Attendee of:

   Position Held      Meeting Attendance  

Board

     Member        10/10        100

Audit, Risk and Finance Committee

     Attendee        5/5        100

HR and Compensation Committee

     Attendee        7/7        100

Corporate Governance and Nominating Committee

     Attendee        5/5        100

Plasma Strategy Development and Asset Monetization Committee

     Member        1/1        100

Defense Strategy Committee

     Attendee        4/4        100

Other Public Directorships in the Past 5 Years

        

None

        

 

   Prometic Life Sciences Inc.
Page | 20    2017 Management Information Circular


SIMON GEOFFREY BEST

Edinburgh, United Kingdom

Age: 61

     

 

Director since 2014

  

 

2017 AGM Voting Results:

 

     %      #  

For:

     99.02        148,849,897  

Withheld:

     0.98        1,465,577  
Value of Total Compensation Received as Director

 

Financial Year

     Value ($)  

2016

        284,462  

2017

        292,924  

Chairman of the Board of Directors

Independent Director

Prof. Best is a seasoned veteran of the global Lifescience Industry with experience, both as a Founder, Chief Executive Officer and Chairman or board member of entrepreneurial companies and as a Chairman or board member of major industry bodies and public sector institutions in the UK, USA, Europe, Asia and Latin America including the UK BioIndustry Association (BIA) and the US Biotechnology Industry Organization (BIO). He is also an experienced Angel, Venture Capital and Private Equity investor. In 1999, the World Economic Forum nominated him a Global Leader of Tomorrow and in 2000, a Technology Pioneer of the Year. In 1999, he was nominated as “Science and Technology Venturer of the Year” by the Financial Times. He was awarded the London Business School Alumni Achievement Prize in 2007. He holds an MBA from London Business School and an Honorary Doctorate and B.Mus from York University. In 2007, he was elected a Fellow of the Royal Society of Edinburgh. In 2008, he was awarded an OBE by Queen Elizabeth II and appointed a Visiting Professor of Medicine by the University of Edinburgh.

From November 2015 to December 2017, Prof. Best served on the board of Evofem Inc., a women’s health company based in San Diego. From March 2010 to August 2015, Prof. Best was the Chairman of Edinburgh BioQuarter with responsibility for company formation and technology transfer for the University of Edinburgh. In September 2015, this entity was replaced by Sunergos Innovations Limited. Sunergos was reabsorbed by the University in February 2017 after which Prof. Best continued to serve as a Senior Advisor. Prof. Best held also the position of Chief Executive Officer at Aquapharm Biodiscovery Ltd. (a company in the sector of drug discovery) from May 2010 to November 2012.

 

Ownership

 

Common Shares (#)

   Guidelines    Meets Ownership Requirements

320,000

   300,000    Yes

Board/Committee Membership

 

Member of:

   Position Held      Meeting Attendance  

Board

     Chairman        10/10        100

Audit, Risk and Finance Committee

     Member        5/5        100

HR and Compensation Committee

     Member        7/7        100

Corporate Governance and Nominating Committee

     Member        5/5        100

Plasma Strategy Development and Asset Monetization Committee

     Chairman        4/4        100

Defense Strategy Committee

     Chairman        1/1        100

Other Public Directorships in the Past 5 Years

        

None

        

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 21


STEFAN CLULOW

 

  

Ontario, Canada

 

  

Age: 47

     

Director since 2014

 

  

2017 AGM Voting Results:

     %      #

For:

     96.58      145,170,758

Withheld:

     3.42      5,144,716
Value of Total Compensation Received as Director

Financial Year

    

Value ($)

2016

      132,463

2017

      128,888

Non-Independent Director

Mr. Stefan Clulow is Managing Director and Chief Investment Officer of Thomvest Asset Management Inc., a private investment firm. Mr. Clulow sits on the boards of a number of private companies and charitable organizations.

Mr. Clulow received a B.A. and an LL.B. from McGill University. He is a member of the State Bar of California and the Law Society of Upper Canada.

Mr. Stefan Clulow was nominated by Structured Alpha LP (“Structured Alpha”) to the Board, pursuant to a loan agreement entered into between the Corporation, certain of its affiliates, and Thomvest Seed Capital Inc., (“Thomvest”) dated as of September 10, 2013, as amended and restated from time to time, and as assigned by Thomvest to its affiliate, Structured Alpha (the “Loan Agreement”). Pursuant to the Loan Agreement, Structured Alpha is entitled to nominate one person for election to the Board.

 

Ownership

 

Common Shares (#)

  

Guidelines

   Meets Ownership Requirements

90,000

   Exempt from the Policy    N/A

Board/Committee Membership

 

                    

Member of:

   Position Held    Meeting Attendance  

Board

   Member      9/9 1       100

Plasma Strategy Development and Asset Monetization Committee

   Member      4/4        100

Other Public Directorships in the Past 5 Years

        

None

        

 

1

Mr. Clulow was not invited to participate to one of the special meetings held by the Board of Directors.

 

   Prometic Life Sciences Inc.
Page | 22    2017 Management Information Circular


KENNETH GALBRAITH
British Columbia

 

  
Age: 55      
Director since 2016

 

  
2017 AGM Voting Results:
     %      #

For:

     99.05      148,887,829

Withheld:

     0.95      1,427,645
Value of Total Compensation Received as Director

Financial Year

    

Value ($)

2016

      92,344

2017

      142,994

Independent Director

Mr. Kenneth Galbraith is the Managing Director of Five Corners Capital. He joined Ventures West as a General Partner in 2007 and led the firm’s biotech practice prior to founding Five Corners Capital in 2013 to continue managing the Ventures West investment portfolio. Mr. Galbraith is a well-known and active member of the North American life sciences community with over 30 years of experience acting as an executive, director, investor and advisor to companies in the biotechnology, medical device, pharmaceutical and healthcare sectors. Previously, Mr. Galbraith served as the Chairman and Interim CEO of AnorMED, a biopharmaceutical company focused on new therapeutic products in hematology, HIV and oncology, until its sale to Genzyme Corp. in a cash transaction worth almost US$600 million. Starting in the biotech sector in 1987, Mr. Galbraith spent 13 years in senior management with QLT Inc., a global biopharmaceutical company specializing in developing treatments for eye diseases and oncology, retiring in 2000 from his position as Executive VP and CFO when QLT’s market capitalization exceeded US$5 billion. He has served on the board of directors of several public and private biotechnology companies, including Zymeworks, Angiotech Pharmaceuticals (ANPI), Aquinox (AQXP), Alder Pharmaceuticals (ALDR), Tekmira (TKMR) and Cardiome Pharma (CRME). He currently serves on the Board of Directors of Macrogenics (MGNX) and Profound Medical.

Mr. Galbraith earned a Bachelor of Commerce (Honours) degree from the University of British Columbia in 1985 and appointed a Fellow of the Chartered Accountants of BC in 2013.

 

Ownership

 

Common Shares (#)

   Guidelines   

Meets Ownership Requirements

0

   200,000    Requirement must be met by May 2020

Board/Committee Membership

 

Member of:

   Position Held    Meeting Attendance  

Board

   Member    9/10      90

HR and Compensation Committee

   Member    6/7      86

Plasma Strategy Development and Asset Monetization Committee

   Member    4/4      100

 

Other Public Directorships in the Past 5 Years      

Date

                                            Company                                                                                      Jurisdiction                                             Stock Exchange   

2008-Current

   Marogenics    Delaware    NASDAQ

2017-Current

   Profound Medical    Ontario    TSX-V

2008-2016

   Zymeworks    British-Columbia    NYSE/TSX

2008-2013

   Celator    Delaware    TSX-V

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 23


DAVID JOHN JEANS
Buckinghamshire, England
Age: 68      
Director since May 10, 2017
2017 AGM Voting Results:
     %      #

For:

     99.23      149,156,275

Withheld:

     0.77      1,159,199
Value of Total Compensation Received as Director

Financial Year

    

Value ($)

2016

      0

2017

      130,000

Independent Director

Mr. David John Jeans, CBE, CEng, BSc MIChemE, is currently Chairman of Digital Health and Care Institute, and Edinburgh Molecular Imaging. He is also a non-executive Director of Renishaw plc. His past non-executive positions include Chairmanship of Imanova Ltd and the UK BioCentre as well as Directorships of Alliance Medical and Myconostica. He was previously the Chair of Cardiff University and a Director of the University Employers Association. From 2009 to 2011.

Mr. Jeans was Deputy Chief Executive of the Medical Research Council, a member of its Audit and Risk Committee and Chaired the Trustee Board of MRC Technology until 2014. He was appointed by the Prime Minister of United Kingdom in 2014 as the Life Science Champion for medical technology. Mr. Jeans has lead Innovate UK’s Stratified Medicine Advisory Board since 2009 and the KTN’s Health Board since 2011. He is also Chair of the Strategic Advisory Panel for the Singapore Government’s Diagnostics Hub since 2014. In an industrial career spanning 35 years, he held senior international leadership positions in global companies including Smith & Nephew, Bristol Myers Squibb, Johnson & Johnson and Amersham plc. Mr. Jeans headed the commercial function of GE’s Life Science business and was the Chairman of its UK Healthcare Company. Mr. Jeans is engaged with international, national and local charities including the Africa Research Excellence Fund and the Clare Foundation. He was awarded the CBE for services to Life Sciences, Healthcare and Science in 2012.

 

Ownership

 

Common Shares (#)

   Guidelines   

Meets Ownership Requirements

15,505

   200,000    Requirement must be met by May 2020

Board/Committee Membership

 

Member of:

   Position Held      Meeting Attendance  

Board

     Member      5/71      71

Corporate Governance and Nominating Committee

     Member      1/2      50

Plasma Strategy Development and Asset Monetization Committee

     Member      3/42      75

Other Public Directorships in the Past 5 Years

        

None

        

 

1

Mr. Jeans was appointed to the Board of Directors on May 10, 2017.

2

Mr. Jeans had attended as consultant to one of the four meetings of the Board of Directors in 2017, prior his appointment to the Board of Directors on May 10, 2017.

 

   Prometic Life Sciences Inc.
Page | 24    2017 Management Information Circular


CHARLES N. KENWORTHY
California, United States
Age: 60      
Director since 2013
2017 AGM Voting Results:
     %      #

For:

     83.49      125,495,531

Withheld:

     16.51      24,819,943
Value of Total Compensation Received as Director

Financial Year

    

Value ($)

2016

      104,800

2017

      138,700

Non-Independent Director

Mr. Charles N. Kenworthy is Executive Vice-President, Corporate Strategy, NantWorks, LLC since 2011 and President of Nant Capital, LLC. Mr. Kenworthy received his Bachelor of Arts from the University of California, Los Angeles, in 1980 and his Juris Doctorate from the University of San Diego School of Law in 1985. He joined the law firm of Allen Matkins in the mid-1980’s and was a partner when he departed in 2006. Thereafter, he joined Abraxis Biosciences, LLC as Executive Vice-President, Corporate Strategy.

Mr. Charles N. Kenworthy was nominated to the Board by California Capital Equity, LLC (“CCE”) (an affiliate of Abraxis Bioscience International Holding Company, Inc.), pursuant to a securities purchase agreement (the “Purchase Agreement”) entered into between the Corporation and Abraxis Bioscience International Holding Company, Inc. on September 3, 2008. Pursuant to the Purchase Agreement, CCE is entitled to nominate one person for election to the Board.

 

Ownership

 

Common Shares (#)

  

Guidelines

  

Meets Ownership Requirements

0

   Exempt from the Policy    N/A

Board/Committee Membership

 

Member of:

   Position Held    Meeting Attendance  

Board

   Member      0/9        0

Other Public Directorships in the Past 5 Years

        

None

        

 

1

Mr. Kenworthy was not invited to participate to one of the special meeting held by the Board of Directors.

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 25


LOUISE MÉNARD
Québec, Canada
Age: 69      
Director since 2009
2017 AGM Voting Results:
     %      #

For:

     98.80      148,505,859

Withheld:

     1.20      1,809,615
Value of Total Compensation Received as Director

Financial Year

    

Value ($)

2016

      164,325

2017

      158,725

Independent Director

Ms. Louise Ménard is President and director of Groupe Méfor Inc., a family holding company since 1997. From August 2007 to October 2016, she served on the board of directors of the Société des alcools du Québec (SAQ), was chair of its Governance Committee from 2007 to 2014, member of its Human Resources Committee from 2007 to 2016 and member of its Commercial Practices Committee from 2014 to 2016. Ms. Ménard also serves on the board of the directors of La Pièta since December 2012. From 2004 to 2007, Ms. Ménard served as board member of Compcorp Inc. (now Assuris Inc.), and was member of its Corporate Governance Committee and its Communications Committee. She also served on the board of directors of the Montreal Heart Institute Foundation from 1991 to 2006, and was a member of its Executive Committee from 1992 to 1998. From 2000 to 2002, she acted as Chairman of the board of directors of Alena Capital Inc. and from 1999 to 2001, she was on the board of directors of Bruneau Minerals Inc., a public company listed on the Montreal Stock Exchange. From 2003 to 2011, she was on the board of directors, and was a member of the Executive Committee (2003 and 2004) and the Corporate Governance Committee (2010) of On the Tip of the Toes Foundation and from 1988 to 1997, she was Vice president, Corporate and Legal Affairs of Sodarcan Inc., a public company listed on the TSX (now Aon Canada). She holds an LL.L from Université de Montréal (1973) and has graduated from the College of Directors of Laval University in 2009.

 

Ownership

 

Common Shares (#)

   Guidelines   

Meets Ownership Requirements

529,146

   200,000    Yes

Board/Committee Membership

 

                      

Member of:

   Position Held      Meeting Attendance  

Board

     Member        10/10        100

HR and Compensation Committee

     Member        7/7        100

Corporate Governance and Nominating Committee

     Chairman        5/5        100

Defense Strategy Committee

     Member        1/1        100

Other Public Directorships in the Past 5 Years

        

None

        

 

   Prometic Life Sciences Inc.
Page | 26    2017 Management Information Circular


PAUL MESBURIS
Ontario, Canada
Age: 48      
Director since 2009
2017 AGM Voting Results:
     %      #

For:

     99.09      148,952,575

Withheld:

     0.91      1,362,899
Value of Total Compensation Received as Director

Financial Year

    

Value ($)

2016

      183,450

2017

      163,350

Independent Director

Mr. Paul Mesburis is the Managing Principal of Empyrean Capital, and has more than twenty years of international experience in financial and capital markets. His capital markets experience encompasses senior roles for both buy-side and sell-side firms. On the buy-side, he has managed portfolios for global investment strategies in both debt and equities. On the sell-side, his experience includes senior roles in mergers and acquisitions, investment banking, and institutional equity research at HSBC Securities, Scotiabank Global Banking and Markets and Deutsche Bank Securities. His views on investments have been quoted in the media, including Report on Business of The Globe and Mail and the Financial Post, as well as the subject of features on BNN - Business News Network. In 2012, he was honoured with a Canadian Lipper Fund Award which recognizes funds that have excelled in delivering consistently strong risk-adjusted performance, relative to their peers.

He received his Master of Business Administration degree from the Schulich School of Business at York University, his Bachelor of Arts degree from the University of Toronto, and has completed Executive Education at Harvard Business School. Mr. Mesburis holds the Chartered Professional Accountant (Ontario), Certified Public Accountant (Illinois), and Chartered Financial Analyst designations. He is a member of the Institute of Corporate Directors.

Mr. Mesburis serves on the board of directors and is the Chair of the Audit Committees of Avivagen Inc. and EEStor Corp. In addition, he is the Lead Director of Avivagen Inc. and Co-Chair of EEStor Corp.

 

Ownership

 

Common Shares (#)

   Guidelines    Meets Ownership Requirements

718,589

   200,000    Yes

Board/Committee Membership

 

Member of:

   Position Held    Meeting Attendance  

Board

   Member    10/10      100

Audit, Risk and Finance Committee

   Chairman    5/5      100

Corporate Governance and Nominating Committee

   Member    5/5      100

Defense Strategy Committee

   Member    1/1      100

 

Other Public Directorships in the Past 5 Years      

Date

  

Company

  

Jurisdiction

  

Stock Exchange

2016-Current    Avivagen Inc.    Canada    TSX-V
2016-Current    EEStor Corp.    Ontario    TSX-V

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 27


KORY SORENSON
London, UK
Age: 49
New Nominee

Independent Director

Kory Sorenson is a non-executive director and Chairman of the Audit Committee of SCOR SE (SCR.PA); a non-executive director and Chairman of the Remuneration Committee of Phoenix Group Holdings (PHNX.L); a non-executive director of Pernod Ricard SA (RI.PA); a member of the Supervisory Board of UNIQA Insurance Group AG (UQA.VI); and a member of the Supervisory Board of Bank Gutmann AG. In the context of her passion for wine, she is also member of the Supervisory Board of Chateau Troplong Mondot in St. Emilion.

Ms. Sorenson was previously a non-executive director of Aviva Insurance Limited in the UK and the Institut Pasteur, a non-profit private foundation dedicated to the study of biology, micro-organisms, diseases, and vaccines in France.

Ms. Sorenson has over twenty-five years of experience in investment banking and finance. She was previously Managing Director, Head of Insurance Capital Markets of Barclays Capital and held senior positions in the capital markets and the financial institutions divisions of Credit Suisse, Lehman Brothers and Morgan Stanley. She began her career in the treasury of Total SA in Paris.

Born in the US, Kory Sorenson is a citizen of Great Britain. She speaks fluent French and has a DESS in Corporate Finance from the Institut d’Etudes Politiques de Paris, a master’s degree in Applied Economics from the Université de Paris - Dauphine, a bachelor’s degree in Econometrics and Political Science from the American University in Washington, D.C., a certificate in Governance from Harvard Executive Education and a certificate in Leadership and Governance from INSEAD.

 

Ownership

 

Common Shares (#)

   Guidelines   

Meets Ownership Requirements

50,000

   200,000    Requirement to be met by May 20211

 

1

In the event that Ms. Kory Sorenson is duly nominated to the Board of Directors at the next AGM on May 9, 2018.

 

   Prometic Life Sciences Inc.
Page | 28    2017 Management Information Circular


BRUCE WENDEL
Connecticut, United States
Age: 64      
Director since 2008
2017 AGM Voting Results:
     %      #

For:

     95.86      144,088,928

Withheld:

     4.14      6,226,546
Value of Total Compensation Received as Director

Financial Year

    

Value ($)

2016

      129,963

2017

      128,888

Non-Independent Director

Mr. Bruce Wendel is Chief Strategy Officer of Hepalink USA since June 2012. Mr. Wendel was Acting Chief Executive Officer of Scientific Protein Laboratories LLC from December 2014 to June 2015, a subsidiary of Shenzhen Hepalink Pharmaceutical CO., Ltd. From 2011 to 2012, he was consultant in the pharmaceutical industry. Mr. Wendel served as Vice Chairman and Chief Executive Officer of Abraxis BioScience until October 15, 2010, when Abraxis was acquired by Celgene Corporation. He was with Abraxis BioScience as of May 2006 and served as Executive Vice President of Corporate Development of Abraxis BioScience until being appointed as Executive Vice President of Corporate Operations and Development in November 2007. Mr. Wendel joined American Pharmaceutical Partners (APP) in 2004 as Vice President of Corporate Development. He began his 14 years with Bristol-Myers Squibb as in-house counsel before shifting to business and corporate development. Before joining APP, he served as Vice President, Business Development and Licensing for IVAX Corporation, a generic drug manufacturer. Previously, Mr. Wendel served in the legal departments of Playtex and Combe. He earned a Juris Doctorate degree from Georgetown University Law School, where he was an editor of Law and Policy in International Business, and a B.S. from Cornell University.

 

Ownership

 

Common Shares (#)

   Guidelines   

Meets Ownership Requirements

417,949

   200,000    Yes

Board/Committee Membership

 

Member of:

   Position Held    Meeting Attendance  

Board

   Member    9/10      90

Plasma Strategy Development and Asset Monetization Committee

   Member    3/4      75

 

Other Public Directorships in the Past 5 Years      

Date

  

Company

  

Jurisdiction

  

Stock Exchange

2016-Current    Verastem Inc.    Delaware    NASDAQ

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 29


 

2.

Additional Disclosure Relating to Directors

Except as indicated below, and to the knowledge of the Corporation as at the date hereof, none of the proposed directors:

 

   

is or has been, within ten years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that,

 

   

was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

 

   

was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while the proposed director was acting in the capacity as director, chief executive office or chief financial officer;

 

   

is, as at the date hereof, or has been within ten years prior, a director or executive officer of any company (including the Corporation) that, while the proposed director was acting in that capacity, or within a year of the proposed director ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

 

   

has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

 

   

has not (i) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority; (ii) entered into a settlement agreement with a securities regulatory authority; or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Prof. Simon Best was Chairman of Ardana PLC, a publicly-traded company on the London Stock Exchange in the United Kingdom, which went into administration on June 30, 2008. The company was unable to complete refinancing or a possible sale or merger within the required timeframe. Concurrently, trading in the company’s shares was suspended.

 

 

3.

Director Compensation

3.1 Compensation Policy

The Directors of the Board (the “Directors”) have an active role in assisting the Corporation in defining its business strategies, implementing competitive compensation practices and promoting “best in class” governance practices that contribute to increasing shareholder value. The Human Resources and Compensation Committee (the “HR and Compensation Committee”) reviews the compensation paid to Directors against its peer group and recommends any adjustments deemed appropriate for approval by the Board of Directors in the first quarter of each year.

In May 2017, the HR and Compensation Committee amended the Director’s compensation policy following their analysis of the peer group. Those amendments included the following changes:

 

   

Remove the second alternative of compensation for the annual retainer for the members of the Board; and

 

   

The annual retainers now encompass the attendance fees.

As a general rule, Directors who are executives of the Corporation do not receive any remuneration for serving as directors.

 

   Prometic Life Sciences Inc.
Page | 30    2017 Management Information Circular


3.2 Directors Peer Group

In establishing a remuneration benchmark for the Board, the HR and Compensation Committee reviewed the compensation of directors of the corporations in the Peer Group (see “Compensation, Discussion & Analysis—NEOs Peer Group “ on page 40 below) used for benchmarking the Named Executive Officers’ (the “NEOs”) compensation. The Corporation aims to align the Directors’ compensation with the comparators as well as to reflect the Directors’ responsibilities and workload.

3.3 Director Compensation Program

The following table describes the director compensation program for the period spanning from May 10, 2017 to May 9, 2018 (the “2017-2018 Mandate”), as compared to the director compensation program that was in effect for the period spanning from May 11, 2016 to May 10, 2017 (the “2016-2017 Mandate”).

3.4 Board Annual Retainer

The Chairman of the Board received an annual retainer of $187,6742 payable in cash and $100,000 worth of Stock Options which includes any annual retainers and attendance fees to which he would have been entitled to as Chairman and/or member of the committees. Each non-executive director (the “Non-Executive Director”) receives an annual retainer of $35,000 payable in cash and $100,000 worth of Stock Options which includes any attendance fees to which he/she would have been entitled either as Board member or member of a committee.

 

Director Compensation Program
    

2017-2018 Mandate

  

2016-2017 Mandate

Chairman of Board

     

Annual Retainer

   $187,674 + $100,000 worth of stock options1,2    $198,174 + $100,000 worth of stock options1,2

Non-Executive Directors

     

Annual Retainer: Option 1

   $35,000 + $100,000 worth of stock options1    $6,000 + $100,000 worth of stock options1

Annual Retainer: Option 2

   Non applicable    $42,400 + $63,600 worth of stock options1

Attendance Fees

   Non applicable    $2,000 / meeting3

Committee Chairmans

     

Additional Annual Retainer

     

Audit, Risk and Finance

   $30,000    $18,000

HR and Compensation

   $25,000    $13,750

Corporate Governance and Nominating

   $25,000    $13,750

Plasma Strategy

   Non applicable2    Non applicable2

Development and Asset

     

Monetization (“PSDAM”)

     

Defense Strategy

   Non applicable2    Non applicable2

Attendance Fees

   No attendance fees    $1,600 / meeting3
      Except for PSDAM, $1,7753

 

2 

The decrease of $10,500 compared to the 2016-2017 Mandate can be explained by the fact that the Chairman is entitled to receive an annual retainer of $10,500 (£6,212 as of June 29, 2017; date at which the PSMT Board members’ compensation was approved) as Chairman of the board of the Corporation’s UK entity, Prometic Pharma SMT Limited (“PSMT”), which is in charge of the development strategy and asset monetization for the small molecule portfolio of the Corporation. The board of directors of PSMT is composed of Prof. Simon Best (Chairman), Mr. Stefan Clulow, Mr. Kenneth Galbraith, Mr. David John Jeans, Mr. Bruce Wendel and three SEOs, Mr. Pierre Laurin, Mr. Bruce Pritchard and Mr. Patrick Sartore.

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 31


Director Compensation Program

Non-Chairman Committee Members

  

Additional Annual Retainer

     

Audit, Risk and Finance

   $15,000    $8,400

HR and Compensation

   $12,500    $5,300

Corporate Governance and Nominating

   $12,500    $5,300

PSDAM

   $12,500    $4,275

Defense Strategy

   $12,500    $7,400

Attendance Fees

   No attendance fees    $1,600 / meeting3
      Except for PSDAM, $1,775 / meeting3

 

1

Vesting: 25% on the 1st day of August, November, February and May following the director’s nomination at the Annual General Meeting of Shareholders in May.

2

The compensation of the Chairman of the Board includes any annual retainers and attendance fees he would have been entitled to as Chairman and/or members of the committees. Prof. Simon Best, Chairman of the Board, is Chairman of the PSDAM Committee and the Defense Strategy Committee.

3

Reduces to $1,000 for special meetings.

3.5 Summary Compensation Table

The following table shows the total dollar value of all cash and option-based compensation earned by each director during the 2017 Financial Year, with the exception of Mr. Pierre Laurin and Dr. John Moran, who as executive Directors, receive no compensation for such role.

 

2017 Summary Compensation Table  
          Fees earned                          
          Committee                          
    Board Annual     Annual Cash     Attendance     Total Cash     Option-based     Total  

Name

  Cash Retainer1     Retainer1     Fee2     Compensation     awards3     Compensation  
    ($)     ($)     ($)     ($)     ($)     ($)  

Simon Geoffrey Best4

    192,924 5,6      0 5       0 5       192,924       84,409       277,333  

Andrew Bishop20

    20,500       24,150 7,12      9,200       53,850       84,409       138,259  

Stefan Clulow

    20,500       8,388 8       7,775       36,663       84,409       121,072  

Kenneth Galbraith

    28,100       14,894 8,9      10,975       53,969       84,409       138,378  

Raymond M. Hakim19

    3,000       5,300 9,10      15,600       23,900       —         23,900  

David John Jeans

    17,500       12,500 8,10      0       30,000       84,409       114,409  

Charles N. Kenworthy

    38,700 11      0       0       38,700       84,409       123,109  

Louise Ménard16

    20,500       38,225 9,12,13      15,600       74,325       84,409       158,734  

Paul Mesburis17

    20,500       42,850 10,12,14      14,000       77,350       84,409       161,759  

Nancy Orr18,21

    38,700       43,525 7,12,15      14,000       96,225       84,409       180,634  

Bruce Wendel

    20,500       8,388 8       7,775       36,663       84,409       121,072  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    421,424       198,220       94,925       714,569       844,090       1,558,659  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

1

Cash retainer under this column includes amounts earned during the 2017 Financial Year. Given that the payment of the cash retainer is made in four installments over two financial years, a portion of that cash retainer relates to the 2016-2017 Mandate and another portion to the 2017-2018 Mandate.

 

   Prometic Life Sciences Inc.
Page | 32    2017 Management Information Circular


2

Starting with the 2017-2018 Mandate, the annual retainer encompasses any attendance fees. For the 2016-2017 Mandate, the attendance fees are detailed in the table entitled Director Compensation Program on page 31. Therefore, the attendance fees listed in this table only represent the attendance fees for the 2016-2017 Mandate.

3

In determining the fair value of the options awards, the Black-Scholes-Merton model, was used, with the following assumptions:

 

Risk-free interest rate:

     1.1

Dividend yield:

     0

Expected volatility of share price:

     62

Expected life of the option:

     6.50 years  

The fair value of the option awards was estimated using the Black Scholes option pricing model, a common valuation methodology which uses the same assumptions for determining the equity-based compensation expense in the Corporation’s financial statements for the year-ended December 31, 2017 in accordance with the International Financial Reporting Standards (IFRS).

 

4

Prof. Simon Best is Chairman of the Board, Chairman of the PSDAM Committee and Chairman of the Defense Strategy Committee.

5

For the 2016-2017 Mandate, Prof. Simon Best, Chairman of the Board, received his annual retainer of $198,174 ($99,087 earned in the 2017 Financial Year) in cash and $100,000 worth of stock options for his term beginning May 11, 2016. His annual retainer includes attendance fee to the Board meetings as well as any other annual retainers and attendance fees he would have been entitled to as Chairman and/or member of any committees.

6

For the 2017-2018 Mandate, Prof. Simon Best, Chairman of the Board, received his annual retainer of $187,674 ($93,837 earned in the 2017 Financial Year) in cash and $100,000 worth of stock options for his term beginning May 10, 2017. His annual retainer includes any other annual retainers he would have been entitled to as Chairman and/or member of any committees.

7

For the 2016-2017 Mandate, each member of the Audit, Risk and Finance Committee was entitled to receive $8,400 ($4,200 earned in the 2017 Financial Year); $15,000 for the 2017-2018 Mandate ($7,500 earned in the 2017 Financial Year).

8

For the 2016-2017 Mandate, each member of the PSDAM Committee was entitled to receive $4,275 ($2,137.50 earned in the 2017 Financial Year); $12,500 for the 2017-2018 Mandate ($6,250 earned in the 2017 Financial Year).

9

For the 2016-2017 Mandate, each member of the HR and Compensation Committee was entitled to receive $5,300 ($2,650 earned in the 2017 Financial Year); $12,500 for the 2017-2018 Mandate ($6,250 earned in the 2017 Financial Year).

10

For the 2016-2017 Mandate, each member of the Corporate Governance and Nominating Committee was entitled to receive $5,300 ($2,650 earned in the 2017 Financial Year); $12,500 for the 2017-2018 Mandate ($6,250 earned in the 2017 Financial Year).

11

For the 2016-2017 Mandate, Mr. Charles N. Kenworthy chose to receive his annual retainer of $42,400 in cash ($21,200 earned in the 2017 Financial Year) and $63,600 worth of stock options.

12

For the 2016-2017 Mandate, each member of the Defense Strategy Committee was entitled to receive $7,400 ($3,700 earned in the 2017 Financial Year); $12,500 for the 2017-2018 Mandate ($6,250 earned in the 2017 Financial Year).

13

For the 2016-2017 Mandate, Ms. Louise Ménard was entitled to receive $13,750 as Chair of the Corporate Governance and Nominating Committee ($6,875 earned in the 2017 Financial Year); $25,000 for the 2017-2018 Mandate ($12,500 earned in the 2017 Financial Year).

14

For the 2016-2017 Mandate, Mr. Paul Mesburis was entitled to receive $18,000 as Chairman of the Audit, Risk and Finance Committee ($9,000 earned in the 2017 Financial Year); $30,000 for the 2017-2018 Mandate ($15,000 earned in the 2017 Financial Year).

15

For the 2016-2017 Mandate, Ms. Nancy Orr was entitled to receive $13,750 as Chairman of the HR and Compensation Committee ($6,875 earned in the 2017 Financial Year); $25,000 for the 2017-2018 Mandate ($12,500 earned in the 2017 Financial Year).

16

Ms. Louise Ménard is Chairman of the Corporate Governance and Nominating Committee.

17

Mr. Paul Mesburis is Chairman of the Audit, Risk and Finance Committee.

18

Ms. Nancy Orr is Chairman of the HR and Compensation Committee.

19

Dr. Raymond Hakim did not stand for re-election on the Board at the Annual General and Special Meeting of Shareholders on May 10, 2017.

20

Mr. Andrew Bishop will not stand for re-election on the Board at the next Meeting on May 9, 2018.

21

Ms. Nancy Orr will not stand for re-election on the Board at the next Meeting on May 9, 2018.

3.6 Director Shareholding Policy

To align director interests with those of the Corporation’s shareholders, the Corporation adopted a minimum shareholding policy for directors (the “Director Shareholding Policy”), thereby reinforcing the Board’s commitment to the long-term success of the Corporation. Under the Director Shareholding Policy, each Non-Executive Director shall acquire and retain a minimum number of Common Shares for its entire term as Board member. The minimum ownership requirement was set at 200,000 Common Shares for Directors and 300,000 Common Shares for the Chairman of the Board (the “Minimum Ownership”). Directors have a maximum period of three years following their first election by the shareholders to reach the Minimum Ownership, starting at the adoption of the Director Shareholding Policy in November, 2014.

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 33


Mr. Stefan Clulow is exempt from acquiring the Minimum Ownership pursuant to an agreement entered into between Structured Alpha LP and the Corporation. The Corporate Governance and Nominating Committee has decided to use its discretionary authority pursuant to the Director Shareholding Policy in order to exempt Mr. Charles N. Kenworthy from acquiring the Minimum Ownership, because of the fact that Mr. Kenworthy was nominated to the Board by California Capital Equity, LLC pursuant to a securities purchase agreement entered into between the Corporation and California Capital Equity, LLC in 2008.

3.7 Equity Ownership

3.7.1 Outstanding Option-Based Awards

The following table indicates the number and value of option-based awards outstanding at the end of the 2017 Financial Year, with the exception of Mr. Pierre Laurin and Dr. John Moran who, as executive directors, receive no compensation as directors. The outstanding stock options held by Mr. Laurin and Dr. Moran are detailed in the table entitled Outstanding Share-based Awards and Option-based Awards on page 54 below. No share-based awards were provided to Directors during the 2017 Financial Year.

Option-Based Awards

 

     Number of               
     securities underlying    Option         Value of unexercised
     unexercised options    exercise price    Option    in-the-money options1

Name

   (#)    ($)   

expiration date

   ($)

Simon Best

   62,204    3.00    May 25, 2021    0
   69,362    2.07    May 18, 2027    0

Andrew Bishop

   80,710    2.44    June 8, 2020    0
   62,204    3.00    May 25, 2021    0
   69,362    2.07    May 18, 2027    0

Stefan Clulow

   76,110    1.59    September 17, 2019    0
   80,710    2.44    June 8, 2020    0
   62,204    3.00    May 25, 2021    0
   69,362    2.07    May 18, 2027    0

Kenneth Galbraith

   32,896    2.80    September 2, 2021    0
   69,362    2.07    May 18, 2027    0

David John Jeans

   36,5182    2.90    September 12, 2021    0
   69,362    2.07    May 18, 2027    0

Charles N. Kenworthy

   50,556    2.10    November 25, 2019    0
   48,426    2.44    June 8, 2020    0
   39,562    3.00    May 25, 2021    0
   69,362    2.07    May 18, 2027    0

Louise Ménard

   200,000    0.34    May 21, 2018    192,000
   133,659    1.10    May 27, 2019    26,732
   80,710    2.44    June 8, 2020    0
   62,204    3.00    May 25, 2021    0
   69,362    2.07    May 18, 2027    0

Paul Mesburis

   50,000    0.34    May 21, 2018    48,000
   133,659    1.10    May 27, 2019    26,732
   80,710    2.44    June 8, 2020    0
   62,204    3.00    May 25, 2021    0
   69,362    2.07    May 18, 2027    0

Nancy Orr

   80,710    2.44    June 8, 2020    0
   39,562    3.00    May 25, 2021    0
   69,362    2.07    May 18, 2027    0

Bruce Wendel

   200,000    0.34    May 21, 2018    192,000
   133,659    1.10    May 27, 2019    26,732
   80,710    2.44    June 8, 2020    0
   62,204    3.00    May 25, 2021    0
   69,362    2.07    May 18, 2027    0

 

1

The value of unexercised in-the-money options is the difference between the closing price of the Common Shares on December 31, 2017 on the TSX ($1.30) and the exercise prices of the stock options. As of December 31, 2017, the options were not exercised and may never be. The actual gains, if any, depend on the value of the aforesaid shares on the date of exercise, if case arises.

2

These stock options were granted in 2016 to Mr. Jeans as part of his annual retainer as member of the Board of the Corporation’s UK subsidiary, Prometic Pharma SMT Limited.

 

   Prometic Life Sciences Inc.
Page | 34    2017 Management Information Circular


3.7.2 Value of Option-Based Awards Vested or Earned during the 2017 Financial Year

The following table indicates, for each Non-Executive Director, the aggregate dollar value of option-based awards earned during the 2017 Financial Year.

 

     Option-based awards -
Value vested during the year1,2,3

Name

   ($)

Simon Best

   0

Andrew Bishop

   0

Stefan Clulow

   0

Kenneth Galbraith

   0

David John Jeans

   0

Charles N. Kenworthy

   0

Louise Ménard

   0

Paul Mesburis

   0

Nancy Orr

   0

Bruce Wendel

   19,1004

 

1

These options vest on a quarterly basis over a 12-month period.

2

The options were not exercised on the vesting date and may never be exercised. The actual gains, if any, depend on the value of the Common Shares on the date of exercise, if case arises.

3

This amount is calculated as the difference between the market price of the Common Shares on the date of vesting and the exercise price payable in order to exercise the option.

4

These stock options were originally granted under Mr. Wendel’s employment agreement, which agreement ended on May 13, 2014.

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 35


EXECUTIVE COMPENSATION

LETTER TO SHAREHOLDERS

Dear Shareholder,

On behalf of the Board and the Human Resources and Compensation Committee, we are pleased to share with you our approach to executive compensation. To ensure you have the information you need to understand our executive compensation programs and decisions, we are providing you with this Compensation Discussion and Analysis.

 

 

1. 2017 Performance Highlights

Prometic delivered a strong performance in 2017. The combination of our employees’ dedication and significant investments made in R&D and capital assets have allowed Prometic to make significant progress on its journey to becoming a fully-integrated biopharmaceutical company. The following list presents some of the year’s accomplishments from a therapeutic, a regulatory and an operational point-of-view:

 

   

our lead small molecule drug candidate PBI-4050 was granted Fast Track designation by the FDA for treatment of idiopathic pulmonary fibrosis (IPF) and received a Promising Innovative Medicine (PIM) designation from the UK regulatory agency. Its efficacy has been in treating IPF has been confirmed in Phase 2 clinical trials and is advancing into placebo-controlled Phase 2/3 for IPF and chronic kidney disease (CKD);

 

   

the FDA accepted our Biologics License Application for RyplazimTM, fixing a PDUFA date for the second quarter of 2018;

 

   

if approved, this plasminogen replacement therapy will enable Prometic to be eligible to receive a rare pediatric disease priority review voucher;

 

   

financial arrangements were secured and negotiated to provide the capital necessary allowing the further development of our strong product pipeline;

 

   

the infrastructure to allow for the commercial launch of RyplazimTM has been implemented and is ready.

 

 

2. Oversight and Philosophy

The Board and the HR and Compensation Committee carefully oversee governance practices for executive compensation. The HR and Compensation Committee receives advice from independent advisors and works closely with management to ensure our executive compensation programs are:

 

   

Competitive;

 

   

effective at attracting, engaging and motivating skilled executives while taking into account the overall cost of compensation;

 

   

aligned with our corporate objectives, encouraging appropriate decisions and behaviours;

 

   

appropriately rewarding our executives for performance and for building shareholder value.

 

   Prometic Life Sciences Inc.
Page | 36    2017 Management Information Circular


 

3. Our Key Compensation Decisions for 2017

In the 2017 Financial Year, the HR and Compensation Committee reviewed the NEOs’ direct compensation (base salary plus target short-term and long-term incentives) with that of the 2017 Peer Group. The review conducted revealed the following:

 

   

the Corporation’s cash compensation for the NEOs was generally below the median cash compensation received by other executive officers in the 2017 Peer Group, mainly due to lower base salaries;

 

   

the Corporation’s long-term incentive compensation for the NEOs was generally below the median long-term incentive compensation received by other executive officers in the 2017 Peer Group;

 

   

in addition, the Corporation’s long-term incentive structure contained a significantly higher percentage of “at-risk” compensation (80% performance-vested restricted stock units and 20% time-vested stock options), relative to the other corporations in the 2017 Peer Group;

 

   

there was no upside reward opportunity for above target goal achievement on both the annual and long-term incentive awards.

While being of the view that pay for performance should remain the key driver for NEO compensation, in light of the above findings, the HR and Compensation Committee recommended that base salary and long-term incentive awards of the NEOs be adjusted to align target total compensation more closely with the median of the 2017 Peer Group. As such, the HR and Compensation Committee adopted a more balanced and market-aligned approach to the mix of long-term incentive vehicles for the annual equity award by introducing time-vested restricted share unit. The 2017 equity grant consisted of 60% performance-vested restricted share units, 20% time-vested stock options and 20% time-vested restricted share units.    

The designs of the short term and long-term incentive programs were also modified slightly to move away from the binary nature of plan objectives, allowing for an above target reward opportunity for overachievement of target goals. Given the binary nature of the incentive designs, downside opportunity remains unchanged (i.e., if a goal was missed, the formulaic payout result would be zeroed out).

 

 

4. Engagement with Shareholders

We strongly encourage open dialogue and the exchange of ideas with our Shareholders. We communicate with Shareholders and other stakeholders through various channels, including our annual report, management information circular, annual information form, quarterly reports, news releases, website, industry conferences and other meetings. In addition, each of our quarterly earnings call is available to all, featuring a live webcast and a recording thereof later available online. We also hold our annual meeting of Shareholders with a live webcast accessible to all our Shareholders. In addition, our website provides extensive information about the Corporation, including its Board and committees thereof.

In addition to regular interactions on specific questions between our Investor Relations department and Shareholders, feedback from Shareholders comes mostly by email and telephone. We aim to reply promptly to Shareholder concerns and take appropriate action, including meeting with the Shareholders when deemed appropriate, all the whilst respecting good governance and proper disclosure practices. The Board believes these procedures reflect a comprehensive approach to Shareholder engagement.

To communicate with the Board, Shareholders can contact Mr. Frederic Dumais, Senior Director, Communications & Investor Relations at f.dumais@prometic.com or 1-450-781-0115.

 

 

5. Our Governance Practices

The governance of our executive compensation programs is grounded in the following best-practices:

 

What We Do...

  

What We Do Not...

...place heavy emphasis on performance-based variable compensation    ...allow option backdating or option repricing
...balance the mix of short, medium and long-term compensation    ...gross up payments to executives

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 37


What We Do

  

What We Do Not

...cap incentive opportunities    ...single measure plans and duplicative measures across plans
...include a clawback policy in our incentive plans    ...provide significant perquisites
...require minimum share ownership for executives and directors    ...allow short-selling or hedging of Prometic share
...apply a robust compensation risk assessment process    ...include an equity plan evergreen provision that increase shares available for issuance without annual shareholder approval
...have a “double trigger” equity vesting upon a change of control    ...offer compensation exceptions to NEOs without appropriate Board approval

 

 

6. 2017 NEOs Compensation At-A-Glance

Our commitment to aligning pay to performance leverages a compensation mix that includes short-, medium- and long-term components. The graph below illustrates that we emphasize pay at risk over fixed pay to ensure that executive compensation is aligned with corporate performance over the short- and long-term. On average, 81% of target NEO compensation is at risk.

 

LOGO

 

1

Average excludes Mr. Greg Weaver since he worked only a portion of the year.

The Board, with the support of the HR and Compensation Committee, is committed to ensuring that executive compensation is aligned with shareholder interests, linked to performance and drives Prometic’s long-term success. Our approach to executive compensation supports the execution of the Corporation’s strategy, and we remain committed to developing the compensation policies and programs that will continue to produce the results that deliver value to you, our shareholders.

Sincerely,

 

(s) Simon Best    (s) Nancy Orr
Prof. Simon Best    Ms. Nancy Orr
Chairman of the Board    Chair of Human Resources and Compensation Committee

 

   Prometic Life Sciences Inc.
Page | 38    2017 Management Information Circular


COMPENSATION DISCUSSION AND ANALYSIS

At Prometic, we strive to align executive compensation with business results and shareholder interests. In this spirit, we offer a competitive compensation program that allows our NEOs to share in the Corporation’s financial success when they deliver performance that helps achieve short- and long-term corporate goals and increases shareholder value.

The following section discusses the compensation program for the 2017 Financial Year for our NEOs, which include the President and Chief Executive Officer (the “CEO”), the Chief Financial Officer (the “CFO”) and each of the next three most highly compensated executive officers of the Corporation as follows:

Pierre Laurin – President and CEO

Gregory Weaver – CFO1

Bruce Pritchard – Chief Operating Officer (“COO”) and CFO1

John Moran – Chief Medical Officer (“CMO”)

Patrick Sartore – Chief Legal Officer (“CLO”) and Corporate Secretary

 

1

Mr. Gregory Weaver’s employment ended in August 2017, at which time Mr. Bruce Pritchard took over the CFO responsibilities on an interim basis.

 

 

1. Compensation Objectives

Prometic’s executive compensation programs are based on a pay-for-performance philosophy. Executives receive salaries, annual short-term incentive awards contingent upon achieving corporate and individual objectives, and long-term incentive awards that motivate executives to create increasing and sustainable value for the shareholders. In addition, executives receive perquisites and other benefits.    

The objectives of our executive compensation programs are to:

 

   

attract, engage and motivate qualified executives, while taking into account the overall cost of compensation;

 

   

align executives and shareholders’ interest around the creation of incremental enterprise value;

 

   

establish an explicit and visible link between all elements of compensation and corporate and individual performance;

 

   

integrate compensation with the development and successful execution of strategic and operational plans;

 

   

maximize long term enterprise value.

 

 

2. Setting Executive Compensation

2.1 Compensation Principles

The principles underlying Prometic’s compensation programs are the following:

 

Pay for Performance    The majority of compensation is variable, contingent and directly linked to financial, pipeline development and operational performance metrics and is affected by the share price performance.
Long-term focus    For our most senior executives, including NEOs, long-term equity-based compensation opportunities outweigh short-term cash-based opportunities.
Shareholder alignment    The financial interests of executives are aligned with the interests of our shareholders through equity-based compensation, and annual and long-term performance metrics that correlate with sustainable shareholder value growth.
Competitiveness    Total compensation is competitive to attract, retain, and motivate Prometic’s executive team. This is achieved by providing overall compensation at the median of our peer group but emphasizing the long-term incentive component.

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 39


2.2 Role of the HR and Compensation Committee in Setting Executive Compensation

The HR and Compensation Committee acts as an advisory committee to the Board. The Board assigns responsibilities to the HR and Compensation Committee with regards to the review, approval, and administration of Prometic’s compensation programs. The main components of the HR and Compensation Committee’s mandate are:

 

   

review and recommend for Board approval the compensation policy driving the design of executive compensation and benefits programs;

 

   

review and approve the design of short and long-term incentive plans and objectives thereunder;

 

   

oversee the composition of Prometic’s peer group and the benchmarking of each compensation element;

 

   

recommend to the Board any changes to the CEO’s compensation;

 

   

review and approve the CEO’s recommendations for annual compensation of other NEOs, including incentive compensation awards.

2.3 Role of Management

For each NEO, the CEO presents a performance evaluation and makes compensation recommendations to the HR and Compensation Committee within the context of the market data and trends presented by our independent compensation consultant. Our CEO does not play any role in matters affecting his own compensation other than providing the Chairman of the Board with a written self-assessment of his performance. As noted above, CEO compensation recommendations are proposed by the HR and Compensation Committee but approved by the full Board.

2.4 Role of Compensation Consultants

Starting in 2017, the HR and Compensation Committee retained the services of Pearl Meyer & Partners, LLC (“Pearl Meyer”) to provide advice on executive and non-employee director compensation matters. Pearl Meyer is responsible for reviewing materials presented to the HR and Compensation Committee on compensation-related matters and assists the Corporation in the design of its executive compensation program design, benchmarking, public disclosure and communication strategy. Pearl Meyer does not provide any other services to the Corporation.

While the HR and Compensation Committee and the Board receive input from consultants, they are responsible for the design, application and oversight of the Corporation’s executive compensation and non-executive director compensation programs.

During the 2017 Financial Year, Pearl Meyer billed the Corporation $294,9333 in fees for attendance to regular HR and Compensation Committee meetings, providing advice to the Corporation in relation to the restructuring of the Corporation’s executive and directors’ compensation policies and programs, including those for 2018, as well as offering guidance on disclosure of executive compensation practices. Also, Equilar billed the Corporation $26,0723 in 2017 and $26,4964 in 2016 for a database license, which was used for benchmarking purposes.

Executive compensation consulting fees of $14,773 have been paid in 2016 to Hugessen Consulting.

 

3 

U.S. fees were converted in Canadian dollars using the 2017 annual average exchange rate of USD$1.00 = CDN$1.3036.

4 

U.S. fees were converted in Canadian dollars using the 2016 annual average exchange rate of USD$1.00 = CDN$1.3248.

 

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Page | 40    2017 Management Information Circular


 

3. NEOs Peer Group

The HR and Compensation Committee is responsible for annually reviewing the composition and use of the Peer Group to assess the compensation payable to the NEOs (including the CEO) and the Directors and to ensure that the compensation programs for the Corporation’s senior executive team and the Board of Directors remain competitive. Given the very limited number of peers with a comparable size, scope and operations in Canada and the Corporation’s specific circumstances (namely the fact that the Corporation is operating a multi-platform, multi-products and services in very different fields and markets, with operations and executives located in Canada, U.S. and Europe), a significant number of U.S. companies are included in the Peer Group. In addition, the inclusion of U.S. companies allows for a broader and more appropriate representation of the relevant talent pool because U.S. peers were considered closer peers in terms of management complexity, industry, size and financial metrics than Canadian companies in the same sector.

During the 2017 Financial Year, with the assistance of Pearl Meyer, the HR and Compensation Committee conducted a review of the Peer Group established during the 2016 Financial Period, which was determined using the following criteria:

 

Industry:    Biotechnology, biopharmaceuticals, pharmaceuticals and healthcare
Market Capitalisation:    Between USD 1 billion and USD 3 billion
Geography:    Incorporated or business interests in USA, UK and Canada
Employees:    97 – 1000
Revenues:    Less than USD 200 million
Earnings:    Negative
Equity Plans:    Similar to Prometic equity plan (stock options and/or restricted share units)
Compensation Mix:    Base salary, short-term incentive plan and long-term incentive plan

Further to this review, the 2016 Peer Group was deemed as still appropriate, with the exception of the removal of Kythera Biopharmaceuticals Inc., which had been acquired by another corporation and for which relevant compensation information was no longer available. Another corporation of the 2016 Peer Group, Anacor Pharmaceuticals, Inc., was also acquired by another corporation but remained part of the Peer Group since relevant compensation information was still available.    

Consequently, the Peer Group for the 2017 Financial Year (the “2017 Peer Group”) includes the following corporations:

 

2017 Peer Group
United States         Canada

•  Acadia Pharmaceuticals Inc.

  

•  Lexicon Pharmaceuticals, Inc./DE

  

•  Concordia Healthcare Corporation

•  Anacor Pharmaceuticals, Inc.

  

•  Nevro Corp

  

•  Novadaq Technologies

•  Ariad Pharmaceuticals Inc.

  

•  Novavax, Inc.

  

•  Bluebird Bio, Inc.

  

•  Pacira Pharmaceuticals, Inc.

   UK

•  Fibrogen Inc.

  

•  Portola Pharmaceuticals Inc.

  

•  GW Pharmaceuticals PLC

•  Halozyme Therapeutics, Inc.

  

•  Therapeuticsmd, Inc.

  

•  Vectura Group plc

•  Ironwood Pharmaceuticals, Inc.

     

 

 

4. Summary of Compensation Policy and Components

To achieve our objectives, we use three main elements of compensation (see chart below) with the intent to target total compensation at the median of the Corporation’s 2017 Peer Group. Given that approximately 80% of our compensation is variable, adopting a compensation philosophy that calibrates overall compensation with market median levels, rather than by each compensation element, allows us the flexibility to provide our executives an appropriate balance amongst the different elements of compensation. Target compensation by executive may be set above or below our philosophy depending on a number of factors, including performance, experience and internal equity. Furthermore, as a result of our large equity component, actual realized pay is highly dependent on the performance of our stock.

 

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2017 Management Information Circular    Page | 41


    

Form

  

Plan Highlights

  

Plan Objectives

Base Salary   

•  Cash

  

•  Competitive fixed rate of pay

 

•  Annual review

  

•  Provide a base of regular income to attract and retain qualified leaders

 

•  Recognize scope and responsibilities of the position as well as the experience of the individual

 

•  Reward individual performance

Short-term Incentive (STIP)   

•  Cash

  

•  Annual award based on corporate (60%) and individual (40%) objectives

  

•  Reward the achievement of the Corporation’s financial and operational objectives

 

•  Reward the achievement of individual objectives aligned with an executive’s area of responsibility in building a commercialization-stage organization

 

•  Drive superior individual and corporate performance

Long-term Incentive (LTIP)   

•  Performance-Vested RSUs (60% weight)

 

•  Stock Options (20% weight)

 

•  Time-Vested RSUs (20% weight)

  

•  LTIP value is awarded in different medium to long-term compensation vehicles with both time and performance vesting based on the achievement of 3-year financial objectives

  

•  Align executive’s interests with Shareholder value growth

 

•  Reward the achievement of sustained market performance

 

•  Recognize individual contribution and potential

 

•  Attract and retain key talent

We also provide competitive benefits and perquisites to promote the hiring and retention of qualified executives. These components are evaluated regularly to ensure their competitiveness. These are discussed in the following sections.

4.1 Base Salary

The Corporation aims to provide a salary established based on the level of responsibility relative to other positions in the Corporation and relative to base salaries paid by the organizations in the peer group as well as the performance of the Corporation and of the NEOs. It is an important component of Prometic’s ability to attract and retain executives who have the leadership and management skills to drive the further growth and success of its business.

Base salaries of the NEOs are reviewed annually, generally in the first quarter of the financial year and represent approximately 13% of total compensation for our CEO and 18%, on average, for our other NEOs.

4.1.1 2017 Base Salary Decisions

In 2017, adjustments were made to the base salaries of each NEO in order to recognize performance and improve their alignment with our market median total compensation philosophy.

Mr. Laurin received a base salary adjustment of 7.7% in 2017. The average base salary adjustment of other NEOs was 5.0%.

4.2 Short Term Incentive Plan

The Corporation provides its NEOs with a short-term incentive plan (the “STIP”) which aims to engage, recognize and reward their contributions to reaching the Corporation’s annual objectives.

 

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The annual incentive has two components:

 

LOGO

Having a significant portion of all executives’ annual incentive determined on the basis of the same corporate performance objectives reinforces the team work of the members of our executive team and motivates them to achieve widespread success for the whole organization. Additionally, basing a portion of our short-term incentive plan on individual performance is critical as our organization prepares its expanded commercialization efforts and its next stages of development.

The corporate and individual short-term performance objectives against which the annual performance of the Corporation and the NEOs is evaluated are established each year by the HR and Compensation Committee, in conjunction with the CEO.

4.2.1 STIP Targets

The STIP targets for the NEOS are reviewed regularly to ensure that they remain competitive with those of the 2017 Peer Group. Target incentive levels (as a percentage of base salary) for the NEOs remain unchanged from 2016:

 

     Short-Term Incentive target  

Pierre Laurin

     75

Bruce Pritchard

     60

CFO 1

     40

John Moran

     40

Patrick Sartore

     50

 

1

Currently vacant position

4.2.2 2017 STIP Design

The STIP award is calculated as per the following equation:

 

LOGO

 

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2017 Management Information Circular    Page | 43


Awards under the STIP are paid in cash. The HR and Compensation Committee may use its discretion to pay such awards in immediately vested Restricted Share Units (“RSUs”) in accordance with the Restricted Share Unit Plan (the “RSU Plan”). That discretion was not applied for 2017 payouts.

Corporate Performance Index

As annual corporate objectives are the pivotal component of the STIP, careful thought and due diligence go into defining them. Each objective is expressed in a clear and easily measurable value and is assigned a percentage value demonstrating its relative importance. The Corporate Performance Index is an objective evaluation, conducted at year-end or shortly thereafter by the HR and Compensation Committee, of the Corporation’s actual results versus 2017 objectives under the STIP and the corresponding level of performance achievement.

In 2017, each of these four major objectives were broken down into sub-objectives, each with its own weighting. At the end of the year, the HR and Compensation Committee assessed the Corporation’s performance against each sub-objective, subject to a limit of 100%. Where all sub-objectives under a major objective category were fully achieved, a super-achievement award was added to the Corporate Performance Index. Super-achievement was only deemed to occur if all measures in a category were successfully attained. The sum of the four potential super-achievement awards is 25%. Formulaically, the maximum payout if all metrics are attained and the super-achievement award is fully realized is 125% of target.

 

     Weighting   # of Measures   

Description

Plasma Derived Therapeutics Launch Readiness

   50%   8    Ensure readiness for the commercial launch of lead plasma derived therapeutics

Financial

   18%   5    Strengthen financial position

Commercial Development Activities

   16%   6    Expand business and commercial development activities

R&D and Product Development

   16%   8    Continue to progress lead drug candidates through clinical and regulatory process and advance/expand R&D pipeline
  

 

 

 

  

Total

   100%   27 measures   
  

 

 

 

  

Given the inherent volatility of our industry and the drug and therapeutics development process, the Board, upon recommendation of the HR and Compensation Committee, has discretion to increase the resulting Corporate Performance Index by up to 25% to take into consideration results or achievements that were not necessarily anticipated or contemplated at the beginning of the financial year when the formal annual corporate objectives were put in place, but which were deemed to have had a significant impact (either positive or negative) on the Corporation during such financial year. Therefore, the total maximum potential payout under the Corporate Performance Index is 150% of target. This is consistent with the maximum payout potential for the majority of our compensation peers. As further detailed in the “Calculation of 2017 STIP Awards” section below, the HR and Compensation Committee did exercise such discretion during the 2017 Financial Year.

Individual Performance Index

Annual individual objectives are also established and are specific to the CEO and each NEO. The objectives are defined in relation to measurable targets and each objective is weighted to demonstrate its relative importance. Performance against each individual objective is evaluated at year-end against actual results and an overall weighted average achievement percentage, the Individual Performance Index, is determined.

For the 2017 Financial Year, individual objectives were set for the CEO and each NEO with a view of supporting the achievement of the annual corporate objectives but also of supporting each executive’s personal development and strengthening of supporting organizational structure.

 

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Page | 44    2017 Management Information Circular


The Corporation set specific individual objectives for each of the NEOs for the 2017 Financial Year, in order to:

 

   

continue to build, develop and strengthen their respective team in anticipation of the expected growth;

 

   

lead or support initiatives identified to improve the Corporation’s financial position;

 

   

actively focus on their own development further to results of a 360-degree review exercise.

In a fashion similar to the management of the corporate objectives, each of the major objectives in 2017 was broken down into sub-objectives, each with its own weighting. At the end of the year, the Hr and Compensation Committee, and the CEO for other NEOs, determined for each executive an Individual Performance Index reflecting its assessment of the performance of the individual against each sub-objective, subject to a limit of 100%. Where all sub-objectives under a major objective category were fully achieved, a super-achievement award was added to the Individual Performance Index. The sum of the four potential super-achievement awards is 25%.

The Board, upon recommendation of the HR and Compensation Committee, has discretion to increase the resulting Individual Performance Index by up to 25% to take into consideration results or achievements that were not necessarily anticipated or contemplated at the beginning of the financial year when the formal annual corporate objectives were put in place, but which were deemed to have had a significant impact (either positive or negative) on the Corporation during such financial year. As further detailed in the “Calculation of 2017 STIP Awards” section below, the HR and Compensation Committee did exercise such discretion during the 2017 Financial Year with respect to NEOs. The maximum Individual Performance Index is therefore 150%.    

While the Corporation discloses its annual individual objectives in a generic fashion, it does not disclose specific performance targets as it considers such information to be strategic confidential information and that the disclosure of such information could seriously prejudice the Corporation’s interests by placing it at a significant competitive disadvantage. The individual objectives, as briefly described above, are considered challenging and not easily achievable and are aligned with the underlying principles of the compensation policy.

4.2.3 Calculation of 2017 STIP Awards

The table below illustrates the respective weights and results of each performance category under the Corporate Performance Index for the Financial Year 2017.

 

     Weighting     Achieved     Super-
Achievement
    Total Before
Discretion
    Board
Discretion1
    Corporate
Performance
Index
 

Plasma Derived Therapeutics Launch Readiness

     50 %      30     0     30    

Financial

     18 %      16     0     16    

Commercial Development Activities

     16 %      16     4     20    

R&D and Product Development

     16 %      12     0     12    
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

       74     4     78     20     98
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

1

The Board used its discretionary authority to provide a 20% increase to the Corporate Performance Index, out of a possible 25%, to reflect significant accomplishments realized during the year which were not anticipated when corporate objectives were set.

 

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2017 Management Information Circular    Page | 45


The table below illustrates how the Financial Year 2017 Individual Performance Index multiplier was determined for each executive (with the exception of Greg Weaver, who was not entitled to a STIP award due to his departure in August 2017):

 

     Performance     Super-
Achievement
    Total Before
Discretion
    Board
Discretion1
    Individual
Performance
Index
 

Pierre Laurin

     97     15     112     25     137

Bruce Pritchard

     100     25     125     25     150

John Moran

     80     10     90     10     100

Patrick Sartore

     100     25     125     25     150

 

1

The Board used its discretionary authority to provide increases to the Individual Performance Index of each executive, out of a possible 25%, to reflect significant accomplishments realized during the year which were not anticipated when individual objectives were set.

The resulting Financial Year 2017 STIP award for each executive is presented below:

 

     Base
Salary
    Target
Bonus
Percentage
    Target
Bonus
Amount
     Corporate
Performance
Index (60%)
    Individual
Performance
Index (40%)
    STIP
Award
 

Pierre Laurin

     $700,000       75   $ 525,000        98     137   $ 596,400  

Bruce Pritchard

     $529,515 1      60   $ 317,709        98     150   $ 377,438  

John Moran

     $469,296 2      40   $ 187,718        98     100   $ 185,466  

Patrick Sartore

     $425,000       50   $ 212,500        98     150   $ 252,450  

 

1

Amounts were calculated based on the following exchange rate: 1 GBP=CDN$1.6810 (2017).

2

Amounts were calculated based on the following exchange rate: 1 USD=CDN$1.3036 (2017).

4.3 Long-Term Incentive Plan

The Long-Term Incentive Plan (the “LTIP”) is designed to reward the creation of value for the Corporation’s shareholders while providing a vehicle to attract and retain talented and skilled executives. Being 100% equity-based, our LTIP plays a key role in aligning the interests of executives with those of our shareholders, by creating focus on activities and development projects which will increase share price performance over time.

In order to achieve a better alignment with practices of the Corporation’s peer group while maintaining focus on share price long term performance, the mix of vehicles used in the LTIP was modified in 2017 by the introduction of time-vested RSUs. The resulting allocation of LTIP in 2017 was as follows:

 

LOGO

4.3.1 Stock Option Plan

Stock options enable Prometic to strengthen the link between shareholder and Corporation interests and the interests of our executives over a longer-term time horizon. All options are granted and governed by the terms of Prometic’s Stock Option Plan (the “Option Plan”). In accordance with the plan, the exercise price of each option is

 

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Page | 46    2017 Management Information Circular


set at the fair market value of Prometic’s Common Shares at the time of grant, defined as the five-day volume-weighted average trading price preceding the grant date. Options granted in or after May 2017 have a ten-year term, vesting in four equal annual installments beginning on the first anniversary of the grant date. Options granted prior to that month had a five-year term; the change from 5 to 10-year term was made to better reflect the long term developing cycle of our therapeutics and provide an ability for executives to focus on longer-term value creation. Accordingly, the total value of the options (and, therefore, the benefit potentially received by each NEO) has the potential to increase over time if Prometic’s share price increases, providing an incentive for executives to remain with the Corporation and to take steps to build its business in a manner that increases Prometic’s share price over time. For more details the terms of the Option Plan, see Schedule “C” to this management information circular.

It has also been the Corporation’s practice to award stock options to newly appointed executives to attract qualified and skilled executives.

4.3.2 Restricted Share Unit Plan

The RSU Plan creates alignment between our executives and shareholders, as each unit’s value is tied to share price and the performance-vested RSUs are tied to achievement of certain strategic objectives over a three-year period. This feature of the plan helps to support the retention of executive management and encourages a longer-term focus on initiatives and results. Upon vesting, share units are payable in Common Shares.

Any decreases or increases in share price have a direct impact on the amount of compensation received by executives. When share price falls, less compensation is received; however, when share price increases, more compensation is received.

For 2017 grants, 75% of the NEOs RSU value was granted in the form of performance-vested RSUs and 25% in the form of time-vested RSUs. Performance-vested RSUs cliff-vest after three years upon achievement of strategic objectives. Time-vested RSUs vest in equal instalments over a three-year period following the date of grant. Time-vested RSUs were introduced in the year in order to better align the overall risk level of the executives’ total compensation with that of the 2017 Peer Group and to improve the retention characteristic of our Long-Term Incentive Plan.

Objectives of Performance-Vested RSUs

Performance-vested RSUs further align interests of executives and shareholders by making vesting contingent on successfully achieving strategic objectives.

Objectives are set at the beginning of each new financial year to ensure that the Corporation’s long-term objectives collectively reflect current business conditions, market dynamics and the Corporation’s business strategy. Starting in 2017, the objectives, and weightings thereof, are the same for all NEOs.

Several specific objectives were determined under the LTIP for the three-year period spanning from January 1, 2017 to December 31, 2019, which relate to four categories:

 

     Weighting   # of Measures   

Description

Revenue from Operations

   20%   1   

Pipeline Development

   50%   7    Milestones and achievements related to the development of main products

Capacity Enabling

   20%   2    Enablement of capacity to meet expected long-term volumes with respect to plasma derived therapeutics

Business Development

   10%   1    Financial metric focused on cash flow management
  

 

 

 

  

Total

   100%   11 measures   
  

 

 

 

  

 

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2017 Management Information Circular    Page | 47


The objectives are specific, measurable and valid for a period of three years. For each objective, measures have been determined to reflect what is deemed partial achievement, achievement and over-achievement. At the end of the three-year period, the HR and Compensation Committee will assess the performance of the Corporation against each objective, awarding each objective a vesting multiplier, on a sliding scale basis where applicable, between 50% (for partial achievement) to 150% (for over-achievement). No vesting will be awarded where the partial achievement measure of an objective is not met.

4.3.3 2017 Annual LTIP Grants

Awards granted under the 2017-2019 LTIP to the CEO and other NEOs were set at a level reflecting the executive’s performance and the desired positioning of total compensation versus the comparator group in accordance with the Corporation’s compensation policy. The regular grants to NEOS for the 2017-2019 LTIP were as follows:

 

     Stock Options      Performance-Vested RSUs      Time-Vested RSUs      Award Value  
     Number      Value      Number1      Value      Number      Value      Total  

Pierre Laurin

     381,494      $ 478,457        1,161,971      $ 1,650,000        387,324      $ 550,000      $ 2,678,457  

Bruce Pritchard

     180,342      $ 226,179        549,295      $ 780,000        183,099      $ 260,000      $ 1,266,179  

Greg Weaver

     131,788      $ 165,284        0      $ 0        0      $ 0      $ 165,284  

John Moran

     138,725      $ 173,984        422,535      $ 600,000        140,845      $ 200,000      $ 973,984  

Patrick Sartore

     152,597      $ 191,382        464,788      $ 660,000        154,930      $ 220,000      $ 1,071,382  

 

1

This represents the number of units payable if all objectives are met at 100%. Should the maximum performance multiplier (150%) be achieved, the number of units payable would be 1,742,956 for Mr. Laurin, 823,942 for Mr. Pritchard, 633,802 for Dr. Moran and 697,182 for Mr. Sartore.

4.3.4 Payouts in 2017 from 2015-2017 Long-Term Incentive Plan

Final vesting status of the performance-vested RSUs granted under the 2015-2017 LTIP was reviewed by the HR and Compensation Committee at the end of 2017. The results were as follows:

 

   

46% of the objectives pursued over the three-year plan period were successfully achieved;

 

   

13% of the objectives pursued over the three-year plan period were deemed as not achieved;

 

   

over the course of the three-year plan, some objectives were deemed no longer aligned with the Corporation’s strategy and were therefore no longer pursued. As such, the Board, upon recommendation by the HR and Compensation Committee, decided that it was appropriate, in order to fairly reward executives and other plan participants for their positive contribution and engagement over the plan period and delivery of value through other achievements, to deem this category of objectives as achieved at a 78% rate, reflecting the success rate achieved on objectives pursued over the period on a weighted average basis (46%/59%).

4.3.5 Extended Grant in 2017

At the beginning of 2017, the Board, upon recommendation from the HR and Compensation Committee, reiterated and extended to some of the NEOs performance-vested RSUs originally granted under the 2014-2016 LTIP. Vesting of this extended grant was contingent on successfully achieving during

 

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Page | 48    2017 Management Information Circular


the 2017 Financial Year specific objectives carried over from the previous RSU Plan which were deemed critical to the organization and for which substantial work had been performed. This extended grant to NEOs was as follows:

 

     Performance-Vested RSUs  
     Number      Value 20171  

Pierre Laurin

     612,500      $ 1,280,125  

Bruce Pritchard

     218,750      $ 457,188  

John Moran

     87,500      $ 182,875  

Patrick Sartore

     164,062      $ 342,890  

 

1

This value was determined using the price of the Common Shares underlying the RSUs on the grant date ($2.09 in 2017)

The objectives underlying this grant were successfully achieved during the first quarter of the year, leading to the vesting of the RSUs.

4.3.6 Burn Rate

The LTIP awards granted to eligible employees of Prometic resulted in the following annual burn rate in each of the last three financial years:

 

Burn Rate1  
     Option Plan     RSU Plan  

2017

     0.57     0.86 %2 

2016

     0.50     0.45

2015

     0.55     0.72

 

1

The burn rate is calculated by dividing the number of stock options and RSUs granted under the LTIP during the relevant financial year by the weighted average number of Common Shares outstanding for the applicable financial year.

2

This burn rate has been determined assuming that all objectives will be met at 100%. Should the maximum performance multiplier (150%) be achieved, the burn rate would be 1.12%.

4.3.7 Summary of Total 2017 LTIP Awards

Total share-based awards in 2017 are presented in the Summary Compensation Table in Section 9 below. These are not a “like-with-like” comparison and appear above trend for the reasons explained in paragraphs 4.3.3 and 4.3.5 above as well as in footnote 1 of the Summary Compensation Table.

4.4 Other Benefits

Prometic provides its NEOs with a competitive executive benefits package which is designed to attract and retain qualified executives.

 

Element

  

Description

Employer Contribution to Retirement Plan    Unless otherwise specified in the contract of employment, the percentage of the Corporation’s contribution is determined by the Board of Directors and may vary depending on the position, the geographical location and the local market conditions.
Vacation Allowance    Vacation days and sick days, both depending on the country of residence.
  

•  Car allowance

  

•  Group insurance coverage

Miscellaneous Benefits   

•  Reimbursement of annual professional membership

  

•  Educational programs

  

•  Reimbursement for an annual medical examination

 

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2017 Management Information Circular    Page | 49


Variations to these programs exist between NEOs due to local market conditions.

The value of all such benefits conferred to the NEOs in 2017 is described in the Summary Compensation Table.

 

 

5. Share Ownership Requirements for the NEOs

To align the NEOs interests with those of the Corporation’s shareholders, the Corporation adopted in 2016 a minimum shareholding policy for NEOs (the “NEOs Shareholding Policy”), thereby reinforcing the NEOs’ commitment to the long-term success of the Corporation. Under the NEOs Shareholding Policy, each NEO shall acquire and retain a minimum of Common Shares for the entire term of their employment. The minimum ownership requirement was set at 600,000 Common Shares for the President and CEO and 400,000 Common Shares for the other NEOs (the “NEOs Minimum Ownership”). NEOs have a maximum period of three years following the adoption of the NEOs Shareholding Policy, or following the appointment date for a newly appointed NEO, to reach the NEOs Minimum Ownership.

The following table presents the share ownership status for our NEOs as of December 31, 2017 (the information is not presented for Mr. Greg Weaver since he was no longer employed by the Corporation on December 31, 2017):

 

     Share Ownership
Requirement
     Share Ownership
Status
     % of Target Ownership
Achieved
 

Pierre Laurin

     600,000        12,317,079        2053

Bruce Pritchard

     400,000        1,872,195        468

John Moran

     400,000        1,141,257        285

Patrick Sartore

     400,000        686,591        172

 

 

6. Clawback Policy

The Board adopted the following Clawback Policy:

 

Situation

  

Reimbursement

In the event that the Corporation is required to prepare an accounting restatement due to a material non-compliance of the Corporation, as a result of misconduct, with any financial reporting requirement under the securities laws and the NEO knowingly engaged in the misconduct, was grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or was grossly negligent in failing to prevent the misconduct.    The relevant NEO shall reimburse the Corporation the amount of any payment in settlement of the award earned or accrued by him/her during the 12-month period following the first public issuance or filing with the Autorité des Marchés Financiers (whichever first occurred) of the financial document that contained such material noncompliance.

 

 

7. Risk Oversight

The Board has overall responsibility for the management of the compensation policy. However, the Board has delegated the responsibility for overseeing the compensation policy and compensation practices of the Corporation to the HR and Compensation Committee to assess the risk exposure related to compensation of its executives and to mitigate any potential material adverse effect on the Corporation. The HR and Compensation Committee therefore controls and monitors executive compensation in accordance with the compensation policy.

 

   Prometic Life Sciences Inc.
Page | 50    2017 Management Information Circular


The Corporation remunerates its employees in three different currencies: Canadian dollars, US dollars and pounds sterling. Currency fluctuation is therefore considered a risk in relation to the Corporation’s compensation practices.

The Corporation’s compensation programs are designed to encourage management to act in the long-term best interests of shareholders by rewarding performance tied to the realization of corporate objectives without encouraging excessive risk-taking behaviour. Examples include:

 

   

a balanced compensation policy that includes a competitive base salary and annual cash bonus as well as an equity-based component that together represent a balanced mix of cash and performance-vested compensation;

 

   

annual target cash bonuses are capped and are only paid out when annual, well-defined and measurable objectives have been met;

 

   

the equity awards are both performance and time-vested. Performance-Vested RSUs vest only when corporate objectives are met, which are generally defined in the three-year rolling LTIP, while the time-vested RSUs vest over a three-year period and stock options vest over a four-year period.

Furthermore, the Corporation implemented the following specific measures to mitigate the potential risks associated with executive compensation:

 

   

amounts paid out or distributed pursuant to the STIP and/or LTIP are subject to mandatory repayment by the relevant NEO to the Corporation in the event of (i) a financial restatement arising from a material non-compliance of the Corporation, as a result of a misconduct, with any financial reporting requirement under the securities laws, and (ii) a NEO being knowingly engaged in the misconduct, grossly negligent in engaging in the misconduct, having knowingly failed to prevent the misconduct or being grossly negligent in failing to prevent the misconduct;

 

   

there is no executive entitled to make discretionary compensation-based awards to executives without the prior approval of both the HR and Compensation Committee and the Board;

 

   

base salary is reviewed by the HR and Compensation Committee on an annual basis with reference to market comparators and approved by the Board;

 

   

the Corporation’s Insider Trading Policy prohibits insiders (which include, among others, the Corporation’s Directors and NEOs) from engaging in short-selling, trading of puts or calls of Common Shares or any other type of equity monetization procedure.

 

 

8. Shareholder Return Performance Graph

The following graph compares the cumulative total shareholders’ return (“TSR”) on a $100 investment in the Corporation’s Common Shares with the cumulative total return of the S&P/TSX Composite Index in each of the five-year periods ending on December 31st. The graph shows that the TSR for the Corporation grew by 356% from 2012 to 2017, versus 30% for the S&P/TSX index for the same period. Given the performance of the Corporation’s Common Shares is also affected by some factors which are external and beyond the NEOs’ control, the Corporation cannot establish a direct relation between the evolution of the total compensation of the NEOs and the evolution of the price of the Common Shares since 2012.

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 51


Total Shareholder Return

December 31, 2012 to December 31, 2017

2012 = $100

 

LOGO

 

     2012      2013      2014      2015      2016      2017  

Prometic Life Sciences Inc. Common Shares

   $ 100.00      $ 326.32      $ 670.18      $ 1,178.95      $ 782.46      $ 456.14  

S&P/TSX Composite Index

   $ 100.00      $ 109.55      $ 117.69      $ 104.64      $ 122.95      $ 130.37  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Note: All prices for the Common Shares of the Corporation were taken from the Toronto Stock Exchange’s records.

 

 

9. Summary Compensation Table

The following table provides a summary of compensation earned during each of the financial years ended on December 31, 2017, 2016 and 2015 by the NEOs in accordance with applicable rules and regulations.

 

2017 Summary Compensation Table  
                                Non-equity
Incentive Plan
Compensation
             

Name and

Principal

Position

   Year      Salary
($)
    Share-based
Awards1

($)
     Option-based
Awards2

($)
     Annual
Incentive
Plans3

($)
    All Other
Compensation4,5
($)
    Total
Compensation
($)
 

Pierre Laurin

     2017        687,500       3,480,125        478,457        596,400       100,166       5,342,648  

President and CEO

     2016        625,585       2,040,000        463,981        424,125       91,203       3,644,894  
     2015        539,195       2,034,000        476,673        439,425       81,121       3,570,414  
                 

Gregory Weaver

     2017        263,435 6      0        165,284        0       365,803 6      794,522  

CFO

     2016        443,808 7      760,000        172,855        113,970 7      61,481 7       1,552,114  
     2015        57,664 8       737,500        141,729        0       2,160 8       939,053  
                 

Bruce Pritchard

     2017        525,733 10      1,497,188        226,179        377,438 10      85,037 10      2,711,575  

COO and CFO

     2016        531,226 11      800,000        181,953        284,272 11      78,993 11      1,876,444  
     2015        500,713 12      800,000        187,297        284,796 12      74,256 12      1,847,062  

 

   Prometic Life Sciences Inc.
Page | 52    2017 Management Information Circular


Name and

Principal

Position

          Salary     Share-based
Awards1
     Option-based
Awards2
     Annual
Incentive
Plans3
    All Other
Compensation4,5
    Total
Compensation
 
     Year      ($)     ($)      ($)      ($)     ($)     ($)  

John Moran

     2017        462,778 6      982,875        173,984        185,466 6      32,655 6      1,837,758  

CMO

     2016        447,041 7      480,000        109,171        150,440 7      31,664 7      1,218,316  
     2015        411,349 8      441,000        103,013        168,788 8      30,493 8      1,154,643  
                 

Patrick Sartore

     2017        418,750       1,222,890        191,382        252,450       34,285       2,119,757  

CLO and Corporate Secretary

     2016        373,462       800,000        181,953        177,200       31,583       1,564,198  
     2015        281,962       800,000        187,297        157,500       26,238       1,452,997  

 

1

The fair value of the RSU awards was determined using the price of Common Shares underlying the RSUs on the grant date (2017 - $1.42, 2016 - $2.87; 2015 - $1.71). This value reflects the number of units payable if all objectives are met at 100% with respect to the 2017 grants of performance-vested RSUs. In previous years’ circular, the fair value of the RSU awards was determined by applying a performance discount factor (i.e. percentage probability that a target will be met) ranging between 0% and 100% (depending on the performance target) to the price of Common Shares underlying the RSUs on the grant date. Going forward, it was decided to change the methodology by eliminating the performance discount factor and the 2016 and 2015 values have been restated in order for the 2017 share-based awards to be comparable to previous years. Values disclosed under the previous methodology were the following: Pierre Laurin, $603,839 for 2016 and $613,492 for 2015, Gregory Weaver, $216,213 for 2016 and $150,480 for 2015, Bruce Pritchard, $258,396 for 2016 and $303,200 for 2015, John Moran, $100,081 for 2016 and $107,827 for 2015, Patrick Sartore, $237,196 for 2016 and $298,796 for 2015.

The 2017 value includes the grants explained in paragraphs 4.3.3 (annual grant) and 4.3.5 (one-time extended grant).

 

2

In determining the fair value of the options awards, the Black-Scholes-Merton model was used, with the following assumptions:

 

     2017      2016      2015  

Risk-free interest rate:

     1.1%        0.7%        0.8%  

Dividend yield:

     0%        0%        0%  

Expected volatility of share price:

     62%        64%        63%  

Expected life of the option:

     7.00 years        4.05 years        3.95 years  

The fair value of the option awards was estimated using the Black Scholes option pricing model, a common valuation methodology which uses the same assumptions for determining the equity-based compensation expense in the Corporation’s financial statements for the year-ended December 31, 2017 in accordance with the International Financial Reporting Standards (IFRS).

 

3

Represents the cash bonus earned for the 2017 Financial Year, pursuant to the STIP. See the “Short Term Incentive Plan” section. Such amounts were paid to the NEOs in February 2018.

4

The Corporation does not have any Defined Benefit or Defined Contribution Pension Plan. However, NEOs are entitled to a contribution to their private retirement account ranging from 5% to 10% of their base salary, which amount is included under “All other compensation”.

5

None of the NEOs are entitled to perquisites or other personal benefits which, in the aggregate, are worth over $50,000 or over 10% of their base salary.

6

Paid in US dollars (USD) and converted at the following exchange rate: 1 USD=CDN$1.3036 (2017 average).

7

Paid in US dollars (USD) and converted at the following exchange rate: 1 USD=CDN$1.3248 (2016 average).

8

Paid in US dollars (USD) and converted at the following exchange rate: 1 USD=CDN$1.2787 (2015 average).

9

Mr. Gregory Weaver was appointed CFO of the Corporation on November 1st, 2015 and his annual salary was USD$335,000.

10

Paid in pounds sterling (GBP) and converted at the following exchange rate: 1 GBP=CDN$1.6810 (2017 average).

11

Paid in pounds sterling (GBP) and converted at the following exchange rate: 1 GBP=CDN$1.7962 (2016 average).

12

Paid in pounds sterling (GBP) and converted at the following exchange rate: 1 GBP=CDN$1.9540 (2015 average).

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 53


 

10. Outstanding Share-based Awards and Option-Based Awards

The following table indicates, for each NEO, stock option grants and RSU grants outstanding at the end of the 2017 Financial Year.

Outstanding Share-Based Awards and Options-Based Awards

 

     Option-Based Awards      Share-Based Awards  

Name

   Number of
securities
underlying
unexercised
options

(#)
     Option
exercise
price
($/share)
     Option
expiration date
     Value of
unexercised
in-the-
money
options1

($)
     Number of
shares or
units of
share that
have not
vested2

(#)
     Market or
payout
value of
share-based
awards that
have not
vested

($)
     Market or
payout
value of
vested
share-based
awards not
paid out or
distributed3
($)
 

Pierre Laurin

     250,000        0.40        April 8, 2018        225,000           
     120,000        1.10        May 27, 2019        24,000           
     410,815        2.44        June 8, 2020        0           
     317,243        3.00        May 25, 2021        0           
     381,494        2.07        May 18, 2027        0           

Total

              249,000        2,244,508        2,917,860        810,342  
           

 

 

    

 

 

    

 

 

    

 

 

 

Gregory Weaver

     25,000        2.93        Nov. 24, 2020        0           
     29,547        3.00        May 25, 2021        0           
              0           

Total

              0        0        0        0  
           

 

 

    

 

 

    

 

 

    

 

 

 

Bruce Pritchard

     150,000        0.40        April 8, 2018        135,000           
     72,000        1.10        May 27, 2019        14,400           
     161,420        2.44        June 8, 2020        0           
     124,409        3.00        May 25, 2021        0           
     180,342        2.07        May 18, 2027        0           

Total

              149,400        983,918        1,279,094        270,629  
           

 

 

    

 

 

    

 

 

    

 

 

 

John Moran

     200,000        0.34        May 21, 2018        192,000           
     150,000        1.10        May 27, 2019        30,000           
     88,781        2.44        June 8, 2020        0           
     74,645        3.00        May 25, 2021        0           
     138,725        2.07        May 18, 2027        0           

Total

              222,000        733,776        953,909        221,532  
           

 

 

    

 

 

    

 

 

    

 

 

 

Patrick Sartore

     150,000        0.40        April 8, 2018        135,000           
     72,000        1.10        May 27, 2019        14,400           
     161,420        2.44        June 8, 2020        0           
     124,409        3.00        May 25, 2021        0           
     152,597        2.07        May 18, 2027        0           

Total

              149,400        885,178        1,150,732        259,763  
           

 

 

    

 

 

    

 

 

    

 

 

 

 

1

The value of unexercised in-the-money options is calculating using the difference between the closing price of the Common Shares on December 31, 2017 on the TSX ($1.30) and the exercise price of the stock options. As of December 31, 2017, the options were not exercised and may never be. The actual gains, if any, depend on the value of the aforesaid shares on the date of exercise, if case arises.

2

This number reflects the number of units payable if all objectives are met at 100% with respect to the 2017 grants of performance-vested RSUs. Should the maximum performance multiplier (150%) be achieved, the number of units would be 2,825,493 for Mr. Laurin, 1,258,565 for Mr. Pritchard, 945,043 for Mr. Moran and 1,117,572 for Mr. Sartore.

3

The market value of share-based awards is calculated by multiplying the number of RSUs by the closing price of the Common Share on December 31, 2017 on the TSX ($1.30). The actual gains will depend on the value of the aforesaid shares on the date of exercise.

 

   Prometic Life Sciences Inc.
Page | 54    2017 Management Information Circular


 

11. Equity-Based Award – Value Vested or Earned During the Year

The following table indicates, for each NEO, the aggregate dollar value of option-based and share-based awards vested or of non-equity incentive plan compensation earned during the 2017 Financial Year:

 

Equity-Based Award - Value Vested or Earned During the Year  

Name

   Option-based awards
Value vested during the year1
($)
     Share-based awards
Value earned during the year2
($)
     Non-equity incentive plan
compensation
Value earned during the  year
($)
 

Pierre Laurin

     235,900        2,136,296        596,400  

Gregory Weaver

     0        8,920        0  

Bruce Pritchard

     141,540        809,045        377,438 3 

John Moran

     34,875        416,549        185,466 4 

Patrick Sartore

     141,540        706,305        252,450  

 

1

This amount is calculated as the difference between the market price of the Common shares on the date of vesting and the exercise price payable in order to exercise the options.

2

The share-based awards for the 2017 Financial Year are RSUs (performance-based).

3

Paid in pounds sterling (GBP) and converted at the following exchange rate: 1 GBP=CDN$1.6810 (2017 average).

4

Paid in US dollars (USD) and converted at the following exchange rate: 1 USD=CDN$1.3036 (2017 average).

 

 

12. Severance and Other Termination Benefits

A Severance Pay Program (the “Program”) has been established by the Corporation to provide severance compensation to designated employees, which include the NEOs, when a change of control has occurred and the designated employee has been terminated by the Corporation following the change of control. A change of control occurs upon a take-over of the Corporation resulting from the acquisition of a majority of the Corporation’s Common Shares (“Change of Control”).

The Program was reviewed in 2017 and changes were made to align with market practices. Under the Program, each designated employee whose employment is terminated without cause or who terminates his employment for a good reason (constructive) at any time in the two-year period following a Change of Control shall be entitled to:

 

   

a severance payment equal to the designated executive’s monthly compensation, defined as base salary and short-term incentive target, multiplied by the number of month severance awarded for a specific position (varies between 12 to 24 months);

 

   

the continuation of all group insurance benefits, except for short and long-term disability benefits for the number of months of severance (varies between 12 to 24 months); and

 

   

alump sum equivalent to the designated annual executive target incentive, prorated for the period of time worked between the date on which the termination of employment occurs and the first day of the Financial Year during which the termination occurs.

Furthermore, all unvested stock options granted previously become fully vested upon a Change of Control.

The following table sets out the benefits that would be paid following a Change of Control and involuntary termination (not for cause or constructive) occurring in circumstances described above, assuming the Change of Control and termination took place on December 31, 2017. This table does not include the value of outstanding stock options or RSUs that have previously vested and are therefore not impacted by these events.

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 55


     Severance
($)
    STIP1
($)
    Stock Options2
($)
     Restricted Share
Units3

($)
     Total
($)
 

Involuntary Termination

            

Pierre Laurin

     1,400,000       0       0        0        1,400,000  

Bruce Pritchard

     794,273 4       0       0        0        794,273  

John Moran

     469,296 5       0       0        0        469,296  

Patrick Sartore

     637,500       0       0        0        637,500  

Termination Following Change in Control

 

         

Pierre Laurin

     1,400,000       1,050,000       6,000        2,753,315        5,209,315  

Bruce Pritchard

     794,273 4       476,564 3       3,600        1,242,003        2,516,440  

John Moran

     703,944 5       281,578 4       7,500        926,624        1,919,646  

Patrick Sartore

     637,500       318,750       3,600        1,102,774        2,062,624  

 

1

It is assumed that STIP awards for the Financial Year 2017 would be payable regardless of termination or Change of Control since the year has been completed.

2

The change of control provisions provides for full vesting of all unvested stock options on an accelerated basis. The value has been calculated using the closing price of the Common Shares on December 31, 2017 on the TSX ($1.30) less the exercise price of the stock options.

3

The change of control provisions provide for full vesting of all unvested RSUs on an accelerated basis. The value is based on the closing price of the Common Shares on the TSX on December 31, 2017 ($1.30).

4

This amount was calculated based on the following exchange rate: 1 GBP=CDN$1.6810 (2017).

5

This amount was calculated based on the following exchange rate: 1 USD=CDN$1.3036 (2017).

 

 

13. Securities Authorized for Issuance Under Equity Compensation Plans

As at December 31, 2017, securities authorized for issuance under equity compensation plans were as follows:

 

Equity Compensation Plan Information  

Plan Category

Equity compensation plans

approved by securityholders

   Number of securities to be
issued upon exercise of
outstanding options, warrants

and rights
     Weighted-average exercise
price of outstanding options,
warrants and rights
     Number of securities remaining
available for future issuance under
equity compensation plans
(excluding those in the 2nd column)
 

Option Plan

     14,463,270      $ 1.79        5,114,937  

RSU Plan

     8,862,614 1        —          7,313,858 2 

 

1

Assuming a performance-based vesting at 100% (10,561,283 RSUs assuming a performance-based vesting at 150%).

2

Assuming a performance-based vesting at 100% (5,615,189 RSUs assuming a performance-based vesting at 150%).

 

 

14. Stock Options

During the 2017 Financial Year, the Corporation granted options pursuant to the Option Plan providing for the purchase of a maximum of 3,809,870 Common Shares, which represents 0.5% of the issued and outstanding common shares as of December 31, 2017. Of that total, 984,946 stock options were granted to the NEOs.

As at December 31, 2017, 710,593,273 Common Shares were issued and outstanding and there were 14,463,270 options outstanding representing approximately 2.04% of the Common Shares issued and outstanding. The maximum number of Common Shares available for issuance under the Option Plan was 19,578,207 representing approximately 2.76% of the issued and outstanding Common Shares, and the remaining Common Shares available for granting under the Option Plan was 5,114,937.

 

   Prometic Life Sciences Inc.
Page | 56    2017 Management Information Circular


 

15. Restricted Share Units

In the 2017 Financial Year, the Corporation granted a total of 5,750,409 RSUs5 to participants under the RSU Plan. Of that total, 3,464,787 RSUs6 were granted to the NEOs.

As at December 31, 2017, 710,593,273 Common Shares were issued and outstanding and there were 8,862,614 RSUs outstanding, convertible into 8,862,614 Common Shares and representing approximately 1.25% of the Common Shares issued and outstanding. The maximum number of Common Shares available for issuance under the RSU Plan was 16,176,472 which represents approximately 2.28% of the issued and outstanding Common Shares, and the remaining Common Shares available for granting under the RSU Plan was 7,313,858.

 

 

16. Indebtedness of Directors and Executive Officers

16.1. Aggregate Indebtedness

As at March 22, 2018, the aggregate amount of indebtedness to the Corporation or any of its subsidiaries of all Directors, executive officers and employees and former directors, executive officers and employees of the Corporation or any of its subsidiaries was as follows:

 

Aggregate Indebtedness ($)  

Purpose

   To the Corporation or its
subsidiaries as at March 22, 2018
     To another entity  

Share Purchases

     400,000        —    

Other

     —          —    

16.2 Indebtedness of Directors and Executive Officers

For Share Purchases

As at March 22, 2018, the aggregate amount of indebtedness to the Corporation or any or its subsidiaries of each director and executive officers and former directors and executive officers of the Corporation, each proposed nominee for election as a director of the Corporation and each associate of any such director, executive officer or proposed nominee was as follows:

 

Indebtedness of Directors and Executive Officers for Share Purchases  

Name and Principal Position

   Involvement
of the
Corporation or
Subsidiary
     Largest
Amount
Outstanding
During the
2017 Financial
Year

($)
     Amount
outstanding as
at March 22,
2018

($)
     Financially
Assisted
Securities
Purchases
During the
2017
Financial
Year
     Security for
Indebtedness
(# of shares
held)
     Amount
Forgiven
During the

2017
Financial
Year

($)
 

Pierre Laurin

                 
     Lender        412,264        416,287        —          —          —    

President and CEO

                 

 

1

This loan was originally due on December 31, 2009 and was made as an advance to Mr. Pierre Laurin to allow him to exercise options to acquire shares of the Corporation at a price of $1.00 per share when the shares were trading at a price around $2.40. This loan is secured by the deposit, pursuant to an escrow agreement, of a share certificate representing 450,000 shares of the Corporation. Mr. Laurin has previously repaid $105,133 which was applied against accumulated interest and the balance on the capital, making the amount owed as of March 23, 2017 equal to $400,000. By resolution of the Board of Directors, the loan was last amended on February 25, 2016. The 2016 amendment provided for the loan to bear interest at a rate equal to the Bank of Canada’s prime rate plus 1% per annum and stipulates that the loan is repayable upon the earlier of (i) March 31, 2019 or (ii) thirty days preceding a targeted NASDAQ or NYSE listing date of Prometic’s shares.

 

 

5 Assuming a performance-based vesting at 100% (7,449,078 RSUs assuming a performance-based vesting at 150%)

6 Assuming a performance-based vesting at 100% (4,764,081 RSUs assuming a performance-based vesting at 150%)

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 57


Other than for Share Purchases

 

Indebtedness of Directors and Executive Officers other than for Share Purchases  

Name and Principal Position

   Involvement of the
Corporation or
Subsidiary
     Largest Amount
Outstanding During

the
2017 Financial Year
($)
     Amount Outstanding
as at March 22, 2018
($)
     Amount Forgiven
During the 2017
Financial Year
($)
 

Pierre Laurin

     Lender        5,206 1       0        —    

 

1

This amount was lent, without term, to Mr. Pierre Laurin as personal advances which bear no interest.

17. Directors and Officers Liability Insurance

The Corporation maintains Directors and officers liability insurance policies for the liability of its Directors and officers arising out of the performance of their duties and for the Corporation’s liability arising out of securities claims. The sum of the annual premiums amounts to $244,850 and is paid by the Corporation. The policies provide coverage in respect of a maximum total liability of $ 50,000,000 (primary and excess liability insurance), subject to a general deductible of $100,000 per loss, as well as specific exclusions, which are usually contained in insurance policies of this nature. The Corporation also maintains a concurrent liability insurance for the liability of its Directors and officers arising out of the performance of their duties, with limits of liability of $10,000,000 and subject to specific exclusions which are usually contained in insurance policies of this nature. The premium for said insurance amounts to $30,850 and is paid by the Corporation.

18. Interest of Informed Persons and Others in Material Transactions

Management of the Corporation is not aware of any direct or indirect material interest of (i) any director or executive officer of the Corporation or subsidiary of the Corporation, or (ii) any proposed director of the Corporation, or (iii) any person or company who beneficially owns, directly or indirectly, voting securities of the Corporation or who exercises control or direction over voting securities of the Corporation or a combination of both to which are attached more than 10% of the voting rights attached to all outstanding voting securities of the Corporation, or (iv) any associate or affiliate of any such person, in any transaction since the beginning of the 2017 Financial Year of the Corporation, or in any proposed transaction that has materially affected or would materially affect the Corporation or any of its subsidiaries.

 

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Page | 58    2017 Management Information Circular


STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Compliance with corporate governance guidelines is a fundamental element of the manner in which the Corporation operates its business and seeks to enhance shareholder value. The Board of Directors is committed to the highest standards of corporate governance practices. Its practices are in line with those of similar Canadian companies in its sector of activity and are annually reviewed by the Corporate Governance and Nominating Committee, who makes recommendations to the Board of Directors as appropriate. The Board of Directors is of the opinion that these practices essentially comply with applicable corporate governance guidelines and ensure transparency and effective governance to the Corporation.

 

 

1. Board of Directors

1.1 Board Mandate

The Board of Directors is responsible for the stewardship and strategic direction of the Corporation. It does not actively manage but rather supervises the management of the Corporation’s business and affairs, to ensure a consistent focus on increasing shareholder value. In exercising their powers and discharging their duties, the Directors shall (a) act honestly and in good faith with a view to the best interests of the Corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

To better discharge its responsibilities, the Board of Directors has established the three following standing committees: the Audit, Risk and Finance Committee (the “Audit, Risk and Finance Committee”), the Human Resources and Compensation Committee (the “HR and Compensation Committee”) and the Corporate Governance and Nominating Committee (the “Corporate Governance and Nominating Committee”, and collectively with the Audit, Risk and Finance Committee and the HR and Compensation Committee, the “Standing Committees”).

The Board has also constituted the following two advisory committees: the Defense Strategy Committee (the “Defense Strategy Committee”) which is responsible for ensuring the preparedness of the Corporation in the event of any unsolicited offer or proxy contest and the Plasma Strategy Development and Asset Monetization Committee (the “PSDAM Committee” and collectively with the Defense Strategy Committee, the “Advisory Committees”), which is responsible for supporting, reviewing and challenging the strategic planning process.

The responsibilities of the Board of Directors are fully described in the Board of Directors mandate attached as Schedule “A” to this Circular.

1.2 Independence

The Board of Directors determines the Directors’ independency according to Regulation 58-101 respecting disclosure of corporate governance practices as well as Regulation 52-110 respecting audit committees. Of the ten nominees for election to the Board of Directors, seven Directors are independent being Simon Geoffrey Best, Kenneth Galbraith, David John Jeans, Louise Ménard, Paul Mesburis, Kory Sorensen and Bruce Wendel. The three non-independent Directors are Pierre Laurin, Stefan Clulow and Charles N. Kenworthy, for the following reasons:

 

   

Mr. Pierre Laurin is President and CEO of the Corporation.

 

   

Mr. Stefan Clulow was nominated by Structured Alpha LP (“Structured Alpha”) to the Board, pursuant to a loan agreement entered into between the Corporation, certain of its affiliates, and Thomvest Asset Management Inc., (“Thomvest”) dated as of September 10, 2013, as amended and restated from time to time, and as assigned by Thomvest to its affiliate, Structured Alpha (the “Loan Agreement”). Pursuant to the Loan Agreement, Structured Alpha is entitled to nominate one person for election to the Board.

 

   

Mr. Charles N. Kenworthy was nominated to the Board by California Capital Equity, LLC (“CCE”) (an affiliate of Abraxis Bioscience International Holding Company, Inc.), pursuant to a securities purchase agreement (the “Purchase Agreement”) entered into between the Corporation and Abraxis Bioscience International Holding Company, Inc. on September 3, 2008. Pursuant to the Purchase Agreement, CCE is entitled to nominate one person for election to the Board.

 

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On an annual basis, each director has to declare whether he is independent, and all such declarations are reviewed by the Corporate Governance and Nominating Committee, which then makes recommendations to the Board in respect of the Board’s determination on the independence of Directors.

1.3 Independence of the Chairman of the Board

The Corporation has been led by an independent non-executive Chairman since 2011 when the positions of President and CEO and Chairman were separated to permit the Board to function independently of management. The position of Chairman of the Board has been held by Prof. Simon Best since May 2014.

1.4 Directors Serving Together

As of March 22, 2018, no Prometic Directors served together on any other public company board.

1.5 Meetings

The Board holds regularly-scheduled meetings as well as special meetings to review specific matters when needed. Special meetings are held by the Board to discuss and act on matters that need attention before the following regular meeting is held or that requires additional time, such as financing, material transactions or others business concerns arising. The Corporation and the Corporate Governance and Nominating Committee monitor Directors’ attendance at Board meetings and take participation into account with respect to candidates recommended for election to the Board at the annual meeting of the shareholders. The number of meetings of the Board and its committees held during the 2017 Financial Year and members’ attendance at these meetings is provided in the section “Nominees for Election to the Board of Directors”.

1.5.1 Sessions without Management

As further described in the Board of Directors mandate (attached hereto as Schedule “A”), the Directors also hold informal meetings without the presence of management at the end of each regularly scheduled Board or Standing Committee meeting or at other specified times during the year (“in-camera session(s)”). These sessions are chaired by the Chairman of the Board. The Directors generally have an in-camera session at the end of each regular Board meeting. The Directors may have in-camera session at the end of a special meeting as well, if necessary. There were six in-camera sessions held by the non-executive Directors during the regular meetings held in the 2017 Financial Year.

1.5.2 Sessions without Non-Independent Directors

The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. Where matters discussed may involve persons having a conflict of interest or potential conflict of interest, that person may not participate in or be permitted to hear the discussion of the matter at any meeting of directors except to disclose material facts and respond to questions. A director having a conflict of interest or potential conflict of interest will be counted in determining the presence of a quorum for purposes of the vote as per the Corporation’s articles of incorporation but will not vote on any resolution to approve such matter when the vote is taken. On occasions where it will be considered advisable, the Corporation’s independent directors may hold meetings at which non-independent directors and members of management are not in attendance. The independent directors are able to exercise their responsibilities for independent oversight of management by virtue of forming a majority of the Board. There was one meeting held by the independent Directors in the 2017 Financial Year.

 

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Page | 60    2017 Management Information Circular


Board / Committees

   Number of Meetings
held during the
2017 Financial Year
     Number of In-Camera
Sessions
held during the
2017 Financial Year
 

Board; regular meetings

     6 1       6  

Board; special meetings

     4 2       0  

Audit, Risk and Finance Committee

     5 3       5  

HR and Compensation Committee

     6        6  

HR and Compensation Committee; special meetings

     1        1  

Corporate Governance and Nominating Committee

     5        5  

Plasma Strategy Development and Asset Monetization (PSDAM) Committee

     4        3  

Defense Strategy Committee

     1        1  

 

1

Consists of five regular meetings and one strategic planning session.

2

During the 2017 Financial Year, the Board held four special meetings to mainly discuss and/or act on financing and trading.

3

The external lead audit partner (EY) attended four of the five regularly scheduled meetings held by the Audit, Risk and Financial Committee, which were related to the review of the Corporation’s quarterly and year-end financial statements.

1.5.3 Director Tenure

The Corporation has not instigated a board tenure policy given the length of tenure of the Directors currently serving on the Board (as illustrated below) which is well below the average tenure of directors of Canadian reporting issuers. The Board believes that some long-serving non-executive Directors continue to add value through their experience and organizational memory, having accumulated a deep understanding of the diverse and complex business of the Corporation and the industry in which it operates. They thereby improve the quality of corporate strategic decision-making. The Corporation also believes that having a core group of long-term Directors has been beneficial to board dynamics as well as to the relationship between the Chairman, Board and management. This core group also supports new Directors in acquiring the level of company-specific and industry knowledge required to contribute optimally to Board discussions.

Length of Tenure of the Corporation’s Directors

 

LOGO

1.5.4 Nomination of Directors

All Directors may submit a list of candidates for nomination as directors to the Corporate Governance and Nominating Committee of the Board. Its powers in relation to new candidates for board nomination are further described in the written mandate of the Corporate Governance and Nominating Committee, available on the Corporation’s website at www.prometic.com.

 

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If a candidacy is endorsed by the Corporate Governance and Nominating Committee, said nominee is submitted to the Board. The size of the Board is considered, in conjunction with the diversity of background, experience and qualifications of the Directors in order to ensure that the Board functions effectively. To encourage an objective nominating process, the Corporate Governance and Nominating Committee seeks the input of other Directors and senior management on new nominees to the Board and reviews potential candidates in light of board effectiveness assessment results.

1.5.5 Position Descriptions

The roles and responsibilities of the Chairman of the Board and each of its committees are provided in their written mandates. Each Chairman is responsible for overseeing the Board’s or the committee’s work, as applicable, to ensure that the Board or the relevant committee fulfils its mandate, role and responsibilities as set out in its written mandate, that the structure and mandate of the Board or committee are appropriate and adequate to fulfill its role, that it has the resources and relevant current information to carry out its tasks and that the calendar, organization and procedures of meetings of the Board or committee allow adequate time to examine and discuss matters set before the Board, or one of its designated committees, as applicable. The chairman of a committee acts as intermediary with senior management to establish the committee’s work program and ensures that the committee reports to the Board of Directors at each subsequent meeting on the deliberations, decisions and recommendations of the committee.

The Corporate Governance and Nominating Committee has developed, together with the CEO, a written position description for the CEO involving the delineation of his responsibilities. Such description is annually reviewed by the Corporate Governance and Nominating Committee and is approved by the Board. The CEO reports to the Board on a continuous and frequent basis in respect of any material developments, updated business strategy, as well as to provide regular financial and operating reports. Corporate objectives are agreed annually between the CEO and the Board. The CEO’s performance is assessed annually against these objectives. The positions descriptions/mandates are available on the Corporation’s website at www.prometic.com.

1.5.6 Orientation and Continuing Education

As soon as they have confirmed their interest in becoming directors of the Corporation, new potential nominees are invited to meet with the Chairman of the Board, the chairman of each Standing Committee of the Board (Audit, Risk and Finance Committee, HR and Compensation Committee and Corporate Governance and Nominating Committee) and senior executives before their candidacy is submitted to the shareholders. Orientation package is available to the Directors newly elected which includes full documentation on the business of the Corporation. In addition, members of management regularly inform Directors of available resources that may be of interest to them in carrying out their roles as directors and brief them on relevant developments, during, as well as, outside Board and committee meetings at which members of management are present. This includes regular and frequent reports on the evolution of the business of the Corporation and implementation of its strategic plan. The Directors are also invited to participate to in-house educational sessions. At least two such sessions are held annually. These sessions cover topics directly linked to the strategic corporate and business planning and are given by either internal or external expert professionals. During the 2017 Financial Year, three educational sessions were held:

 

Educational Sessions held during the 2017 Financial Year  

Date

  

Subject matter

   Attendance  

May 2017

   Strategies for building large independent global bio-pharma      92

August 2017

   Emerging trends in accounting      100 %1 

September 2017

   A CEO’s own experience in bringing foreign issuer to Nasdaq      92

 

1

Although this educational session was organized for the members of the Audit, Risk and Finance Committee, all the Directors were invited to participate. All of the members of the Audit, Risk and Finance Committees attended this educational session.

 

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Finally, during the 2017 Financial Year, the Board encouraged its Directors to attend appropriately targeted external training and continuing professional development programs and provided a budget to enable this.

 

 

2. Standing Committees

The Board carries out its mandate directly and through recommendations it receives from the Standing Committees, being the Audit, Risk and Finance Committee, the HR and Compensation Committee and the Corporate Governance and Nominating Committee.

Similarly, the Board also receives recommendations from the Advisory Committees as well as from management from time to time.

2.1 The Audit, Risk and Finance Committee

The Audit, Risk and Finance Committee is mainly responsible for the five following fundamental matters:

 

   

the Corporation’s financial reporting process and internal control systems;

 

   

the Corporation’s process to identify and manage risks:

 

   

the internal and external audit process;

 

   

the Corporation’s communication system to provide an open avenue of communication among the external auditors, the financial and senior management, the internal auditing department (if any), and the Board; and

 

   

the Corporation’s capital structure and its finance strategy and activities.

The Audit, Risk and Finance Committee review the interim and annual financial statements, Management’s Discussion and Analysis (MD&A) and other legally required public disclosure documents containing financial information.

EY was appointed as the Corporation’s auditor in 2009. The previous lead audit partner rotated out in 2017 as part of the standard auditor partner rotation process and a new lead partner was assigned to the audit. During the 2017 Financial Year, EY’s lead audit partner attended four of the five regularly scheduled meetings held by the Audit, Risk and Finance Committee, the fifth meeting dealing with internal matters only and not requiring the input of the external auditor.

In its oversight of the services rendered by the external auditors, which were performed by Ernst & Young (“EY”) for the 2017 Financial Year, the Audit, Risk and Finance Committee (i) discusses with EY its responsibilities in performing EY’s audit, its determination of areas of significant audit risk and related risk mitigation procedures, and reviews and approves its annual audit plan and associated fees; (ii) discusses with EY the key accounting risks and significant judgments made by management; (iii) receives written confirmation from EY of its independence; (iv) pre-approves all additional engagements with EY (including any non-audit services); (v) assesses, annually, EY’s performance. The Audit, Risk and Finance Committee is also involved in the assessment and selection of the Corporation’s external auditor.

The auditor’s fees are described in the 2017 AIF under the heading “External Auditor Services Fees”.

During the 2017 Financial Year, the Audit, Risk and Finance Committee reviewed certain positions relating to the accounting of:

 

   

equity and debt financings, and concurrent private placements;

 

   

going concern disclosures;

 

   

licence agreements; and

 

   

inventory capitalization.

 

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The Audit, Risk and Finance Committee also oversees the financial reporting processes and internal controls. This comprises keeping abreast of how management’s addresses changes in the operations and transactions to ensure that they are appropriately reflected in the financial disclosure documents and the internal controls put in place to address these changes. As part of this, the Committee reviews the activities of the internal audit department, including its organizational structure, resources and budget, the internal audit plan for the year and their report on their review and testing of Internal Controls over Financial Reporting (“ICFR”) and disclosure controls. It also considers any recommendations made by the external auditors regarding internal controls. In addition, the Committee reviews the quarterly internal reporting package prepared by management, understanding the key variances from budget and the impact on the financial condition.

Finally, in the accomplishment of its financial oversight, the Audit, Risk and Finance Committee, reviews and discusses the Corporation’s short and long-term financial plans, including the budgets, the management of tax matters and proposed issuance of equity, debt or other financial instruments.

The Audit, Risk and Finance Committee is composed of Mr. Paul Mesburis (Chairman), Prof. Simon Best, Mr. Andrew Bishop and Ms. Nancy Orr. The members are all independent directors and financially literate within the meaning of the Canadian Securities Administrators rules. The members also qualify as “audit committee financial experts” as defined by the U.S. Securities and Exchange Commission.

A further description of the composition of the Audit, Risk and Finance Committee and on the relevant education and experience of its members is set out in the Corporation’s 2017 AIF under the heading “Audit Committee – Relevant Education and Experience”.

2.2 The HR and Compensation Committee

The HR and Compensation Committee is responsible for assisting the Board of Directors in the discharge of its responsibilities regarding the recruitment, evaluation, compensation and succession planning for the Corporation’s CEO and Named Executive Officers. The HR and Compensation Committee makes recommendations to the Board regarding the design and implementation of incentive-compensation and equity-based plans that link pay to performance and that reflect an appropriate balance between the short- and long-term performance objectives.

The HR and Compensation Committee meets regularly throughout the year. At the end of each meeting or whenever deemed necessary, the HR and Compensation Committee holds an informal in-camera session without the presence of management. The Chairman of the HR and Compensation Committee presides over these sessions and informs management of the subjects discussed and any follow up action to be taken.

Each year, the HR and Compensation Committee prepares its annual work plan to ensure that it has completed an in-depth review of the Corporation’s human resource and compensation practices, conducted its duties and responsibilities as defined in the HR and Compensation Committee’s charter in a timely and efficient manner and completed all regulatory and internal reporting requirements.

The primary responsibility of the HR and Compensation Committee is to evaluate and/or review the performance of the senior executives, including the CEO, and to review their respective objectives and compensation. It must also review annually the Corporation’s executive compensation policies and programs, assess existing resources and plans to ensure that qualified personnel are available as required and oversee the succession planning for senior management. The HR and Compensation Committee also reviews Directors’ compensation and submits recommendations to the Board to recognize that such compensation reflects the responsibility and risks associated with such a position.

 

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The primary responsibilities of the HR and Compensation Committee below are presented to the Board of Directors annually for its review and approval:

 

   

Determine the composition of the Peer Group used for benchmarking and fixing compensation for Directors, the CEO and NEOs;

 

   

Propose independent consultants to review composition of the Peer Group, if deemed necessary by the committee;    

 

   

Determine compensation for Directors;

 

   

Revise the compensation policies and practices for CEO and NEOs using other market compensation surveys;

 

   

Determine the base salary and annual cash bonus for CEO;

 

   

Monitor and evaluate corporate performance in meeting the corporate long-term objectives;

 

   

Award RSUs and stock options for the CEO and NEOs under the LTIP based on their success in meeting defined targets;

 

   

Grant stock options to new hires, staff, executives and Directors of the Board, where applicable;

 

   

Determine the corporate short-term and long-term objectives;

 

   

Determine the short-term individual objectives for the CEO;

 

   

Review the succession plan and/or contingency plan;

 

   

Revise senior executives’ employment agreements;

 

   

Ensure proper orientation of new Board members;

 

   

Revise the delegation of authority; and

 

   

Consider severance policy best practices in executive compensation.

The HR and Compensation Committee is composed of Ms. Nancy Orr (Chairman), Prof. Simon Best, Mr. Kenneth Galbraith and Ms. Louise Menard, all of whom are independent directors.

Ms. Nancy Orr, Chairman of the HR and Compensation Committee, will not stand for re-election on the Board at the next Meeting to be held on May 9, 2018. The Corporate Governance and Nominating Committee is in the process of identifying and proposing to the Board a suitable successor to Ms. Orr.

All of the HR and Compensation Committee members have, to various degrees, experience in dealing with human resources matters:

Ms. Nancy Orr (Chairman) has been a member of the board and member of the Human Resources and Compensation Committee of Mercer International since 2013. From 2009 to 2012, she was a member of the board and member of the Human Resources and Compensation Committee of Dundee Wealth Management. From 1991 to 2007, Ms. Orr was President of Dynamis Group, a private company that developed large turnkey construction and infrastructure projects in Africa. As such, Ms. Orr participated in the design and oversight of compensation programs that had a high risk/reward ratio, and where compensation was highly performance-based.

Prof. Simon Best served as Chairman of the board and member on the Human Resources Committee of Entelos Inc., a London AIM listed company in predictive biosimulation for pharmaceutical and consumer product R&D. He also served as member of the Human Resources Committee of Ardana Plc, a United Kingdom LSE listed pharmaceutical company engaged in the discovery and development of products for human reproductive health. As such, Prof. Best operated best practices in compensation setting long-term incentive plans taking into account industry benchmarking and external surveys to align the interests of management with financial investors and other shareholders.

Mr. Kenneth Galbraith managed human resources function in QLT Inc., a biotech company of 400 employees up to his departure in 2000. He also chaired and served as a member of numerous compensation committees for public and private biotech companies in North America from 1999 to current.

Ms. Louise Ménard was a member of the human resources committee of the Société des Alcools du Québec (SAQ) from 2007 to October 2016. As such, Ms. Ménard was reviewing annually the performance-based compensation of the chief executive officer and senior officers as well as the annual corporate and personal objectives, the human resources policies and practices and senior officers’ employment contracts.

 

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2017 Management Information Circular    Page | 65


2.3 The Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is responsible for the development of the Corporation’s approach to governance issues and for ensuring that such approach supports the effective functioning of the Corporation with a view to its best interests.

The Corporate Governance and Nominating Committee assists the Board in fulfilling its responsibilities with respect to three fundamental issues:

 

   

monitoring the composition and performance of the Board and its committees;

 

   

overseeing the development and the regular assessment of the Corporation’s approach to corporate governance issues and ensuring that such approach supports the effective functioning of the Corporation with a view to the best interests of the Corporation’s shareholders and effective communication between the Board of Directors and management of the Corporation; and

 

   

overseeing the process, structure and effective system of accountability by management to the Board of Directors and by the Board of Directors to the shareholders, in accordance with applicable laws, regulations and industry standards for good governance practices.

2.3.1 Board Assessments

The Corporate Governance and Nominating Committee assesses annually, through written questionnaires, the effectiveness and performance of individual Directors, the Chairman of the Board, the Board as a whole, the Board committees as well as their chairmans. The results are compiled on a confidential basis and are reviewed, analyzed and discussed by the Corporate Governance and Nominating Committee and reported to the Board. These surveys include the Directors’ views on several topics such as the organization and the efficiency of the Board meetings, the communication process between the Board and management/CEO, the appropriate size of the Board as well as the level of contribution of its Directors. In addition, the committee assesses the functioning of the Board committees, the qualifications and experience that should be represented on the Board and those that should be considered in assessing new nominees to the Board. The Directors also conduct their self-evaluation and the evaluation of their peers which are reviewed on a confidential basis respectively by the Chairman of the Board and the Chairman of the Corporate Governance and Nominating Committee. These assessment/evaluations are done internally to benefit from direct and personal input.

The Corporation’s disclosure of corporate governance practices is reviewed annually by the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee meets regularly throughout the year. At the end of each meeting or whenever deemed necessary, the Corporate Governance and Nominating Committee holds an informal in-camera session without the presence of management. The Chairman presides over these sessions and informs management of the subjects discussed and of follow-up actions to be taken, if any.

The Corporate Governance and Nominating Committee is composed of Ms. Louise Ménard (Chairman), Prof. Simon Best, Mr. David John Jeans and Mr. Paul Mesburis, all of whom are independent directors.

2.4 Standing Committees’ Charters

The texts of the above Standing Committees’ charters are available on the Corporation‘s website at www.prometic.com. The Audit, Risk and Finance Committee’s charter is also available in the 2017 AIF. Furthermore, a copy of the charters may be obtained upon request, which should be addressed to the Corporate Secretary of the Corporation at 440 Armand-Frappier Blvd., Suite 300, Laval, Québec, H7V 4B4 (Telephone: 450-781-0115 or Fax: 450-781-4457). The Corporation may require the payment of a reasonable charge if the request is made by a person other than a holder of securities of the Corporation.

 

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3 Other Committees

3.1 Plasma Strategy Development and Asset Monetization Committee

The Strategy Development and Asset Monetization Committee (PSDAM Committee) acts as a sounding-board for management during external negotiations with respect to the commercialization of its plasma-derives (e.g. negotiating licensing deals). It also ensures that management’s strategic recommendations to the Board are well-supported by thorough analysis and appropriately documented. The PSDAM Committee is composed of Prof. Simon Best (Chairman), Mr. Stefan Clulow, Mr. Kenneth Galbraith, Mr. David John Jeans, Mr. Pierre Laurin and Mr. Bruce Wendel.7

3.2 Defense Strategy Committee

The Defense Strategy Committee is responsible for ensuring the preparedness of the Corporation in the event of any unsolicited offer or proxy contest. The Defense Strategy Committee is composed of Prof. Simon Best (Chairman), Mr. Andrew Bishop, Ms. Louise Ménard (Chairman of the Corporate Governance and Nominating Committee), Mr. Paul Mesburis (Chairman of the Audit, Risk and Finance Committee) and Ms. Nancy Orr (Chairman of the HR and Compensation Committee.

 

 

4 Director Selection Process

The Corporation develops and reviews the criteria for selecting directors by annually assessing the competencies, skills, personal qualities, availability, gender diversity, business background and experience of its existing Directors and maintains a list of potential candidates that is updated regularly throughout the year and officially reviewed by the Corporate Governance and Nominating Committee at least once a year.

The Corporate Governance and Nominating Committee, together with the Chairman of the Board, are responsible for identifying new candidates to stand for election as directors and the slate of existing Directors standing for re-election. For the nominees who are already Directors, an annual evaluation is conducted by the Corporate Governance and Nominating Committee in order to assess the effectiveness of the functioning of the Board as a whole, its committees, its chairman and individual Directors as well as an annual self-assessment and assessment by peers.

In order to reflect the increasing diversity of the Corporation’s activities and scope of operations, the Corporation has modified its mix of directors over the past years to reflect a more complementary mix of professional skills and the broader geographic scope of its global activities.

4.1 Skills Matrix

As part of the process to identify board candidates, the Corporate Governance and Nominating Committee has developed a competency matrix based on knowledge, types of expertise and geographical representation, and identifies any gaps in director skills at the board level. The Board also takes into consideration business experience, diversity of gender as well as independence, qualifications, financial acumen, and board dynamics. This competency matrix is reviewed annually by the Chairman of the Board with the Corporate Governance and Nominating Committee, and is updated as required.

The following table identifies some of the skills that constitute part of the skills matrix used by the Corporate Governance and Nominating Committees as well as the top three skills possessed by the Directors.

 

 

7

The strategy development and asset monetization for the small molecule portfolio has been undertaken by the board of directors of the Corporation’s UK entity, Prometic Pharma SMT Limited (“PSMT”). The board of directors of PSMT is composed of Prof. Simon Best (Chairman), Mr. Stefan Clulow, Mr. Kenneth Galbraith, Mr. David John Jeans, Mr. Bruce Wendel, and 3 SEOs, Mr. Pierre Laurin, Mr. Bruce Pritchard and Mr. Patrick Sartore.

 

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2017 Management Information Circular    Page | 67


Skills Matrix
    Top Three Competencies   Representativeness
    Pharma Industry                                

Nominees

  Scientific   Intellectual
Property
  Risk
Management
  Finance /
Accounting
  Financing
Transaction
  Legal   Human
Resources
  Business
Administration
  Geographic   Gender
(M/F)
  Age

Simon Geoffrey Best

                  UK   M   61

Andrew Bishop1

                  CA   M   52

Stefan Clulow

                  CA   M   47

Kenneth Galbraith

                  CA   M   55

David John Jeans

                  UK   M   68

Charles N. Kenworthy

                  US   M   60

Pierre Laurin

 
                CA   M   57

Louise Ménard

                  CA   F   69

Paul Mesburis

                  CA   M   48

John Moran2

                  US   M   72

Nancy Orr3

                  CA   F   67

Bruce Wendel

                  US   M   64

 

 

1

Mr. Andrew Bishop will not stand for re-election on the Board at the next Annual General and Special Meeting of Shareholders on May 9, 2018.

2

Dr. John Moran will not stand for re-election on the Board at the next Annual General and Special Meeting of Shareholders on May 9, 2018.

3

Ms. Nancy Orr will not stand for re-election on the Board at the next Annual General and Special Meeting of Shareholders on May 9, 2018.

 

 

5 Diversity and Gender Balance

5.1 Board

The Corporation believes that drawing from a broad range and variety of perspectives is beneficial to the Corporation’s success and helps it achieve its objectives in terms of efficiency for the benefit of its shareholders. Therefore, the Corporation is committed to increasing diversity of its Directors over time and, as such, supports initiatives aimed at identifying candidates who meet diversity criteria. While the Corporation has not adopted a written Board Diversity Policy per se, it has embraced a broad definition of diversity that encompasses factors such as ethnicity, gender, training, personal attributes and life experiences and gender diversity is one of the criteria embedded in the director identification and selection process. However, recommendations for election and appointment are made on merit, in light of the skills, experience, independence and knowledge that the Board of Directors, as a whole, requires to be most effective with regards to the current Board’s composition and the Corporation’s current and future plans and objectives, as well as anticipated regulatory and market developments. The Board must retain the flexibility to add qualified directors. The necessity of obtaining the right synergy and balance among Directors so as to optimize the Board’s ability to meet the challenges faced by the Corporation is also paramount.

 

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Even if the Corporation does not have a Board Diversity Policy nor specific targets, it nevertheless believes that it is in the best interests of the Corporation to consider the level of representation of women on the Board and to proactively search for well-qualified female candidates for consideration on short-lists when Board or senior employment opportunities arise.

The Corporation has always encouraged the representation of women on the Board. In the last six years, the Corporation has had between one and three women on its Board with a current representation of two women Directors, representing 17% of the Directors. The Corporate Governance and Nominating Committee is cognizant that the departure of Ms. Nancy Orr decreases the representation of women on its Board; accordingly, the Corporate Governance and Nominating Committe identified a qualified female board candidate to replace Ms. Orr on the slate of directors (see section Nominees for Election to the Board of Directors on page 20).

5.2 Senior Management

The Corporation does not currently have a target for the number of women among its senior executive officers as it does not feel such targets are necessary at this time. The Corporation is however committed to promoting diversity and inclusion at all levels of organization and does take into account the level of representation of women when making executive officer appointments.

Although there are presently no women among the senior executive officers of the Corporation, no less than 15 women hold a leadership position (8 directors, 5 senior directors and 2 vice-presidents) and assume management responsibilities. Because of the limited size of the senior executive team and the need to ensure that recruitment efforts and appointments are primarily based on the merits of the individuals and the needs of the Corporation at the relevant time, the Board has decided not to set targets regarding the representation of women in senior executive officer positions. However, the Board is committed to equality of opportunity and to the recruitment, retention, development and promotion of qualified female candidates among its workforce, including at the highest level. In that respect, the Corporation has adopted an Equal Opportunities Policy by virtue of which the Corporation is committed to and supports the principle of equal opportunities in employment.

5.3 Equal Opportunities Policy

The Corporation is committed to and supports the principle of equal opportunities in employment. The Corporation opposes to all forms of unlawful or unfair direct or indirect discrimination on the grounds of sex, ethnic or national origins, religion or political beliefs, disability, marital status, age and sexual orientation. The Corporation believes that it is in the best interest of the Corporation and all those who work for the Corporation to ensure that the talents and skills of people throughout the community are considered when employment opportunities arise.

The Corporation takes every step to ensure that individuals are treated equally and fairly, and decisions on recruitment and selection, training, secondment, promotion, career development and employee relations are taken solely on job-related criteria.

 

 

6 Succession Planning

The Corporation’s succession planning aims to ensure that there is a pipeline of leaders in the organization to drive both short-term and long-term performance and the right talent in the right roles to execute on the Corporation’s business strategy. While the Corporation’s succession planning used to focus more on emergency plan in case of unforeseen circumstances, such as the departure of an officer in a key leadership role, the efforts have been recently focused on identifying and developing key talent at the executive level, analyzing the succession pipeline from an expertise and diversity perspective and initiating action plans to address actual or future potential gaps. Due the growth and expansion of the Corporation over the years and the creation of new positions, the number of members on the senior executive team was increased as a result of such succession process.

 

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7 Code of Ethics and Business Conduct

The Board of Directors has adopted a Code of Ethics and Business Conduct (the “Code”) applicable to all Directors, officers, employees and consultants of the Corporation and members of its group. The Code is available on request to the Corporate Secretary of the Corporation at its principal business office and is posted on the Corporation’s website at www.prometic.com as well as on SEDAR website at www.sedar.com. The Board has the overall responsibility to monitor compliance with the Code. It generally outlines standards of conduct that must be met in carrying out one’s functions, including in relation to (i) general conduct and behavior (loyalty, ethics and respectful behavior), (ii) Directors’ fiduciary duties, (iii) the integrity of books and records, (iv) responsibilities of representatives, (v) conflict of interest principles and procedures, (vi) harassment and discrimination, (vii) compliance with laws, rules and regulations including the Foreign Corrupt Practices Act (FCPA), (viii) the protection of intellectual property, (ix) the Corporation’s compliance program, (x) complaints procedures and reporting code violations, (xi) sanctions and consequences of departures from the Code, and (xii) Board monitoring and waivers.

The Code contains standards of conduct to avoid or properly declare conflicts of interest. In addition, in the event that a director may have a material interest in transactions and agreements, such director is expected to declare his/her interest and otherwise act as prescribed by the CBCA, and as circumstances warrant, to abstain from voting on the approval of such transactions and agreements. The Audit, Risk and Finance Committee and the Corporate Governance and Nominating Committee may grant waivers of provisions of the Code to Directors and senior officers, while certain members of management may grant waivers to employees. The Code is supplemented by a complaint reporting policy, pursuant to which persons in charge of the administration of the policy report annually to the Chairman of the Audit, Risk and Finance Committee on complaints relating to accounting, audit and internal control matters and to the Chairman of the Corporate Governance and Nominating Committee on complaints relating to other matters. During the 2017 Financial Year, no complaints related to the Code were received, and there were no material change reports filed that pertain to any conduct of a director or executive officer that constitutes a departure from the Code.

 

 

8 Shareholder Proposals

The CBCA provides, in effect, that a registered holder or beneficial owner of Common Shares entitled to vote at an annual meeting of the Corporation may submit to the Corporation notice of any matter that the person proposes to raise at the meeting (the “Proposal”) and discuss at the meeting any matter in respect of which the person would have been entitled to submit a Proposal. The CBCA further provides, in effect, that the Corporation must set out the Proposal in its management information circular along with, if so requested by the person who makes the Proposal, a statement in support of the Proposal by such person. However, the Corporation will not be required to set out the Proposal in its management information circular or include a supporting statement if, among other things, the Proposal is not submitted to the Corporation at least ninety (90) days before the anniversary date of the notice of meeting that was sent to the shareholders in connection with the previous annual meeting of shareholders of the Corporation. The deadline for submitting a proposal to the Corporation in connection with the next annual meeting of shareholders is December 24, 2018.

The foregoing is a summary only; shareholders should carefully review the provisions of the CBCA relating to Proposals and consult with a legal advisor.

 

 

9 Additional Information

The Corporation is a reporting issuer under the securities acts of all provinces of Canada and is thereby required to file financial statements and management information circulars with the various securities commissions in such provinces. The Corporation also files an annual information form annually with such securities commissions. Financial information is provided in the Corporation’s comparative financial statements and Management’s Discussion and Analysis for its most recently completed financial year. Copies of the Corporation’s latest annual

 

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information form, latest audited financial statements, interim financial statements filed since the date of the latest audited financial statements, latest Management’s Discussion and Analysis, and latest management information circular may be obtained upon request or on the website www.sedar.com. Requests should be addressed to the Corporate Secretary of the Corporation at 440 Armand-Frappier Blvd., Suite 300, Laval, Québec, H7V 4B4 (Telephone: 450-781-0115 or Fax: 450-781-4457). The Corporation may require the payment of a reasonable charge when the request is made by a person other than a holder of securities of the Corporation. Additional information relating to the Corporation may be found on the website www.sedar.com.

 

 

10 Directors’ Approval

The Board of Directors has approved the content of this Circular including any attached schedules hereto and the sending of it to each shareholder entitled to receive the Notice of the Meeting, to each director and to the auditors of the Corporation.

(s) Patrick Sartore

Patrick Sartore

Chief Legal Officer and Corporate Secretary

Laval, Québec, March 22, 2018.

 

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Schedule “A”

Board of Directors Mandate

 

I.

PURPOSE

The Board of Directors (the “Board”) of Prometic Life Sciences Inc. (the “Corporation”) is ultimately responsible for the stewardship of the Corporation and its subsidiaries as a whole. It does not actively manage but rather supervises the management of the Corporation’s business and affairs, to ensure a consistent focus on increasing shareholder value. In exercising their powers and discharging their duties, the Directors shall (a) act honestly and in good faith with a view to the best interests of the Corporation and all stakeholders; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

In accordance with the Canada Business Corporations Act, the Board may delegate certain responsibilities to the Board committees as well as the prior analysis and development of options and recommendations regarding any issues it is responsible for. However, such delegation does not remove the Board’s general oversights responsibilities of the Corporation. The Board of Directors shall establish the three (3) following standing committees: the Corporate Governance and Nominating Committee, the Human Resources and Compensation Committee and the Audit, Risk and Finance Committee.

The Board has delegated the approval of certain matters to the Management of the Corporation pursuant to its Delegation of Authority, as amended from time to time.

In discharging its mandate, the Board of Directors may engage the services of outside advisors at the expense of the Corporation. The Board also allows any Board committee or director to engage the services of an outside advisor at the expense of the Corporation, to adequately carry out such Committee’s duties, where the circumstances so warrant. Any Board committee or director shall obtain Board of Directors’ written approval before engaging the services of an outside advisor.

 

II.

MANDATE

To fulfill its mandate, the Board of Directors assumes responsibility for the following matters:

Strategy Development

Initially adopt and annually review a strategic planning process and strategic directions arising therefrom, taking into account, among other things, the opportunities and risks of the business of the Corporation, as well as review annually the critical assessment of these directions, of the actions taken to achieve them and the results of such actions.

Human Resources, Compensation and Performance Assessment

 

1

Oversee succession planning, including the appointment, training and monitoring of the Chairman, the Directors, the CEO and other executive officers of the Corporation.

 

2

Together with the CEO, approve corporate goals and objectives that the CEO is responsible for meeting and assess the CEO against these goals and objectives.

 

3

With input from a committee of the Board of Directors comprised of a majority of independent directors, review the adequacy and form of the compensation of the Chairman, executive officers and directors, with such compensation realistically reflecting the responsibilities and risks of such positions and comparison with a relevant group of peer companies in Canada, the USA and the UK.

 

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4

On an annual basis, (i) designate the senior executives officers of the Corporation, (ii) select and appoint as executive officers fully competent persons to such offices to manage the business and affairs of the Corporation, and (iii) assess the performance of the CEO.

 

5

Ensure that processes are implemented by the CEO to assess the executive officers.

 

6

Together with the CEO, develop position descriptions for the Chairman of the Board, the chairman of each committee of the Board and for the CEO.

Financial Matters, Risk Management and Internal Control

 

1

Identify the principal risks inherent in the activities of the Corporation and assessing the implementation of appropriate systems to manage these risks.

 

2

Oversee the integrity of internal controls and management information technology systems.

 

3

Adopt budgets and financial results of the Corporation, monitor compliance with accounting standards and the integrity and adequacy of financial information disclosure.

 

4

Upon the Audit, Risk and Finance Committee’s recommendation, (i) select the external auditors to be nominated for appointment by the shareholders of the Corporation, and (ii) approve fees and other compensation to be paid to the external auditors.

 

5

Determine the appropriateness of declaring dividends and the declaration of dividends, where appropriate.

 

6

Agree annual Internal Audit objectives with the COO and CFO, receive Internal Audit reports and ensure that any remedial actions or adoption of new control measures are implemented effectively.

Corporate Governance Matters

 

1

To the extent feasible, satisfying itself as to the integrity of the CEO and other executive officers and that the CEO and other executive officers create a culture of integrity throughout the organization.

 

2

Establish and review annually corporate communication policies with respect to the following: (i) how the Corporation interacts with analysts, investors, other key stakeholders and the public; (ii) measures for the Corporation to comply with its continuous and timely disclosure obligations and to avoid selective disclosure and (iii) tipping and the purchase and sale of securities of the Corporation by insiders and other persons with a special relationship with the Corporation.

 

3

Adopt measures for receiving feedback from security holders.

 

4

Adopt and annually review a written code of business conduct and ethics for the Corporation that governs the behaviour of Directors, officers and employees with standards reasonably designed to promote integrity and deter wrongdoing, monitor compliance with the code and grant any waivers from compliance with the code for Directors and executive officers.

 

5

Implement structures and procedures that ensure that the Board of Directors can function independently of management.

 

6

During a Board meeting, appoint an independent director as Chairman or “lead director” of the Board should the Board consider the Chairman’s independent judgment is biased, to ensure that the Board will successfully carry out its duties.

 

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7

For each member of the Board of Directors, act as representatives of the Corporation in: (i) enhancing the organization’s public image, firm reputation and credibility, (ii) providing contacts/network to the Corporation, (iii) being loyal to the Corporation, (iv) supporting the decisions of the majority the Board of Directors, and (v) identifying, evaluating and carrying out profitable business opportunities for the Corporation, as well as providing the Corporation with information on the market in which it operates.

 

8

Appoint committees of the Board of Directors, determine their mandates and select their members and chairman.

 

9

Adopt and annually review mandates and work program for each of the Board’s committees.

 

10

Assign to a committee of Directors comprised of a majority of independent directors, the general responsibility for developing the Corporation’s approach to governance issues, including developing a set of corporate governance principles, guidelines and practices that are specifically applicable to the Corporation.

 

11

Assess annually the effectiveness of the Board of Directors, the committees of the Board, the Chairman as well as the Directors.

 

12

Ensure that all new Directors receive comprehensive orientation to fully understand the role of the Board of Directors and its committees, as well as the contribution individual Directors are expected to make (including, in particular, the commitment of time and energy that the Corporation expects from its Directors) and the nature and operation of the Corporation’s business and the industry within which it operates.

 

13

Examine annually the size and composition of the Board and its Committees, with a view to having a diversity of gender, geography, background and skills to ensure a wide-variety of perspectives, experience and expertise to achieve effective stewardship and facilitate effective decision-making and ensure the planned retirement of Directors as necessary to maintain an optimal mix of skills, competencies, recent experience and contact-networks.

 

14

Perform and carry out any other duties assigned to the Board of Directors pursuant to the Corporation’s certificate and statutes of incorporation, by-laws, governing law and other applicable statutes, regulations, rules and norms as amended from time to time.

 

15

Keep records of its activities, meetings, etc. at the office of the Corporate Secretary.

 

III.

COMPOSITION

The Board of Directors is comprised of a minimum of three (3) directors and a maximum of fifteen (15) in accordance with the articles of the Corporation and applicable laws, but its quorum must at all times be comprised of at least two independent directors.

The Board of Directors should be constituted with a majority of individuals who qualify as independent directors. A director is independent if such director has no material relationship with the Corporation, as defined in s. 1.4 of Regulation 52-110 respecting Audit Committees as amended from time to time. If the Corporation has a significant shareholder, the Board of Directors should include in addition a number of directors who do not have interests in or relationships with either the Corporation or the significant shareholder (i.e. a shareholder with the ability to exercise a majority of the votes for the election of the Board of Directors) and which fairly reflects the investment in the Corporation by shareholders other than the significant shareholder.

The application of the definition of “independent director” to the circumstances of each individual director, for the purposes of and as defined in the preceding paragraph, is the responsibility of the Board of Directors. The Board is also required to identify which directors are independent and obtain and provide a description of the material relationship between each director who is not independent and the Corporation.

 

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IV.

MEETINGS

To efficiently discharge its duties, the Board of Directors meets periodically (at least once per quarter), and the committees of the Board of Directors meet between these meetings as circumstances dictate.

The Board of Directors holds, at least once a year, an informal meeting without management being present. Such meetings can be held, if the Board of Directors so wishes, at the end of each meeting of the Board or at other specified times during the year (“in-camera session(s)”). During an in-camera session, a secretary should be designated amongst the directors present at said session in order to record any decision made by the directors. The CEO must be invited at the end of an in-camera session to be informed of any such decision and have the opportunity to comment thereon, in the event that a decision was taken. If further discussions between the directors are needed following the CEO’s comments, the CEO must leave the session and must be informed of the final decision immediately thereafter.

 

V.

WORK PROGRAM

The Board of Directors annually establishes a work program in order to fix a schedule to fulfill its responsibilities pursuant to the content of this charter. The Board of Directors uses such work program, inter alia, to evaluate its compliance with this charter.

 

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Schedule “B”

Stock Option Plan

Increase of Maximum Number of Common Shares

Reserved for Issuance

BE IT RESOLVED:

 

1

THAT the Amendment to the Stock Option Plan approved by the Board of Directors on March 22, 2018, be and it is hereby approved, ratified and confirmed so as to increase the maximum number of Common Shares reserved for issuance under the Stock Option Plan by 7,200,000 Common Shares from 33,434,585 to 40,634,585; and

 

2

THAT the Board of Directors of the Corporation be and is hereby authorized, without further notice, to cause all measures to be taken, such further documents to be executed as may be deemed necessary or advisable to give effect to and fully carry out the intent of this resolution.”

 

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Schedule “C”

Summary of the Option Plan

The Corporation has put in place a stock option plan (the “Option Plan”) for the benefit of eligible directors, officers, employees and service providers of the Corporation and its subsidiaries, as designated from time to time by the Board of the Corporation (the “Beneficiaries”), so as to encourage them to promote the business and affairs of the Corporation to the best of their abilities. Under the Option Plan, the Beneficiaries are granted, by means of stock options, the right to purchase common shares of the Corporation (“Common Shares”) for cash. The Option Plan provides that the Board may grant options to Beneficiaries on terms that the Board may determine within the limitations defined in the Option Plan, including terms with respect to the vesting of options granted.

The maximum number of shares reserved for issuance under the Option Plan is 33,434,585, which represents approximately 4.71% of the total number of Common Shares issued and outstanding as of December 31, 2017. On March 22, 2018, the Board of Directors approved an amendment to the Option Plan in order to increase the maximum number of Common Shares reserved for issuance thereunder. See section “Amendment to the Stock Option Plan” on page 12 as well as Schedule “B” for additional information.

On March 22, 2018, the Board of Directors modified the Option Plan to mainly clarify the dispositions related to the non-executive directors’ participation limit. Shareholder approval is not required for such amendment given that the Board of Directors has the full power and authority to amend the Option Plan with respect to any limitation of conditions on participation in the Option Plan. To that effect, the aggregate value of the participation in equity plans of any one non-executive director in any 12-month period shall not exceed $150,000 CAD at the date of grant, of which no more than $100,000 CAD can be provided in the form of stock options. Other minor amendments were brought to the Option Plan to clarify certain dispositions, which do not require shareholders’ approval as per the provisions related to the amendments of the plan under the Option Plan.

Burn Rate

The stock options granted to eligible employees of Prometic resulted in the following annual burn rate8 in each of the last three financial years: 2017:0.57%; 2016: 0.50%; 2015: 0.55%.

Limitation

 

i.

The total number of Common Shares to be optioned under the Option Plan to any one individual shall not exceed five percent (5%) of the total of the issued and outstanding Shares;

 

ii.

The total number of Common Shares to be optioned shall not exceed the number of Common Shares reserved for issuance under the Option Plan;

 

iii.

The total number of Shares i) issued to Insiders of Prometic within any one-year period, and ii) issuable to Insiders of Prometic, at any time, under the Option Plan or when combined with all other security based compensation arrangements of Prometic (collectively, the “Share-Based Plans”), cannot exceed ten percent (10%) of the issued and outstanding Common Shares; and

 

iv.

The total number of Common Shares issued to any one Insider under the Share-Based Plans (less Common Shares already issued as compensation to Insiders) within a one-year period shall not exceed five percent (5%) of the Common Shares outstanding on the date of issuance of such Shares.

 

 

8 

The burn rate is calculated by dividing the number of stock options granted during the relevant financial year by the weighted average number of Common Shares outstanding for the applicable financial year.

 

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Granting Procedures

Under the Compensation Policy, options to purchase Common Shares are granted to all new employees, including executives, on commencement of employment. The number of options so granted will vary depending on the employee’s position and responsibilities within the Corporation.

Subject to the number of Common Shares available for issuance under the Option Plan and to applicable regulations, stock options are granted annually to executives by the Board based upon recommendation by the HR and Compensation Committee. The purpose of these annual grants is i) to motivate and retain executives, to sustain a commitment to long-term profitability and to maximize shareholder value and ii) to recognize and reward individual performance.

The President and CEO assists the HR and Compensation Committee in determining the number of options granted to the Named Executives Officers (the “NEOs”). The number of options granted is determined based on the NEO’s position and responsibility level in the Corporation and the President and CEO’s assessment of the overall performance of each NEO for the previous financial year, without taking into account the number of options already held by such NEO.

The number of options to be granted to the President and CEO is recommended by the HR and Compensation Committee and approved by the Board.

The strike price, the vesting conditions and the terms of options are determined by the Board at the time of the grant each year, upon recommendation by the HR and Compensation Committee.

Option Price

The Board of the Corporation has the authority under the Option Plan to establish the option price at the time each option is granted, which may not be less than the volume-weighted average trading price of the Common Shares on the Toronto Stock Exchange, or another stock exchange where the majority of the trading volume and value of the Common Shares occurs, for the last five (5) trading days immediately preceding the day on which the option is granted, which is outside of a blackout period. The volume-weighted average trading price of the Common Shares is calculated by dividing the total value by the total volume of Common Shares traded for the relevant period.

Vesting and Term

Under the Option Plan, the period during which an option is exercisable shall not, subject to the provisions of the Plan, exceed ten (10) years from the date the option is granted. In the absence of any other specifications made by the Board at the time of the grant, an option shall expire five (5) years following its date of grant.

Should the expiration of the term of an option or the exercise period fall within a period during which designated employees of the Corporation cannot trade the Common Shares pursuant to the Corporation’s insider trading policy which is in effect at that time, the Option Plan provides that such expiration date or exercise period shall be automatically extended without any further act or formality to that date which is the tenth (10th) business day after the end of the blackout period, such tenth (10th) business day to be considered the expiration of the term of such option for all purposes under the Option Plan, and said “ten business day period” may not be extended by the Board.

November 2012 to May 2017

All options granted by the Corporation between November 12, 2012 and May 18, 2017 under the Option Plan have a five year term. These options granted under the Option Plan may be exercised in whole or in part within the periods stipulated by the Board or, failing such stipulation, on a cumulative basis staggered over a five-year period at a rate of twenty-five percent (25%) per annum calculated from the date the options are granted.

Since May 2017

All options granted by the Corporation after May 18, 2017 under the Option Plan have a ten year term to better reflect the long term developing cycle of our therapeutics and provide an ability for executives to focus on longer-term value creation.

 

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Tax

Under the Option Plan, each optionee shall be responsible for paying all income and other taxes applicable to transactions involving the options, including, without limitation, any taxes payable on exercise of the options, the sale or other disposition of the Corporation’s Shares, or other distributions paid on the Common Shares.

Effect of Termination

The provisions of the Option Plan provide that:

 

i.

if a Beneficiary ceases to be an eligible person under the Option Plan for any reason whatsoever other than death, termination for cause or retirement at normal retirement age in the country of residence of the optionee or resignation, each vested option held by such Beneficiary will cease to be exercisable upon expiration of the term of the option, unless otherwise determined by the Board, by resolution;

 

ii.

if a Beneficiary dies, his legal successor may exercise the Beneficiary’s vested options prior to the expiration of the term of the options. Upon an optionee’s resignation of employment, any vested options shall be exercisable within ninety (90) days following such resignation or prior to the expiration of the term option, whichever occurs earlier;

 

iii.

upon termination of employment for cause or a Beneficiary being removed from office as a director for cause or disqualified by law, any vested and unvested option granted to him shall terminate forthwith; and

 

iv.

upon an optionee ceasing to be a director or officer of the Corporation other than by reason of his being removed or becoming disqualified from a director or officer by law, any vested options granted to such optionee may be exercised prior to the expiration of the term of the option and such option shall vest, pro rata to his time served on the Board, on a quarterly basis and become fully vested after a year.

Non-assignability of Options

Each option granted hereunder is personal to the optionee and shall not be assignable or transferable by the optionee, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased optionee.

No option granted hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of on pain of nullity; each option granted hereunder may be exercised only the optionee.

Amendments, Suspension and Discontinuation of the Option Plan

The Board shall have full power and authority to amend, suspend or discontinue the Option Plan at any time, or the terms of any previously granted option, without obtaining shareholder approval, including without limitations, the following type of amendments:

 

i.

any limitation of conditions on participation in the Option Plan (other than to the eligibility for participation);

 

ii.

any amendment to any terms upon which options may be granted and exercised, including but not limited to, the terms relating to the amount and payment of the option price, vesting, expiry and adjustment of options, or the addition or amendment of terms relating to the provision of financial assistance to optionees or of any cashless exercise features;

 

iii.

any amendment to the Option Plan to permit the granting of deferred or restricted share units under the Plan or to add or to amend any other provisions which would result in Beneficiaries receiving securities of the Corporation while no cash consideration is received by the Corporation;

 

iv.

any change that is necessary or desirable to comply with applicable laws, rules or regulations or any stock exchange on which the shares of the Corporation are listed;

 

v.

any correction or rectification of any ambiguity, defective provision, error or omission in the Option Plan;

 

vi.

any amendment to the definitions contained in the Option Plan and any other amendments of a clerical nature; and

 

vii.

any amendment to the terms relating to the administration of the Option Plan

 

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provided that such amendments to the terms of any previously granted option may not lead to significant or unreasonable dilution in the Corporation’s outstanding securities or provide additional benefits to eligible Beneficiaries, especially insiders, at the expense of the Corporation and its existing security holders, in which case approval of the shareholders of the Corporation must be obtained.

The prior approval of the holders of a majority of the votes attached to all shares of the Corporation is required if the amendments relate to the following:

 

i.

any amendment to increase the maximum number of Common Shares issuable under the Option Plan, except for adjustments in the event that such Common Shares are subdivided, consolidated, converted or reclassified by the Corporation or that any other action of a similar nature affecting such Common Shares is taken by the Corporation;

 

ii.

any amendment to reduce the exercise price or purchase price of any option;

 

iii.

any amendment to extend the term of any option;

 

iv.

any amendment to make a change to the class of persons eligible to participate under the Option Plan; and

 

v.

any amendment which would permit any option granted under the Option Plan to be transferable or assignable other than by will or under succession laws (estate settlement)

provided that Common Shares held directly or indirectly by insiders benefiting from the amendments in (ii) and (iii) shall be excluded when obtaining such shareholder approval.

Adjustment to Common Shares Subject to the Option Plan

In the event the Corporation proposes to amalgamate, merge or consolidate with any other corporation (other than with a wholly-owned subsidiary of the Corporation) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Common Shares or any part thereof shall be made to all holders of Common Shares, Corporation shall have the right, upon written notice thereof to each optionee holding options under the Option Plan, to permit the exercise of all such options within the thirty day period next following the date of such notice and to determine that upon the expiration of such thirty day period, all rights of optionees to such options or to exercise same (to the extent not therefore exercised) shall ipso facto terminate and cease to have any further force or effect whatsoever.

The text of the Corporation’s Stock Option Plan can be found on SEDAR at www.sedar.com.

 

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Schedule “D”

Restricted Share Unit Plan

Increase of Maximum Number of Common Shares

Reserved for Issuance

BE IT RESOLVED THAT:

 

1

the Amendment to the Restricted Share Unit Plan approved by the Board of Directors on March 22, 2018, be and it is hereby approved, ratified and confirmed so as to increase the maximum number of Common Shares reserved for issuance under the Restricted Share Unit Plan by 10,800,000 Common Shares from 27,560,248 to 38,360,248; and

 

2

the Board of Directors of the Corporation be and is hereby authorized, without further notice, to cause all measures to be taken, such further documents to be executed as may be deemed necessary or advisable to give effect to and fully carry out the intent of this resolution.”

 

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Schedule “E”

Summary of RSU Plan

The Corporation has put in place a restricted share unit plan (the “RSU Plan”) to enhance the Corporation’s ability to attract and retain talented individuals to serve as executive officers or in key management positions within the Corporation and of its Subsidiaries, to reward these participants and to promote an alignment of interests between such participants and the shareholders of the Corporation. The Restricted Share Units (“RSUs”) granted under the RSU Plan may vest solely based on time or on the achievement of future performance conditions. The performance-based RSUs are tied to achievement of certain strategic objectives over a three-year period. The three year period starts from the 1st day of the financial year during which a grant is made to the last day of the second financial year following the financial year during which a grant has been made (a “Cycle”). In 2017, 75% of the RSUs granted under the RSU Plan were based on performance conditions and 25% were time-based.

The maximum number of shares reserved for issuance under the RSU Plan is 27,560,248, which represents approximately 3.88% of the total number of Common Shares issued and outstanding as of December 31, 2017. On March 22, 2018, the Board of Directors approved an amendment to the RSU Plan in order to increase the maximum number of Common Shares reserved for issuance thereunder. See section “Amendment to the Restricted Share Unit Plan” on page 12 as well as Schedule “D” for additional information.

On March 22, 2018, the Board of Directors modified the RSU Plan to mainly clarify the dispositions related to the vesting conditions of the RSUs as well as the effect of termination of employment. Shareholder approval is not required for such amendment given that the Board of Directors has the full power and authority to amend the RSU Plan with respect to any limitation of conditions on participation in the Plan as well as any amendment to any terms upon which RSUs may be granted and exercised, including the vesting conditions. Other minor amendments were brought to the RSU Plan to clarify certain dispositions, which do not require shareholders’ approval as per the provisions related to the amendments of the plan under the RSU Plan.

Burn Rate

The RSUs granted to eligible employees of Prometic resulted in the following annual burn rate9 in each of the last three financial years: 2017: 0.86%; 2016: 0.45%; 2015:0.72%.

Eligible Participants

Under the RSU Plan, the “Participants” are the, chief executive officer (“CEO”), the chief operating officer, the chief financial officer, the chief legal officer, the chief medical officer, any vice-presidents, employee directors or employee director-level executives and any other officers or management members of the Corporation, or of a Subsidiary, who have been granted RSUs as designated in writing by the Human Resources and Compensation Committee, upon the recommendation of the CEO and subject to the Board’s approval. Non-executive members of the Board are not eligible to be Participants for the purposes of the RSU Plan.

The Board shall have, at all times, the power to cancel, annul, rescind or otherwise remove a participant’s designation or position as qualifying as a Participant under the RSU Plan. For greater certainty, such action by the Board shall not affect any RSUs already credited to such individual’s account.

 

 

9 

The burn rate is calculated by dividing the number of RSUs granted during the relevant financial year by the weighted average number of Common Shares outstanding for the applicable financial year. The burn rate for 2017 has been determined assuming that all objectives will be met at 100% (should the maximum performance multiplier (150%) be achieved, the burn rate would be 1.12%).

 

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Limitation

The maximum percentage of Common Shares issuable to Insiders (as such term is defined in the RSU Plan) under the RSU Plan and any other share compensation arrangements of the Corporation, at any time, is ten percent (10%) of the issued and outstanding Common Shares. The percentage of Common Shares issued to insiders of the Corporation within any one-year period, under all security-based compensation plans, cannot, in the aggregate, exceed ten percent (10%) of the issued and outstanding Common Shares of the Corporation.

Vesting and Term

Time-Based Vesting. Each RSU may vest and may be eligible for conversion and release at the rate of 33 1/3 % on each December 31st within the Cycle. The Board may, in its discretion, permit the immediate vesting, and conversion, of all or any portion of an unvested RSU.

Conditions-Based Vesting: RSUs granted prior to May 10, 2017. At each regular Board meeting, the Board shall determine which vesting conditions of any previously granted RSUs were achieved. The relevant RSUs for which the vesting conditions were deemed to be achieved by the Board will become vested, in whole or in part, based on the level of achievement of said vesting conditions, and will be eligible for conversion and release.

Conditions-Based Vesting: RSUs granted on or after May 10, 2017. At the end of each Cycle, the Board shall determine which vesting conditions of RSUs granted were achieved. The relevant RSUs for which the vesting Conditions were deemed to be achieved by the Board will become vested, in the percentage determined by the Board based on the level of achievement of said vesting conditions, and will be eligible for conversion and release.

Regardless of the timing when RSUs were granted, the Board has until the 31st day of March following the end of a Cycle, or 90 days following an Expiration Date (as defined in the RSU Plan), to determine which vesting conditions were achieved under the relevant Cycle or grant period (if the RSUs were granted outside of a Cycle). RSUs in respect of which the vesting conditions are not deemed to be met by these deadlines shall be automatically cancelled, unless determined otherwise by the Board.

Conversion and Release

The Participant is entitled to receive, with respect to such portion of the RSU which has vested, an amount equal to one Common Share for each RSU (the “Payout Amount”). The Payout Amount shall be satisfied by the issuance from treasury of a number of Common Shares equal to the Payout Amount, subject to any required regulatory authorities’ approval. Said Common Shares may be sold on the open market at the Participant’s discretion.

Tax

Each Participant shall be responsible for paying all income and other taxes applicable to transactions involving the RSUs held by the Administrative agent (as defined in the RSU Plan) on his or her behalf, including, without limitation, any taxes payable on conversion and release of the RSUs, the sale or other disposition of the Common Shares, and dividends (whether cash or otherwise) or other distribution paid on the Common Shares.

Effect of Termination

The provisions of the RSU Plan provide that:

 

i.

in the case of a Participant’s Termination (as defined in the RSU Plan) before the end of a Cycle or before the Expiration Date (as defined in the RSU Plan), other than a Participant’s death or Long-Term Disability (as defined in the RSU Plan) and other than for just cause or by resignation of a Participant, all vested RSUs shall be converted and released no later than 90 days following the termination date. All unvested RSUs shall be cancelled as at the date of termination.

 

ii.

in the case of a Participant’s Termination (as defined in the RSU Plan) because of death after the end of the second year of a Cycle or before the Expiration Date (as defined in the RSU Plan), or if such Participant is deemed to be on Long-Term Disability (as defined in the RSU Plan) after the end of the second year of such Cycle, or before such Expiration Date (as defined in the RSU Plan), the RSUs will continue

 

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  to remain in force until the end of the Cycle, or until the Expiration Date (as defined in the RSU Plan), and will be eligible for vesting and ultimately for conversion and release, for a period of 90 days following the end of such Cycle or such Expiration Date (as defined in the RSU Plan), provided that the vesting conditions have been met at the end of such Cycle or at such Expiration Date (as defined in the RSU Plan).

 

iii.

in the case of a Participant’s Termination (as defined in the RSU Plan) for just cause or a Participant resigning from his position, all RSUs shall be cancelled immediately as of the date on which the Participant is advised of the Termination (as defined in the RSU Plan), or as of the Participant’s effective resignation date, without taking into account any applicable notice period or severance payments made in lieu of such notice.

Transferability of RSUs

The rights and interests of a Participant in respect of the RSUs held in such Participant’s account shall not be transferable or assignable other than by will or the laws of succession to the executor, liquidator, administrator or trustee of the estate of the Participant or, subject to applicable law, to a dependent or relation, including without limitation a spouse of the Participant.

Successors and Assigns

The RSU Plan shall be binding on all successors and assigns of the Corporation and a Participant, including without limitation, the estate of such Participant and the executor, liquidator, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

Amendments, Suspension and Discontinuation of the RSU Plan

The Board shall have full power and authority to amend, suspend or discontinue the RSU Plan at any time, or the terms of any previously granted RSUs, without obtaining shareholder approval (except as indicated below), including without limitations, the following type of amendments:

 

i.

any limitation of conditions on participation in the RSU Plan (other than relating to the eligibility for participation);

 

ii.

any amendment to any terms upon which RSUs may be granted and exercised, including but not limited to, the vesting conditions; any change that is necessary or desirable to comply with applicable laws, rules or regulations or any stock exchange on which the Common Shares of the Corporation are listed;

 

iii.

any correction or rectification of any ambiguity, defective provision, error or omission in the RSU Plan;

 

iv.

any amendment to the definitions contained in the RSU Plan and any other amendments of a clerical nature; and

 

v.

any amendment to the terms relating to the administration of the RSU Plan

provided that such amendments to the terms of any previously granted RSUs may not lead to significant or unreasonable dilution in the Corporation’s outstanding Common Shares or provide additional benefits to eligible Participants, especially insiders, at the expense of the Corporation and its existing security holders, in which case approval of the shareholders of the Corporation must be obtained.

The prior approval of the holders of a majority of the votes attached to all Common Shares of the Corporation is required if the amendments relate to the following:

 

i.

any amendment to increase the maximum number of Common Shares issuable under the RSU Plan, except for adjustments in the event that such Common Shares are subdivided, consolidated, converted or reclassified by the Corporation or that any other action of a similar nature affecting such Common Shares is taken by the Corporation;

 

ii.

any amendment to make a change to the class of persons eligible to participate under the RSU Plan; and

 

iii.

any amendment which would permit any RSUs granted under the RSU Plan to be transferable or assignable other than by will or under succession laws (estate settlement) provided that Common Shares held directly or indirectly by insiders benefiting from the foregoing amendments shall be excluded when obtaining such shareholder approval.

 

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Adjustment to Common Shares to the RSU Plan

In the event the Corporation proposes to amalgamate, merge or consolidate with any other corporation (other than with a wholly-owned Subsidiary of the Corporation) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Common Shares or any part thereof shall be made to all holders of Common Shares, the Corporation shall have the right, upon written notice thereof to each Participant holding RSUs under the RSU Plan, to permit the conversion and release of all such RSUs within the thirty (30) day period next following the date of such notice and to determine that upon the expiration of such thirty (30) day period, all rights of Participants to convert such RSUs shall ipso facto terminate and cease to have any further force or effect whatsoever.

The text of the Corporation’s RSU Plan can be found on SEDAR at www.sedar.com.

 

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Schedule “F”

Share Consolidation

“BE IT RESOLVED, AS A SPECIAL RESOLUTION:

 

1

THAT pursuant to the Canada Business Corporations Act, the articles of the Corporation be amended to consolidate all of the issued and outstanding Common Shares, such that the trading price of the post-consolidation Common Shares is at a minimum of US$10 per post-consolidation Common Share calculated based on the 5-day volume weighted average trading price of the Common Shares (or such consolidation ratio that will permit the Corporation to meet its objectives with respect to a potential secondary listing on the Nasdaq Stock Exchange), effective as at the discretion of the Board;

 

2

THAT the Board of Directors be and it is hereby authorized to revoke, without further approval of the shareholders, this special resolution at any time prior to the completion thereof, notwithstanding the approval by the shareholders of same, if determined, in the Board of Directors’ sole discretion to be in the best interest of the Corporation; and

 

3

THAT any director or officer be and is hereby authorized and directed to execute on behalf of the Corporation, and to deliver or to cause to be delivered all such documents, agreements and instruments, including articles of amendment, and to do and to cause to be done all such other acts or things as he shall determine to be necessary or desirable to carry out the intent of this special resolution.”

 

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Schedule “G”

Renewal of the Shareholder Rights Plan

“BE IT RESOLVED THAT:

 

1

the Shareholder Rights Plan evidenced by the Fourth Amended and Restated Shareholder Rights Plan Agreement dated as of March 22, 2018 between the Corporation and Computershare Investor Services Inc., as Rights Agent, be and is hereby ratified, reconfirmed and approved for a period ending on the close of business on the date on which the annual meeting of the shareholders of the Corporation is held in 2021, as substantially described in the Corporation’s management information circular dated March 22, 2018;

 

2

any officer or director of the Corporation be, and each is hereby authorized, for and on behalf of the Corporation, to sign and execute all documents, to conclude any agreements and to do and perform all acts and things deemed necessary or advisable in order to give effect to this Resolution, including compliance with all securities laws and regulations.”

 

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Schedule “H”

Summary of 2018 Shareholder Rights Plan

Below is a summary of the Rights Plan and of the proposed amendments. The full text of the resolution reconfirming and approving the Rights Plan is reproduced in Schedule “G” of this management information circular.

Purpose of the Rights Plan

The recent Legislative Amendments address some of the concerns that rights plans were originally designed to address, particularly as they relate to providing the Board of Directors with sufficient time to explore and develop alternatives for maximizing shareholder value if a take-over is made for the Corporation.

However, the recent Legislative Amendments do not address the risk of a “creeping bid” (where a person may acquire a controlling position in a company in reliance on exemptions from the take-over bid rules, without having to make a takeover bid to all shareholders and without having to pay a control premium). The Board of Directors continues to believe that a rights plan is still in the best interests of the Corporation to provide protection against certain actions that could result in unequal treatment of shareholders under Canadian securities laws, including the following: (i) a person could acquire effective control of the Corporation under one or more private agreements at a premium to the market price, resulting in a change of control transaction without the payment of a premium to all shareholders, (ii) a person could slowly accumulate Common Shares through stock exchange acquisitions over time, resulting in an acquisition of effective control without payment of fair value for control, (iii) a person seeking to acquire control of the Corporation could enter into agreements with shareholders who, together with the acquiror, hold more than 20% of the outstanding Common Shares, irrevocably committing such holders to tender their Common Shares to a take-over bid, the effect of which would be to significantly hamper, if not terminate, any reasonable prospect for the Board of Directors to run a value enhancing auction process, and (iv) it may be possible for a person to engage in transactions outside of Canada without regard to the take-over bid protections of Canadian securities laws.

The Rights Plan encourages a potential bidder to proceed either by way of a Permitted Bid (as described below), which requires the take-over to satisfy certain minimum standards designed to promote fairness, or with the concurrence of the Board of Directors.

The following is a summary of the Rights Plan, which summary is qualified in its entirety by reference to the terms of the Rights Plan. The text of the Rights Plan can be found at www.sedar.com or is available upon request, free of charge, from the Corporate Secretary or from Computershare Trust Company of Canada at the following addresses:

 

Prometic Life Sciences Inc.    Computershare Trust Company of Canada
440 Armand-Frappier Blvd., Suite 300    1500 Robert-Bourassa Boulevard, 7th Floor
Laval, Québec, H7V 4B4    Montreal, Québec H3A 3S8

Capitalized terms used in this summary and that are not otherwise defined have the same meaning given to them in the Rights Plan.

Issue of Rights

Under the Corporation’s shareholder rights plan, as amended and restated, (the “2018 Rights Plan”), one right (a “Right”) will be issued and attached to each outstanding Common Share. One Right will also be issued and attached to each Common Share issued after the effective date of the 2018 Rights Plan, subject to the limitations set forth in the 2018 Rights Plan. The Rights are not exercisable until the Separation Time.

Acquiring Person

An Acquiring Person is a person that beneficially owns 20% or more of the outstanding Common Shares. An Acquiring Person does not, however, include the Corporation or any subsidiary of the Corporation, or any person that becomes the beneficial owner of 20% or more of the Common Shares as a result of certain exempt transactions. Investment managers (for client accounts), trust companies and pension funds (acting in their capacity as trustees and administrators) are not Acquiring Persons, provided that they are not making, or are not part of a group making, a take-over bid.

 

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Rights Exercise Privilege

The acquisition by any person (an “Acquiring Person”) of 20% or more of the Common Shares, other than by way of a takeover bid permitted by the Rights Plan (a “Permitted Bid”) or pursuant to another exemption available under the Rights Plan, is referred to as a “Flip-in Event”. Any Rights held by an Acquiring Person and any person acting jointly or in concert with the Acquiring Person will become void upon the occurrence of a Flip-in Event. Ten Trading Days after the occurrence of the Flip-in Event: (i) the Rights will become exercisable; (ii) the Rights will separate from the Common Shares; and (iii) each Right shall constitute the right for the holder thereof, other than an Acquiring Person and any person acting jointly or in concert with the Acquiring Person, to purchase from the Corporation that number of Common Shares having an aggregate Market Price on the date of occurrence of such Flip-in Event equal to twice the Exercise Price (as described in the following paragraph), for an amount equal in cash to the Exercise Price, subject to certain anti-dilution adjustments, in effect providing for a 50% discount relative to the Market Price. For example, if on the date of occurrence of the Flip-in Event, the Market Price of a Common Share is $10, the Exercise Price would be $50 and a holder of a Right would be entitled to purchase ten Common Shares (twice the Exercise Price divided by the Market Price, or (2 x $50) ÷ $10 = 10 Common Shares) for an aggregate exercise price of $50.

The Rights will also separate from the Common Shares and will be exercisable ten Trading Days (the “Separation Time”) after a person has commenced, or announced its intention to commence a take-over bid, to acquire 20% or more of the Common Shares, other than by an acquisition pursuant to a Permitted Bid or pursuant to another exemption available under the Rights Plan. The Exercise Price is an aggregate dollar amount equal to the Market Price of the Common Shares, determined as at the Separation Time, multiplied by five. For example, if as at the Separation Time, the Market Price per Common Share is $10, the Exercise Price would be $50.

The issue of the Rights is not initially dilutive. Upon a Flip-in Event occurring and the Rights separating from the Common Shares, reported earnings per Common share on a diluted or non-diluted basis may be affected. Holders of Rights who do not exercise their Rights upon the occurrence of a Flip-in Event may incur substantial dilution of their shareholdings.

Prior to the Separation Time, the Rights will be evidenced either by a legend imprinted on certificates for Common Shares issued after the effective date of the 2018 Rights Plan or by book entry notation. Rights are also attached to shares outstanding prior to such date, although share certificates will not bear such a legend. Prior to the Separation Time, Rights will not be transferable separately from the attached Common Shares. From and after the Separation Time, the Rights may be evidenced by Rights certificates or in book entry form, and will be transferable and tradable separately from the Common Shares.

Permitted Bids and Competing Permitted Bids

The requirements for a Permitted Bid include the following:

 

  (i)

The take-over bid must be made by way of a take-over bid circular;

 

  (ii)

The take-over bid must be made to all registered holders of Common Shares, other than the Offeror;

 

  (iii)

The take-over bid must be outstanding for a minimum period of 105 days, or such shorter minimum period as provided for in National Instrument 62-104, and Common Shares tendered pursuant to the take-over bid

 

  (iv)

may not be taken up prior to the expiry of the 105-day period (or applicable shorter period) and then only if, at such time, more than 50% of the Common Shares (other than those owned by the bidder on the date of the takeover bid) have been tendered to the take-over bid and not withdrawn; and

 

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  (v)

if more than 50% of the Common Shares (other than those owned by the bidder on the date of the take-over bid) are tendered to the take-over bid within the 105-day period (or applicable shorter period), the bidder must make a public announcement of that fact and the takeover bid must remain open for deposits of Common Shares for an additional ten days from the date of such announcement.

The Rights Plan provides that a competing Permitted Bid (a “Competing Permitted Bid”) made while a Permitted Bid is in existence will not trigger a Flip-in-Event. A Competing Permitted Bid must satisfy all the requirements of a Permitted Bid, except that no Common Shares can be taken up prior to the close of business on the last day of the minimum initial deposit period that such take-over bid must remain open pursuant to National Instrument 62-104 after the date of the take-over bid constituting the Competing Permitted Bid.

Lock-up Agreements

A bidder may enter into lock-up agreements (“Permitted Lock-up Agreements”) with shareholders of the Corporation (“Locked-up Persons”) whereby such Locked-up Persons agree to tender their Common Shares to the take-over bid (the “Lock-up Bid”) without a Flip-in Event occurring. More specifically, a person will not be deemed to Beneficially Own any Common Share because the Common Share has been agreed to be tendered pursuant to a Permitted Lock-up Agreement until the earlier of the tendered share being taken up or paid for. Any Permitted Lock-up Agreement must allow the Locked-up Person to withdraw his Common Shares to tender to another take-over bid or to support another transaction (i) at a price per Common Share that exceeds the price per Common Share offered under the Lock-up Bid, or (ii) at an offering price that exceeds the Lock-up Bid offering price by a specified minimum amount not exceeding 7% of the Lock-up Bid offering price. A Permitted Lock-up Agreement may nevertheless contain a right of first refusal or require a period of delay to give a bidder an opportunity to match a higher price in another transaction, so long as such limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Common Shares in sufficient time to tender to another take-over bid or to support another transaction.

Copies of Permitted Lock-up Agreements must be made available to the Corporation and to the public. Furthermore, all Permitted Lock-up Agreements must also provide that, if a Locked-up Person fails to deposit or tender his/her Common Shares to the Lock-up Bid, or withdraws Common Shares previously tendered to the Lock-up Bid in order to deposit such Common Shares to another take-over bid or to support another transaction, no break-up fees or other penalties can be required of such Locked-up Person where such penalties, in the aggregate, exceed the greater of (i) 2.5% of the price or value payable under the Lock-up Bid to the Locked-up Person and (ii) 50% of the amount by which the price or value payable to the Locked-up Person under another take-over bid or transaction exceeds what such Locked-up Person would have received under the Lock-up Bid.

Waiver and Redemption

Subject to the approval of holders of Common Shares, the Board of Directors, acting in good faith, may at any time prior to the occurrence of a Flip-in Event, and upon prior written notice delivered to the Rights Agent, that would occur by reason of an acquisition of Common Shares otherwise than pursuant to a take-over bid made by means of a take-over bid circular to all holders of record of Common Shares (or otherwise as outlined in the paragraph below), waive the application of the 2018 Rights Plan to such Flip-in Event. In the event that the Board of Directors proposes such a waiver, the Board of Directors shall postpone the Separation Time to a date subsequent to and not more than 10 business days following the meeting of shareholders called to approve such waiver.

The Board may also, prior to the occurrence of a Flip-In Event, waive the application of the 2018 Rights Plan to a particular Flip-In Event which would occur as a result of a take-over bid made under a circular prepared in accordance with applicable securities legislation to all holders of Common Shares. In such event, the Board shall also be deemed to have waived the application of the 2018 Rights Plan to any other Flip-In Event occurring as a result of any other take-over bid made under a circular prepared in accordance with applicable securities legislation to all holders of Common Shares prior to the expiry of any take-over bid for which the 2018 Rights Plan has been waived or deemed to have been waived.

 

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The Board of Directors may also waive the application of the 2018 Rights Plan to a Flip-in Event, if the Board of Directors has determined that a person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person, and that Acquiring Person has reduced its beneficial ownership of Common Shares (or has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 30 days or such earlier or later date as determined by the Board of Directors) such that at the time the waiver becomes effective it is no longer an Acquiring Person, and in the event of such waiver, the Flip-in Event will be deemed to have never occurred.

All other waivers require approval of the holders of Common Shares, or holders of Rights if after the Separation Time.

Subject to the approval of holders of Common Shares or Rights, as applicable, the Board of Directors may, at any time prior to the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at $0.00001 per Right, appropriately adjusted for anti-dilution as set out in the Rights Plan.

Supplements and Amendments

The Corporation may from time to time supplement or amend the 2018 Rights Plan without the approval of any holders of Rights or Common Shares to correct any clerical or typographical error, or to maintain the validity or effectiveness of the 2018 Rights Plan as a result of a change in any applicable legislation or regulations or rules thereunder. Any amendments made by the Corporation as a result of a change in any applicable legislation or regulations or rules thereunder shall be submitted to the holders of Common Shares or Rights holders, as applicable, for ratification not later than on the date of the next meeting of shareholders.

Subject to the approval of the holders of Common Shares or Rights, as applicable, the Corporation may also, at any time after the Meeting, supplement or amend the 2018 Rights Plan for any other purpose (whether or not such action would materially adversely affect the interests of the holders of Rights generally).

Expiration Time

If the 2018 Rights Plan is reconfirmed and approved at the Meeting, the 2018 Rights Plan will remain in force until the new Expiration Time, being the earlier of the Termination Time (the time at which the right to exercise Rights (as defined below) terminates pursuant to the Rights Plan) and the close of business on the date of the annual meeting of shareholders of the Corporation to be held in 2021.

Effect on Duties of Board

The 2018 Rights Plan will not detract from or lessen the duty of the Board to act honestly and in good faith keeping in mind the best interests of the Corporation and its shareholders. The Board will continue to have the duty and power to take such actions and make such recommendations to shareholders as are considered appropriate if and when a take-over bid is made for the Corporation, whether it constitutes a Permitted Bid or not.

Rights Agent

Computershare Trust Company of Canada

Rightholder not a Shareholder

Until a Right is exercised, the holder thereof as such will have no rights as a shareholder of the Corporation.

Proposed Amendments

The Rights Plan has been amended to reflect the Legislative Amendments, to clarify certain provisions and to reflect current market practice. The amendments will become effective only at the time of reconfirmation and approval of the Rights Plan by the shareholders of the Corporation at the Meeting. The following is a summary of the amendments of a more substantive nature, which summary is qualified in its entirety by reference to text of the Rights Plan:

 

   

the minimum period that a take-over bid must remain open for the bid to constitute a “Permitted Bid” that does not trigger the separation of the Rights under the Rights Plan was amended from 60 to 105 days (or such shorter period as permitted by legislation) to align with the Legislative Amendments;

 

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the minimum period that a “Competing Permitted Bid” must remain open was amended to be the applicable period required by the Legislative Amendments;

 

   

the definition of “Beneficial Ownership” was amended to exclude securities that a person may have a right to acquire pursuant to an amalgamation, merger, arrangement agreement, business combination or similar transaction that requires prior shareholder approval;

 

   

the definition of “Exempt Acquisition” was expanded to include acquisitions made as an intermediate step in a series of related transactions, provided that the Common Shares are then distributed out to the acquiror’s security holders within ten days of the acquisition; and

 

   

amendments were made to permit book-entry form registration of Rights.

 

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Page | 92    2017 Management Information Circular


Schedule “I”

Renewal of the Spin-Off Shareholder Rights Plan

BE IT RESOLVED THAT:

 

1

the Spin-Off Shareholder Rights Plan evidenced by the Amended and Restated Spin-Off Shareholder Rights Plan Agreement dated as of March 22, 2018 between the Corporation, Computershare Investor Services Inc., as Rights Agent, and three of the Corporation’s wholly-owned subsidiaries, Prometic Biosciences Inc., Prometic Bioproduction Inc. and Prometic Biotherapeutics Inc, be, and it is hereby, ratified, reconfirmed and approved for a period ending on the close of business on the date on which the annual meeting of the shareholders of the Corporation is held in 2021, as substantially described in the Corporation’s management information circular dated March 22, 2018; and

 

2

any officer or director of the Corporation be, and each is hereby authorized, for and on behalf of the Corporation, to sign and execute all documents, to conclude any agreements and to do and perform all acts and things deemed necessary or advisable in order to give effect to this Resolution, including compliance with all securities laws and regulations.”

 

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Schedule “J”

Summary of 2018 Spin-Off Shareholder Rights Plan

Below is a summary of the Spin-Off Rights Plan and of the proposed amendments. The full text of the resolution reconfirming and approving the Spin-Off Rights Plan is reproduced in Schedule “I” of this management information circular.

Purpose of the Spin-Off Rights Plan

The recent Legislative Amendments address some of the concerns that rights plans were originally designed to address, particularly as they relate to providing the Board of Directors with sufficient time to explore and develop alternatives for maximizing shareholder value if a take-over is made for the Corporation.

However, the recent Legislative Amendments do not address the risk of a “creeping bid” (where a person may acquire a controlling position in a company in reliance on exemptions from the take-over bid rules, without having to make a takeover bid to all shareholders and without having to pay a control premium). The Board of Directors continues to believe that a rights plan is still in the best interests of the Corporation to provide protection against certain actions that could result in unequal treatment of shareholders under Canadian securities laws, including the following: (i) a person could acquire effective control of the Corporation under one or more private agreements at a premium to the market price, resulting in a change of control transaction without the payment of a premium to all shareholders, (ii) a person could slowly accumulate Common Shares through stock exchange acquisitions over time, resulting in an acquisition of effective control without payment of fair value for control, (iii) a person seeking to acquire control of the Corporation could enter into agreements with shareholders who, together with the acquiror, hold more than 20% of the outstanding Common Shares, irrevocably committing such holders to tender their Common Shares to a take-over bid, the effect of which would be to significantly hamper, if not terminate, any reasonable prospect for the Board of Directors to run a value enhancing auction process, and (iv) it may be possible for a person to engage in transactions outside of Canada without regard to the take-over bid protections of Canadian securities laws.

The Spin-Off Rights Plan encourages a potential bidder to proceed either by way of a Permitted Bid (as described below), which requires the take-over to satisfy certain minimum standards designed to promote fairness, or with the concurrence of the Board of Directors.

The following is a summary of the Spin-Off Rights Plan, which summary is qualified in its entirety by reference to the terms of the Spin-Off Rights Plan. The text of the Spin-Off Rights Plan can be found at www.sedar.com or is available upon request, free of charge, from the Corporate Secretary or from Computershare Trust Company of Canada at the following addresses:

 

Prometic Life Sciences Inc.    Computershare Trust Company of Canada
440 Armand-Frappier Blvd., Suite 300    1500 Robert-Bourassa Boulevard, 7th Floor
Laval, Québec, H7V 4B4    Montreal, Québec H3A 3S8

Capitalized terms used in this summary and that are not otherwise defined have the same meaning given to them in the Spin-Off Rights Plan.

Issue of Rights

Under the Corporation’s shareholder spin-off rights plan, as amended and restated, (the “2018 Spin-Off Rights Plan”), one right (a “Right”) will be issued and attached to each outstanding Common Share. One Right will also be issued and attached to each Common Share issued after the effective date of the 2018 Spin-Off Rights Plan, subject to the limitations set forth in the 2018 Spin-Off Rights Plan. The Rights are not exercisable until the Separation Time.

 

   Prometic Life Sciences Inc.
Page | 94    2017 Management Information Circular


Acquiring Person

An Acquiring Person is a person that beneficially owns 20% or more of the outstanding Common Shares. An Acquiring Person does not, however, include the Corporation or any subsidiary of the Corporation, or any person that becomes the beneficial owner of 20% or more of the Common Shares as a result of certain exempt transactions. Investment managers (for client accounts), trust companies and pension funds (acting in their capacity as trustees and administrators) are not Acquiring Persons, provided that they are not making, or are not part of a group making, a take-over bid.

Rights Exercise Privilege

The acquisition by any person (an “Acquiring Person”) of 20% or more of the Common Shares, other than by way of a takeover bid permitted by the Spin-Off Rights Plan (a “Permitted Bid”) or pursuant to another exemption available under the Spin-Off Rights Plan, is referred to as a “Flip-in Event”. Any Rights held by an Acquiring Person and any person acting jointly or in concert with the Acquiring Person will become void upon the occurrence of a Flip-in Event. Ten Trading Days after the occurrence of the Flip-in Event: (i) the Rights will become exercisable; (ii) the Rights will separate from the Common Shares; and (iii) each Right shall constitute the right for the holder thereof, other than an Acquiring Person and any person acting jointly or in concert with the Acquiring Person, to purchase from the Corporation will entitle the holder to purchase a unit comprised of one Class A common share of Prometic Biosciences Inc. (“PBI”), one Class a common share of Prometic Bioproduction Inc. (“PBP”) and one common stock of Prometic Biotherapeutics Inc. (“PBT”) for an Exercise Price (as defined in the 2018 Spin-Off Rights Plan) equal to $0.00001, unless the application of the 2018 Spin-Off Rights Plan is waived by the Board of Directors, where applicable.

The Rights will also separate from the Common Shares and will be exercisable ten Trading Days (the “Separation Time”) after a person has commenced, or announced its intention to commence a take-over bid, to acquire 20% or more of the Common Shares, other than by an acquisition pursuant to a Permitted Bid or pursuant to another exemption available under the Spin-Off Rights Plan. The Exercise Price is an aggregate dollar amount equal to the Market Price of the Common Shares, determined as at the Separation Time, multiplied by five. For example, if as at the Separation Time, the Market Price per Common Share is $10, the Exercise Price would be $50.

The issue of the Rights is not initially dilutive. Upon a Flip-in Event occurring and the Rights separating from the Common Shares, reported earnings per Common share on a diluted or non-diluted basis may be affected. Holders of Rights who do not exercise their Rights upon the occurrence of a Flip-in Event may incur substantial dilution of their shareholdings.

Prior to the Separation Time, the Rights will be evidenced either by a legend imprinted on certificates for Common Shares issued after the effective date of the 2018 Spin-Off Rights Plan or by book entry notation. Rights are also attached to shares outstanding prior to such date, although share certificates will not bear such a legend. Prior to the Separation Time, Rights will not be transferable separately from the attached Common Shares. From and after the Separation Time, the Rights may be evidenced by Rights certificates or in book entry form, and will be transferable and tradable separately from the Common Shares.

Permitted Bids and Competing Permitted Bids

The requirements for a Permitted Bid include the following:

 

  (i)

The take-over bid must be made by way of a take-over bid circular;

 

  (ii)

The take-over bid must be made to all registered holders of Common Shares, other than the Offeror;

 

  (iii)

The take-over bid must be outstanding for a minimum period of 105 days, or such shorter minimum period as provided for in National Instrument 62-104, and Common Shares tendered pursuant to the take-over bid

 

  (iv)

may not be taken up prior to the expiry of the 105-day period (or applicable shorter period) and then only if, at such time, more than 50% of the Common Shares (other than those owned by the bidder on the date of the takeover bid) have been tendered to the take-over bid and not withdrawn; and

 

  (v)

if more than 50% of the Common Shares (other than those owned by the bidder on the date of the take-over bid) are tendered to the take-over bid within the 105-day period (or applicable shorter period), the bidder must make a public announcement of that fact and the takeover bid must remain open for deposits of Common Shares for an additional ten days from the date of such announcement.

 

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 95


The Spin-Off Rights Plan provides that a competing Permitted Bid (a “Competing Permitted Bid”) made while a Permitted Bid is in existence will not trigger a Flip-in-Event. A Competing Permitted Bid must satisfy all the requirements of a Permitted Bid, except that no Common Shares can be taken up prior to the close of business on the last day of the minimum initial deposit period that such take-over bid must remain open pursuant to National Instrument 62-104 after the date of the take-over bid constituting the Competing Permitted Bid.

Lock-up Agreements

A bidder may enter into lock-up agreements (“Permitted Lock-up Agreements”) with shareholders of the Corporation (“Locked-up Persons”) whereby such Locked-up Persons agree to tender their Common Shares to the take-over bid (the “Lock-up Bid”) without a Flip-in Event occurring. More specifically, a person will not be deemed to Beneficially Own any Common Share because the Common Share has been agreed to be tendered pursuant to a Permitted Lock-up Agreement until the earlier of the tendered share being taken up or paid for. Any Permitted Lock-up Agreement must allow the Locked-up Person to withdraw his Common Shares to tender to another take-over bid or to support another transaction (i) at a price per Common Share that exceeds the price per Common Share offered under the Lock-up Bid, or (ii) at an offering price that exceeds the Lock-up Bid offering price by a specified minimum amount not exceeding 7% of the Lock-up Bid offering price. A Permitted Lock-up Agreement may nevertheless contain a right of first refusal or require a period of delay to give a bidder an opportunity to match a higher price in another transaction, so long as such limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Common Shares in sufficient time to tender to another take-over bid or to support another transaction.

Copies of Permitted Lock-up Agreements must be made available to the Corporation and to the public. Furthermore, all Permitted Lock-up Agreements must also provide that, if a Locked-up Person fails to deposit or tender his/her Common Shares to the Lock-up Bid, or withdraws Common Shares previously tendered to the Lock-up Bid in order to deposit such Common Shares to another take-over bid or to support another transaction, no break-up fees or other penalties can be required of such Locked-up Person where such penalties, in the aggregate, exceed the greater of (i) 2.5% of the price or value payable under the Lock-up Bid to the Locked-up Person and (ii) 50% of the amount by which the price or value payable to the Locked-up Person under another take-over bid or transaction exceeds what such Locked-up Person would have received under the Lock-up Bid.

Waiver and Redemption

Subject to the approval of holders of Common Shares, the Board of Directors, acting in good faith, may at any time prior to the occurrence of a Flip-in Event, and upon prior written notice delivered to the Rights Agent, that would occur by reason of an acquisition of Common Shares otherwise than pursuant to a take-over bid made by means of a take-over bid circular to all holders of record of Common Shares (or otherwise as outlined in the paragraph below), waive the application of the 2018 Spin-Off Rights Plan to such Flip-in Event. In the event that the Board of Directors proposes such a waiver, the Board of Directors shall postpone the Separation Time to a date subsequent to and not more than 10 business days following the meeting of shareholders called to approve such waiver.

The Board may also, prior to the occurrence of a Flip-In Event, waive the application of the 2018 Spin-Off Rights Plan to a particular Flip-In Event which would occur as a result of a take-over bid made under a circular prepared in accordance with applicable securities legislation to all holders of Common Shares. In such event, the Board shall also be deemed to have waived the application of the 2018 Spin-Off Rights Plan to any other Flip-In Event occurring as a result of any other take-over bid made under a circular prepared in accordance with applicable securities legislation to all holders of Common Shares prior to the expiry of any take-over bid for which the 2018 Spin-Off Rights Plan has been waived or deemed to have been waived.

The Board of Directors may also waive the application of the 2018 Spin-Off Rights Plan to a Flip-in Event, if the Board of Directors has determined that a person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person, and that Acquiring Person has reduced its beneficial ownership of Common Shares (or has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 30 days or such earlier or later date as determined by the Board of Directors) such that at the time the waiver becomes effective it is no longer an Acquiring Person, and in the event of such waiver, the Flip-in Event will be deemed to have never occurred.

 

   Prometic Life Sciences Inc.
Page | 96    2017 Management Information Circular


All other waivers require approval of the holders of Common Shares, or holders of Rights if after the Separation Time.

Subject to the approval of holders of Common Shares or Rights, as applicable, the Board of Directors may, at any time prior to the occurrence of a Flip-in Event, elect to redeem all but not less than all of the then outstanding Rights at $0.00001 per Right, appropriately adjusted for anti-dilution as set out in the Spin-Off Rights Plan.

Supplements and Amendments

The Corporation may from time to time supplement or amend the 2018 Spin-Off Rights Plan without the approval of any holders of Rights or Common Shares to correct any clerical or typographical error, or to maintain the validity or effectiveness of the 2018 Spin-Off Rights Plan as a result of a change in any applicable legislation or regulations or rules thereunder. Any amendments made by the Corporation as a result of a change in any applicable legislation or regulations or rules thereunder shall be submitted to the holders of Common Shares or Rights holders, as applicable, for ratification not later than on the date of the next meeting of shareholders.

Subject to the approval of the holders of Common Shares or Rights, as applicable, the Corporation may also, at any time after the Meeting, supplement or amend the 2018 Spin-Off Rights Plan for any other purpose (whether or not such action would materially adversely affect the interests of the holders of Rights generally).

Expiration Time

If the 2018 Spin-Off Rights Plan is reconfirmed and approved at the Meeting, the 2018 Spin-Off Rights Plan will remain in force until the new Expiration Time, being the earlier of the Termination Time (the time at which the right to exercise Rights (as defined below) terminates pursuant to the Spin-Off Rights Plan) and the close of business on the date of the annual meeting of shareholders of the Corporation to be held in 2021.

Effect on Duties of Board

The 2018 Spin-Off Rights Plan will not detract from or lessen the duty of the Board to act honestly and in good faith keeping in mind the best interests of the Corporation and its shareholders. The Board will continue to have the duty and power to take such actions and make such recommendations to shareholders as are considered appropriate if and when a take-over bid is made for the Corporation, whether it constitutes a Permitted Bid or not.

Rights Agent

Computershare Trust Company of Canada

Rightholder not a Shareholder

Until a Right is exercised, the holder thereof as such will have no rights as a shareholder of the Corporation.

Proposed Amendments

The Spin-Off Rights Plan has been amended to reflect the Legislative Amendments, to clarify certain provisions and to reflect current market practice. The amendments will become effective only at the time of reconfirmation and approval of the Spin-Off Rights Plan by the shareholders of the Corporation at the Meeting. The following is a summary of the amendments of a more substantive nature, which summary is qualified in its entirety by reference to text of the Spin-Off Rights Plan:

 

   

the minimum period that a take-over bid must remain open for the bid to constitute a “Permitted Bid” that does not trigger the separation of the Rights under the Spin-Off Rights Plan was amended from 60 to 105 days (or such shorter period as permitted by legislation) to align with the Legislative Amendments;

 

   

the minimum period that a “Competing Permitted Bid” must remain open was amended to be the applicable period required by the Legislative Amendments;

 

Prometic Life Sciences Inc.   
2017 Management Information Circular    Page | 97


   

the definition of “Beneficial Ownership” was amended to exclude securities that a person may have a right to acquire pursuant to an amalgamation, merger, arrangement agreement, business combination or similar transaction that requires prior shareholder approval;

 

   

the definition of “Exempt Acquisition” was expanded to include acquisitions made as an intermediate step in a series of related transactions, provided that the Common Shares are then distributed out to the acquiror’s security holders within ten days of the acquisition; and

 

   

amendments were made to permit book-entry form registration of Rights.

 

   Prometic Life Sciences Inc.
Page | 98    2017 Management Information Circular


 

 

LOGO

Exhibit 99.40

 

 

 

LOGO

Notice of Annual and Special Meeting of Shareholders

and Management Information Circular

May 7, 2019

 


TABLE OF CONTENTS

 

NOTICE OF 2019 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF MEETING MATERIALS

     5  

1

  NOTICE OF MEETING      5  

1.1

  NOTICE-AND-ACCESS      5  

1.2

  HOW TO ACCESS THE MEETING MATERIALS AND THE FINANCIAL STATEMENTS      6  

1.3

  HOW TO REQUEST A PAPER COPY OF THE MEETING MATERIALS AND OF THE FINANCIAL STATEMENTS      6  

1.3.1

  Before the Meeting      6  

1.3.2

  After the Meeting      6  

1.4

  VOTING      7  

1.4.1

  Registered shareholder      7  

1.4.2

  Non-registered shareholder      7  

1.5

  QUESTIONS      7  

1.5.1

  Registered shareholder      7  

1.5.2

  Non-registered shareholder      7  

VOTING AND PROXIES

     9  

1

  NOTICE-AND-ACCESS      9  

1.1

  HOW TO ACCESS THE MEETING MATERIALS AND THE FINANCIAL STATEMENTS      9  

1.2

  APPOINTMENT AND REVOCATION OF PROXIES      9  

1.3

  INSTRUCTIONS FOR NON-REGISTERED SHAREHOLDERS      10  

1.4

  EXERCISE OF DISCRETION BY PROXY HOLDERS      10  

1.5

  VOTING RIGHTS, VOTING SHARES AND PRINCIPAL HOLDERS THEREOF      11  

1.5.1

  Voting Rights and Voting Shares      11  

1.5.2

  Principal Holders of Securities      11  

BUSINESS OF THE MEETING

     12  

1

  FINANCIAL STATEMENTS AND AUDITOR’S REPORT      12  

2

  ELECTION OF DIRECTORS      12  

2.1

  MAJORITY VOTING POLICY      12  

3

  APPOINTMENT OF AUDITORS      13  

4

  OMNIBUS INCENTIVE PLAN      13  

5

  SHARE CONSOLIDATION      17  

6

  OTHER MATTERS      19  

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

     20  

1

  DIRECTORS’ BIOGRAPHIES      20  

2

  ADDITIONAL DISCLOSURE RELATING TO DIRECTORS      27  

3

  DIRECTOR COMPENSATION      27  

3.1

  COMPENSATION POLICY      27  

3.2

  DIRECTORS PEER GROUP      27  

3.3

  DIRECTOR COMPENSATION PROGRAM      28  

3.4

  BOARD ANNUAL RETAINER      28  

3.5

  SUMMARY COMPENSATION TABLE      29  

3.6

  DIRECTOR SHAREHOLDING POLICY      30  

3.7

  EQUITY OWNERSHIP      30  

 

 

   Prometic Life Sciences Inc.
Page | 2    2019 Management Information Circular


3.7.1

  Outstanding Option-Based Awards      30  

3.7.2

  Value of Option-Based Awards Vested or Earned during the 2018 Financial Year      32  

EXECUTIVE COMPENSATION

     33  

1

  2018 PERFORMANCE HIGHLIGHTS      33  

2

  OVERSIGHT AND PHILOSOPHY      34  

3

  OUR KEY COMPENSATION DECISIONS FOR 2018      34  

4

  ENGAGEMENT WITH SHAREHOLDERS      34  

5

  OUR GOVERNANCE PRACTICES      35  

6

  2018 NEOS COMPENSATION AT-A-GLANCE      35  

COMPENSATION DISCUSSION AND ANALYSIS

     37  

1

  COMPENSATION OBJECTIVES      37  

2

  SETTING EXECUTIVE COMPENSATION      38  

2.1

  COMPENSATION PRINCIPLES      38  

2.2

  ROLE OF THE HR AND COMPENSATION COMMITTEE IN SETTING EXECUTIVE COMPENSATION      38  

2.3

  ROLE OF MANAGEMENT      38  

2.4

  ROLE OF COMPENSATION CONSULTANTS      38  

3

  NEOS PEER GROUP      39  

4

  SUMMARY OF COMPENSATION POLICY AND COMPONENTS      40  

4.1

  BASE SALARY      40  

4.1.1

      2018 Base Salary Decisions      40  

4.2

  SHORT TERM INCENTIVE PLAN      41  

4.2.1

 

    STIP Targets

     41  

4.2.2

 

    2018 STIP Design

     42  

4.2.3

      Calculation of 2018 STIP Awards      43  

4.3

  LONG-TERM INCENTIVE PLAN      43  

4.3.1

      Stock Option Plan      44  

4.3.2

      Restricted Share Unit Plan      44  

4.3.3

      2018 Annual LTIP Grants      45  

4.3.4

      Payouts in 2018 from 2016-2018 Long-Term Incentive Plan      46  

4.3.5

      Burn Rate      46  

4.4

  OTHER BENEFITS      47  

5

  SHARE OWNERSHIP REQUIREMENTS FOR THE NEOS      47  

6

  CLAWBACK POLICY      47  

7

  RISK OVERSIGHT      47  

8

  SHAREHOLDER RETURN PERFORMANCE GRAPH      48  

9

  SUMMARY COMPENSATION TABLE      50  

10

  OUTSTANDING SHARE-BASED AWARDS AND OPTION-BASED AWARDS      52  

11

  EQUITY-BASED AWARD – VALUE VESTED OR EARNED DURING THE YEAR      53  

12

  SEVERANCE AND OTHER TERMINATION BENEFITS      53  

13

  SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS      54  

14

  STOCK OPTIONS      54  

15

  RESTRICTED SHARE UNITS      55  

 

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 3


16

  INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS      55  

16.1

  AGGREGATE INDEBTEDNESS      55  

16.2

  INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS      55  

17

  DIRECTORS AND OFFICERS LIABILITY INSURANCE      56  

18

  INTEREST OF INFORMED PERSONS AND OTHERS IN MATERIAL TRANSACTIONS      56  

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

     57  

1

  BOARD OF DIRECTORS      57  

1.1

  BOARD MANDATE      57  

1.2

  INDEPENDENCE      57  

1.3

  CHAIR OF THE BOARD & LEAD INDEPENDENT DIRECTOR      58  

1.4

  DIRECTORS SERVING TOGETHER      58  

1.5

  MEETINGS      58  

1.5.1

  Sessions without Management      58  

1.5.2

  Sessions without Non-Independent Directors      58  

1.5.3

  Director Tenure      59  

1.5.4

  Nomination of Directors      59  

1.5.5

  Position Descriptions      60  

1.5.6

  Orientation and Continuing Education      60  

2

  STANDING COMMITTEES      60  

2.1

  THE AUDIT, RISK AND FINANCE COMMITTEE      61  

2.2

  THE NEW HR AND CORPORATE GOVERNANCE COMMITTEE      62  

2.2.1

  Board Assessments      63  

2.3

  STANDING COMMITTEES’ CHARTERS      64  

3

  OTHER COMMITTEES      64  

3.1

  PLASMA STRATEGY DEVELOPMENT AND ASSET MONETIZATION COMMITTEE      64  

3.2

  DEFENSE STRATEGY COMMITTEE      64  

4

  DIRECTOR SELECTION PROCESS      64  

5

  DIVERSITY      64  

5.1

  BOARD AND SENIOR MANAGEMENT      64  

5.2

  EQUAL OPPORTUNITIES POLICY      65  

6

  SUCCESSION PLANNING      65  

7

  CODE OF ETHICS AND BUSINESS CONDUCT      65  

8

  SHAREHOLDER PROPOSALS      66  

9

  ADDITIONAL INFORMATION      66  

10

  DIRECTORS’ APPROVAL      67  

SCHEDULE “A” BOARD OF DIRECTORS MANDATE

     68  

SCHEDULE “C” SUMMARY OF RSU PLAN

     76  

SCHEDULE “D”

  APPROVAL OF THE OMNIBUS INCENTIVE PLAN      80  

SCHEDULE “E” SHARE CONSOLIDATION

     81  

SCHEDULE “F” APPOINTMENT OF AUDITORS

     82  

SCHEDULE “G”

  NOTICE OF CHANGE OF AUDITOR      83  

 

 

   Prometic Life Sciences Inc.
Page | 4    2019 Management Information Circular


NOTICE OF 2019 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF MEETING MATERIALS

 

 

1

Notice of meeting

NOTICE IS HEREBY GIVEN THAT the Annual and Special Meeting of Shareholders (the “Meeting”) of Prometic Life Sciences Inc. (the “Corporation” or “Prometic”) will be held on Wednesday, June 19, 2019 at 10:30 a.m. (Montreal time) at the Centre Mont-Royal, Room Cartier 1 & 2, 2200, rue Mansfield, Montreal, Quebec, Canada for the following purposes:

 

1

to receive the consolidated financial statements of the Corporation for the financial year ended December 31, 2018 and the auditors’ report thereon (for details, see subsection “Financial Statements and Auditor’s Report” under the “Business of the Meeting” section of the management information circular of the Corporation dated May 7, 2019 (the “Management Information Circular”));

 

2

to elect the directors for the ensuing year (for details, see subsection “Election of Directors” under the “Business of the Meeting” section of the Management Information Circular);

 

3

to appoint the auditors for the ensuing year and to authorize the directors to fix their remuneration (for details, see subsection “Appointment of Auditors” under the “Business of the Meeting” section of the Management Information Circular);

 

4

to consider and, if deemed advisable, pass an ordinary resolution of the shareholders, the full text of which is reproduced in Schedule “D” to the Management Information Circular, to approve the Omnibus Incentive Plan of the Corporation (the “Omnibus Incentive Plan”) (for details, see subsection “Omnibus Incentive Plan” under the “Business of the Meeting” section of the Management Information Circular);

 

5

to consider and, if deemed advisable, pass a special resolution (the “Consolidation Resolution”), the full text of which is reproduced in Schedule “E” to the Management Information Circular, authorizing the Board of Directors of the Corporation (the “Board”) to amend the articles of the Corporation to effect a consolidation of all of the issued and outstanding common shares of the Corporation (the “Common Shares”), on the basis of a consolidation ratio to be selected by the Board within a range between seven hundred fifty (750) pre-consolidation Common Shares for one (1) post-consolidation Common Share and one thousand two hundred fifty (1250) pre-consolidation Common Shares for one (1) post-consolidation Common Share (the “Share Consolidation”), effective as at the discretion of the Board (for details, see subsection “Share Consolidation” under the “Business of the Meeting” section of the Management Information Circular); and

 

6

to transact such other business as may properly be brought before the Meeting or any reconvened meeting following its adjournment or postponement.

Shareholders are reminded to review the Management Information Circular carefully before voting because it has been prepared to help you make an informed decision.

 

1.1

Notice-and-Access

This year, as permitted by Canadian securities regulators, you are receiving this notification as the Corporation has decided to use the “notice-and-access” mechanism for delivery to the shareholders of this notice of annual and special meeting of shareholders, the Management Information Circular and other proxy-related materials (the “Meeting Materials”) as well as the annual audited consolidated financial statements of the Corporation for the financial year ending December 31, 2018, together with the independent auditor’s report thereon and related management’s discussion and analysis (together, the “Financial Statements”). Notice-and-access is a set of rules that allows issuers

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 5


to post electronic versions of proxy-related materials online, via SEDAR and one other website, rather than mailing paper copies of such materials to shareholders. Under notice-and-access, shareholders still receive a proxy form or voting instruction form enabling them to vote at the Corporation’s Meeting. However, instead of a paper copy of the Meeting Materials and the Financial Statements, shareholders receive a notice which contains information on how they may access the Meeting Materials and the Financial Statements online and how to request a paper copy. The use of notice-and-access will directly benefit the Corporation by substantially reducing its printing and mailing costs and is more environmentally friendly as it reduces paper use.

 

1.2

How to access the Meeting Materials and the Financial Statements

 

LOGO

 

1.3

How to request a paper copy of the Meeting Materials and of the Financial Statements

 

1.3.1

Before the Meeting

If your name appears on a share certificate, you are considered as a “registered shareholder”. You may request paper copies of the Meeting Materials and the Financial Statements at no cost to you by calling Computershare toll-free, within North America – 1-866-962-0498 or direct, from outside of North America – 514-982-8716 and entering your control number as indicated on your form of proxy.

If your Common Shares are listed in an account statement provided to you by an intermediary, you are considered as a “non-registered shareholder”. You may request paper copies of the Meeting Materials and the Financial Statements from Broadridge at no cost to you up to one year from the date the Management Information Circular or the date of the Annual Financial Statements was filed on SEDAR through the Internet by going to www.proxyvote.com or by telephone at 1-877-907-7643 and entering the 16-digit control number located on the voting instruction form or notification letter and following the instructions provided.

Please note that you will not receive another form of proxy or voting instruction form; please retain your current one to vote your shares.

In any case, requests should be received at least five (5) business days prior to the proxy deposit date and time which is set for June 17, 2019 at 5:00 p.m. (Eastern Time) in order to receive the Meeting Materials and the Financial Statements in advance of such date and the Meeting date. To ensure receipt of the paper copy in advance of the voting deadline and Meeting date, we estimate that your request must be received no later than 5:00 p.m. (Eastern Time) on June 5th, 2019.

 

1.3.2

After the Meeting

By telephone at 1-888-959-4007 or online at www.prometic.com/contact us. A copy of the Meeting Materials and the Financial Statements will be sent to you within ten (10) calendar days of receiving your request.

 

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Page | 6    2019 Management Information Circular


1.4

Voting

 

1.4.1

Registered shareholder

If you are a registered shareholder, you may vote your Common Shares on the Internet, by phone or by mail. Please refer to the instructions on your separate form of proxy on how to vote using these methods. You may also vote in person by presenting yourself at the Annual and Special Meeting of Shareholders to a representative of Computershare. If you wish to vote in person at the Meeting, do not complete or return the form of proxy.

 

1.4.2

Non-registered shareholder

Non-registered shareholders should refer to the instructions on the separate voting instruction form sent by the shareholder’s nominee. To vote in person at the Meeting, the non-registered shareholder must insert its own name in the space provided on the request for voting instructions provided by the nominee to appoint himself/herself as proxy holder and follow the instructions of the nominee.

The record date for determination of shareholders entitled to receive notice of and to vote at the Meeting is May 10, 2019.

The deadline for receiving duly completed forms of proxy or voting instruction forms or a vote using the telephone or over the Internet is 5:00 p.m. (Eastern Time) on June 17, 2019.

 

1.5

Questions

 

1.5.1

Registered shareholder

If you have any questions regarding this notice, the notice-and-access mechanism or the Meeting, please call Computershare at 1-800-564-6253 (toll free in Canada and the United States) between 8:30 a.m. and 8:00 p.m. Eastern Time or 514-982-7555 (international direct dial) or by email at service@computershare.com.

 

1.5.2

Non-registered shareholder

Any questions regarding this notice, the notice-and-access mechanism or the Meeting, please call Broadridge Investor Communication Solutions at 1-855-887-2244.

By order of the Board of Directors,

(s) Patrick Sartore

Patrick Sartore

Chief Legal Officer and Corporate Secretary

Laval, Québec, this 7th day of May, 2019

IMPORTANT

If you cannot attend the Meeting personally, please sign, date and return the enclosed Form of Proxy in the envelope provided for that purpose to the transfer agent of the Corporation, Computershare Trust Company of Canada, 100 University Avenue, 9th floor, Toronto, Ontario M5J 2Y1, no later than forty-eight hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any reconvened meeting following its adjournment or postponement.

 

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2019 Management Information Circular    Page | 7


Crisis consists precisely in the fact that the old is dying and the new cannot be born; in this interregnum a great variety of morbid symptoms appear.

 

Antonio Gramsci, 1930

Dear Shareholders:

April 23, 2019 reminded me of Antonio Gramsci’s famous observation, noted above. On that day, our company’s long and debilitating attempt to advance innovative and potentially life-saving therapies while hampered by ineffective execution finally reached its conclusion. The attempt ended because it could not continue from a financial standpoint. It also ended because those suffering from grave illnesses targeted by our therapies needed Prometic to survive and deliver on its promise. From crisis, Prometic has emerged revivified.

On April 23, 2019, Prometic recapitalized its balance sheet and implemented a series of measures to finance future growth, attract talent and improve governance – in short, to enable our business to reach its potential. Our secured debts were exchanged for common shares, Thomvest Asset Management and our new shareholder, Consonance Capital Management, invested $75 million, and our company found itself on sound financial ground. On that day, we also appointed Kenneth Galbraith as our new Chief Executive Officer. These transactions occurred because Thomvest and Consonance believe that our company has a valuable therapeutic pipeline to advance and commercialize and that Mr. Galbraith has the competence and vision to execute its strategy. As you get to know Ken, I am confident you will share our excitement about his potential to create value for Prometic shareholders.

We would like to welcome Gary Bridger, Neil Klompas and Timothy Wach to our board of directors. We believe Gary, Neil and Tim will add real value to Prometic. In 2019, we plan to add one or two additional new board members in connection with our proposed US listing. On behalf of all shareholders, I also give thanks to our departing board member, Paul Mesburis, for his service to the company, as well as to Simon Best, our new Lead Independent Director, for his leadership through difficult times and continued board service.

Prometic’s recapitalization and related measures resulted in significant dilution to our common shareholders and a reduction in the value in their shares. These losses were minor for some shareholders and material for others. However unfortunate, these measures and resultant losses were unavoidable and necessary in the circumstances to recapitalize Prometic’s balance sheet, obtain capital and recruit the executive talent required for our company to succeed. To dispel any confusion on this issue, let me be clear: the only alternative to these measures was insolvency and complete ruin for our shareholders. The company has attempted to mitigate this loss by undertaking a previously announced rights offering to enable our shareholders to acquire common shares at the same per share price paid by Thomvest and Consonance. We hope that after learning more from Mr. Galbraith about his plan for our company, you will consider renewing your support for Prometic. Of course, this is your decision alone to make.

It is a great privilege and responsibility to steward another’s capital and we will endeavour to realize Prometic’s potential value. Thank you for your continued support of the company.

 

Yours very truly,
(s) Stefan Clulow
Stefan Clulow
Chair of the Board of Directors

 

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Page | 8    2019 Management Information Circular


VOTING AND PROXIES

This Management Information Circular (the “Circular”) is provided in connection with the solicitation of proxies by or on behalf of the management of Prometic Life Sciences Inc. (the “Corporation”, “Prometic” or “We”) to all shareholders of the Corporation, for use at the Annual and Special Meeting of Shareholders of the Corporation (the “Meeting”) to be held on Wednesday, June 19, 2019 at the time and place and for the purposes set forth in the notice of meeting (the “Notice of Meeting”) and at any adjournment or postponement thereof. The information contained herein is given as at May 7, 2019, except as indicated otherwise. The solicitation will be made by mail but proxies may also be solicited personally or by telephone, by directors, officers or employees of the Corporation. The costs of this solicitation of proxies will be borne by the Corporation.

 

 

1

Notice-and-access

This year, as permitted by Canadian securities regulators, the Corporation has decided to use the “notice-and-access” mechanism for delivery to its shareholders of the Notice of Meeting, the Circular and other proxy-related materials (the “Meeting Materials”) as well as the annual audited consolidated financial statements of the Corporation for the financial year ending December 31, 2018, together with the independent auditor’s report thereon and related management’s discussion and analysis (together, the “Financial Statements”). Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials online, via SEDAR and one other website, rather than mailing paper copies of such materials to shareholders. Under notice-and-access, shareholders still receive a proxy form or voting instruction form enabling them to vote at the Corporation’s Meeting. However, instead of a paper copy of the Meeting Materials and the Financial Statements, shareholders receive a notice which contains information on how they may access the Meeting Materials and the Financial Statements online and how to request a paper copy. The use of notice-and-access will directly benefit the Corporation by substantially reducing its printing and mailing costs and is more environmentally friendly as it reduces paper use.

 

1.1

How to access the Meeting Materials and the Financial Statements

 

LOGO

In this Circular, unless otherwise specified or the context otherwise indicates, all amounts are expressed in Canadian dollars; reference to the singular shall include the plural and vice versa; the masculine shall include the feminine and vice versa.

 

1.2

Appointment and Revocation of Proxies

The persons proposed as proxies in the accompanying Form of Proxy are directors of the Corporation. A shareholder desiring to appoint some other person (who does not need to be a shareholder of the Corporation) to represent him at the Meeting may do so either by striking out the names designated in the accompanying Form of Proxy and inserting such other person’s name in the space provided or by completing another appropriate Form of Proxy and, in either case, by delivering the completed proxy or proxies to the Corporate Secretary of the Corporation or to its transfer agent, Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment or postponement thereof.

 

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2019 Management Information Circular    Page | 9


An individual shareholder must sign his name on the Form of Proxy exactly as the shares are registered.

For a corporation or other legal entity, the Form of Proxy must be signed by a duly authorized officer or attorney of the shareholder. If shares are registered in the name of an executor, administrator or trustee, the Form of Proxy must be signed exactly as the shares are registered.

If the shares are registered in the name of a deceased or other shareholder, the shareholder’s name must be printed in the space provided, the Form of Proxy must be signed by the legal representative with his name printed below his signature and evidence of authority to sign on behalf of the shareholder must be attached to the proxy.

In many cases, shares beneficially owned by a holder are registered in the name of a securities dealer or broker or other intermediary, or a clearing agency. Beneficial holders should, in particular, review the heading “Instructions for Non-Registered Shareholders” in this Circular and carefully follow the instructions of their intermediaries.

In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the shareholder or by his attorney duly authorized in writing or, if the shareholder is a corporation, by an officer or representative duly authorized in writing, and deposited with the Corporate Secretary of the Corporation or its transfer agent, Computershare Trust Company of Canada, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or postponement thereof, or with the Chair of the Meeting prior to the commencement of the Meeting or any adjournment or postponement thereof.

 

1.3

Instructions for Non-Registered Shareholders

The information set forth in this section is of significant importance to shareholders, as many of them hold their common shares (“Common Shares”) through brokers and their nominees and not in their own name. Shareholders who do not hold their Common Shares in their own name (referred to in this Circular as “Beneficial Shareholders”) should note that only proxies deposited by shareholders whose names appear on the records of the Corporation as the registered holders of the Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered under the name of the shareholder of the Corporation. Such Common Shares will more likely be registered under the name of “CDS and Co.”, as depository. Common Shares held by brokers or their nominees can only be voted (FOR or AGAINST any resolution or withhold from voting) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and nominees are prohibited from voting shares for their clients.

The applicable regulatory policy requires intermediaries and brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. The voting instruction form that is supplied to a Beneficial Shareholder by its broker is similar to the Form of Proxy provided to registered shareholders; however, the purpose of the voting instruction form is limited to instructing the registered shareholder on how to vote on behalf of the Beneficial Shareholder. A Beneficial Shareholder receiving a voting instruction form from an intermediary (the “Voting Instruction Form”) cannot use that proxy form to vote Common Shares directly at the Meeting, rather the proxy must be returned to the intermediary well in advance of the Meeting in order to have the Common Shares voted. A Beneficial Shareholder who wants to attend the Meeting and vote in person should carefully follow the instructions set forth in the Voting Instruction Form.

Unless otherwise indicated in this Circular, the form of proxy and the Notice of Meeting attached hereto, shareholders shall mean registered holders.

 

1.4

Exercise of Discretion by Proxy Holders

The Common Shares in respect of which the persons are named in the enclosed Form of Proxy will be voted or withheld from voting, on any ballot that may be called for, in accordance with the instructions received and, where a choice is specified, will be voted accordingly. In the absence of such instructions, such Common Shares will be voted IN FAVOUR of the matters set forth in the Notice of Meeting.

 

   Prometic Life Sciences Inc.
Page | 10    2019 Management Information Circular


The enclosed Form of Proxy confers discretionary authority with respect to amendments or variations to matters identified in the Notice of Meeting and other matters, which may properly be brought before the Meeting. At the date of this Circular, management is not aware of any such amendment or other matter to be presented for action at the Meeting. If such amendments, variations or other business are properly presented for action at the Meeting or at any adjournment or postponement thereof, the persons designated in the enclosed Form of Proxy will vote thereon in accordance with their judgment, pursuant to the discretionary authority conferred by the proxy with respect to such amendment or matters.

 

1.5

Voting Rights, Voting Shares and Principal Holders Thereof

 

1.5.1

Voting Rights and Voting Shares

As at May 7, 2019, 20,720,605,452 Common Shares were issued and outstanding, each carrying the right to one vote per Common Share. Except as hereinafter provided, at the Meeting, each holder of Common Shares shall be entitled to one vote for each such share registered in the holder’s name on May 10, 2019 (the “record date”).

Except for the Consolidation Resolution required to approve the Share Consolidation, the affirmative vote of a majority of the votes cast by the shareholders present in person or by proxy at the Meeting is required for the approval of all matters to be presented to shareholders at the Meeting. As for the Consolidation Resolution, the affirmative vote of at least two-thirds of the votes cast by the shareholders present in person of by proxy at the Meeting is required for such resolution to be approved.

The voting rights attached to the issued and outstanding Common Shares represent 100% of the aggregate voting rights attached to the Corporation’s issued and outstanding securities.

 

1.5.2

Principal Holders of Securities

As at May 7, 2019, to the knowledge of the Corporation’s directors and officers, no person other than the persons listed below beneficially owns, directly or indirectly, or exercises control or direction over, shares carrying more than ten percent (10%) of the voting rights attached to the voting securities of the Corporation.

 

Name

   Class of Securities      Number of Securities      % of Common Shares
Issued and Outstanding
 

Structured Alpha LP

     Common Shares        16,718,235,701        80.68

Consonance(1)

     Common Shares        3,287,310,980        15.87

 

(1)

Being Consonance Capital Master Account LP (3,029,868,836) and P Consonance Opportunities LTD (257,442,144)

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 11


Business of the meeting

 

 

1

Financial Statements and Auditor’s Report

The consolidated financial statements of the Corporation for the financial year ended on December 31, 2018 and the auditors’ report thereon will be presented at the Meeting, but no vote thereon is required or expected. These consolidated financial statements are reproduced in the Corporation’s 2018 Annual Report which was sent to registered shareholders who informed the Corporation in writing that a copy of the consolidated financial statements was wanted and to the Beneficial Shareholders who requested a copy of such document. The Corporation’s 2018 Annual Report is available on SEDAR (www.sedar.com) as well as on the Corporation’s website (www.prometic.com).

 

 

2

Election of Directors

The restated articles of incorporation of the Corporation provide that the board of directors of the Corporation (the “Board of Directors” or the “Board”) shall be made up of a minimum of three and a maximum of fifteen directors.

Seven directors will be proposed for election at the Meeting to hold office until the next annual meeting of shareholders or until their successors are elected or appointed.

Four of the nominees listed herein are current directors of the Corporation. See Section “Nominee for Election to the Board of Directors” for additional information on each of the nominee directors.

 

2.1

Majority Voting Policy

The Corporation has a Majority Voting Policy that applies to uncontested elections whereby any nominee for election as a director at the annual meeting of shareholders, for whom the number of votes withheld exceeds the number of votes cast in his or her favor (50 % + 1 vote), will be deemed not to have received the support of shareholders, even if he or she is elected. A director elected in such circumstances must immediately tender his or her resignation as director of the Corporation. Each nominee for election as a director signs a conditional letter of resignation, which automatically becomes effective following an uncontested election where said nominee receives a number of votes withheld which exceeds the number of votes cast in his or her favor (50 % + 1 vote). The Board shall accept the resignation absent the exceptional circumstances expressly described in the Majority Voting Policy regarding quorum of directors for a Board meeting. In the exceptional circumstances where the Board does not accept the resignation of the director, the director(s) who tendered their resignations will not be permitted to (i) participate in any discussions, deliberations or actions by the Board of Directors with respect to his/her own resignation and (ii) participate to any Board and/or committee meetings, unless his/her presence is required to attain quorum; and such director will not be nominated for election the following year. The Board will issue a press release announcing the resignation of the director or explaining the reasons justifying its decision not to accept the resignation.

Unless instructed to withhold the vote in the accompanying Form of Proxy, it is the intention of the persons named therein to vote the Common Shares represented thereby “FOR” the election of each of the nominees listed in the Section “Nominees for Election to the Board of Directors”. Management is not aware that any of such nominees would be unwilling or unable to serve as director if elected. If any nominee becomes unable to serve as a director for any reason prior to the Meeting, and if a shareholder authorizes the persons proposed as proxies in the accompanying Form of Proxy to act as proxy holder at the Meeting, such persons reserve the discretionary right to vote for other management nominees, unless directed to withhold from voting.

By filling in the accompanying Form of Proxy, shareholders may vote for all directors or chose to withhold their vote from some or all of the directors proposed for election.

 

   Prometic Life Sciences Inc.
Page | 12    2019 Management Information Circular


 

3

Appointment of Auditors

The current auditors, Ernst & Young LLP, have served as auditors of the Corporation since May 2010.

The audit fees, audit-related fees, tax fees and all other fees billed by Ernst & Young LLP to the Corporation during the last financial year and during the financial year spanning from January 1, 2017 to December 31, 2017 (the “2017 Financial Year”) are set out under the heading “External Auditor Services Fees” in the Annual Information Form (the “2018 AIF”) of the Corporation for the financial year ended December 31, 2018 (the “2018 Financial Year”). The 2018 AIF is available on SEDAR (www.sedar.com) as well as on the Corporation’s website (www.prometic.com).

The Board have decided that Ernst & Young LLP, will not stand for reappointment as auditors given their non-audit business relationship with a corporation under common control with Structured Alpha LP, our principal and controlling shareholder. The Corporation is proposing to appoint PricewaterhouseCoopers LLP as auditors until the next annual meeting of shareholders of the Corporation or until their successors are appointed. In connection with this proposed change, please see the enclosed Notice of Change of Auditor attached to this Circular as Schedule “G”. The Corporation has not yet received the letters from Ernst & Young LLP and PricewaterhouseCoopers LLP. The complete change of auditor reporting package will be filed on SEDAR at www.sedar.com. Shareholders will be asked to vote for an ordinary resolution (in substantially the form attached to this Circular as Schedule “F”) to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Corporation until the end of the next annual meeting of the Shareholders and to authorize the directors to fix their remuneration.

The Board unanimously recommends that shareholders vote “FOR” the appointment of PricewaterhouseCoopers LLP as auditors of the Corporation, to hold office until the next annual meeting of shareholders or until their successors are appointed and to vote to authorize the Board to fix the auditors’ remuneration. Unless instructed to vote against in the accompanying Form of Proxy, it is the intention of the persons named therein to vote the Common Shares represented thereby “FOR” the appointment of PricewaterhouseCoopers LLP, as auditors of the Corporation, to hold office until the next annual meeting of shareholders or until their successors are appointed and to vote to authorize the Board to fix the auditors’ remuneration.

 

 

4

Omnibus Incentive Plan

Prometic established, on November 4, 1997, a Stock Option Plan (the “Option Plan”), which was amended from time to time thereafter. This Option Plan provided that a maximum of 40,634,585 Common Shares may be issued thereunder. A summary of the Option Plan is found at Schedule “B”. Prometic also established, on May 6, 2009, a Restricted Share Unit Plan (the “RSU Plan”) which was amended from time to time thereafter. The RSU Plan provided that a maximum of 38,360,248 Common Shares may be issued thereunder. A summary of the RSU Plan is found at Schedule “C”.

On May 7, 2019, the Board adopted, subject to approval by Prometic’s shareholders at the Meeting and the Toronto Stock Exchange (the “TSX”), a certain incentive plan (the “Omnibus Incentive Plan”). The Omnibus Incentive Plan is a long-term incentive plan that permits the grant of stock options, Restricted Share Units (“RSUs”) and Performance Share Units (“PSUs”) to directors, executive officers, employees and consultants of the Corporation and its subsidiaries (collectively, the “Eligible Individuals”).

The Omnibus Incentive Plan is designed to, among other things, promote a proprietary interest in the Corporation among Eligible Individuals and to align the interests of such individuals with the interests of shareholders post-Restructuring Transaction (as defined under “Executive Compensation” below). The Omnibus Incentive Plan, if approved, will also help to streamline the administration of long-term incentive awards, as all new awards granted by the Corporation will be governed by a single plan.

At the Meeting, shareholders will be asked to consider and, if deemed appropriate, approve an ordinary resolution approving the Omnibus Incentive Plan (the “Omnibus Incentive Plan Resolution”). The full text of the Omnibus Incentive Plan Resolution is attached to this Circular as Schedule “D”. In order to be adopted, the Omnibus Incentive

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 13


Plan Resolution requires a majority of the votes cast, in person or by proxy, at the Meeting by shareholders of the Corporation. The Board believes that the Omnibus Incentive Plan is in the best interest of the Corporation and its shareholders and unanimously recommends that shareholders vote “FOR” the Omnibus Incentive Plan Resolution. Unless instructed to vote against in the accompanying Form of Proxy, it is the intention of the persons named therein to vote the Common Shares represented thereby “FOR” the Omnibus Incentive Plan Resolution.

If the Omnibus Incentive Plan Resolution is passed, the Omnibus Incentive Plan will replace the Corporation’s Option Plan and RSU Plan (collectively with the Option Plan, the “Prior Plans”, the terms of which are summarized in Schedule “B” and Schedule “C” to this Management Information Circular) in respect of future awards, and no new awards will be granted under such Prior Plans. Outstanding awards granted pursuant to the Prior Plans will continue to be governed by the terms of such Prior Plans until such awards are exercised, expire, or are otherwise terminated or cancelled. If the Omnibus Incentive Plan is not approved by our shareholders at the Meeting, the Omnibus Incentive Plan will terminate in its entirety.

In connection with the proposed Omnibus Incentive Plan, the Board is seeking approval for 3,749,714,100 Common Shares to be made available for issuance pursuant to awards granted under the Omnibus Incentive Plan. Common Shares issuable pursuant to awards granted under the Omnibus Incentive Plan that expire, or are terminated, forfeited or cancelled, will again be available for issuance pursuant to awards subsequently granted under the Omnibus Incentive Plan. The number of Common Shares available for issuance pursuant to awards granted under the Omnibus Incentive Plan will be subject to adjustment in the event of a share split, share dividend, reverse share split, reorganization, share combination, recapitalization or similar event affecting the capital structure of the Corporation.

Terms of the Omnibus Incentive Plan

The Omnibus Incentive Plan will allow for a variety of equity-based awards that provide different types of incentives to be granted to our directors, executive officers, employees and consultants, including options, RSUs and PSUs, (collectively referred to as “awards”). The Board will initially be responsible for administering the Omnibus Incentive Plan, and may delegate its responsibilities thereunder.

The Board, in its sole discretion, will from time to time designate the directors, executive officers, employees and consultants of the Corporation and its subsidiaries to whom awards shall be granted and determine, if applicable, the number of Common Shares to be covered by such awards and the terms and conditions of such awards. Other than as determined and approved by the Board at the time of grant, each award granted under the Omnibus Incentive Plan shall not be assignable or transferable.

Shares Reserved for Issuance

The maximum number of Common Shares reserved for issuance under the Omnibus Incentive Plan will be 3,749,714,100. Common Shares will not be deemed to have been issued pursuant to the Omnibus Incentive Plan with respect to any portion of an award that is settled in cash.    

Insider Participation Limit

The aggregate number of Common Shares issuable to insiders and their associates at any time under the Omnibus Incentive Plan and any other proposed or established share compensation arrangements shall not exceed 10% of the issued and outstanding Common Shares, and the aggregate number of Common Shares issued to insiders and their associates under the Omnibus Incentive Plan and any other proposed or established share compensation arrangements within any one-year period shall not exceed 10% of the issued and outstanding Common Shares.

Options

All options granted under the Omnibus Incentive Plan will have an exercise price determined and approved by the Board at the time of grant, which shall not be less than the market price of the Common Shares on the date of the grant. For purposes of the Omnibus Incentive Plan, the market price of the Common Shares as at a given date shall be the volume weighted average trading price on the TSX for the five trading days before such date.

 

   Prometic Life Sciences Inc.
Page | 14    2019 Management Information Circular


Subject to any vesting conditions set forth in a participant’s grant agreement, an option shall be exercisable during a period established by the Board which shall not be more than ten years from the grant of the option. The Omnibus Incentive Plan will provide that the exercise period shall automatically be extended if the date on which it is scheduled to terminate shall fall during a blackout period. In such cases, the extended exercise period shall terminate ten business days after the last day of the blackout period. The Board may, in its discretion, provide for procedures to allow a participant to elect to undertake a “cashless exercise” or a “net exercise” in respect of options.

Share Units

The Board is authorized to grant RSUs and PSUs evidencing the right to receive Common Shares (issued from treasury or purchased on the open market), cash based on the value of a Common Share or a combination thereof at some future time to eligible persons under the Omnibus Incentive Plan.

RSUs generally become vested, if at all, following a period of continuous employment. PSUs are similar to RSUs, but their vesting is, in whole or in part, conditioned on the attainment of specified performance metrics as may be determined by the Board. The terms and conditions of grants of RSUs and PSUs, including the quantity, type of award, grant date, vesting conditions, vesting periods, settlement date and other terms and conditions with respect to these awards will be set out in the participant’s grant agreement.

Subject to the achievement of the applicable vesting conditions, the payout of an RSU or PSU will generally occur on the settlement date.

Dividend Share Units

If, as the case may be, dividends (other than share dividends) are paid on the Common Shares, additional share unit equivalents (“Dividend Share Units”) will be automatically granted to each participant who holds RSUs or PSUs on the record date for such dividends, and be subject to the same vesting or other conditions applicable to the related RSUs or PSUs, as applicable. The Corporation does not currently anticipate paying dividends on the Common Shares.

General Conditions applicable on Termination

Upon a participant ceasing to be an Eligible Individual for cause (which includes gross misconduct, theft, fraud, breach of confidentiality or breach of the Corporation’s code of business conduct and ethics and any other reason determined by the Corporation to be cause for termination in accordance with applicable law), any awards granted to such participant, whether vested or unvested on the termination date, shall terminate automatically and become void immediately on the termination date. Upon a participant ceasing to be an Eligible Individual as a result of his or her resignation from the Corporation or its subsidiary, as applicable, or in the case of termination without cause, (i) a portion of the PSUs and/or RSUs granted to such participant under the Omnibus Incentive Plan will immediately vest and be settled (based on the vesting terms up to the termination date, as determined in the final and sole discretion of the Board), (ii) all unvested options will be forfeited on the termination date, and (iii) vested options will remain exercisable until the earlier of (A) thirty (30) days after the termination date or the expiry date of the options, after which time all options will expire, in the case of the individual’s resignation or (B) ninety (90) days after the termination date or the expiry date of the options, after which time all options will expire, in the case of termination without cause. Upon a participant’s termination of employment as a result of death or disability, (i) all rights, title and interest in options granted to such participant under the Omnibus Incentive Plan, which are unvested on the termination date, will continue to vest in accordance with the terms of this Omnibus Incentive Plan and the participant’s grant agreement for a period of up to two years, subject to the underlying options’ expiry date, (ii) vested options (including such options that vest during the period following the termination date) will remain exercisable until the earlier of (A) two years after the termination date and (B) the expiry date of the options, after which time all options will automatically expire, and (iii) a portion of PSUs and/or RSUs granted to the participant under the Omnibus Incentive Plan will immediately vest on the termination date and be settled.

 

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2019 Management Information Circular    Page | 15


Adjustments

In the event of any subdivision, consolidation, reclassification, reorganization or any other change affecting the Common Shares, or any merger or amalgamation with or into another corporation, or any distribution to all security holders of cash, evidences of indebtedness or other assets not in the ordinary course, or any transaction or change having a similar effect, the Board shall in its sole discretion, subject to the required approval of any stock exchange, determine the appropriate adjustments or substitutions to be made in such circumstances in order to maintain the economic rights of the participants in respect of awards under the Omnibus Incentive Plan, including, without limitation, adjustments to the exercise price, the number and kind of securities subject to unexercised awards granted prior to such change and/or permitting the immediate exercise of any outstanding awards that are not otherwise exercisable.

Trigger Events; Change of Control

The Omnibus Incentive Plan will provide that certain events, including termination for cause, resignation, termination other than for cause, retirement, death or disability, may trigger forfeiture or reduce the vesting period, where applicable, of the award, subject to the terms of the participant’s grant agreement. A participant’s grant agreement or any other written agreement between a participant and us may provide, where applicable, that unvested awards be subject to acceleration of vesting and exercisability in certain circumstances, including in the event of certain change of control transactions. The Board may at its discretion accelerate the vesting, where applicable, of any outstanding awards notwithstanding the previously established vesting schedule, regardless of any adverse or potentially adverse tax consequences resulting from such acceleration or, subject to applicable regulatory provisions and shareholder approval, extend the expiration date of any award, provided that the period during which an option is exercisable does not exceed ten years from the date such option is granted or that the period relating to RSUs and PSUs does not exceed three years. Similarly, in the event of a change of control, the Board will have the power, in its sole discretion, to modify the terms of the Omnibus Incentive Plan and/or the awards granted thereunder (including to cause the vesting of all unvested awards) to assist the participants to tender into a take-over bid or any other transaction leading to a change of control. In such circumstances, the Board shall be entitled to, in its sole discretion, provide that any or all awards shall terminate, provided that any such outstanding awards that have vested shall remain exercisable until consummation of such change of control, and/or permit participants to conditionally exercise awards.

Amendments and Termination

The Board will be entitled to suspend or terminate the Omnibus Incentive Plan at any time, or from time to time amend or revise the terms of the Omnibus Incentive Plan or of any granted award, provided that no such suspension, termination, amendment or revision will be made, (i) except in compliance with applicable law and with the prior approval, if required, of the shareholders, the TSX or any other regulatory body having authority over the Corporation, and (ii) if it would adversely alter or impair the rights of any participant, without the consent of the participant except as permitted by the terms of the Omnibus Incentive Plan, provided however, subject to any applicable rules of the TSX, the Board may from time to time, in its absolute discretion and without the approval of shareholders, make, amongst others, the following amendments to the Omnibus Incentive Plan or any outstanding award:

 

   

any amendment to the vesting provisions, if applicable, or assignability provisions of awards;

 

   

any amendment to the expiration date of an award that does not extend the terms of the award past the original date of expiration for such award;

 

   

any amendment regarding the effect of termination of a participant’s employment or engagement;

 

   

any amendment to the terms and conditions of grants of awards, the quantity, type of award, grant date, vesting periods, settlement date and other terms and conditions with respect to the awards;

 

   

any amendment which accelerates the date on which any award may be exercised or payable under the Omnibus Incentive Plan;

 

   

any amendment to the definition of an eligible participant under the Omnibus Incentive Plan;

 

   Prometic Life Sciences Inc.
Page | 16    2019 Management Information Circular


   

any amendment necessary to comply with applicable law or the requirements of the TSX or any other regulatory body;

 

   

any amendment of a “housekeeping” nature, including, without limitation, to clarify the meaning of an existing provision of the Omnibus Incentive Plan, correct or supplement any provision of the Omnibus Incentive Plan that is inconsistent with any other provision of the Omnibus Incentive Plan, correct any grammatical or typographical errors or amend the definitions in the Omnibus Incentive Plan;

 

   

any amendment regarding the administration of the Omnibus Incentive Plan;

 

   

any amendment to add a provision permitting the grant of awards settled otherwise than with Common Shares issued from the treasury;

 

   

any amendment to add a cashless exercise feature or net exercise procedure;

 

   

any amendment to add a form of financial assistance; and

 

   

any other amendment that does not require the approval of the holders of Common Shares pursuant to the amendment provisions of the Omnibus Incentive Plan.

For greater certainty, the Board shall be required to obtain shareholder approval to make the following amendments:

 

   

any increase in the maximum number of Common Shares that may be issuable pursuant to the Omnibus Incentive Plan;

 

   

except for adjustments permitted by the Omnibus Incentive Plan, any reduction in the exercise price of an award or any cancellation of an award and replacement of such award with an award with a lower exercise price, to the extent such reduction or replacement benefits an insider;

 

   

any extension of the term of an award beyond its original expiry time to the extent such amendment benefits an insider;

 

   

any increase in the maximum number of Common Shares that may be issuable to insiders pursuant to the insider participation limit;

 

   

any amendment which increases the maximum number of common shares that may be issuable upon exercise of options intended to meet the requirements of Section 422 of the United States Internal Revenue Code of 1986 (the “Incentive Stock Options”) or modifies the definition of Eligible Participant used for purposes of determining eligibility for the grant of an Incentive Stock Option; and

 

   

any amendment to the amendment provisions of the Omnibus Incentive Plan.

Except as specifically provided in a grant agreement approved by the Board, awards granted under the Omnibus Incentive Plan are generally not transferable other than by will or the laws of succession.

The Corporation currently does not provide any financial assistance to participants under the Omnibus Incentive Plan.

 

 

5

Share Consolidation

At the Meeting, shareholders will be asked to consider a special resolution (the “Consolidation Resolution”), authorizing the Board to amend the articles of the Corporation to effect a consolidation of all of the issued and outstanding Common Shares on the basis of a consolidation ratio to be selected by the Board within a range between seven hundred fifty (750) pre-consolidation Common Shares for one (1) post-consolidation Common Share and one thousand two hundred fifty (1250) pre-consolidation Common Shares for one (1) post-consolidation Common Share (the “Share Consolidation”), effective as at the discretion of the Board. For illustrative purposes, as of the date hereof, the number of Common Shares issued and outstanding would equal 27,627,473 if the consolidation were to be effected with the seven hundred fifty (750) for one ratio and 16,576,484 in the case of the one thousand two hundred fifty (1250) for one ratio. If the Consolidation Resolution is approved, the date of the Share Consolidation will be determined at the discretion of the Board, provided that such date shall be before June 20, 2020 (the “Effective Time”).

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 17


As disclosed in the 2018 Management Information Circular, the Corporation is continuing to prepare for a secondary listing of its Common Shares on NASDAQ. Consequently, the Corporation has continued to build relationships with financial advisors to provide advice as part of a potential listing on NASDAQ.

The Board proposes to reduce the number of Common Shares of the Corporation in order, amongst other things, to improve the ability for institutional investors to purchase Common Shares of the Corporation and in anticipation of a cross-listing on a U.S. exchange at some time in the future. The Board believes that it is in the best interests of the Corporation and the shareholders to reduce the number of outstanding Common Shares by way of the Share Consolidation, because, amongst other things, it will (a) enable those whose interest in Common Shares is less than within a range between 750 and 1250 pre-consolidation Common Shares, and therefore having an amount of Common Shares that is practically untradeable, to receive a return of capital in consideration for the cancellation of their Common Shares; and (b) facilitate a listing on a U.S. exchange by raising the share price to an appropriate level and position the Common Shares in the best possible manner to attract investor interest from the United States and other jurisdictions.

Furthermore, the Board believes that the Corporation and the shareholders will benefit from the reduced number of Common Shares and from the listing of the Common Shares on a U.S. exchange.

If the Share Consolidation would otherwise result in a person with an interest in Common Shares being entitled to less than one (1) post-consolidation Common Share following the Share Consolidation under the Consolidation Resolution:

 

  (i)

in the event that a shareholder would be entitled to receive a fractional Common Share after the Consolidation that is equivalent to less than 75% of a whole post-consolidation Common Share, the Corporation intends, pursuant to the Share Resolution, for the Corporation to buy the fraction and send payment to the holder (except for amounts of C$5 or less, which shall be retained for the benefit of the Corporation). The price to be paid for a fraction will be based on the average closing price of the Common Shares on the TSX for the five trading days immediately prior to the Effective Time (the “Average Closing Price”) and shall result in payment for each whole pre-consolidation Common Share held prior to the Share Consolidation which together constitute the fraction; or

 

  (ii)

in the event that a shareholder would be entitled to receive a fractional Common Share after the Consolidation that is equivalent to 75% or more of a whole post-consolidation Common Share, the Corporation intends, pursuant to the Share Resolution, for the Corporation to round up to one whole Common Share.

If the Share Consolidation would otherwise result in a person with an interest in Common Shares being entitled to post-consolidation Common Share(s) and to fractional post-consolidation Common Share(s), the Corporation intends, pursuant to the Share Resolution:

 

  (i)

in the event that a shareholder would be entitled to receive a fractional Common Share after the Consolidation that is equivalent to less than 75% of a whole post-consolidation Common Share, the Corporation intends, pursuant to the Share Resolution, for the Corporation to buy the fraction and send payment to the holder (except for amounts of C$5 or less, which shall be retained for the benefit of the Corporation). The price to be paid for a fraction will be based on the Average Closing Price and shall result in payment for each whole pre-consolidation Common Share held prior to the Share Consolidation (other than the pre-consolidation Common Shares consolidated into post-consolidation Common Shares) which together constitute the fraction; or

 

  (ii)

in the event that a shareholder would be entitled to receive a fractional Common Share after the Consolidation that is equivalent to 75% or more of a whole post-consolidation Common Share, the Corporation intends, pursuant to the Share Resolution, for the Corporation to round up to one whole Common Share.

 

   Prometic Life Sciences Inc.
Page | 18    2019 Management Information Circular


Although shareholder approval for the Share Consolidation is being sought at the Meeting, the Share Consolidation would become effective at a date in the future to be determined by the Corporation if and when it is considered to be in the best interest of the Corporation to implement the Share Consolidation. The Board may determine not to implement the Share Consolidation at any time after the Meeting without further action on the part of or notice to the shareholders.

There can be no assurance whatsoever that any increase in the market price per Common Share will result from the proposed Share Consolidation and there is no assurance whatsoever that the Common Shares of the Corporation will be listed on NASDAQ.

If the proposed Share Consolidation is approved by the shareholders and all regulatory requirements are complied with, including the approval of the TSX, and implemented by the Board, following the announcement by the Corporation of the effective date of the Share Consolidation, registered shareholders will be sent a letter of transmittal by the Corporation’s transfer agent, Computershare Trust Company of Canada, containing instructions on how to exchange their share certificates representing pre-consolidation Common Shares for new share certificates representing post-consolidation Common Shares. Non-registered shareholders holding their Common Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Share Consolidation than those that will be put in place by the Corporation for the registered shareholders. If you hold your Common Shares with such a bank, broker or other nominee and if you have any questions in this regard, you are encouraged to contact your nominee.

To be effective, the Canada Business Corporations Act (the “CBCA”) requires that the Consolidation Resolution be approved by a special resolution of the shareholders, being a majority of not less than two-thirds (2/3) of the votes cast by shareholders present in person or by proxy at the Meeting. In addition to the approval of the shareholders, the Share Consolidation requires the approval of the TSX. The Corporation will apply to the TSX for conditional approval of the proposed Share Consolidation, which approval is subject to the Corporation fulfilling standard listing conditions. If the Corporation obtains shareholder approval, the Consolidation Resolution would be valid for one year, starting June 20, 2019.

The full text of the Consolidation Resolution approving the proposed Share Consolidation is attached to this Circular as Schedule “E”.

The Board believes that the proposed Share Consolidation is in the best interest of the Corporation and its shareholders and unanimously recommends that shareholders vote “FOR” the Consolidation Resolution. Unless instructed to vote against in the accompanying Form of Proxy, it is the intention of the persons named therein to vote the Common Shares represented thereby “FOR” the Consolidation Resolution.

This description of the reasons and the procedure for a Share Consolidation shall not constitute an offer of securities or a definitive statement regarding the potential offering of securities as part of a secondary listing on NASDAQ.

 

 

6

Other Matters

Management is not aware of any matters to be brought before the Meeting other than those set forth in the Notice accompanying this Circular.

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 19


NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

 

 

1

Directors’ Biographies

The following tables set forth the name and place of residence of each individual proposed to be nominated at the Meeting for election as a director of the Corporation, as well as each individual’s position within the Corporation (where applicable), their period of service as director, their age, information relating to committee membership, independence, meeting attendance, principal occupation within the five preceding years and the number of securities of the Corporation beneficially owned or controlled, directly or indirectly, by each such individual. The information related to the number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, not being within the knowledge of the Corporation, has been provided by the respective proposed directors individually, as at May 7, 2019.

 

Stefan Clulow

Ontario, Canada

Age: 48

Director since 2014

Non-independent

2018 AGM Voting Results:

 

     %      #  

For:

     94.42        265,268,033  

Withheld:

     5.58        15,662,574  
Value of Total Compensation Received as Director:

 

Financial Year           Value ($)  

2017

        128,888  

2018

        157,500  

Mr. Stefan Clulow is Chair of the Board of Directors of Prometic. Mr Clulow is also Managing Director and Chief Investment Officer of Thomvest Asset Management, a private investment firm. Mr. Clulow sits on the boards of a number of private companies and charitable organizations.

Mr. Clulow received a B.A. and an LL.B. from McGill University. He is a member of the State Bar of California and the Law Society of Ontario.

Mr. Stefan Clulow was designated by SALP to sit on the Board, pursuant to the Restructuring Agreement (as defined below under “Executive Compensation”), which entitles SALP to designate two persons for election to the Board.

Ownership:

 

Common Shares    Stock Options      RSUs  

90,000

     470,204        —    
 

 

Board/Committee Membership    Position Held      Meeting Attendance  

Board

     Member        6/6        100

PSDAM Committee

     Member        4/4        100

Other Public Directorships in the Past 5 Years

        

None

        

 

   Prometic Life Sciences Inc.
Page | 20    2019 Management Information Circular


Kenneth Galbraith

British Columbia, Canada

Age: 56

Director since 2016

Non-independent

2018 AGM Voting Results:

 

     %      #  

For:

     90.76        254,986,445  

Withheld:

     9.24        25,944,162  

Value of Total Compensation Received as Director:

 

Financial Year    Value ($)  

2017

     142,994  

2018

     177,500  

Mr. Kenneth Galbraith is Chief Executive Office of Prometic. He is also Managing Director of Five Corners Capital. He joined Ventures West as a General Partner in 2007 and led the firm’s biotech practice prior to founding Five Corners Capital in 2013 to continue managing the Ventures West investment portfolio. Mr. Galbraith is a well-known and active member of the North American life sciences community with over 30 years of experience acting as an executive, director, investor and advisor to companies in the biotechnology, medical device, pharmaceutical and healthcare sectors. Previously, Mr. Galbraith served as the Chairman and Interim CEO of AnorMED, a biopharmaceutical company focused on new therapeutic products in hematology, HIV and oncology, until its sale to Genzyme Corp. in a cash transaction worth almost US$600 million. Starting in the biotech sector in 1987, Mr. Galbraith spent 13 years in senior management with QLT Inc., a global biopharmaceutical company specializing in developing treatments for eye diseases and oncology, retiring in 2000 from his position as Executive VP and CFO when QLT’s market capitalization exceeded US$5 billion. He has served on the board of directors of several public and private biotechnology companies, including Zymeworks, Angiotech Pharmaceuticals (ANPI), Aquinox (AQXP), Alder Pharmaceuticals (ALDR), Tekmira (TKMR) and Cardiome Pharma (CRME). He currently serves on the Board of Directors of Macrogenics (MGNX) and Profound Medical.

Mr. Galbraith earned a Bachelor of Commerce (Honours) degree from the University of British Columbia in 1985 and appointed a Fellow of the Chartered Accountants of BC in 2013.

Ownership:

 

Common Shares    Stock Options      RSUs  

0

     284,076        —    
 

 

Board/Committee Membership    Position Held      Meeting Attendance  

Board

     Member        6/6        100

HR and Compensation Committee

     Member        6/6        100

PSDAM Committee

     Member        3/4        75

Other Public Directorships in the Past 5 Years

 

Date    Company    Jurisdiction    Stock Exchange

2017-Current

   Profound Medical    Ontario    TSX

2008-Current

   Macrogenics    Delaware    NASDAQ

2008-2016

   Zymeworks Inc.    British-Columbia    TSX/NYSE

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 21


Simon Geoffrey Best

Edinburgh, United Kingdom

Age: 62

Director since 2014

Independent

2018 AGM Voting Results:

 

     %      #  

For:

     87.25        245,117,480  

Withheld:

     12.75        35,813,127  

Value of Total Compensation Received as Director:

 

Financial Year    Value ($)  

2017

     292,924  

2018

     297,674  

Prof. Simon Best is Lead Independent Director of Prometic. He was Chairman of the Board from May 2014 to April 23, 2019, as well as President and Chief Executive Office by Interim from December 19, 2018 to April 23, 2019.

Prof. Best is a seasoned veteran of the global Lifescience Industry with experience, both as a Founder, Chief Executive Officer and Chairman or board member of entrepreneurial companies and as a Chairman or board member of major industry bodies and public sector institutions in the UK, USA, Europe, Asia and Latin America including the UK BioIndustry Association (BIA) and the US Biotechnology Industry Organization (BIO). He is also an experienced Angel, Venture Capital and Private Equity investor. In 1999, the World Economic Forum nominated him a Global Leader of Tomorrow and in 2000, a Technology Pioneer of the Year. In 1999, he was nominated as “Science and Technology Venturer of the Year” by the Financial Times. He was awarded the London Business School Alumni Achievement Prize in 2007. He holds an MBA from London Business School and an Honorary Doctorate and B.Mus from York University. In 2007, he was elected a Fellow of the Royal Society of Edinburgh. In 2008, he was awarded an OBE by Queen Elizabeth II and appointed a Visiting Professor of Medicine by the University of Edinburgh.

From November 2015 to December 2017, Prof. Best served on the board of Evofem Inc., a women’s health company based in San Diego. From March 2010 to August 2015, Prof. Best was the Chairman of Edinburgh BioQuarter with responsibility for company formation and technology transfer for the University of Edinburgh. In September 2015, this entity was replaced by Sunergos Innovations Limited. Sunergos was reabsorbed by the University in February 2017 after which Prof. Best continued to serve as a Senior Advisor. Prof. Best held also the position of Chief Executive Officer at Aquapharm Biodiscovery Ltd. (a company in the sector of drug discovery) from May 2010 to November 2012.

Ownership:

 

Common shares    Stock Options      RSUs  

370,000

     1,936,004        —    
 

 

Board/Committee Membership

 

     Position Held   Meeting Attendance

Board

   Chairman(1)   6/6    100%

Audit, Risk and Finance Committee

   Member   5/5    100%

HR and Compensation Committee

   Member   6/6    100%

Corporate Governance and Nominating Committee

   Member   5/5    100%

PSDAM Committee

   Chair   4/4    100%

Defense Strategy Committee

   Chair   2/2    100%

Other Public Directorships in the Past 5 Years

None

 

(1)

Prof. Simon Best was Chairman of the Board until the appointment of Mr. Stefan Clulow as Chair of the Board on April 23, 2019. Prof. Best was appointed Lead Independent Director simultaneously.

 

   Prometic Life Sciences Inc.
Page | 22    2019 Management Information Circular


Gary J. Bridger

 

Washington, United States

Age: 56

New Nominee

Independent

   Dr. Gary Bridger has served as a member of the board of directors of X4 Pharmaceuticals, Inc. since October 2018. From February 2015 to December 2017, Dr. Bridger served as a consultant to Xenon Pharmaceuticals Inc., a biopharmaceutical company, where he previously served as the Executive Vice President of Research and Development from January 2013 to February 2015. From October 2013 to October 2015, Dr. Bridger served as a Managing Director at Five Corners Capital Inc. From June 2010 to June 2012, Dr. Bridger served as a venture partner at Venture West Capital Management, a venture capital firm. From November 2006 to December 2007, Dr. Bridger served as Senior Vice President of Research and Development of Genzyme Corporation, a biotechnology company, which was acquired by Sanofi, S.A. In June 1996, Dr. Bridger co-founded AnorMED Inc., a biopharmaceutical company, and was its Vice President of Research and Development and Chief Scientific Officer from 2000 until its acquisition by Genzyme in November 2006. Dr. Bridger has served on the board of directors of Aquinox Pharmaceuticals, Inc. since 2013. Dr. Bridger previously served on the board of directors of Alder BioPharmaceuticals, Inc., a biopharmaceutical company, from 2013 to 2016. Dr. Bridger serves on the scientific advisory board of Alectos Therapeutics Inc., a biopharmaceutical company. Dr. Bridger holds a Ph.D. in Organic Chemistry from the University of Manchester Institute of Science and Technology.
   Ownership:      
     Common Shares    Stock Options    RSUs
                   —                        —                      —  

Other Public Directorships in the Past 5 Years

Date    Company      Jurisdiction      Stock Exchange  

2013-present

     Aquinox Pharmaceuticals, Inc.        British-Columbia        NASDAQ  

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 23


Neil A. Klompas

 

British Columbia, Canada

Age: 47

New Nominee

Independent

   Mr. Neil A. Klompas joined Zymeworks Inc. in March 2007 where he currently serves as Chief Financial Officer. Prior to joining Zymeworks, he worked with KPMG LLP in Canada and the United States, most recently (from 2005 to 2007) with KPMG’s Pharmaceuticals, Biotechnology and Medical Device M&A Transaction Services practice in Princeton, New Jersey, where he advised on transactions including mergers, acquisitions, divestitures and strategic alliances. Prior to that, from 2000 to 2005 Mr. Klompas worked with KPMG’s Canadian Biotechnology and Pharmaceuticals practice. Mr. Klompas is a Chartered Professional Accountant and is a member of Chartered Professional Accountants of British Columbia. Mr. Klompas also holds a degree in Microbiology & Immunology from the University of British Columbia. He serves on the faculty advisory board for Biotechnology and Chemistry for Camosun College and as a member of the board of directors of Ovensa Inc., a private biotechnology company.
   Ownership:
     Common Shares    Stock Options    RSUs
                   —                        —                      —  

Other Public Directorships in the Past 5 Years

 

Date    Company      Jurisdiction      Stock Exchange  

2007-present

     Zymeworks Inc.        British-Columbia        TSX/NYSE  

 

   Prometic Life Sciences Inc.
Page | 24    2019 Management Information Circular


Zachary Newton

Ontario, Canada

Age: 35

Director since December 13, 2018

Non-independent

Value of Total Compensation Received as Director:

 

Financial Year    Value ($)  

2017

     0  

2018

     37,782  

Mr. Zachary Newton is a Director at Thomvest Asset Management, a private investment firm, where he is responsible for sourcing, executing and managing venture and non-venture investments. Mr. Newton also sits on the Board of Directors of ecobee Inc. and is actively involved with several community organizations, including as past Co-Chair of the Art Gallery of Ontario’s AGO Next program.

Mr. Newton received a J.D./M.B.A. from the University of Toronto and an B.A. (Honors) from Cornell University.

Mr. Newton was designated by SALP to sit on the Board, pursuant to the Restructuring Agreement,, which entitles SALP to designate two persons for election to the Board.

Ownership:

 

Common Shares    Stock Options      RSUs  

2,000

     129,612        —    
 

 

Board/Committee Membership    Position Held      Meeting Attendance  

Board

     Member        1/1        100
        

Other Public Directorships in the Past 5 Years

None

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 25


Timothy Steven Wach

 

Ontario, Canada

Age: 58

New Nominee

Independent

  

Mr. Timothy Wach is Managing Director and Board Member of Taxand since January 2015. Mr. Wach is recognised as a leading Canadian lawyer in taxation and frequently publishes papers for research organisations and academic purposes. In 1989, Mr. Wach joined Gowling Lafleur Henderson LLP, as an associate and was a partner from 1992 to 2014, where he specialised in mergers, acquisitions, financings and international tax with focus on the private equity and energy sectors. While a partner of Gowlings, Mr. Wach was on the Gowlings Executive Committee and served as leader of the Firm’s National Tax Practice Group and of the Toronto Tax Practice Group.

 

Mr. Wach also has extensive experience in government relations and tax policy, having twice served in the Tax Policy Branch of the Canadian Department of Finance in Ottawa, most recently as Director of Legislative Development and Chief Legislative Counsel from 2009 to 2011. In that role, he chaired the Interdepartmental Legislation Review Committee, the committee responsible for the preparation of Canada’s federal income tax legislation for submission to Parliament. He also appeared regularly as a witness on behalf of the Department of Finance before the House of Commons Standing Committee on Finance and the Senate Standing Committee on National Finance when those committees considered tax policy matters.

   Ownership:
     Common Shares    Stock Options    RSUs
                   —                        —                      —  

Other Public Directorships in the Past 5 Years

None

 

   Prometic Life Sciences Inc.
Page | 26    2019 Management Information Circular


 

2

Additional Disclosure Relating to Directors

To the knowledge of the Corporation as at the date hereof, none of the proposed directors:

 

   

is or has been, within ten years before the date hereof, a director, chief executive officer or chief financial officer of any company (including the Corporation) that,

 

   

was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

 

   

was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while the proposed director was acting in the capacity as director, chief executive office or chief financial officer;

 

   

is, as at the date hereof, or has been within ten years prior, a director or executive officer of any company (including the Corporation) that, while the proposed director was acting in that capacity, or within a year of the proposed director ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

 

   

has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

 

   

has not (i) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority; (ii) entered into a settlement agreement with a securities regulatory authority; or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

 

 

3

Director Compensation

 

3.1

Compensation Policy

The Directors of the Board (the “Directors”) have an active role in assisting the Corporation in defining its business strategies, implementing competitive compensation practices and promoting “best in class” governance practices that contribute to increasing shareholder value.

The Human Resources and Compensation Committee (the “HR and Compensation Committee”) was merged with the Corporate Governance and Nominating Committee on May 7, 2019. The new HR & Corporate Governance Committee will review the compensation paid to Directors against its peer group and recommends any adjustments deemed appropriate for approval by the Board in the first quarter of each year.

As a general rule, Directors who are executives of the Corporation do not receive any remuneration for serving as directors.

 

3.2

Directors Peer Group

In establishing a remuneration benchmark for the Board, the HR and Compensation Committee reviewed in December 2017 the compensation of directors of the corporations in the Peer Group (see “Compensation, Discussion & Analysis - NEOs Peer Group “ on page 39 below) used for benchmarking the Named Executive Officers’ (the “NEOs”) compensation for the 2018 Financial Year. The Corporation aims to align the Directors’ compensation with the comparators as well as to reflect the Directors’ responsibilities and workload. Given the Restructuring Transaction, the Corporation will reconsider this year whether the composition of the 2018 Peer Group is appropriate.

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 27


3.3

Director Compensation Program

The following table describes the director compensation program for a 12-month period starting from the 2018 Annual Meeting of Shareholders which was held on May 9, 2018 (the “2018-2019 Mandate”), as compared to the director compensation program that was in effect for the period spanning from May 10, 2017 to May 9, 2018 (the “2017-2018 Mandate”). Due to the fact that the annual general meeting of shareholders of the Corporation is usually held in May of each year and that the Meeting was exceptionally postponed to June 19, 2019 due to the Restructuring Transaction, an additional cash retainer representing approximately 11% of the compensation received by each director during the 2018 Financial Year was approved to compensate the Directors for the additional month.

 

3.4

Board Annual Retainer

The Chair of the Board received an annual retainer of $207,674 payable in cash and $100,000 worth of Stock Options which includes any annual retainers and attendance fees to which he would have been entitled to as Chair and/or member of the committees. Each non-executive director (the “Non-Executive Director”) receives an annual retainer of $55,000 payable in cash and $100,000 worth of Stock Options which includes any attendance fees to which he/she would have been entitled either as Board member or member of a committee.

Director Compensation Program

 

    

2018-2019 Mandate

  

2017-2018 Mandate

Chair of Board

     

Annual Retainer

  

$207,674 + $100,000 worth of stock

options(1)

   $187,674 + $100,000 worth of stock options(1)

Non-Executive Directors

     

Annual Retainer

   $55,000 + $100,000 worth of stock options(1)   

$35,000 + $100,000 worth

of stock options(1)

Committee Chairs

     

Additional Annual Retainer

     

Audit, Risk and Finance

   $30,000    $30,000

HR and Compensation(2)

   $25,000    $25,000

Corporate Governance and Nominating(2)

   $25,000    $25,000

Plasma Strategy Development and Asset Monetization (“PSDAM”)(3)

   Non applicable(4)    Non applicable(4)

Defense Strategy(3)

   Non applicable(4)    Non applicable(4)

Attendance Fees

   No attendance fees    No attendance fees

Non-Chair Committee Members

     

Additional Annual Retainer

     

Audit, Risk and Finance

   $15,000    $15,000

HR and Compensation

   $12,500    $12,500

Corporate Governance and Nominating

   $12,500    $12,500

PSDAM

   $12,500    $12,500

Defense Strategy

   $12,500    $12,500

Attendance Fees

   No attendance fees    No attendance fees

 

(1)

Vesting: 25% on the 1st day of August, November, February and May following the director’s nomination at the Annual General Meeting of Shareholders in May.

(2)

The HR and Compensation Committee was merged with the Corporate Governance and Nominating Committee on May 7, 2019 to form the new HR & Corporate Governance Committee.

(3)

The Defense Strategy Committee and the Plasma Strategy Development and Asset Monetization Committee were terminated on May 7, 2019.

(4)

The compensation of the Chair of the Board includes any annual retainers he would have been entitled to as Chair and/or members of the committees. Prof. Simon Best, Chair of the Board, was Chair of the PSDAM Committee and the Defence Strategy Committee which were terminated on May 7, 2019.

 

   Prometic Life Sciences Inc.
Page | 28    2019 Management Information Circular


3.5

Summary Compensation Table

The following table shows the total dollar value of all cash and option-based compensation earned by each director during the 2018 Financial Year.

Mr. Pierre Laurin, who was an executive Director until his resignation on December 19, 2018, and Dr. John Moran, who was an executive Director until May 9, 2018, received no compensation for such roles.

2018 Summary Compensation Table

 

Name

   Board Annual
Cash Retainer(1)
    Fees earned
Committee
Annual Cash
Retainer(1)
    Attendance
Fee(2)
     Total Cash
Compensation
     Option-based
awards(3)
     Total
Compensation
 
     ($)     ($)     ($)      ($)      ($)      ($)  

Simon Geoffrey Best(4)

     197,674 (5)      0       0        197,674        37,846        235,520  

Andrew Bishop(18)

     17,500       13,750 (6)(10)      0        31,250        —          31,250  

Stefan Clulow

     45,000       12,500 (9)      0        57,500        37,846        95,346  

Kenneth Galbraith

     45,000       32,500 (6)(7)(9)      0        77,500        37,846        115,346  

David John Jeans(17)

     45,000       37,500 (8)(9)(10)(13)      0        82,500        37,846        120,346  

Charles N. Kenworthy

     45,000       0       0        45,000        37,846        82,846  

Louise Ménard(15)

     45,000       50,000 (7)(10)(14)      0        95,000        37,846        132,846  

Paul Mesburis(16)

     45,000       55,000 (8)(10)(11)      0        100,000        37,846        137,846  

Zachary Newton(20)

     0       0       0        0        34,941        34,941  

Nancy Orr(19)

     17,500       26,250 (6)(7)(10)(12)      0        43,750        —          43,750  

Kory Sorenson(21)

     27,500       20,000 (6)(7)(8)      0        47,500        37,846        85,346  

Bruce Wendel(22)

     12,115       4,327 (9)       0        16,442        —          16,442  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Total

     542,289       251,827       0        794,116        337,709        1,131,825  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Cash retainer under this column includes amounts earned during the 2018 Financial Year. Given that the payment of the cash retainer is made in four installments over two financial years, a portion of that cash retainer relates to the 2017-2018 Mandate and another portion to the 2018-2019 Mandate.

(2)

The annual retainer encompasses any attendance fees.

(3)

In determining the fair value of the options awards, the Black-Scholes-Merton model, was used, with the following assumptions:

 

Risk-free interest rate:

     2.1%  

Dividend yield:

     0%  

Expected volatility of share price:

     66%  

Expected life of the option:

     7.5 years  

The fair value of the option awards was estimated using the Black Scholes option pricing model, a common valuation methodology which uses the same assumptions for determining the equity-based compensation expense in the Corporation’s financial statements for the year-ended December 31, 2018 in accordance with the International Financial Reporting Standards (IFRS).

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 29


(4)

Prof. Simon Best is Chair of the PSDAM Committee and Chair of the Defense Strategy Committee. He was also Chair of the Board during the 2018 Financial Year and interim President and Chief Executive Officer from December 19, 2018 to April 23, 2019.

(5)

For the 2017-2018 Mandate, Prof. Simon Best was entitled to receive $187,674 as Chair of the Board of Directors ($93,837 earned in the 2018 Financial Year); $207,674 for the 2018-2019 Mandate ($103,837 earned in the 2018 Financial Year). His annual retainer includes any other annual retainers he would have been entitled to as Chair and/or member of any committees. Prof. Simon Best ceased to be compensated for his role of Chair of the Board on December 19, 2018, following his appointment as interim President and CEO of the Corporation.

(6)

For the 2017-2018 Mandate, each member of the Audit, Risk and Finance Committee was entitled to receive $15,000 ($7,500 earned in the 2018 Financial Year); $15,000 for the 2018-2019 Mandate ($7,500 earned in the 2018 Financial Year).

(7)

For the 2017-2018 Mandate, each member of the HR and Compensation Committee was entitled to receive $12,500 ($6,250 earned in the 2018 Financial Year); $12,500 for the 2018-2019 Mandate ($6,250 earned in the 2018 Financial Year).

(8)

For the 2017-2018 Mandate, each member of the Corporate Governance and Nominating Committee was entitled to receive $12,500 ($6,250 earned in the 2018 Financial Year); $12,500 for the 2018-2019 Mandate ($6,250 earned in the 2018 Financial Year).

(9)

For the 2017-2018 Mandate, each member of the PSDAM Committee was entitled to receive $12,500 ($6,250 earned in the 2018 Financial Year); $12,500 for the 2018-2019 Mandate ($6,250 earned in the 2018 Financial Year).

(10)

For the 2017-2018 Mandate, each member of the Defense Strategy Committee was entitled to receive $12,500 ($6,250 earned in the 2018 Financial Year); $12,500 for the 2018-2019 Mandate ($6,250 earned in the 2018 Financial Year).

(11)

For the 2017-2018 Mandate, Mr. Paul Mesburis was entitled to receive $30,000 as Chair of the Audit, Risk and Finance Committee ($15,000 earned in the 2018 Financial Year); $30,000 for the 2018-2019 Mandate ($15,000 earned in the 2018 Financial Year).

(12)

For the 2017-2018 Mandate, Ms. Nancy Orr was entitled to receive $25,000 as Chair of the HR and Compensation Committee ($12,500 earned in the 2018 Financial Year).

(13)

For the 2018-2019 Mandate, Mr. David John Jeans was entitled to receive $25,000 as Chair of the HR and Compensation Committee ($12,500 earned in the 2018 Financial Year).

(14)

For the 2017-2018 Mandate, Ms. Louise Ménard was entitled to receive $25,000 as Chair of the Corporate Governance and Nominating Committee ($12,500 earned in the 2018 Financial Year); $25,000 for the 2018-2019 Mandate ($12,500 earned in the 2018 Financial Year).

(15)

Ms. Louise Ménard was Chair of the Corporate Governance and Nominating Committee. Ms. Ménard resigned from the Board on May 7, 2019.

(16)

Mr. Paul Mesburis is Chair of the Audit, Risk and Finance Committee. Mr. Mesburis will not stand for reelection on the Board at the Annual General and Special Meeting of Shareholders on June 19, 2019.

(17)

Mr. David John Jeans was Chair of the HR and Compensation Committee. Mr. Jeans resigned from the Board on May 7, 2019.

(18)

Mr. Andrew Bishop did not stand for re-election on the Board at the Annual General and Special Meeting of Shareholders on May 9, 2018.

(19)

Ms. Nancy Orr did not stand for re-election on the Board at the Annual General and Special Meeting of Shareholders on May 9, 2018.

(20)

Mr. Zachary Newton was appointed on the Corporation’s Board on December 13, 2018.

(21)

Ms. Kory Sorenson was nominated on the Corporation’s Board at the Annual and Special Meeting of Shareholders held on May 9, 2018. Ms. Sorenson tendered her resignation on March 31, 2019.

(22)

Mr. Bruce Wendel was appointed Chief Business Development Officer (CBDO) of the Corporation on April 3, 2018. Mr. Wendel resigned from his position of Director on the Corporation’s Board effective May 30, 2018 to better discharged his responsibilities of CBDO. Mr. Wendel received no compensation for his role of executive Director from April 3, 2018 to May 30, 2018. Mr. Wendel stepped down from his position of CBDO on May 3, 2019.

 

3.6

Director Shareholding Policy

The Corporation’s minimum director shareholding policy was terminated on May 7, 2019.

 

3.7

Equity Ownership

 

3.7.1

Outstanding Option-Based Awards

The following table indicates the number and value of option-based awards outstanding at the end of the 2018 Financial Year. No share-based awards were provided to Directors during the 2018 Financial Year.

Mr. Pierre Laurin, who was an executive Director until his resignation on December 19, 2018, and Dr. John Moran, who was an executive Director until May 9, 2018, received no compensation for such roles. The outstanding stock options held by Mr. Laurin and Dr. Moran are detailed in the table entitled Outstanding Share-based Awards and Option-based Awards on page 52 below.

 

   Prometic Life Sciences Inc.
Page | 30    2019 Management Information Circular


Option-Based Awards

 

Name

   Number of
securities underlying
unexercised options

(#)
    Option
exercise price

($)
     Option expiration date    Value of unexercised
in-the-money options  (1)

($)
 

Simon Best

     62,204       3.00      May 25, 2021      0  
     69,362       2.07      May 18, 2027      0  
     181,818       0.77      December 4, 2028      0  

Andrew Bishop

     80,710       2.44      June 8, 2020      0  
     62,204       3.00      May 25, 2021      0  
     69,362       2.07      May 18, 2027      0  

Stefan Clulow

     76,110       1.59      September 17, 2019      0  
     80,710       2.44      June 8, 2020      0  
     62,204       3.00      May 25, 2021      0  
     69,362       2.07      May 18, 2027      0  
     181,818       0.77      December 4, 2028      0  

Kenneth Galbraith

     32,896       2.80      September 2, 2021      0  
     69,362       2.07      May 18, 2027      0  
     181,818       0.77      December 4, 2028      0  

David John Jeans

     36,518 (2)      2.90      September 12, 2021      0  
     69,362       2.07      May 18, 2027      0  
     181,818       0.77      December 4, 2028      0  

Charles N. Kenworthy

     50,556       2.10      November 25, 2019      0  
     48,426       2.44      June 8, 2020      0  
     39,562       3.00      May 25, 2021      0  
     69,362       2.07      May 18, 2027      0  
     181,818       0.77      December 4, 2028      0  

Louise Ménard

     133,659       1.10      May 27, 2019      0  
     80,710       2.44      June 8, 2020      0  
     62,204       3.00      May 25, 2021      0  
     69,362       2.07      May 18, 2027      0  
     181,818       0.77      December 4, 2028      0  

Paul Mesburis

     133,659       1.10      May 27, 2019      0  
     80,710       2.44      June 8, 2020      0  
     62,204       3.00      May 25, 2021      0  
     69,362       2.07      May 18, 2027      0  
     181,818       0.77      December 4, 2028      0  

Zachary Newton

     129,612       0.39      December 13, 2028      0  

Nancy Orr

     80,710       2.44      June 8, 2020      0  
     39,562       3.00      May 25, 2021      0  
     69,362       2.07      May 18, 2027      0  

Kory Sorenson

     181,818       0.77      December 4, 2028      0  

Bruce Wendel(3)

     133,659       1.10      May 27, 2019      0  
     80,710       2.44      June 8, 2020      0  
     62,204       3.00      May 25, 2021      0  
     69,362       2.07      May 18, 2027      0  

 

(1)

The value of unexercised in-the-money options is the difference between the closing price of the Common Shares on December 31, 2018 on the TSX ($0.26) and the exercise prices of the stock options. As of December 31, 2018, the options were not exercised and may never be. The actual gains, if any, depend on the value of the aforesaid shares on the date of exercise, if case arises.

(2)

These stock options were granted in 2016 to Mr. Jeans as part of his annual retainer as member of the Board of the Corporation’s UK subsidiary, Prometic Pharma SMT Limited.

(3)

Share-based awards granted to Mr. Bruce Wendel following his appointment as CBDO is detailed on page 52.

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 31


3.7.2

Value of Option-Based Awards Vested or Earned during the 2018 Financial Year

The following table indicates, for each Non-Executive Director, the aggregate dollar value of option-based awards earned during the 2018 Financial Year.

 

Name

   Option-based awards -
Value vested during the year(1)(2)(3)

($)

Simon Best

   0

Andrew Bishop

   0

Stefan Clulow

   0

Kenneth Galbraith

   0

David John Jeans

   0

Charles N. Kenworthy

   0

Louise Ménard

   0

Paul Mesburis

   0

Zachary Newton

   n/a

Nancy Orr

   0

Kory Sorenson

   0

Bruce Wendel(4)

   0

 

(1)

These options vest on a quarterly basis over a 12-month period.

(2)

The options were not exercised on the vesting date and may never be exercised. The actual gains, if any, depend on the value of the Common Shares on the date of exercise, if case arises.

(3)

This amount is calculated as the difference between the market price of the Common Shares on the date of vesting and the exercise price payable in order to exercise the option.

(4)

Stock options granted to Mr. Wendel while he was acting as Director on the Corporation’s Board of Director (before his resignation on May 30, 2018). Stock options granted to Mr. Wendel since his appointment as CBDO is detailed on page 52.

 

   Prometic Life Sciences Inc.
Page | 32    2019 Management Information Circular


EXECUTIVE COMPENSATION

LETTER TO SHAREHOLDERS

Dear Shareholder,

On behalf of the Board and the HR & Corporate Governance Committee, we wish to share with you our approach to executive compensation. To ensure you have the information you need to understand our executive compensation programs and decisions, we are providing you with this Compensation Discussion and Analysis.

This Compensation Discussion and Analysis addresses the compensation for the 2018 Fiscal Year, which was determined prior to the recent events that affected Prometic, including the Restructuring Transaction (as described below). The Board and the HR & Corporate Governance Committee are currently in the process of reassessing Prometic’s approach to executive compensation for the current financial year in light of the recent developments.

Recent Developments

On April 15, 2019 the Corporation entered into a debt restructuring agreement with certain of its subsidiaries and SALP (the “Restructuring Agreement”). Under the terms of the Restructuring Agreement, Prometic’s outstanding indebtedness to SALP was reduced to $10 million by way of conversion of approximately $229 million of outstanding indebtedness into Common Shares, at a conversion price per Common Share equal to $0.01521 (the “Transaction Price”) (the “Debt Conversion”) and the per warrant exercise price of certain outstanding Common Share purchase warrants of Prometic held by SALP was adjusted to the Transaction Price (the “Warrant Repricing”).

On April 15, 2019, the Corporation also entered into subscription agreements with Consonance and SALP, whereby Consonance subscribed for $50 million of Common Shares and whereby SALP subscribed for $25 million of additional Common Shares in the Private Placement at a subscription price per Common Share equal to the Transaction Price (the “Private Placement” and collectively with the Debt Conversion and the Warrant Repricing the “Restructuring Transaction”).

On April 23, 2019, the Corporation completed the Restructuring Transaction.

 

 

1

2018 Performance Highlights

While 2018 was a disappointing year for shareholders from a rate of return standpoint, the following list provides highlights of the significant progress accomplished in therapeutic, regulatory and operational activities during the year:

 

   

An agreement was reached with the FDA on the design of a potential Phase 3 pivotal clinical trial for PBI-4050 in patients with Idiopathic Pulmonary Fibrosis (“IPF”)

 

   

The anti-fibrotic mechanism of action of PBI-4050 was published in the American Journal of Pathology and a Key Opinion Leader (“KOL”) meeting was held on this novel treatment for IPF where a clinical overview of Prometic’s two clinical assets targeting IPF (PBI-4050 and RyplazimTM) was presented.

 

   

New clinical data from the ongoing Alström syndrome (“AS”) Phase 2 open label clinical trial being conducted in the United Kingdom was disclosed in March 2018. The clinical study reported that clinical activity and tolerability of PBI-4050 were sustained with prolonged treatment with further clinical activity in the heart and liver observed with longer treatment exposure. PBI-4050 was granted a rare pediatric Disease Designation in August 2018 for the treatment of AS. Prometic confirmed in December its decision to formally pursue AS as a clinical indication for PBI-4050 following positive feedback received from its meetings with regulatory authorities.

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 33


 

2

Oversight and Philosophy

The Board and the HR & Corporate Governance Committee carefully oversee governance practices for executive compensation. The former HR and Compensation Committee received advice from independent advisors and worked closely with management to ensure our executive compensation programs are:

 

   

effective at attracting, engaging and motivating skilled executives while taking into account the overall cost of compensation and relevant industry benchmarks;

 

   

aligned with our corporate objectives, encouraging appropriate decisions and behaviours;

 

   

appropriately rewarding our executives for performance and for building shareholder value.

 

 

3

Our Key Compensation Decisions for 2018

In the 2018 Financial Year, the former HR and Compensation Committee reviewed the NEOs’ direct compensation (base salary plus target short-term and long-term incentives) with that of the 2018 Peer Group. The review conducted revealed the following:

 

   

the Corporation’s cash compensation for the NEOs remained generally below the median cash compensation received by other executive officers in the 2018 Peer Group, mainly due to lower base salaries;

 

   

the Corporation’s long-term incentive compensation for the NEOs remained generally close to the 25th percentile long-term incentive compensation received by other executive officers in the 2018 Peer Group;

 

   

in addition, the Corporation’s long-term incentive structure contained a significantly higher percentage of “at-risk” compensation (50% performance-vested restricted share units and 25% time-vested stock options), relative to the other corporations in the 2018 Peer Group.

While being of the view that pay for performance should remain the key driver for NEO compensation, in light of the above findings, the former HR and Compensation Committee recommended in early 2018 that base salary and long-term incentive awards of the NEOs be adjusted to align target total compensation more closely with, but still below, the median of the 2018 Peer Group. The 2018 equity grant consisted of 50% performance-vested restricted share units, 25% time-vested stock options and 25% time-vested restricted share units, representing a slight shift towards more prevalent market practices among the Peer Group.

In light of the financial performance of the Corporation during the 2018 Financial Year, no awards were paid to NEOs under the Short-Term Incentive Plan for the 2018 Financial Year. Furthermore, the exercise price of the stock options awarded to NEOs during the 2018 Financial Year was set with reference to the share price as of May 31, 2018 to respect the conditions prevailing at the expected award date. Due to the Corporation being in a blackout state for many months and to the decline of the share price during this period, the exercise price of the stock options reflects a level which was nearly twice as high as the share price at the time of the grant.

 

 

4

Engagement with Shareholders

We communicate with Shareholders and other stakeholders through various channels, including our annual report, management information circular, annual information form, quarterly reports, news releases, website, industry conferences and other meetings. In addition, each of our quarterly earnings call is available to all, featuring a live webcast and a recording thereof later available online. We also hold our annual meeting of Shareholders with a live webcast accessible to all our Shareholders. In addition, our website provides extensive information about the Corporation, including its Board and committees thereof.

To communicate with the Board, Shareholders can contact Mr. Patrick Sartore, Chief Legal Officer and Corporate Secretary or Mr. Bruce Pritchard Chief Operating Officer and Chief Financial Officer at investors@prometic.com or respectfully at 1-450-781-0115.

 

   Prometic Life Sciences Inc.
Page | 34    2019 Management Information Circular


 

5

Our Governance Practices

The governance of our executive compensation programs is grounded in the following best-practices:

 

What We Do...

  

What We Do Not...

... place significant emphasis on performance-based variable compensation    ... allow option backdating or option repricing
... balance the mix of short, medium and long-term compensation    ... gross up payments to executives
... cap incentive opportunities    ... allow single measure plans and duplicative measures across plans
... include a clawback policy in our incentive plans    ... provide significant perquisites
... apply a robust compensation risk assessment process    ... allow short-selling or hedging of Prometic share
... have a “double trigger” equity vesting upon a change of control    ... include an equity plan evergreen provision that increase shares available for issuance without annual shareholder approval
   ... offer compensation exceptions to NEOs without appropriate Board approval

 

 

6

2018 NEOs Compensation At-A-Glance

Our commitment to aligning pay to performance leverages a compensation mix that includes short-, medium- and long-term components. The graph below illustrates that we emphasize pay at risk over fixed pay to ensure that executive compensation is aligned with corporate performance over the short- and long-term. On average, 77% of target NEO compensation is at risk.

 

LOGO

 

(1)

Average excludes Mr. Bruce Wendel since he worked only a portion of the year.

The Board, with the support of the HR & Corporate Governance Committee, is committed to ensuring that executive compensation is linked to performance and drives Prometic’s long-term success. Our approach to executive compensation supports the execution of the Corporation’s strategy, and we remain committed to developing the compensation policies and programs that will continue to produce the results that deliver value to you, our shareholders.

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 35


Sincerely,

(s) Stefan Clulow

Mr. Stefan Clulow

Chair of the Board of Directors

 

   Prometic Life Sciences Inc.
Page | 36    2019 Management Information Circular


COMPENSATION DISCUSSION AND ANALYSIS

At Prometic, we strive to align executive compensation with business results. In this spirit, we offer a competitive compensation program that allows our NEOs to share in the Corporation’s financial success when they deliver performance that helps achieve short- and long-term corporate goals and increases enterprise value.

The following section discusses the compensation program for the 2018 Financial Year for our NEOs, which include the former President and Chief Executive Officer (the “CEO”), the former interim President and CEO, the Chief Operating Officer and Chief Financial Officer (the “COO and CFO”) and each of the next three most highly compensated executive officers of the Corporation as follows:

Simon Best – Interim President and CEO(1)

Pierre Laurin – former President and CEO(2)

Bruce Pritchard – COO and CFO

Patrick Sartore – Chief Legal Officer (“CLO”) and Corporate Secretary

John Moran – Chief Medical Officer (“CMO”)

Bruce Wendel – Chief Business Development Officer (“CBDO”)(3)

 

(1)

Prof. Simon Best was Interim President and CEO from December 19, 2018 until the appointment of Mr. Kenneth Galbraith as CEO of the Corporation on April 23, 2019.

(2)

Mr. Pierre Laurin’s employment ended on December 19, 2018, at which time Prof. Best took over the CEO responsibilities on an interim basis until the appointment of Mr. Kenneth Galbraith as CEO of the Corporation on April 23, 2019.

(3)

Mr. Bruce Wendel stepped down from his position of CBDO on May 3, 2019.

 

 

1

Compensation Objectives

Prometic’s executive compensation programs are based on a pay-for-performance philosophy. Executives receive salaries, annual short-term incentive awards contingent upon achieving corporate and individual objectives, and long-term incentive awards that motivate executives to create increasing and sustainable value for the shareholders. In addition, executives receive perquisites and other benefits.

The objectives of our executive compensation programs are to:

 

   

attract, engage and motivate qualified executives, while taking into account the overall cost of compensation;

 

   

align executives around the creation of incremental enterprise value;

 

   

establish an explicit and visible link between all elements of compensation and corporate and individual performance;

 

   

integrate compensation with the development and successful execution of strategic and operational plans;

 

   

maximize long term enterprise value.

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 37


 

2

Setting Executive Compensation

 

2.1

Compensation Principles

The principles underlying Prometic’s compensation programs are the following:

 

Pay for Performance    The majority of compensation is variable, contingent and directly linked to pipeline development, financial and operational performance metrics and is affected by the share price performance.
Long-term focus    For our most senior executives, including NEOs, long-term equity-based compensation opportunities outweigh short-term cash-based opportunities.
Alignment    The financial interests of executives are aligned through equity-based compensation, and annual and long-term performance metrics that correlate with sustainable enterprise value growth.
Competitiveness    Total compensation is competitive to attract, retain, and motivate Prometic’s executive team. This is achieved by providing overall compensation no higher than the median of our peer group but emphasizing the long-term incentive component.

 

2.2

Role of the HR and Compensation Committee in Setting Executive Compensation

The former HR and Compensation Committee acted as an advisory committee to the Board. The Board assigned responsibilities to the former HR and Compensation Committee with regards to the review, approval, and administration of Prometic’s compensation programs. The main components of the former HR and Compensation Committee’s mandate was:

 

   

review and recommend for Board approval the compensation policy driving the design of executive compensation and benefits programs;

 

   

review and approve the design of short and long-term incentive plans and objectives thereunder;

 

   

oversee the composition of Prometic’s peer group and the benchmarking of each compensation element;

 

   

recommend to the Board any changes to the CEO’s compensation;

 

   

review and approve the CEO’s recommendations for annual compensation of other NEOs, including incentive compensation awards.

The HR and Compensation Committee was merged with the Corporate Governance and Nominating Committee on May 7, 2019 to form the new HR & Corporate Governance Committee.

 

2.3

Role of Management

For each NEO, the CEO presented a performance evaluation and make compensation recommendations to the HR and Compensation Committee within the context of the market data and trends presented by our independent compensation consultant. Our CEO does not play any role in matters affecting his own compensation other than providing the Chairman of the Board with a written self-assessment of his performance. As noted above, CEO compensation recommendations were proposed by the HR and Compensation Committee but approved by the full Board.

 

2.4

Role of Compensation Consultants

The former HR and Compensation Committee retained the services of Pearl Meyer & Partners, LLC (“Pearl Meyer”) to provide advice on executive and non-employee director compensation matters. Pearl Meyer was responsible for reviewing materials that were presented to the former HR and Compensation Committee on compensation-related matters and assists the Corporation in the design of its executive compensation program design, benchmarking, public disclosure and communication strategy. Pearl Meyer did not provide any other services to the Corporation.

While the former HR and Compensation Committee and the Board received input from consultants, they were responsible for the design, application and oversight of the Corporation’s executive compensation and non-executive director compensation programs.

During the 2018 Financial Year, Pearl Meyer billed the Corporation $136,2681 in fees for attendance to regular meetings of the former HR and Compensation Committee, providing advice to the Corporation in relation to the

 

1 

U.S. fees were converted in Canadian dollars using the 2018 annual average exchange rate of USD$1.00 = CDN$1.2900.

 

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Corporation’s executive and directors’ compensation policies and programs as well as offering guidance on disclosure of executive compensation practices. These fees totalled $294,9332 during 2017. Also, Equilar billed the Corporation $25,8001 in 2018 and $26,0722 in 2017 for a database license, which was used for benchmarking purposes.

 

 

3

NEOs Peer Group

The former HR and Compensation Committee was responsible for annually reviewing the composition and use of the Peer Group to assess the compensation payable to the NEOs (including the CEO) and the Directors and to ensure that the compensation programs for the Corporation’s senior executive team and the Board remain competitive. Given the very limited number of peers with a comparable size, scope and operations in Canada and the Corporation’s specific circumstances (namely the fact that the Corporation is operating a multi-platform, multi-products and services in very different fields and markets, with operations and executives located in Canada, U.S. and Europe), a significant number of U.S. companies are included in the Peer Group. In addition, the inclusion of U.S. companies allows for a broader and more appropriate representation of the relevant talent pool because U.S. peers were considered closer peers in terms of management complexity, industry, size and financial metrics than Canadian companies in the same sector.    

With the assistance of Pearl Meyer, the former HR and Compensation Committee conducted a review of the Peer Group established during the 2017 Financial Period and have decided to revise the list of criteria used to determine the appropriate Peer Group. The following table presents the selection criteria used to determine the 2018 Peer Group:    

 

Industry:    Biotechnology, biopharmaceuticals and pharmaceuticals (excluding Cannabis)
Market Capitalisation:    Between USD 1 billion and USD 4 billion
Employees:    97 – 1,000
Revenues:    Less than USD 200 million
Earnings:    Negative
Development Stage:    Phase III and/or Commercialization
Market Cap / Revenue: Ratio    1/3rd to 4X PLI
Compensation Mix:    Base salary, short-term incentive plan and long-term incentive plan

Consequently, the Peer Group for the 2018 Financial Year (the “2018 Peer Group”) included the following corporations:

 

2018 Peer Group

United States

     

UK

•  Acceleron Pharma

  

•  Lexicon Pharmaceuticals, Inc./DE*

  

•  GW Pharmaceuticals PLC*

•  Amicus Therapeutics, Inc.

  

•  Momenta Pharmaceuticals, Inc.

  

•  Prothena Corporation PLC

•  Array BioPharma, Inc.

  

•  Pacira Pharmaceuticals, Inc.*

  

•  FibroGen, Inc.*

  

•  Portola Pharmaceuticals Inc.*

  

•  Halozyme Therapeutics, Inc.*

  

•  Sarepta Therapeutics, Inc.

  

•  Intercept Pharmaceuticals, Inc.

  

•  TherapeuticsMD, Inc.*

  

•  Ironwood Pharmaceuticals, Inc.*

  

•  Theravance Biopharma, Inc.

  

*  Were also part of the 2017 Peer group

  

Given the Restructuring Transaction, the Corporation will reconsider for the upcoming financial year whether the composition of the 2018 Peer Group is still appropriate.

 

2 

U.S. fees were converted in Canadian dollars using the 2017 annual average exchange rate of USD$1.00 = CDN$1.3036.

 

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2019 Management Information Circular    Page | 39


 

4

Summary of Compensation Policy and Components

To achieve our objectives, we use three main elements of compensation (see chart below) with the intent to target total compensation at the median of the Corporation’s 2018 Peer Group. Given that approximately 80% of our compensation is variable, adopting a compensation philosophy that calibrates overall compensation relative to market median levels, rather than by each compensation element, allows us the flexibility to provide our executives an appropriate balance amongst the different elements of compensation. Target compensation by executive may be set above or below our philosophy depending on a number of factors, including performance, experience and internal comparability. Furthermore, as a result of our large equity component, actual realized pay is highly dependent on the performance of our stock.

 

    

Form

  

Plan Highlights

  

Plan Objectives

Base Salary   

•  Cash

  

•  Competitive fixed rate of pay

  

•  Provide a base of regular income to attract and retain qualified leaders

 

     

•  Annual review

  

•  Recognize scope and responsibilities of the position as well as the experience of the individual

 

Short-term Incentive (STIP)   

•  Cash

  

•  Annual award based on corporate (60%) and individual (40%) objectives

 

  

•  Reward individual performance

        

•  Reward the achievement of the Corporation’s financial and operational objectives

 

        

•  Reward the achievement of individual objectives aligned with an executive’s area of responsibility in building a commercialization-stage organization

 

        

•  Drive superior individual and corporate performance

 

Long-term Incentive (LTIP)   

•  Performance- Vested RSUs (50% weight)

  

•  LTIP value is awarded in different medium to long-term compensation vehicles with both time and performance vesting based on the achievement of 3-year financial objectives

  

•  Align executive’s interests with enterprise value growth

 

  

•  Reward the achievement of sustained market performance

 

  

•  Stock Options (25% weight)

 

  

•  Recognize individual contribution and potential

 

  

•  Time-Vested RSUs (25% weight)

  

•  Attract and retain key talent

We also provide competitive benefits and perquisites to promote the hiring and retention of qualified executives. These components are evaluated regularly to ensure their competitiveness. These are discussed in the following sections.

 

4.1

Base Salary

The Corporation aims to provide a salary established based on the level of responsibility relative to other positions in the Corporation and relative to base salaries paid by the organizations in the peer group as well as the performance of the Corporation and of the NEOs. It is an important component of Prometic’s ability to attract and retain executives who have the leadership and management skills to drive the further growth and success of its business.

Base salaries of the NEOs are reviewed annually, generally in the first quarter of the financial year and represent approximately 17% of total target compensation for our CEO and 24%, on average, for our other NEOs.

 

4.1.1

2018 Base Salary Decisions

In early 2018, adjustments were made to the base salaries of each NEO in order to improve their alignment with our market median total compensation philosophy and, where appropriate, to recognize performance.

Mr. Laurin received a base salary adjustment of 7.1% in 2018. The average base salary adjustment of other NEOs was 5.8% .

 

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4.2

Short Term Incentive Plan

The Corporation provides its NEOs with a short-term incentive plan (the “STIP”) which aims to engage, recognize and reward their contributions to reaching the Corporation’s annual objectives.

The annual incentive has two components:

 

LOGO

Having a significant portion of all executives’ annual incentive determined on the basis of the same corporate performance objectives reinforces the team work of the members of our executive team and motivates them to achieve widespread success for the whole organization. Additionally, basing a portion of our short-term incentive plan on individual performance is critical as our organization prepares its expanded commercialization efforts and its next stages of development.

The corporate and individual short-term performance objectives against which the annual performance of the Corporation and the NEOs was evaluated were established each year by the former HR and Compensation Committee, in conjunction with the CEO.

 

4.2.1

STIP Targets

The STIP targets for the NEOs are reviewed regularly to ensure that they remain competitive with those of the 2018 Peer Group. Target incentive levels (as a percentage of base salary) for the NEOs remain unchanged from 2017:

 

     Short-Term Incentive target  

Simon Best

     75

Pierre Laurin

     75

Bruce Pritchard

     60

Patrick Sartore

     50

John Moran

     40

Bruce Wendel

     40

 

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2019 Management Information Circular    Page | 41


4.2.2

2018 STIP Design

The STIP award is calculated as per the following equation:

 

LOGO

Awards under the STIP are paid in cash.

Corporate Performance Index

As annual corporate objectives are the pivotal component of the STIP, careful thought and due diligence go into defining them. Each objective is expressed in a clear and easily measurable value and is assigned a percentage value demonstrating its relative importance. The Corporate Performance Index is an objective evaluation, conducted at year-end or shortly thereafter by the former HR and Compensation Committee, of the Corporation’s actual results versus 2018 objectives under the STIP and the corresponding level of performance achievement.

In 2018, each of these four major objectives were broken down into sub-objectives, each with its own weighting. At the end of the year, the former HR and Compensation Committee assessed the Corporation’s performance against each sub-objective, subject to a limit of 150% for each objective.

 

     Weighting    

# of Measures

  

Description

Revenue Generation

     10   1    Revenue from regular operations

Financing

     40   2    Strengthen financial position

Enterprise Value Generation

     30   9    Continue to progress lead drug candidates through clinical and regulatory process and advance/expand R&D pipeline

Capacity Enabling

     20   3    Ensure development of capacity in anticipation of commercialization of lead drug candidates

Total

     100   15 measures   

The total maximum potential payout under the Corporate Performance Index is 150% of target. This is consistent with the maximum payout potential for the majority of our compensation peers. No award shall be payable to NEOs under the Plan if the Corporate Performance Index falls below 25%, regardless of their Individual Performance Index.

Individual Performance Index

Annual individual objectives are also established and are specific to the CEO and each NEO. The objectives are defined in relation to measurable targets and each objective is weighted to demonstrate its relative importance. Performance against each individual objective is evaluated at year-end against actual results and an overall weighted average achievement percentage, the Individual Performance Index, is determined.

For the 2018 Financial Year, individual objectives were set for the CEO and each NEO with a view of supporting the achievement of the annual corporate objectives but also of supporting each executive’s personal development and strengthening of supporting organizational structure.

 

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The Corporation set specific individual objectives for each of the NEOs for the 2018 Financial Year, in order to:

 

   

achieve operational objectives specific to each role;

 

   

continue to build, develop and strengthen their respective team in anticipation of the expected growth; and

 

   

actively focus on their own development, including consideration of the results of a 360-degree review exercise.

In a fashion similar to the management of the corporate objectives, each of the major objectives in 2018 was broken down into sub-objectives, each with its own weighting. At the end of the year, the HR and Compensation Committee, and the CEO for other NEOs, determined for each executive an Individual Performance Index reflecting its assessment of the performance of the individual against each sub-objective, subject to a limit of 150%. The maximum Individual Performance Index is therefore 150%.

While the Corporation discloses its annual individual objectives in a generic fashion, it does not disclose specific performance targets as it considers such information to be strategic confidential information and that the disclosure of such information could seriously prejudice the Corporation’s interests by placing it at a significant competitive disadvantage. The individual objectives, as briefly described above, are considered challenging and not easily achievable and are aligned with the underlying principles of the compensation policy.

 

4.2.3

Calculation of 2018 STIP Awards

The table below illustrates the respective weights and results of each performance category under the Corporate Performance Index for the 2018 Financial Year.

 

     Weighting     Achieved  

Revenue Generation

     10     10

Financing

     40     0

Enterprise Value Generation

     30     0

Capacity Enabling

     20     10

Total

       20

Resulting Corporate Performance Index

       0

As a result of having a Corporate Performance Index below 25%, no award was paid to NEOs for the 2018 Financial year.

 

4.3

Long-Term Incentive Plan

Prometic currently has a Long-Term Incentive Plan (the ‘’LTIP’’) in place which is designed to reward the creation of value for the Corporation’s shareholders while providing a vehicle to attract and retain talented and skilled executives. The LTIP includes a Stock Option Plan (the “Option Plan”) and a Restricted Share Unit Plan (the “RSU Plan”). Being 100% equity-based, our LTIP plays a key role in aligning the interests of executives with those of our shareholders, by creating focus on activities and development projects which will increase share price performance over time. It has also been the Corporation’s practice to award an initial grant of stock options to new hires to attract qualified and skilled executives.

In order to achieve a better alignment with practices of the Corporation’s peer group while maintaining focus on share price long term performance, the mix of vehicles used in the LTIP was modified in 2018 by adjusting the mix between the three long-term incentives vehicles. The resulting allocation of LTIP in 2018 was as follows:

 

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2019 Management Information Circular    Page | 43


LOGO

If the Omnibus Incentive Plan Resolution is passed, the Omnibus Incentive Plan will replace the LTIP in respect of future awards, and no new awards will be granted under the LTIP. Outstanding awards granted pursuant to the LTIP will continue to be governed by the terms of the LTIP until such awards are exercised, expire, or are otherwise terminated or cancelled.

 

4.3.1

Stock Option Plan

Stock options enable Prometic to strengthen the link between shareholder and Corporation interests and the interests of our executives over a longer-term time horizon. In accordance with the plan, the exercise price of each option is set at the fair market value of Prometic’s Common Shares at the time of grant, defined as the five-day volume-weighted average trading price preceding the grant date. Options granted since May 2017 have a ten-year term, vesting in four equal annual installments beginning on the first anniversary of the grant date. Options granted prior to that month had a five-year term; the change from 5 to 10-year term was made to better reflect the long-term developing cycle of our therapeutics and provide an ability for executives to focus on longer-term value creation. Accordingly, the total value of the options (and, therefore, the benefit potentially received by each NEO) has the potential to increase over time if Prometic’s share price increases, providing an incentive for executives to remain with the Corporation and to take steps to build its business in a manner that increases Prometic’s share price over time. For more details the terms of the Option Plan, see Schedule “B” to this Circular.

If the Omnibus Incentive Plan is approved by Prometic’s shareholders at the Meeting, Prometic expects to grant a certain number of options pursuant to the Omnibus Incentive Plan. It has also been the Corporation’s practice to award stock options to newly appointed executives to attract qualified and skilled executives.

 

4.3.2

Restricted Share Unit Plan

The RSU Plan creates alignment between our executives and shareholders, as each unit’s value are tied to share price and the performance-vested RSUs are tied to achievement of certain strategic objectives over a three-year period. This feature of the plan has helped to support the retention of executive management and has encouraged a longer-term focus on initiatives and results. Upon vesting, share units are payable in Common Shares.

Any decreases or increases in share price have a direct impact on the amount of compensation received by executives. When share price falls, less compensation is received; however, when share price increases, more compensation is received.

For 2018 grants, 67% of the NEOs RSU value was granted in the form of performance-vested RSUs and 33% in the form of time-vested RSUs. Performance-vested RSUs cliff-vest after three years upon achievement of strategic objectives. Time-vested RSUs vest in equal instalments over a three-year period. Time-vested RSUs were introduced in 2017 in order to better align the overall risk level of the executives’ total compensation with that of the Peer Group and to improve the retention characteristic of our Long-Term Incentive Plan.

 

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If the Omnibus Incentive Plan is approved by Prometic’s shareholders at the Meeting, Prometic expects to grant, from time to time, a certain number of RSUs pursuant to the Omnibus Incentive Plan.

Objectives of Performance-Vested RSUs

Performance-vested RSUs further align interests of executives and shareholders by making vesting contingent on successfully achieving strategic objectives.

Objectives of performance-vested RSUs granted pursuant to the RSU Plan were set at the beginning of each new financial year to ensure that the Corporation’s long-term objectives collectively reflected current business conditions, market dynamics and the Corporation’s business strategy. The objectives, and weightings thereof, were the same for all NEOs.

Several specific objectives were determined under the LTIP for the three-year period spanning from January 1, 2018 to December 31, 2020, which relate to four categories:

 

     Weighting     # of Measures   

Description

Financing

     40   1    Strengthen long term financial position

Enterprise Value Creation

     60   4    Continue to progress lead drug candidates through clinical and regulatory process and advance/expand R&D pipeline
  

 

 

   

 

  

Total

     100   5 measures   
  

 

 

   

 

  

The objectives are specific, measurable and valid for a period of three years. For each objective, measures have been determined to reflect what is deemed partial achievement, achievement and over-achievement. At the end of the three-year period, the HR & Corporate Governance Committee will assess the performance of the Corporation against each objective, awarding each objective a vesting multiplier, on a sliding scale basis where applicable, between 50% (for partial achievement) to 150% (for over-achievement). No vesting will be awarded where the partial achievement measure of an objective is not met.

 

4.3.3

2018 Annual LTIP Grants

Awards granted under the 2018-2020 LTIP to the CEO and other NEOs were set at a level reflecting the executive’s performance and the desired positioning of total compensation versus the comparator group in accordance with the Corporation’s compensation policy. The regular grants to NEOs for the 2018-2020 LTIP were as follows:

 

    

Stock Options

  

Performance-Vested RSUs

  

Time-Vested RSUs

    

Award Value

Total

    

Number

  

Value

  

Number(1) 

  

Value

  

Number

   Value  

Pierre Laurin

   1,318,180    $286,232    1,528,943    $596,288    611,223    $ 238,377      $1,120,897

Bruce Pritchard

   704,544    $152,986    871,638    $339,939    381,132    $ 148,641      $641,566

Patrick Sartore

   568,180    $123,376    709,108    $276,552    313,539    $ 122,280      $522,208

John Moran

   454,544    $98,701    589,161    $229,773    272,706    $ 106,355      $434,829

Bruce Wendel

   340,000    $73,828    473,418    $184,633    236,709    $ 92,316      $350,778

 

(1)

This represents the number of units payable if all objectives are met at 100%. Should the maximum performance multiplier (150%) be achieved, the number of units payable would be 2,293,414 for Mr. Laurin, 1,307,457 for Mr. Pritchard, 883,741 for Dr. Moran, 1,063,662 for Mr. Sartore and 710,127 for Mr. Wendel.

 

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2019 Management Information Circular    Page | 45


The value of the 2018 grants to the NEOs was set by the Board in March 2018. For illustration purposes, the following table shows the value of each grant using the share price used in the Restructuring Transaction:

 

     Stock Options      Performance-Vested RSUs      Time-Vested RSUs      Estimated
Value

Total
 
     Number      Value      Number      Value      Number      Value  

Pierre Laurin

     1,318,180      $ 0        1,528,943      $ 23,255        611,223      $ 9,297      $ 32,552  

Bruce Pritchard

     704,544      $ 0        871,638      $ 13,258        381,132      $ 5,797      $ 19,055  

Patrick Sartore

     568,180      $ 0        709,108      $ 10,786        313,539      $ 4,769      $ 15,555  

John Moran

     454,544      $ 0        589,161      $ 8,961        272,706      $ 4,148      $ 13,109  

Bruce Wendel

     340,000      $ 0        473,418      $ 7,201        236,709      $ 3,600      $ 10,801  

 

4.3.4

Payouts in 2018 from 2016-2018 Long-Term Incentive Plan

Final vesting status of the performance-vested RSUs granted under the 2016-2018 LTIP was reviewed by the former HR and Compensation Committee at the end of 2018. The results were as follows:

 

   

40% of the objectives pursued over the three-year plan period were successfully achieved;

 

   

40% of the objectives pursued over the three-year plan period were deemed as not achieved;

 

   

over the course of the three-year plan, some objectives were deemed no longer aligned with the Corporation’s strategy and were therefore no longer pursued. As such, the Board, upon recommendation by the former HR and Compensation Committee, decided that it was appropriate, in order to fairly reward executives and other plan participants for their positive contribution and engagement over the plan period and delivery of value through other achievements, to deem this category of objectives as achieved at a 50% rate, reflecting the success rate achieved on objectives pursued over the period on a weighted average basis (40%/80%).

 

4.3.5

Burn Rate

The LTIP awards granted to eligible employees of Prometic resulted in the following annual burn rate in each of the last three financial years:

Burn Rate(1)

 

     Option Plan     RSU Plan  

2018

     1.52     1.08 %(2)  

2017

     0.57     0.86 %(3)  

2016

     0.50     0.45

 

(1)

The burn rate is calculated by dividing the number of stock options and RSUs granted under the LTIP during the relevant financial year by the weighted average number of Common Shares outstanding for the applicable financial year.

(2)

This burn rate has been determined assuming that all objectives will be met at 100%. Should the maximum performance multiplier (150%) be achieved, the burn rate would be 1.45%.

(3)

This burn rate has been determined assuming that all objectives will be met at 100%. Should the maximum performance multiplier (150%) be achieved, the burn rate would be 1.12%.

 

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Page | 46    2019 Management Information Circular


4.4

Other Benefits

Prometic provides its NEOs with a competitive executive benefits package which is designed to attract and retain qualified executives.

 

Element

  

Description

Employer Contribution to Retirement Plan    Unless otherwise specified in the contract of employment, the percentage of the Corporation’s contribution is determined by the Board and may vary depending on the position, the geographical location and the local market conditions.
Vacation Allowance    Vacation days and sick days, both depending on the country of residence.
  

•   Car allowance

  

•   Group insurance coverage

Miscellaneous Benefits   

•   Reimbursement of annual professional membership

  

•   Educational programs

  

•   Reimbursement for an annual medical examination

Variations to these programs exist between NEOs due to local market conditions.

The value of all such benefits conferred to the NEOs in 2018 is described in the Summary Compensation Table.

 

 

5

Share Ownership Requirements for the NEOs

The Corporation adopted in 2016 a minimum shareholding policy for NEOs (the “NEOs Shareholding Policy”) pursuant to which each NEO shall acquire and retain a minimum of Common Shares for the entire term of their employment. Given the Restructuring Transaction and the recent changes in the management, the NEOs Shareholder Policy was terminated on May 7, 2019.

 

 

6

Clawback Policy

The Board adopted the following Clawback Policy:

 

Situation

  

Reimbursement

In the event that the Corporation is required to prepare an accounting restatement due to a material non-compliance of the Corporation, as a result of misconduct, with any financial reporting requirement under the securities laws and the NEO knowingly engaged in the misconduct, was grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or was grossly negligent in failing to prevent the misconduct.    The relevant NEO shall reimburse the Corporation the amount of any payment in settlement of the award earned or accrued by him/her during the 12-month period following the first public issuance or filing with the Autorité des Marchés Financiers (whichever first occurred) of the financial document that contained such material noncompliance.

 

 

7

Risk Oversight

The Board has overall responsibility for the management of the compensation policy. However, the Board delegated the responsibility for overseeing the compensation policy and compensation practices of the Corporation to the HR and Compensation Committee to assess the risk exposure related to compensation of its executives and to mitigate any potential material adverse effect on the Corporation. The former HR and Compensation Committee therefore controlled and monitored executive compensation in accordance with the compensation policy.

 

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2019 Management Information Circular    Page | 47


The Corporation remunerates its employees in three different currencies: Canadian dollars, US dollars and pounds sterling. Currency fluctuation is therefore considered a risk in relation to the Corporation’s compensation practices.

The Corporation’s compensation programs are designed to encourage management to act in the long-term best interests of shareholders by rewarding performance tied to the realization of corporate objectives without encouraging excessive risk-taking behaviour. Examples include:

 

   

a balanced compensation policy that includes a competitive base salary and annual cash bonus as well as an equity-based component that together represent a balanced mix of cash and performance-vested compensation;

 

   

annual target cash bonuses that are capped and are only paid out when well-defined and measurable objectives have been met;

 

   

the equity awards granted pursuant to the LTIP are both performance and time-vested. Performance-vested RSUs vest only when corporate objectives were met, which are generally defined in the three-year rolling LTIP, while the time-vested RSUs vest over a three-year period and stock options vest over a four-year period. The same criteria will apply to the options, RSUs and PSUs that will be granted pursuant to the Omnibus Incentive Plan.

Furthermore, the Corporation implemented the following specific measures to mitigate the potential risks associated with executive compensation:

 

   

amounts paid out or distributed pursuant to the STIP, the LTIP and the Omnibus Incentive Plan are subject to mandatory repayment by the relevant NEO to the Corporation in the event of (i) a financial restatement arising from a material non-compliance of the Corporation, as a result of a misconduct, with any financial reporting requirement under the securities laws, (ii) a NEO being knowingly engaged in the misconduct, grossly negligent in engaging in the misconduct, having knowingly failed to prevent the misconduct or being grossly negligent in failing to prevent the misconduct, (iii) violation of a non-competition, non-solicitation, confidentiality or other restrictive covenant by which he or she is bound, or (ii) violation of any policy adopted by the Corporation that provides for forfeiture or disgorgement with respect to incentive compensation;

 

   

there was no executive entitled to make discretionary compensation-based awards to executives without the prior approval of both the former HR and Compensation Committee and the Board;

 

   

base salary was reviewed by the former HR and Compensation Committee on an annual basis with reference to market comparators and approved by the Board;

 

   

the Corporation’s Insider Trading Policy prohibits insiders (which include, among others, the Corporation’s Directors and NEOs) from engaging in short-selling, trading of puts or calls of Common Shares or any other type of equity monetization procedure.

 

 

8

Shareholder Return Performance Graph

The following graph compares the cumulative total shareholders’ return (“TSR”) on a $100 investment in the Corporation’s Common Shares with the cumulative total return of the S&P/TSX Composite Index in each of the five-year periods ending on December 31st. The graph shows that the TSR for the Corporation was -72% from 2013 to 2018, versus a 5% growth for the S&P/TSX index for the same period. Given that the performance of the Corporation’s Common Shares is also affected by some external factors which are beyond the NEOs’ control, the Corporation cannot establish a direct relation between the evolution of the total compensation of the NEOs and the evolution of the price of the Common Shares since 2013.

 

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Page | 48    2019 Management Information Circular


Total Shareholder Return

December 31, 2013 to December 31, 2018

2013 = $100

 

LOGO

 

     2013      2014      2015      2016      2017      2018  

Prometic Life Sciences Inc. Common Shares

   $ 100.00      $ 205.38      $ 361.29      $ 239.78      $ 139.78      $ 27.96  

S&P/TSX Composite Index

   $ 100.00      $ 107.42      $ 95.51      $ 123.23      $ 119.00      $ 105.15  

Note: All prices for the Common Shares of the Corporation were taken from the Toronto Stock Exchange’s records

 

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2019 Management Information Circular    Page | 49


 

9

Summary Compensation Table

The following table provides a summary of compensation earned during each of the financial years ended on December 31, 2018, 2017 and 2016 by the NEOs in accordance with applicable rules and regulations.

2018 Summary Compensation Table

 

                                Non-equity
Incentive Plan
Compensation
             

Name and Principal Position

   Year      Salary
($)
    Share-based
Awards(1)
($)
     Option-based
Awards(2)
($)
     Annual
Incentive
Plans(3)

($)
    All Other
Compensation(4) (5)

($)
    Total
Compensation
($)
 

Simon Best

                 

Interim President

     2018        6,923       0        0        0       0       6,923  

and CEO(6)

                 

Pierre Laurin

     2018        727,885       834,665        286,232        0       2,511,429 (7)      4,360,211  

Former President

     2017        687,500       3,480,125        478,457        596,400       100,166       5,342,648  

and CEO

     2016        625,585       2,040,000        463,981        424,125       91,203       3,644,894  

Bruce Pritchard

     2018        575,285 (8)       488,580        152,986        0       86,981 (8)       1,303,832  

COO and CFO

     2017        525,733 (9)       1,497,188        226,179        377,438 (9)      85,037 (9)       2,711,575  
     2016        531,226 (10)       800,000        181,953        284,272 (10)      78,993 (10)       1,876,444  

Patrick Sartore

     2018        454,231       398,832        123,376        0       36,591       1,013,030  

CLO and

     2017        418,750       1,222,890        191,382        252,450       34,285       2,119,757  

Corporate

     2016        373,462       800,000        181,953        177,200       31,583       1,564,198  

Secretary

                 

John Moran

     2018        464,400 (11)      336,128        98,701        0       29,027 (11)       928,257  

CMO

     2017        462,778 (12)      982,875        173,984        185,466 (12)      32,655 (12)       1,837,758  
     2016        447,041 (13)      480,000        109,171        150,440 (13)      31,664 (13)       1,218,316  

Bruce Wendel

                 

CBDO

     2018        225,000 (11)      276,949        73,828        0       25,547 (11)       666,574  

 

(1)

The fair value of the RSU awards was determined using the price of Common Shares underlying the RSUs on the grant date (2018 – $0.39, 2017 - $1.42, 2016 - $2.87). This value reflects the number of units payable if all objectives are met at 100% with respect to the 2018 and 2017 grants of performance-vested RSUs. In previous years’ circular, the fair value of the RSU awards was determined by applying a performance discount factor (i.e. percentage probability that a target will be met) ranging between 0% and 100% (depending on the performance target) to the price of Common Shares underlying the RSUs on the grant date. Starting in 2017, it was decided to change the methodology by eliminating the performance discount factor and the 2016 values have been restated in order for the 2017 and 2018 share-based awards to be comparable to previous years. Values disclosed under the previous methodology were the following for 2016: Pierre Laurin $603,839, Bruce Pritchard $258,396, John Moran $100,081 and Patrick Sartore, $237,196.

(2)

In determining the fair value of the options awards, the Black-Scholes-Merton model was used, with the following assumptions:

 

     2018     2017     2016  

Risk-free interest rate:

     2.1     1.1     0.7

Dividend yield:

     0     0     0

Expected volatility of share price:

     66     62     64

Expected life of the option:

     8.00 years       7.00 years       4.05 years  

The fair value of the option awards was estimated using the Black Scholes option pricing model, a common valuation methodology which uses the same assumptions for determining the equity-based compensation expense in the Corporation’s financial statements for the year-ended December 31, 2018 in accordance with the International Financial Reporting Standards (IFRS).

 

   Prometic Life Sciences Inc.
Page | 50    2019 Management Information Circular


(3)

Represents the cash bonus earned for each financial year, pursuant to the STIP. See the “Short Term Incentive Plan” section.

(4)

The Corporation does not have any Defined Benefit or Defined Contribution Pension Plan. However, NEOs are entitled to a contribution to their private retirement account ranging from 5% to 10% of their base salary, which amount is included under “All other compensation”.

(5)

None of the NEOs are entitled to perquisites or other personal benefits which, in the aggregate, are worth over $50,000 or over 10% of their base salary.

(6)

Prof. Simon Best was Interim President and CEO until the appointment of Mr. Kenneth Galbraith as CEO of the Corporation on April 23, 2019.

(7)

This total amount is comprised of an amount of $112,816, which represents other compensation as described in notes (4) and (5) as well as a $2,398,613 amount negotiated upon Mr. Laurin’s departure from the Corporation on December 19, 2018 which releases the Corporation from certain obligations towards Mr. Laurin, which include separation payments, retirement allowances, legal fees, group benefits as well as the termination and forgiveness of a loan in the amount of $435,863 (see the “Indebtedness of Directors and Executive Officers” section). As part of this separation agreement, it was agreed that all stock options and RSU awards held by Mr. Laurin prior to his departure will continue to vest and remain in place until their respective expiry dates.

(8)

Paid in pounds sterling (GBP) and converted at the following exchange rate: 1 GBP=CDN$1.7237 (2018 average).

(9)

Paid in pounds sterling (GBP) and converted at the following exchange rate: 1 GBP=CDN$1.6810 (2017 average).

(10)

Paid in pounds sterling (GBP) and converted at the following exchange rate: 1 GBP=CDN$1.7962 (2016 average).

(11)

Paid in US dollars (USD) and converted at the following exchange rate: 1 USD=CDN$1.2900 (2018 average).

(12)

Paid in US dollars (USD) and converted at the following exchange rate: 1 USD=CDN$1.3036 (2017 average).

(13)

Paid in US dollars (USD) and converted at the following exchange rate: 1 USD=CDN$1.3248 (2016 average).

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 51


 

10

Outstanding Share-based Awards and Option-Based Awards

The following table indicates, for each NEO, stock option grants and RSU grants outstanding at the end of the 2018 Financial Year.

Outstanding Share-Based Awards and Options-Based Awards

 

     Option-Based Awards(1)      Share-Based Awards  

Name

   Number of
securities
underlying
unexercised
options

(#)
     Option
exercise
price

($/share)
    

Option

expiration

date

   Value of
unexercised
in-the-
money
options(1)

($)
     Number of
shares or
units of
share that
have not
vested(2)

(#)
     Market or
payout value
of share-

based
awards that

have not
vested
($)
     Market or
payout value
of vested
share-based
awards not
paid out or

distributed(3)
($)
 

Pierre Laurin

     120,000        1.10      May 27, 2019      0           
     410,815        2.44      June 8, 2020      0           
     317,243        3.00      May 25, 2021      0           
     381,494        2.07      May 18, 2027      0           
     1,318,180        0,77      Dec 4, 2028      0           

Total

              0        3,227,504        839,151        308,672  
           

 

 

    

 

 

    

 

 

    

 

 

 

Bruce Pritchard

     72,000        1.10      May 27, 2019      0           
     161,420        2.44      June 8, 2020      0           
     124,409        3.00      May 25, 2021      0           
     180,342        2.07      May 18, 2027      0           
     704,544        0,77      Dec 4, 2028      0           

Total

              0        1,736,054        451,374        128,391  
           

 

 

    

 

 

    

 

 

    

 

 

 

Patrick Sartore

     72,000        1.10      May 27, 2019      0           
     161,420        2.44      June 8, 2020      0           
     124,409        3.00      May 25, 2021      0           
     152,597        2.07      May 18, 2027      0           
     568,180        0,77      Dec 4, 2028            
           

 

 

    

 

 

    

 

 

    

 

 

 

Total

              0        1,434,565        372,987        117,918  
           

 

 

    

 

 

    

 

 

    

 

 

 

John Moran

     150,000        1.10      May 27, 2019      0           
     88,781        2.44      June 8, 2020      0           
     74,645        3.00      May 25, 2021      0           
     138,725        2.07      May 18, 2027      0           
     454,544        0,77      Dec 4, 2028      0           

Total

              0        1,240,448        322,516        92,903  
           

 

 

    

 

 

    

 

 

    

 

 

 

Bruce Wendel

     340,000        0,77      Dec 4, 2028      0           

Total

              0        631,224        164,118        20,515  
           

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

The value of unexercised in-the-money options is calculating using the difference between the closing price of the Common Shares on December 31, 2018 on the TSX ($0.26) and the exercise price of the stock options. As of December 31, 2018, the options were not exercised and may never be. The actual gains, if any, depend on the value of the aforesaid shares on the date of exercise, if case arises.

(2)

This number reflects the number of units payable if all objectives are met at 100% with respect to the 2017 and 2018 grants of performance-vested RSUs. Should the maximum performance multiplier (150%) be achieved, the number of units would be 4,572,961 for Mr. Laurin, 2,446,521 for Mr. Pritchard, 2,021,513 for Mr. Sartore, 1,746,296 for Mr. Moran and 867,933 for Mr. Wendel.

(3)

The market value of share-based awards is calculated by multiplying the number of RSUs by the closing price of the Common Share on December 31, 2018 on the TSX ($0.26). The actual gains will depend on the value of the aforesaid shares on the date of exercise.

As of December 31, 2018, no Share-Based or Option-Based awards were awarded to Simon Best as interim President and CEO. The information on Prof. Best’s outstanding options-based awards received as Chairman of the Board is presented in table entitled Option-Based Awards on page 31. This table also presents the outstanding options-based awards received by Bruce Wendel while he was Director on the Board.

 

   Prometic Life Sciences Inc.
Page | 52    2019 Management Information Circular


 

11

Equity-Based Award – Value Vested or Earned During the Year

The following table indicates, for each NEO, the aggregate dollar value of option-based and share-based awards vested or of non-equity incentive plan compensation earned during the 2018 Financial Year:

Equity-Based Award - Value Vested or Earned During the Year

 

Name

   Option-based awards
Value vested during
the year(1) ($)
     Share-based awards
Value earned
during the

year(2) ($)
     Non-equity incentive
plan compensation
Value earned during
the year ($)
 

Pierre Laurin

     0        191,313        0  

Bruce Pritchard

     0        90,348        0  

Patrick Sartore

     0        80,432        0  

John Moran

     0        60,315        0  

Bruce Wendel

     0        20,515        0  

 

(1)

This amount is calculated as the difference between the market price of the Common shares on the date of vesting and the exercise price payable in order to exercise the options.

(2)

The share-based awards for the 2018 Financial Year are RSUs (performance-based).

 

 

12

Severance and Other Termination Benefits

A Severance Pay Program (the “Program”) has been established by the Corporation to provide severance compensation to designated employees, which include the NEOs, when a change of control has occurred and the designated employee has been terminated by the Corporation following the change of control. A change of control occurs upon a take-over of the Corporation resulting from the acquisition of a majority of the Corporation’s Common Shares (“Change of Control”).

Under the Program, each designated employee whose employment is terminated without cause or who terminates his employment for a good reason (constructive) at any time in the two-year period following a Change of Control shall be entitled to:

 

   

a severance payment equal to the designated executive’s monthly compensation, defined as base salary and short-term incentive target, multiplied by the number of month severance awarded for a specific position (varies between 12 to 18 months);

 

   

the continuation of all group insurance benefits, except for short and long-term disability benefits for the number of months of severance (varies between 12 to 18 months); and

 

   

a lump sum equivalent to the designated annual executive target incentive, prorated for the period of time worked between the date on which the termination of employment occurs and the first day of the financial year during which the termination occurs.

Furthermore, all unvested stock options granted previously become fully vested upon a Change of Control.

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 53


The following table sets out the benefits that would be paid following a Change of Control and involuntary termination (not for cause or constructive) occurring in circumstances described above, assuming the Change of Control and termination took place on December 31, 2018. This table does not include the value of outstanding stock options or RSUs that have previously vested and are therefore not impacted by these events.

 

     Severance
($)
    STIP(1)
($)
    Stock
Options(2)
($)
     Restricted Share
Units(3)

($)
     Total
($)
 

Involuntary Termination

            

Bruce Pritchard

     879,087 (4)      0       0        0        879,087  

Patrick Sartore

     697,500       0       0        0        697,500  

John Moran

     696,600 (5)      0       0        0        696,600  

Bruce Wendel

     387,000 (5)      0       0        0        387,000  

Termination Following Change in Control

 

         

Bruce Pritchard

     879,087 (4)      527,452 (4)      0        451,374        1,857,913  

Patrick Sartore

     697,500       348,750       0        372,987        1,419,237  

John Moran

     696,600 (5)      278,640 (5)      0        322,516        1,297,756  

Bruce Wendel

     483,750 (5)      193,500 (5)      0        164,118        841,368  

 

(1)

It is assumed that STIP awards for the financial year just completed, if any, would be payable regardless of termination or Change of Control since the year has been completed.

(2)

The change of control provisions provides for full vesting of all unvested stock options on an accelerated basis. The value has been calculated using the closing price of the Common Shares on December 31, 2018 on the TSX ($0.26) less the exercise price of the stock options.

(3)

The change of control provisions provide for full vesting of all unvested RSUs on an accelerated basis. The value is based on the closing price of the Common Shares on the TSX on December 31, 2018 ($0.26).

(4)

This amount was calculated based on the following exchange rate: 1 GBP=CDN$1.7237 (2018 average).

(5)

This amount was calculated based on the following exchange rate: 1 USD=CDN$1.2900 (2018 average).

 

 

13

Securities Authorized for Issuance Under Equity Compensation Plans

As at December 31, 2018, securities authorized for issuance under equity compensation plans were as follows:

Equity Compensation Plan Information

 

Plan Category

Equity compensation plans

approved by securityholders

   Number of securities to
be issued upon exercise of

outstanding options, warrants
and rights
    Weighted-average exercise
price of outstanding options,

warrants and  rights
     Number of securities remaining
available for future issuance under

equity compensation  plans
(excluding those in the 2nd column)
 

Option Plan

     21,815,029     $ 1.47        3,273,554  

RSU Plan

     14,169,673 (1)      —          12,493,174 (2) 

 

(1)

Assuming a performance-based vesting at 100% (18,517,567 RSUs assuming a performance-based vesting at 150%).

(2)

Assuming a performance-based vesting at 100% (8,145,272 RSUs assuming a performance-based vesting at 150%).

 

 

14

Stock Options

During the 2018 Financial Year, the Corporation granted options pursuant to the Option Plan providing for the purchase of a maximum of 10,882,961 Common Shares, which represents 1.5% of the issued and outstanding common shares as of December 31, 2018. Of that total, 3,385,448 stock options were granted to the NEOs.

As at December 31, 2018, 720,368,286 Common Shares were issued and outstanding and there were 21,815,029 options outstanding representing approximately 3% of the Common Shares issued and outstanding. The maximum number of Common Shares available for issuance under the Option Plan was 25,088,583 representing approximately 3.5% of the issued and outstanding Common Shares, and the remaining Common Shares available for granting under the Option Plan was 3,273,554.

 

   Prometic Life Sciences Inc.
Page | 54    2019 Management Information Circular


 

15

Restricted Share Units

In the 2018 Financial Year, the Corporation granted a total of 7,699,377 RSUs3 to participants under the RSU Plan. Of that total, 5,987,577 RSUs4 were granted to the NEOs.

As at December 31, 2018, 720,368,286 Common Shares were issued and outstanding and there were 14,169,673 RSUs outstanding, convertible into 14,169,673 Common Shares and representing approximately 2% of the Common Shares issued and outstanding. The maximum number of Common Shares available for issuance under the RSU Plan was 26,662,847 which represents approximately 3.7% of the issued and outstanding Common Shares, and the remaining Common Shares available for granting under the RSU Plan was 12,493,174.

 

 

16

Indebtedness of Directors and Executive Officers

 

16.1

Aggregate Indebtedness

As at May 7, 2019 the aggregate amount of indebtedness to the Corporation or any of its subsidiaries of all Directors, executive officers and employees and former directors, executive officers and employees of the Corporation or any of its subsidiaries was as follows:

Aggregate Indebtedness ($)

 

Purpose

   To the Corporation or its
subsidiaries as at May 7, 2019
     To another entity  

Share Purchases

     0        —    

Other

            —    

 

 

16.2

Indebtedness of Directors and Executive Officers

For Share Purchases

As at May 7, 2019, the aggregate amount of indebtedness to the Corporation or any or its subsidiaries of each director and executive officers and former directors and executive officers of the Corporation, each proposed nominee for election as a director of the Corporation and each associate of any such director, executive officer or proposed nominee was as follows:

Indebtedness of Directors and Executive Officers for Share Purchases

 

Name and

Principal Position

   Involvement
of the
Corporation or
Subsidiary
     Largest
Amount
Outstanding
During the
2018 Financial
Year

($)
    Amount
outstanding as
at May 7,
2019

($)
     Financially
Assisted
Securities
Purchases
During the 2018

Financial Year
     Security for
Indebtedness
(# of shares
held)
     Amount
Forgiven
During the 2018
Financial Year

($)
 

Pierre Laurin(1)

                

Former President and CEO

     Lender        431,242 (2)      0        —          —          —    

 

3 

Assuming a performance-based vesting at 100% (10,356,111 RSUs assuming a performance-based vesting at 150%)

4 

Assuming a performance-based vesting at 100% (7,449,078 RSUs assuming a performance-based vesting at 150%)

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 55


(1)

Mr. Pierre Laurin’s employment ended on December 19, 2018, at which time Prof. Simon Bes took over the CEO responsibilities on an interim basis.

(2)

This loan was originally due on December 31, 2009 and made as an advance to Mr. Pierre Laurin in order to allow him to exercise options to acquire shares of the Corporation at a price of $1.00 per share when the shares were trading at approximately $2.40 per share. This loan was secured by the deposit, pursuant to an escrow agreement, of a share certificate representing 450,000 shares of the Corporation. Mr. Laurin partially repaid $137,250 the loan on April 2, 2019, the balance of which was forgiven as part of the amount negotiated upon Mr. Laurin’s departure from the Corporation on December 19, 2018. The 450,000 escrowed shares were released to Mr. Laurin.

Other than for Share Purchases

Indebtedness of Directors and Executive Officers other than for Share Purchases

 

Name and Principal

Position

   Involvement of the
Corporation or
Subsidiary
     Largest Amount
Outstanding During
the

2018 Financial Year
($)
    Amount Outstanding
as at May 7, 2019

($)
     Amount Forgiven
During the 2018
Financial Year
($)
 

Pierre Laurin

     Lender        3,736 (1)      0        —    

 

(1)

This amount was lent, without term, to Mr. Pierre Laurin as personal advances which bears no interest.

 

 

 

17

Directors and Officers Liability Insurance

The Corporation maintains Directors and officers liability insurance policies for the liability of its Directors and officers arising out of the performance of their duties and for the Corporation’s liability arising out of securities claims. The policies provide coverage in respect of a maximum total liability of $50,000,000 (primary and excess liability insurance), subject to a general retention of $1,000,000 per loss, and includes specific exclusions, which are usually contained in insurance policies of this nature. The Corporation also maintains a concurrent liability insurance for the liability of its Directors and officers arising out of the performance of their duties, with limits of liability of $10,000,000 and subject to specific exclusions which are usually contained in insurance policies of this nature.

 

 

 

18

Interest of Informed Persons and Others in Material Transactions

Debt Conversion and Warrant Repricing

On April 15, 2019 the Corporation entered into the Restructuring Agreement with certain of its subsidiaries and SALP. Under the terms of the Restructuring Agreement, Prometic’s outstanding indebtedness to SALP was reduced to $10 million by way of conversion of approximately $229 million of outstanding indebtedness into Common Shares, at a conversion price per Common Share equal to the Transaction Price and the per warrant exercise price of certain outstanding Common Share purchase warrants of Prometic held by SALP was adjusted to the Transaction Price.

Private Placement

On April 15, 2019, the Corporation also entered into subscription agreements with Consonance and SALP, whereby Consonance agreed to subscribe for $50 million of Common Shares and whereby SALP agreed to subscribe for $25 million of additional Common Shares in the Private Placement at a subscription price per Common Share equal to the Transaction Price.

Following the completion of the Debt Conversion and the Private Placement, SALP now beneficially owns, directs or controls approximately 80.68% of Prometic’s issued and outstanding Common Shares, determined on a non-diluted basis.

On April 23, 2019, the Corporation completed the Restructuring Transaction.

 

   Prometic Life Sciences Inc.
Page | 56    2019 Management Information Circular


STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Compliance with corporate governance guidelines is a fundamental element of the manner in which the Corporation operates its business and seeks to enhance shareholder value. The Board is committed to high standards of corporate governance practices. Its practices are in line with those of similar Canadian companies in its sector of activity and are reviewed by the HR & Corporate Governance Committee (previously by the Corporate Governance and Nominating Committee) , who makes recommendations to the Board as appropriate. The Board is of the opinion that these practices essentially comply with applicable corporate governance guidelines and ensure transparency and effective governance to the Corporation.

 

 

 

1

Board of Directors

 

1.1

Board Mandate

The Board is responsible for the stewardship and strategic direction of the Corporation. It does not actively manage but rather supervises the management of the Corporation’s business and affairs, to ensure a consistent focus on increasing shareholder value. In exercising their powers and discharging their duties, the Directors shall (a) act honestly and in good faith with a view to the best interests of the Corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

To better discharge its responsibilities, the Board has established the two following standing committees: the Audit, Risk and Finance Committee and the HR & Corporate Governance Committee (collectively the “Standing Committees”).

The Board also had the following two advisory committees which were terminated on May 7, 2019: the Defense Strategy Committee which was responsible for ensuring the preparedness of the Corporation in the event of any unsolicited offer or proxy contest and the Plasma Strategy Development and Asset Monetization Committee (the “PSDAM Committee”) which was responsible for supporting, reviewing and challenging the strategic planning process.

The responsibilities of the Board are fully described in the Board mandate attached as Schedule “A” to this Circular.

 

1.2

Independence

The Board determines the Directors’ independency according to Regulation 58-101 respecting disclosure of corporate governance practices as well as Regulation 52-110 respecting audit committees. Of the seven nominees for election to the Board, four Directors are independent being Prof. Simon Best, Dr. Gary J. Bridger, Neil A. Klompas and Timothy Steven Wach. The three non-independent Directors are Kenneth Galbraith, Stefan Clulow and Zachary Newton, for the following reasons:

 

   

Mr. Kenneth Galbraith is CEO of Prometic since April 23, 2019.

 

   

Mr. Stefan Clulow and Mr. Zachary Newton were designated by SALP to sit on the Board pursuant to the Restructuring Agreement, which entitles SALP to designate two persons for election to the Corporation’s Board of Directors.

On an annual basis, each director has to declare whether he is independent, and all such declarations are reviewed by the HR & Corporate Governance Committee, which then makes recommendations to the Board in respect of the Board’s determination on the independence of Directors.

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 57


1.3

Chair of the Board & Lead Independent Director

The Corporation was led by an independent non-executive Chair from 2011 until the resignation of the Corporation’s President and CEO on December 19, 2018 to permit the Board to function independently of management. On December 19, 2018, the Board appointed Prof. Simon Best to take over the positions on an interim basis until a permanent President and CEO is appointed. The position of Chair of the Board has been held by Prof. Simon Best since May 2014. On April 23, 2019, Mr. Stefan Clulow was appointed Chair of the Board and Mr. Kenneth Galbraith was appointed CEO of Prometic in replacement of Prof. Simon Best. As Mr. Clulow is a non-independent member, the Board appointed simultaneously Prof. Simon Best as Lead Independent Director to ensure the effectiveness of the Board and that the Board functions with appropriate independence.

 

1.4

Directors Serving Together

For the 2018 Financial Year, no Prometic Directors served together on any other public company board.

 

1.5

Meetings

The Board holds regularly-scheduled meetings, special meetings and unofficial meetings to review specific matters when needed. Special meetings are held by the Board to discuss and act on matters that need attention before the following regular meeting is held or that requires additional time, such as financings, material transactions or other business concerns arising throughout the year. The number of meetings of the Board and its committees held during the 2018 Financial Year and members’ attendance at these meetings is provided in the section “Nominees for Election to the Board of Directors”.

 

1.5.1

Sessions without Management

As further described in the Board of Directors mandate (attached hereto as Schedule “A”), the Directors also hold meetings without the presence of management at the end of each regularly scheduled Board or Standing Committee meeting or at other specified times during the year (“in-camera session(s)”). The Directors may have in-camera session at the end of a special meeting as well, if necessary. These sessions are chaired by the Chair of the Board or the Lead Independent Director as deemed appropriate in the circumstances. There were six in-camera sessions held by the non-executive Directors during the regularly scheduled meetings held in the 2018 Financial Year.

 

1.5.2

Sessions without Non-Independent Directors

The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. Where matters discussed may involve persons having a conflict of interest or potential conflict of interest, that person may not participate in or be permitted to hear the discussion of the matter at any meeting of directors except to disclose material facts and respond to questions. A director having a conflict of interest or potential conflict of interest will be counted in determining the presence of a quorum for purposes of the vote as per the Corporation’s articles of incorporation but will not vote on any resolution to approve such matter when the vote is taken. On occasions where it will be considered advisable, the Corporation’s independent directors may hold meetings at which non-independent directors and members of management are not in attendance. The independent directors are able to exercise their responsibilities for independent oversight of management by virtue of forming a majority of the Board. There were five such meetings held by the independent Directors in the 2018 Financial Year.

 

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Board / Committees

   Number of Meetings
held during the
2018 Financial Year
    Number of In-Camera
Sessions

held during the
2018 Financial Year
 

Board; regular meetings

     6 (1)(2)      6  

Audit, Risk and Finance Committee

     6 (3)      5  

HR and Compensation Committee

     6       6  

Corporate Governance and Nominating Committee

     5       5  

Plasma Strategy Development and Asset Monetization (PSDAM) Committee

     4       4  
  

 

 

   

 

 

 

Defense Strategy Committee

     2       2  
  

 

 

   

 

 

 

 

(1)

Consists of five regular meetings and one strategic planning session.

(2)

Although the Board did not hold special meetings in 2018 Financial Year, the Board held numerous unofficial meetings via conference call to discuss corporate updates.

(3)

The external lead audit partner (EY) attended four of the five regularly scheduled meetings held by the Audit, Risk and Financial Committee, which were related to the review of the Corporation’s quarterly and year-end financial statements.

 

1.5.3

Director Tenure

The Corporation has not instigated a board tenure policy given the length of tenure of the Directors that were serving on the Board during the 2018 Financial Year (as illustrated below) which is well below the average tenure of directors of Canadian reporting issuers.

Length of tenure of the Corporation’s Directors as December 31, 2018

 

LOGO

 

1.5.4

Nomination of Directors

All Directors may submit a list of candidates for nomination as directors to the HR & Corporate Governance Committee of the Board. Its powers in relation to new candidates for board nomination are further described in the written mandate of the HR & Corporate Governance Committee, available on the Corporation’s website at www.prometic.com.

If a candidacy is endorsed by the HR & Corporate Governance Committee, said nominee is submitted to the Board. The size of the Board is considered, in conjunction with the diversity of background, experience and qualifications of the Directors in order to ensure that the Board functions effectively. To encourage an objective nominating process, the HR & Corporate Governance Committee seeks the input of other Directors and senior management on new nominees to the Board and reviews potential candidates in light of board effectiveness assessment results.

 

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1.5.5

Position Descriptions

Chair of the Board and Committees Chairs

The roles and responsibilities of the Chair of the Board and each of its committees are provided in their written mandates. Each Chair is responsible for overseeing the Board’s or the committee’s work, as applicable, to ensure that the Board or the relevant committee fulfils its mandate, role and responsibilities as set out in its written mandate, that the structure and mandate of the Board or committee are appropriate and adequate to fulfill its role, that it has the resources and relevant current information to carry out its tasks and that the calendar, organization and procedures of meetings of the Board or committee allow adequate time to examine and discuss matters set before the Board, or one of its designated committees, as applicable. The chair of a committee acts as intermediary with senior management and ensures that the committee reports to the Board at each subsequent meeting on the deliberations, decisions and recommendations of the committee.

Lead Independent Director

On May 7, 2019, the Board has put in place a position description for the new Lead Independent Director. The primary role of the Lead Independent Director is to ensure that the Board functions with appropriate independence. Such description will be reviewed from time to time by the HR & Corporate Governance Committee and shall be approved by the Board.

 

CEO

A written position description for the CEO was developed, together with the CEO involving the delineation of his responsibilities. Such description will be reviewed from time to time by the HR & Corporate Governance Committee and shall be approved by the Board. The CEO reports to the Board on a continuous and frequent basis in respect of any material developments, updated business strategy, as well as to provide regular financial and operating reports. Corporate objectives shall be agreed annually between the CEO and the Board. The CEO’s performance shall be assessed annually against these objectives.

The positions descriptions/mandates are available on the Corporation’s website at www.prometic.com.

 

1.5.6

Orientation and Continuing Education

As soon as they have confirmed their interest in becoming directors of the Corporation, new potential nominees are invited to meet with the Chair of the Board, the chair of each Standing Committee of the Board (the Audit, Risk and Finance Committee, the HR & Corporate Governance Committee and senior executives before their candidacy is submitted to the shareholders. Orientation package is available to the Directors newly elected which includes full documentation on the business of the Corporation. In addition, members of management regularly inform Directors of available resources that may be of interest to them in carrying out their roles as directors and brief them on relevant developments, during, as well as, outside Board and committee meetings at which members of management are present. This includes regular and frequent reports on the evolution of the business of the Corporation and implementation of its strategic plan. During the 2018 Financial Year, one educational session was held in August 2018 on emerging trends in accounting.

 

 

 

2

Standing Committees

The Board carries out its mandate directly and through recommendations it receives from the Standing Committees, being the Audit, Risk and Finance Committee and the HR & Corporate Governance Committee.

Similarly, the Board also receives recommendations from management from time to time.

 

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2.1

The Audit, Risk and Finance Committee

The Audit, Risk and Finance Committee is mainly responsible for the five following fundamental matters:

 

   

the Corporation’s financial reporting process and internal control systems;

 

   

the Corporation’s process to identify and manage risks:

 

   

the internal and external audit process;

 

   

the Corporation’s communication system to provide an open avenue of communication among the external auditors, the financial and senior management, the internal auditing department (if any), and the Board; and

 

   

the Corporation’s capital structure and its finance strategy and activities.

The Audit, Risk and Finance Committee review the interim and annual financial statements, Management’s Discussion and Analysis (MD&A) and other legally required public disclosure documents containing financial information.

EY was appointed as the Corporation’s auditor in 2010. The previous lead audit partner rotated out in 2017 as part of the standard auditor partner rotation process and a new lead partner was assigned to the audit. During the 2018 Financial Year, EY’s lead audit partner attended four of the five regularly scheduled meetings held by the Audit, Risk and Finance Committee, the fifth meeting dealing with internal matters only and not requiring the input of the external auditor.

In its oversight of the services rendered by the external auditors, which were performed by Ernst & Young (“EY”) for the 2018 Financial Year, the Audit, Risk and Finance Committee (i) discusses with EY its responsibilities in performing EY’s audit, its determination of areas of significant audit risk and related risk mitigation procedures, and reviews and approves its annual audit plan and associated fees; (ii) discusses with EY the key accounting risks and significant judgments made by management; (iii) receives written confirmation from EY of its independence; (iv) pre-approves all additional engagements with EY (including any non-audit services); (v) assesses, annually, EY’s performance. The Audit, Risk and Finance Committee is also involved in the assessment and selection of the Corporation’s external auditor.

The auditor’s fees are described in the 2018 AIF under the heading “External Auditor Services Fees”.

During the 2018 Financial Year, the Audit, Risk and Finance Committee reviewed certain positions relating to the accounting of:

 

   

equity and debt financings, and concurrent private placements;

 

   

going concern disclosures;

 

   

licence agreements; and

 

   

inventory capitalization.

The Audit, Risk and Finance Committee also oversees the financial reporting processes and internal controls. This comprises keeping abreast of how management’s addresses changes in the operations and transactions to ensure that they are appropriately reflected in the financial disclosure documents and the internal controls put in place to address these changes. As part of this, the Committee reviews the activities of the internal audit department, including its organizational structure, resources and budget, the internal audit plan for the year and their report on their review and testing of Internal Controls over Financial Reporting (“ICFR”) and disclosure controls. It also considers any recommendations made by the external auditors regarding internal controls. In addition, the Committee reviews the quarterly internal reporting package prepared by management, understanding the key variances from budget and the impact on the financial condition.

Finally, in the accomplishment of its financial oversight, the Audit, Risk and Finance Committee, reviews and discusses the Corporation’s short and long-term financial plans, including the budgets, the management of tax matters and proposed issuance of equity, debt or other financial instruments.

 

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The Audit, Risk and Finance Committee is composed of Mr. Paul Mesburis (Chair), Prof. Simon Best and Mr. Kenneth Galbraith, three financially literate directors, two of which are also independent. Due to the resignation of Ms. Kory Sorenson on March 31, 2019, the Corporation has appointed Prof. Simon Best to fill Ms. Kory Sorenson’s seat on the Audit, Risk and Finance Committee from March 31, 2019 to April 23, 2019. The appointment of Prof. Simon during that period was made in reliance on the exemption from the independence of subsection 3.1(3) of National Instrument 52-110 - Audit Committees (“NI 52-110”), which exemption is available under section 3.5 of NI 52-110. On April 23, 2019, the Board appointed Mr. Kenneth Galbraith as CEO of Prometic thus re-establishing Prof. Best’s independency status given that subsection 1.4(7)(b) of NI 52-110 provides that the holding of the position of interim CEO does not deem a director to be non-independent for purposes of 52-110. In appointing Mr. Galbraith, the Corporation is relying on the exemption from the independence of subsection 3.1(3) of NI 52-110, which exemption is available under section 3.5 of NI 52-110.

Going forward, assuming all nominees for election to the Board are elected, the Audit, Risk and Finance Committee will be composed of Neil A. Klompas (Chair), Gary J. Bridger, and Timothy Steven Wach. All of them are independent directors and financially literate within the meaning of the Canadian Securities Administrators rules. The members also qualify as “audit committee financial experts” as defined by the U.S. Securities and Exchange Commission.

A further description of the composition of the Audit, Risk and Finance Committee and on the relevant education and experience of its members as at May 7, 2019 is set out in the Corporation’s 2018 AIF under the heading “Audit Committee – Relevant Education and Experience”.

 

2.2

The New HR & Corporate Governance Committee

Previously, the Corporate Governance and Nominating Committee was responsible for the development of the Corporation’s approach to governance issues and for ensuring that such approach supports the effective functioning of the Corporation with a view to its best interests.

The Corporate Governance and Nominating Committee was composed of Ms. Louise Ménard (Chair), Prof. Simon Best and Mr. Paul Mesburis. All of the members are independent directors. Ms. Kory Sorenson was a member of the Committee from May 9, 2018 to March 31, 2019, at which date Ms. Sorenson tendered her resignation. Ms. Louise Ménard tendered her resignation on May 7, 2019.

The former HR and Compensation Committee was responsible for assisting the Board in the discharge of its responsibilities regarding the recruitment, evaluation, compensation and succession planning for the Corporation’s CEO and Named Executive Officers. The former HR and Compensation Committee made recommendations to the Board regarding the design and implementation of incentive-compensation and equity-based plans that link pay to performance and that reflect an appropriate balance between the short and long-term performance objectives.

The former HR and Compensation Committee was composed of Mr. David John Jeans (Chair), Prof. Simon Best, Mr. Kenneth Galbraith and Ms. Louise Menard. All of the members are independent directors, except for Mr. Kenneth Galbraith who was appointed CEO on April 23, 2019. Ms. Kory Sorenson was a member of the Committee from May 9, 2018 to March 31, 2019, at which date Ms. Sorenson tendered her resignation. Ms. Louise Ménard tendered her resignation on May 7, 2019.

On May 7, 2019, the Board merged the HR and Compensation Committee with the Corporate Governance and Nominating Committee. The New HR & Corporate Governance Committee will be responsible for assisting the Board in the discharge of its responsibilities regarding the recruitment, evaluation, compensation and succession planning for the Corporation’s CEO and NEOs as well as for the development of the Corporation’s approach to governance issues and for ensuring that such approach supports the effective functioning of the Corporation with a view to its best interests.

The HR & Corporate Governance Committee will meet regularly throughout the year. At the end of each meeting or whenever deemed necessary, the HR & Corporate Governance Committee may hold an informal in-camera session without the presence of management. The Chair of the HR & Corporate Governance Committee will preside over these sessions and informs management of the subjects discussed and any follow up action to be taken.

 

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The primary responsibility of the HR & Corporate Governance Committee with respect to human resources and compensation will be mainly to:

 

   

review short and long-term corporate objectives relevant to the compensation of the CEO and evaluate CEO performance in meeting these objectives;

 

   

review the compensation of the CEO, non-CEO officers and director compensation;

 

   

review the design and ensure implementation of incentive-compensation and equity-based plans;

 

   

ensure that appropriate mechanisms are in place regarding succession planning for the CEO;

 

   

perform any other activities delegated by the Board consistent with the responsibilities and duties relating to compensation.

The primary responsibility of the HR & Corporate Governance Committee with respect to corporate governance will be mainly to:

 

   

assess and establish the size and composition of the Board and its committees, and identify candidates with the right skills for the nomination of directors;

 

   

develop and review an appropriate procedure to periodically evaluate the performance of the Board, its committees and their members;

 

   

develop and monitor the continuing education programs for directors;

 

   

review the mandate of the Board and its Committees, of their Chairs and of the Lead Independent Director;

 

   

review annually Code of Ethics and Business Conduct as well as any other policies of the Corporation as deemed appropriate; and

 

   

perform any other activities delegated by the Board consistent with the responsibilities and duties relating to corporate governance.

Going forward, assuming all nominees for election to the Board are elected, the HR & Corporate Governance Committee will be composed of Simon Best (Chair), Gary J. Bridger and Zachary Newton. A majority of the members are independent directors. The members on the HR & Corporate Governance Committee members have, to various degrees, experience in dealing with human resources and/or corporate governance matters:

Prof. Simon Best served as Chairman of the board and member on the Human Resources Committee of Entelos Inc., a London AIM listed company, and served as member of the Human Resources Committee of Ardana Plc, a United Kingdom LSE listed pharmaceutical company. As such, Prof. Best operated best practices in compensation setting long-term incentive plans taking into account industry benchmarking and external surveys to align the interests of management with financial investors and other shareholders.

Dr. Gary J. Bridger is a member of the Compensation Committee at X4 Pharmaceuticals, Inc.clinical-stage biopharmaceutical company listed on Nasdaq. Dr. Bridger served as member of the Compensation Committee at Alder BioPharmaceuticals, Inc., a clinical-stage biopharmaceutical company listed on Nasdaq as well as Aquinox Pharmaceuticals, Inc. pharmaceutical company also listed on Nasdaq.

Mr. Zachary Newton was previously a practicing lawyer and is currently Thomvest’s investor representative and/or director designee for several portfolio companies where he has played an active role in personnel and compensation decisions.

 

2.2.1

Board Assessments

The HR & Corporate Governance Committee intends to develop and review an appropriate procedure, in collaboration with the Lead Independent Director, to periodically evaluate the performance of the Board and its committees, the Chair of the Board, the Chair of the Committees, each Director and the Chief Executive Officer.

 

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The Corporation’s disclosure of corporate governance practices will be reviewed from time to time by the HR & Corporate Governance Committee. The HR & Corporate Governance Committee will meet regularly throughout the year. At the end of each meeting or whenever deemed necessary, the HR & Corporate Governance Committee may held an informal in-camera session without the presence of management. The Chair presides over these sessions and informs management of the subjects discussed and of follow-up actions to be taken, if any.

 

2.3

Standing Committees’ Charters

The texts of the above Standing Committees’ charters are available on the Corporation’s website at www.prometic.com. The Audit, Risk and Finance Committee’s charter is also available in the 2018 AIF. Furthermore, a copy of the charters may be obtained upon request, which should be addressed to the Corporate Secretary of the Corporation at 440 Armand-Frappier Blvd., Suite 300, Laval, Québec, H7V 4B4 (Telephone: 450-781-0115 or Fax: 450-781-4457). The Corporation may require the payment of a reasonable charge if the request is made by a person other than a holder of securities of the Corporation.

 

 

 

3

Other Committees

 

3.1

Plasma Strategy Development and Asset Monetization Committee

The Corporation had a Strategy Development and Asset Monetization Committee which was terminated on May 7, 2019.

 

3.2

Defense Strategy Committee

The Corporation had a Defense Strategy Committee which was terminated on May 7, 2019.

 

 

 

4

Director Selection Process

The HR & Corporate Governance Committee together with the Chair of the Board and the Lead Independent Director will be responsible for identifying new candidates to stand for election as directors and the slate of existing Directors standing for re-election. In order to reflect the increasing diversity of the Corporation’s activities and scope of operations, the Corporation selected a mix of directors proposed to be nominated at the Meeting for election as director of the Corporation to reflect a complementary mix of professional skills and the broader geographic scope of its global activities.

 

 

 

5

Diversity

 

5.1

Board and Senior Management

The Corporation believes that drawing from a broad range and variety of perspectives is beneficial to the Corporation’s success and helps it achieve its objectives in terms of efficiency for the benefit of its shareholders. Therefore, the Corporation is committed to increasing the range and variety of perspectives of its Directors and senior management over time and, as such, supports initiatives aimed at identifying candidates with a broad range and variety of skills, qualifications, capabilities, talents, insights and professional and life experiences. While the Corporation has not adopted a written Diversity Policy per se, it has embraced a broad definition of diversity that encompasses factors such as skills, qualifications, capabilities, insights, talents, personal attributes and professional and life experiences in the director and senior management identification and selection process. Recommendations for election and appointment are made on merit, in light of the skills, experience, independence and knowledge that the Corporation requires to be most effective with regards to the Corporation’s current and future plans and objectives, as well as anticipated regulatory and market developments. The Corporation must retain the flexibility to add qualified directors and senior management. The necessity of obtaining the right synergy and balance among Directors and senior management so as to optimize the Corporation’s ability to meet the challenges it faces is paramount.

 

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The Corporation has always encouraged the representation of women on the Board. In the last six years, the Corporation has had between one and three women on its Board with two women Directors, Ms. Kory Sorenson and Ms. Louise Ménard representing 20% of the Directors elected at the 2018 annual general meeting of shareholders. Although there are currently no women among the senior executive officers of the Corporation, no less than 18 women hold a leadership position including 9 directors, 5 senior directors and 4 vice-presidents, and assume management responsibilities.

Because of the limited size of the senior executive team and the need to ensure that recruitment efforts and appointments are primarily based on the merits of the individuals and the needs of the Corporation at the relevant time, the Board has decided not to set targets regarding the representation of women in senior executive officer positions. However, the Board is committed to equality of opportunity and to the recruitment, retention, development and promotion of qualified female candidates among its workforce, including at the highest level. In that respect, the Corporation has adopted an Equal Opportunities Policy by virtue of which the Corporation is committed to and supports the principle of equal opportunities in employment.

 

5.2

Equal Opportunities Policy

The Corporation is committed to and supports the principle of equal opportunities in employment. The Corporation opposes to all forms of unlawful or unfair direct or indirect discrimination on the grounds of sex, ethnic or national origins, religion or political beliefs, disability, marital status, age and sexual orientation. The Corporation believes that it is in the best interest of the Corporation and all those who work for the Corporation to ensure that the talents and skills of people throughout the community are considered when employment opportunities arise.

The Corporation takes every step to ensure that individuals are treated equally and fairly, and decisions on recruitment and selection, training, secondment, promotion, career development and employee relations are taken solely on job-related criteria.

 

 

 

6

Succession Planning

The Corporation’s succession planning aims to ensure that there is a pipeline of leaders in the organization to drive both short-term and long-term performance and the right talent in the right roles to execute on the Corporation’s business strategy. While the Corporation’s succession planning used to focus more on emergency plan in case of unforeseen circumstances, such as the departure of an officer in a key leadership role, the efforts have been recently focused on identifying and developing key talent at the executive level, analyzing the succession pipeline from an expertise and diversity perspective and initiating action plans to address actual or future potential gaps. Due the growth and expansion of the Corporation over the years and the creation of new positions, the number of members on the senior executive team was increased as a result of such succession process.

 

 

 

7

Code of Ethics and Business Conduct

The Board has adopted a Code of Ethics and Business Conduct (the “Code”) applicable to all Directors, officers, employees and consultants of the Corporation and members of its group. The Code is available on request to the Corporate Secretary of the Corporation at its principal business office and is posted on the Corporation’s website at www.prometic.com as well as on SEDAR website at www.sedar.com. The Board has the overall responsibility to monitor compliance with the Code. It generally outlines standards of conduct that must be met in carrying out one’s functions, including in relation to (i) general conduct and behavior (loyalty, ethics and respectful behavior), (ii) Directors’ fiduciary duties, (iii) the integrity of books and records, (iv) responsibilities of representatives, (v) conflict of interest principles and procedures, (vi) harassment and discrimination, (vii) compliance with laws, rules and regulations including the Foreign Corrupt Practices Act (FCPA), (viii) the protection of intellectual property, (ix) the Corporation’s compliance program, (x) complaints procedures and reporting code violations, (xi) sanctions and consequences of departures from the Code, and (xii) Board monitoring and waivers.

 

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The Code contains standards of conduct to avoid or properly declare conflicts of interest. In addition, in the event that a director may have a material interest in transactions and agreements, such director is expected to declare his/her interest and otherwise act as prescribed by the CBCA, and as circumstances warrant, to abstain from voting on the approval of such transactions and agreements. The Audit, Risk and Finance Committee and the Corporate Governance and Nominating Committee may grant waivers of provisions of the Code to Directors and senior officers, while certain members of management may grant waivers to employees. The Code is supplemented by a complaint reporting policy, pursuant to which persons in charge of the administration of the policy report annually to the Chair of the Audit, Risk and Finance Committee on complaints relating to accounting, audit and internal control matters and to the Chair of the Corporate Governance and Nominating Committee on complaints relating to other matters. During the 2018 Financial Year, no complaints related to the Code were received, and there were no material change reports filed that pertain to any conduct of a director or executive officer that constitutes a departure from the Code.

 

 

 

8

Shareholder Proposals

The CBCA provides, in effect, that a registered holder or beneficial owner of Common Shares entitled to vote at an annual meeting of the Corporation may submit to the Corporation notice of any matter that the person proposes to raise at the meeting (the “Proposal”) and discuss at the meeting any matter in respect of which the person would have been entitled to submit a Proposal. The CBCA further provides, in effect, that the Corporation must set out the Proposal in its management information circular along with, if so requested by the person who makes the Proposal, a statement in support of the Proposal by such person. However, the Corporation will not be required to set out the Proposal in its management information circular or include a supporting statement if, among other things, the Proposal is not submitted to the Corporation at least ninety (90) days before the anniversary date of the notice of meeting that was sent to the shareholders in connection with the previous annual meeting of shareholders of the Corporation. The deadline for submitting a proposal to the Corporation in connection with the next annual meeting of shareholders is February 7, 2020.

The foregoing is a summary only; shareholders should carefully review the provisions of the CBCA relating to Proposals and consult with a legal advisor.

 

 

 

9

Additional Information

The Corporation is a reporting issuer under the securities acts of all provinces of Canada and is thereby required to file financial statements and management information circulars with the various securities commissions in such provinces. The Corporation also files an annual information form annually with such securities commissions. Financial information is provided in the Corporation’s comparative financial statements and Management’s Discussion and Analysis for its most recently completed financial year. Copies of the Corporation’s latest annual information form, latest audited financial statements, interim financial statements filed since the date of the latest audited financial statements, latest Management’s Discussion and Analysis, and latest management information circular may be obtained upon request or on the website www.sedar.com. Requests should be addressed to the Corporate Secretary of the Corporation at 440 Armand-Frappier Blvd., Suite 300, Laval, Québec, H7V 4B4 (Telephone: 450-781-0115 or Fax: 450-781-4457). The Corporation may require the payment of a reasonable charge when the request is made by a person other than a holder of securities of the Corporation. Additional information relating to the Corporation may be found on the website www.sedar.com.

 

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10

Directors’ Approval

The Board has approved the content of this Circular including any attached schedules hereto and the sending of it to each shareholder entitled to receive the Notice of the Meeting, to each director and to the auditors of the Corporation.

(s) Patrick Sartore

 

Patrick

Sartore

Chief Legal Officer and Corporate Secretary

Laval, Québec, May 7, 2019.

 

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Schedule “A”

Board of Directors Mandate

 

I.

PURPOSE

The Board of Directors (the “Board”) of Prometic Life Sciences Inc. (the “Corporation”) is ultimately responsible for the stewardship of the Corporation and its subsidiaries as a whole. It does not actively manage but rather supervises the management of the Corporation’s business and affairs, to ensure a consistent focus on increasing shareholder value. In exercising their powers and discharging their duties, the Directors shall (a) act honestly and in good faith with a view to the best interests of the Corporation and all stakeholders; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

In accordance with the Canada Business Corporations Act, the Board may delegate certain responsibilities to the Board committees as well as the prior analysis and development of options and recommendations regarding any issues it is responsible for. However, such delegation does not remove the Board’s general oversights responsibilities of the Corporation. The Board shall establish the two (2) following standing committees: (i) the Audit, Risk and Finance Committee and (ii) the HR & Corporate Governance Committee.

The Board has delegated the approval of certain matters to the Management of the Corporation pursuant to its Delegation of Authority, as amended from time to time.

In discharging its mandate, the Board may engage the services of outside advisors at the expense of the Corporation. The Board also allows any Board committee or director to engage the services of an outside advisor at the expense of the Corporation, to adequately carry out such Committee’s duties, where the circumstances so warrant. Any Board committee or director shall obtain Board’ written approval before engaging the services of an outside advisor.

 

II.

MANDATE

To fulfill its mandate, the Board assumes responsibility for the following matters:

Strategy Development

Initially adopt and annually review a strategic planning process and strategic directions arising therefrom, taking into account, among other things, the opportunities and risks of the business of the Corporation, as well as review annually the critical assessment of these directions, of the actions taken to achieve them and the results of such actions.

Human Resources, Compensation and Performance Assessment

 

1

Oversee succession planning, including the appointment, training and monitoring of the Chair, the Lead Independent Director, the Directors, the CEO and other executive officers of the Corporation.

 

2

Together with the CEO, approve corporate goals and objectives that the CEO is responsible for meeting and assess the CEO against these goals and objectives.

 

3

With input from a committee of the Board and the Lead Independent Director, review the adequacy and form of the compensation of the Chair, executive officers and directors, with such compensation realistically reflecting the responsibilities and risks of such positions and comparison with a relevant group of peer companies in Canada, the USA and the UK.

 

4

On an annual basis, (i) designate the senior executives officers of the Corporation, (ii) select and appoint as executive officers fully competent persons to such offices to manage the business and affairs of the Corporation, and (iii) assess the performance of the CEO.

 

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5

Ensure that processes are implemented by the CEO to assess the executive officers.

 

6

Together with the CEO, develop position descriptions for the Chair of the Board, the Lead Independent Director, the chair of each committee of the Board and for the CEO.

Financial Matters, Risk Management and Internal Control

 

1

Identify the principal risks inherent in the activities of the Corporation and assessing the implementation of appropriate systems to manage these risks.

 

2

Oversee the integrity of internal controls and management information technology systems.

 

3

Adopt budgets and financial results of the Corporation, monitor compliance with accounting standards and the integrity and adequacy of financial information disclosure.

 

4

Upon the Audit, Risk and Finance Committee’s recommendation, (i) select the external auditors to be nominated for appointment by the shareholders of the Corporation, and (ii) approve fees and other compensation to be paid to the external auditors.

 

5

Determine the appropriateness of declaring dividends and the declaration of dividends, where appropriate.

 

6

Agree annual Internal Audit objectives with the CFO, receive Internal Audit reports and ensure that any remedial actions or adoption of new control measures are implemented effectively.

Corporate Governance Matters

 

1

To the extent feasible, satisfying itself as to the integrity of the CEO and other executive officers and that the CEO and other executive officers create a culture of integrity throughout the organization.

 

2

Establish and review annually corporate communication policies with respect to the following: (i) how the Corporation interacts with analysts, investors, other key stakeholders and the public; (ii) measures for the Corporation to comply with its continuous and timely disclosure obligations and to avoid selective disclosure and (iii) tipping and the purchase and sale of securities of the Corporation by insiders and other persons with a special relationship with the Corporation.

 

3

Adopt and annually review a written code of business conduct and ethics for the Corporation that governs the behaviour of Directors, officers and employees with standards reasonably designed to promote integrity and deter wrongdoing, monitor compliance with the code and grant any waivers from compliance with the code for Directors and executive officers.

 

4

Implement structures and procedures that ensure that the Board can function independently of management.

 

5

During a Board meeting, ensure that the Lead Independent Director Intervene should the Board consider the Chair’s independent judgment is biased, to ensure that the Board will successfully carry out its duties.

 

6

For each member of the Board, act as representatives of the Corporation in: (i) enhancing the organization’s public image, firm reputation and credibility, (ii) providing contacts/network to the Corporation, (iii) being loyal to the Corporation, (iv) supporting the decisions of the majority the Board, and (v) identifying, evaluating and carrying out profitable business opportunities for the Corporation, as well as providing the Corporation with information on the market in which it operates.

 

7

Appoint committees of the Board, determine their mandates and select their members and chair.

 

8

Adopt and annually review mandates for each of the Board’s committees.

 

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9

Assign to a committee of Directors including the Lead Independent Director, the general responsibility for developing the Corporation’s approach to governance issues, including developing a set of corporate governance principles, guidelines and practices that are specifically applicable to the Corporation.

 

10

Assess as advisable and in a timely manner, the effectiveness of the Board, the committees of the Board, the Chair of the Board, the Lead Independent Director, as well as the Directors.

 

11

Ensure that all new Directors receive comprehensive orientation to fully understand the role of the Board and its committees, as well as the contribution individual Directors are expected to make (including, in particular, the commitment of time and energy that the Corporation expects from its Directors) and the nature and operation of the Corporation’s business and the industry within which it operates.

 

12

Examine annually the size and composition of the Board and its Committees, with a view to having a diversity of gender, geography, background and skills to ensure a wide-variety of perspectives, experience and expertise to achieve effective stewardship and facilitate effective decision-making and ensure the planned retirement of Directors as necessary to maintain an optimal mix of skills, competencies, recent experience and contact-networks.

 

13

Perform and carry out any other duties assigned to the Board pursuant to the Corporation’s certificate and statutes of incorporation, by-laws, governing law and other applicable statutes, regulations, rules and norms as amended from time to time.

 

14

Keep records of its activities, meetings, etc. at the office of the Corporate Secretary.

 

III.

COMPOSITION

The Board is comprised of a minimum of three (3) directors and a maximum of fifteen (15) in accordance with the articles of the Corporation and applicable laws, but its quorum must at all times be comprised of at least two independent directors.

The Board should be constituted with a majority of individuals who qualify as independent directors. A director is independent if such director has no material relationship with the Corporation, as defined in s. 1.4 of Regulation 52-110 respecting Audit Committees as amended from time to time. If the Corporation has a significant shareholder, the Board should include in addition a number of directors who do not have interests in or relationships with either the Corporation or the significant shareholder (i.e. a shareholder with the ability to exercise a majority of the votes for the election of the Board) and which fairly reflects the investment in the Corporation by shareholders other than the significant shareholder.

The application of the definition of “independent director” to the circumstances of each individual director, for the purposes of and as defined in the preceding paragraph, is the responsibility of the Board. The Board is also required to identify which directors are independent and obtain and provide a description of the material relationship between each director who is not independent and the Corporation.

 

IV.

MEETINGS

To efficiently discharge its duties, the Board meets periodically (at least once per quarter), and the committees of the Board meet between these meetings as circumstances dictate.

The Board holds, at least once a year, an informal meeting without management being present. Such meetings can be held, if the Board so wishes, at the end of each meeting of the Board or at other specified times during the year (“in-camera session(s)”). During an in-camera session, a secretary should be designated amongst the directors present at said session in order to record any decision made by the directors. The CEO must be invited at the end of an in-camera session to be informed of any such decision and have the opportunity to comment thereon, in the event that a decision was taken. If further discussions between the directors are needed following the CEO’s comments, the CEO must leave the session and must be informed of the final decision immediately thereafter.

 

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Schedule “B”

Summary of the Option Plan

The Corporation has put in place a stock option plan (the “Option Plan”) for the benefit of eligible directors, officers, employees and service providers of the Corporation and its subsidiaries, as designated from time to time by the Board of the Corporation (the “Beneficiaries”), so as to encourage them to promote the business and affairs of the Corporation to the best of their abilities. Under the Option Plan, the Beneficiaries are granted, by means of stock options, the right to purchase common shares of the Corporation (“Common Shares”) for cash. The Option Plan provides that the Board may grant options to Beneficiaries on terms that the Board may determine within the limitations defined in the Option Plan, including terms with respect to the vesting of options granted.

The maximum number of shares reserved for issuance under the Option Plan is 40,634,585, which represents approximately 5% of the total number of Common Shares issued and outstanding as of December 31, 2018.

On August 7, 2018, the Board of Directors (the “Board”) modified the Option Plan to (i) mainly clarify the dispositions related to the beneficiaries’ retirement, and (ii) delegate to Prometic’s Chief Executive Officer (CEO) the ability to determine the number of options to be granted and grant such options to new hires and employees holding a position below the vice-president level, subject to respecting Prometic’s guidelines on the number of options to be granted for each such position. Shareholder approval is not required for such amendments given that the Board has the full power and authority to amend the Option Plan with respect to any limitation of conditions on participation in the Option Plan as well as any amendment to any terms upon which options may be granted.

Burn Rate

The stock options granted to eligible employees of Prometic resulted in the following annual burn rate5 in each of the last three financial years: 2018: 1.52%; 2017:0.57%; 2016: 0.50%.

Limitation

 

i.

The total number of Common Shares to be optioned under the Option Plan to any one individual shall not exceed five percent (5%) of the total of the issued and outstanding Common Shares;

 

ii.

The total number of Common Shares to be optioned shall not exceed the number of Common Shares reserved for issuance under the Option Plan;

 

iii.

The total number of Common Shares i) issued to Insiders of Prometic within any one-year period, and ii) issuable to Insiders of Prometic, at any time, under the Option Plan or when combined with all other security based compensation arrangements of Prometic (collectively, the “Share-Based Plans”), cannot exceed ten percent (10%) of the issued and outstanding Common Shares; and

 

iv.

The total number of Common Shares issued to any one Insider under the Share-Based Plans (less Common Shares already issued as compensation to Insiders) within a one-year period shall not exceed five percent (5%) of the Common Shares outstanding on the date of issuance of such Shares.

 

5 

The burn rate is calculated by dividing the number of stock options granted during the relevant financial year by the weighted average number of Common Shares outstanding for the applicable financial year.

 

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Granting Procedures

Under the Compensation Policy, options to purchase Common Shares are granted to all new employees, including executives, on commencement of employment. The number of options so granted will vary depending on the employee’s position and responsibilities within the Corporation.

Subject to the number of Common Shares available for issuance under the Option Plan and to applicable regulations, stock options are granted annually to executives by the Board based upon recommendation by the HR & Corporate Governance Committee. The purpose of these annual grants is i) to motivate and retain executives, to sustain a commitment to long-term profitability and to maximize shareholder value and ii) to recognize and reward individual performance.

The President and CEO assists the HR & Corporate Governance Committee in determining the number of options granted to the Named Executives Officers (the “NEOs”). The number of options granted is determined based on the NEO’s position and responsibility level in the Corporation and the President and CEO’s assessment of the overall performance of each NEO for the previous financial year, without taking into account the number of options already held by such NEO.

The number of options to be granted to the President and CEO is recommended by the HR & Corporate Governance Committee and approved by the Board.

The strike price, the vesting conditions and the terms of options are determined by the Board at the time of the grant each year, upon recommendation by the HR & Corporate Governance Committee.

Option Price

The Board of the Corporation has the authority under the Option Plan to establish the option price at the time each option is granted, which may not be less than the volume-weighted average trading price of the Common Shares on the Toronto Stock Exchange, or another stock exchange where the majority of the trading volume and value of the Common Shares occurs, for the last five (5) trading days immediately preceding the day on which the option is granted, which is outside of a blackout period. The volume-weighted average trading price of the Common Shares is calculated by dividing the total value by the total volume of Common Shares traded for the relevant period.

Vesting and Term

Under the Option Plan, the period during which an option is exercisable shall not, subject to the provisions of the Plan, exceed ten (10) years from the date the option is granted. In the absence of any other specifications made by the Board at the time of the grant, an option shall expire five (5) years following its date of grant.

Should the expiration of the term of an option or the exercise period fall within a period during which designated employees of the Corporation cannot trade the Common Shares pursuant to the Corporation’s insider trading policy which is in effect at that time, the Option Plan provides that such expiration date or exercise period shall be automatically extended without any further act or formality to that date which is the tenth (10th) business day after the end of the blackout period, such tenth (10th) business day to be considered the expiration of the term of such option for all purposes under the Option Plan, and said “ten business day period” may not be extended by the Board.

November 2012 to May 2017

All options granted by the Corporation between November 12, 2012 and May 18, 2017 under the Option Plan have a five-year term. These options granted under the Option Plan may be exercised in whole or in part within the periods stipulated by the Board or, failing such stipulation, on a cumulative basis staggered over a five-year period at a rate of twenty-five percent (25%) per annum calculated from the date the options are granted.

 

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Since May 2017

All options granted by the Corporation after May 18, 2017 under the Option Plan have a ten-year term to better reflect the long-term developing cycle of our therapeutics and provide an ability for executives to focus on longer-term value creation.

Tax

Under the Option Plan, each optionee shall be responsible for paying all income and other taxes applicable to transactions involving the options, including, without limitation, any taxes payable on exercise of the options, the sale or other disposition of the Corporation’s Shares, or other distributions paid on the Common Shares.

Effect of Termination

The provisions of the Option Plan provide that:

 

i.

upon a Beneficiary’s employment being terminated for cause or upon a Beneficiary ceasing to be a Director or an officer by reason of his being removed or becoming disqualified for cause from being a Director or officer by law, any vested and unvested option granted to him shall terminate forthwith;

 

ii.

upon a Beneficiary’s employment being terminated by the Corporation not for cause, any option vested at the time of such termination or cessation may be exercised by the Beneficiary. Such option shall be exercisable prior to the expiration of the term of the option;

 

iii.

upon a Beneficiary’s resignation of employment before being eligible for retirement, any option vested at the time of such resignation may be exercised by the Beneficiary within ninety (90) days after such resignation or prior to the expiration of the term of the option, whichever occurs earlier;

 

iv.

if a Beneficiary resigns while being eligible for retirement (as defined in the Option Plan) (a) for grants under which options are fully vested at the retirement date, vested options are eligible for exercise by the Beneficiary and shall expire at the term determined at the grant date; (b) for grants under which options are partially vested at the retirement date, vested options are eligible for exercise by the Beneficiary. Unvested options which are scheduled to vest during the one-year period following the retirement date may be exercised by the beneficiary after that vesting date. In both cases, such options shall expire at the 5th anniversary of the grant date. Any stock options granted in the calendar year during which the retirement occurs shall be cancelled;

 

v.

if a Beneficiary dies while employed or while serving as an officer, any option vested at the time of death may be exercised by a legal successor of such Beneficiary. Such option shall be exercisable prior to the expiration of the term of the option;

 

vi.

if an Beneficiary ceases to be a Director by reason of retirement, removal, disqualification by law or death, other than by reason of his being removed or becoming disqualified for cause from being a Director, and other than by reason of resignation, any option vested at the time of such termination may be exercised the Beneficiary, or by a legal successor of such Beneficiary, prior to the expiration of the term of the option on the understanding that all options granted to Directors vest, pro rata to his time served on the Board, on a quarterly basis and become fully vested after a year; and

 

vii.

if a Beneficiary is a service provider to the Corporation, the service agreement pursuant to which the services are to be rendered to the Corporation shall govern the conditions upon which his options may terminate.

 

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Non-assignability of Options

Each option granted hereunder is personal to the optionee and shall not be assignable or transferable by the optionee, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased optionee.

No option granted hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of on pain of nullity; each option granted hereunder may be exercised only the optionee.

Amendments, Suspension and Discontinuation of the Option Plan

The Board shall have full power and authority to amend, suspend or discontinue the Option Plan at any time, or the terms of any previously granted option, without obtaining shareholder approval, including without limitations, the following type of amendments:

 

i.

any limitation of conditions on participation in the Option Plan (other than to the eligibility for participation);

 

ii.

any amendment to any terms upon which options may be granted and exercised, including but not limited to, the terms relating to the amount and payment of the option price, vesting, expiry and adjustment of options, or the addition or amendment of terms relating to the provision of financial assistance to optionees or of any cashless exercise features;

 

iii.

any amendment to the Option Plan to permit the granting of deferred or restricted share units under the Plan or to add or to amend any other provisions which would result in Beneficiaries receiving securities of the Corporation while no cash consideration is received by the Corporation;

 

iv.

any change that is necessary or desirable to comply with applicable laws, rules or regulations or any stock exchange on which the shares of the Corporation are listed;

 

v.

any correction or rectification of any ambiguity, defective provision, error or omission in the Option Plan;

 

vi.

any amendment to the definitions contained in the Option Plan and any other amendments of a clerical nature; and

 

vii.

any amendment to the terms relating to the administration of the Option Plan

provided that such amendments to the terms of any previously granted option may not lead to significant or unreasonable dilution in the Corporation’s outstanding securities or provide additional benefits to eligible Beneficiaries, especially insiders, at the expense of the Corporation and its existing security holders, in which case approval of the shareholders of the Corporation must be obtained.

The prior approval of the holders of a majority of the votes attached to all shares of the Corporation is required if the amendments relate to the following:

 

i.

any amendment to increase the maximum number of Common Shares issuable under the Option Plan, except for adjustments in the event that such Common Shares are subdivided, consolidated, converted or reclassified by the Corporation or that any other action of a similar nature affecting such Common Shares is taken by the Corporation;

 

ii.

any amendment to the aggregate value of the participation in equity compensation plans of any one non-executive Director;

 

iii.

any amendment to reduce the exercise price or purchase price of any option;

 

iv.

any amendment to extend the term of any option;

 

v.

any amendment to make a change to the class of persons eligible to participate under the Option Plan; and

 

vi.

any amendment which would permit any option granted under the Option Plan to be transferable or assignable other than by will or under succession laws (estate settlement);

 

vii.

any amendment to the amendment provisions

 

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provided that Common Shares held directly or indirectly by insiders benefiting from the amendments in (ii) and (iii) shall be excluded when obtaining such shareholder approval.

Adjustment to Common Shares Subject to the Option Plan

In the event the Corporation proposes to amalgamate, merge or consolidate with any other corporation (other than with a wholly-owned subsidiary of the Corporation) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Common Shares or any part thereof shall be made to all holders of Common Shares, Corporation shall have the right, upon written notice thereof to each optionee holding options under the Option Plan, to permit the exercise of all such options within the thirty day period next following the date of such notice and to determine that upon the expiration of such thirty day period, all rights of optionees to such options or to exercise same (to the extent not therefore exercised) shall ipso facto terminate and cease to have any further force or effect whatsoever.

The text of the Corporation’s Stock Option Plan can be found on SEDAR at www.sedar.com.

 

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Schedule “C”

Summary of RSU Plan

The Corporation has put in place a restricted share unit plan (the “RSU Plan”) to enhance the Corporation’s ability to attract and retain talented individuals to serve as executive officers or in key management positions within the Corporation and of its Subsidiaries, to reward these participants and to promote an alignment of interests between such participants and the shareholders of the Corporation. The Restricted Share Units (“RSUs”) granted under the RSU Plan may vest solely based on time or on the achievement of future performance conditions. The performance-based RSUs are tied to achievement of certain strategic objectives over a three-year period. The three-year period starts from the 1st day of the financial year during which a grant is made to the last day of the second financial year following the financial year during which a grant has been made (a “Cycle”). In 2018, 75% of the RSUs granted under the RSU Plan were based on performance conditions and 25% were time-based.

The maximum number of shares reserved for issuance under the RSU Plan is 38,360,248, which represents approximately 5% of the total number of Common Shares issued and outstanding as of December 31, 2018

On March 20, 2019, the Board of Directors (the “Board”) modified the RSU Plan to mainly clarify the dispositions related to the Participants’ retirement, Shareholder approval is not required for such amendment given that the Board has the full power and authority to amend the RSU Plan with respect to any limitation of conditions on participation in the Plan as well as any amendment to any terms upon which RSUs may be granted and exercised, including the vesting conditions. Other minor amendments were brought to the RSU Plan to clarify certain dispositions, which do not require shareholders’ approval as per the provisions related to the amendments of the plan under the RSU Plan.

Burn Rate

The RSUs granted to eligible employees of Prometic resulted in the following annual burn rate6 in each of the last three financial years: 2018: 1.08%; 2017: 0.86%; 2016: 0.45%.

Eligible Participants

Under the RSU Plan, the “Participants” are the, chief executive officer (“CEO”), the chief operating officer, the chief financial officer, the chief legal officer, the chief medical officer, any vice-presidents, employee directors or employee director-level executives and any other officers or management members of the Corporation, or of a Subsidiary, who have been granted RSUs as designated in writing by the HR and Compensation Committee, upon the recommendation of the CEO and subject to the Board’s approval. Non-executive members of the Board are not eligible to be Participants for the purposes of the RSU Plan.

The Board shall have, at all times, the power to cancel, annul, rescind or otherwise remove a participant’s designation or position as qualifying as a Participant under the RSU Plan. For greater certainty, such action by the Board shall not affect any RSUs already credited to such individual’s account.

Limitation

The maximum percentage of Common Shares issuable to Insiders (as such term is defined in the RSU Plan) under the RSU Plan and any other share compensation arrangements of the Corporation, at any time, is ten percent (10%) of the issued and outstanding Common Shares. The percentage of Common Shares issued to insiders of the Corporation within any one-year period, under all security-based compensation plans, cannot, in the aggregate, exceed ten percent (10%) of the issued and outstanding Common Shares of the Corporation.

 

6 

The burn rate is calculated by dividing the number of RSUs granted during the relevant financial year by the weighted average number of Common Shares outstanding for the applicable financial year. The burn rate for 2018 has been determined assuming that all objectives will be met at 100% (should the maximum performance multiplier (150%) be achieved, the burn rate would be 1.45%).

 

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Vesting and Term

Time-Based Vesting. Each RSU may vest and may be eligible for conversion and release at the rate of 33 1/3 % on each December 31st within the Cycle. The Board may, in its discretion, permit the immediate vesting, and conversion, of all or any portion of an unvested RSU.

Conditions-Based Vesting: RSUs granted prior to May 10, 2017. At each regular Board meeting, the Board shall determine which vesting conditions of any previously granted RSUs were achieved. The relevant RSUs for which the vesting conditions were deemed to be achieved by the Board will become vested, in whole or in part, based on the level of achievement of said vesting conditions, and will be eligible for conversion and release.

Conditions-Based Vesting: RSUs granted on or after May 10, 2017. At the end of each Cycle, the Board shall determine which vesting conditions of RSUs granted were achieved. The relevant RSUs for which the vesting Conditions were deemed to be achieved by the Board will become vested, in the percentage determined by the Board based on the level of achievement of said vesting conditions, and will be eligible for conversion and release.

Regardless of the timing when RSUs were granted, the Board has until the 31st day of March following the end of a Cycle, or 90 days following an Expiration Date (as defined in the RSU Plan), to determine which vesting conditions were achieved under the relevant Cycle or grant period (if the RSUs were granted outside of a Cycle). RSUs in respect of which the vesting conditions are not deemed to be met by these deadlines shall be automatically cancelled, unless determined otherwise by the Board.

Conversion and Release

The Participant is entitled to receive, with respect to such portion of the RSU which has vested, an amount equal to one Common Share for each RSU (the “Payout Amount”). The Payout Amount shall be satisfied by the issuance from treasury of a number of Common Shares equal to the Payout Amount, subject to any required regulatory authorities’ approval. Said Common Shares may be sold on the open market at the Participant’s discretion.

Tax

Each Participant shall be responsible for paying all income and other taxes applicable to transactions involving the RSUs held by the Administrative agent (as defined in the RSU Plan) on his or her behalf, including, without limitation, any taxes payable on conversion and release of the RSUs, the sale or other disposition of the Common Shares, and dividends (whether cash or otherwise) or other distribution paid on the Common Shares.

Effect of Termination

The provisions of the RSU Plan provide that:

 

  i.

in the case of a Participant’s Termination (as defined in the RSU Plan) before the end of a Cycle or before the Expiration Date (as defined in the RSU Plan), other than a Participant’s death, Retirement or Long-Term Disability (as defined in the RSU Plan) and other than for just cause or by resignation of a Participant, all vested RSUs shall be converted and released no later than 90 days following the termination date. All unvested RSUs shall be cancelled as at the date of termination;

 

  ii.

in the case of a Participant’s Termination because of Retirement (as defined in the RSU Plan):

(a) after the end of the second year of a Cycle or before the Expiration Date, the RSUs will continue to remain in force until the end of the Cycle, or until the Expiration Date, and will be eligible for vesting and ultimately for conversion and release for a period of 90 days following the end of such Cycle or such Expiration Date, provided that the Vesting Conditions have been met at the end of such Cycle or at such Expiration Date;

 

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(b) after the end of the first year of a Cycle but before the end of the second year of a Cycle, (i) vesting of RSUs subject to time-based vesting will stop one full year after the Participant’s last day of employment, and (ii) two-thirds (2/3rds) of RSUs subject to performance-based vesting will remain in force until the end of the Cycle, or until the Expiration Date, and will be eligible for vesting and ultimately for conversion and release for a period of 90 days following the end of such Cycle or such Expiration Date, provided that the Vesting Conditions have been met at the end of such Cycle or at such Expiration Date;

(c) All other unvested RSUs shall be cancelled as at the date of termination.

 

  iii.

in the case of Participant who is deemed to be on Long-Term Disability after the end of the second year of such Cycle, or before such Expiration Date, or in case of a Participant’s death after the end of the second year of a Cycle or before the Expiration Date, the RSUs will continue to remain in force until the end of the Cycle, or until the Expiration Date, and will be eligible for vesting and ultimately for conversion and release for a period of 90 days following the end of such Cycle or such Expiration Date, provided that the Vesting Conditions have been met at the end of such Cycle or at such Expiration Date. In case of Participant who is deemed to be on Long-Term Disability or a Participant’s death, within the first two years of a Cycle, all RSUs will be treated as per a Termination for just cause.

 

  iv.

in the case of a Participant’s Termination for just cause or a Participant resigning from his position, all RSUs shall be cancelled immediately as of the date on which the Participant is advised of the Termination, or as of the Participant’s effective resignation date, without taking into account any applicable notice period or severance payments made in lieu of such notice.

Transferability of RSUs

The rights and interests of a Participant in respect of the RSUs held in such Participant’s account shall not be transferable or assignable other than by will or the laws of succession to the executor, liquidator, administrator or trustee of the estate of the Participant or, subject to applicable law, to a dependent or relation, including without limitation a spouse of the Participant.

Successors and Assigns

The RSU Plan shall be binding on all successors and assigns of the Corporation and a Participant, including without limitation, the estate of such Participant and the executor, liquidator, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

Amendments, Suspension and Discontinuation of the RSU Plan

The Board shall have full power and authority to amend, suspend or discontinue the RSU Plan at any time, or the terms of any previously granted RSUs, without obtaining shareholder approval (except as indicated below), including without limitations, the following type of amendments:

 

i.

any limitation of conditions on participation in the RSU Plan (other than relating to the eligibility for participation);

 

ii.

any amendment to any terms upon which RSUs may be granted and exercised, including but not limited to, the vesting conditions; any change that is necessary or desirable to comply with applicable laws, rules or regulations or any stock exchange on which the Common Shares of the Corporation are listed;

 

iii.

any correction or rectification of any ambiguity, defective provision, error or omission in the RSU Plan;

 

iv.

any amendment to the definitions contained in the RSU Plan and any other amendments of a clerical nature; and

 

v.

any amendment to the terms relating to the administration of the RSU Plan

 

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provided that such amendments to the terms of any previously granted RSUs may not lead to significant or unreasonable dilution in the Corporation’s outstanding Common Shares or provide additional benefits to eligible Participants, especially insiders, at the expense of the Corporation and its existing security holders, in which case approval of the shareholders of the Corporation must be obtained.

The prior approval of the holders of a majority of the votes attached to all Common Shares of the Corporation is required if the amendments relate to the following:

 

i.

any amendment to increase the maximum number of Common Shares issuable under the RSU Plan, except for adjustments in the event that such Common Shares are subdivided, consolidated, converted or reclassified by the Corporation or that any other action of a similar nature affecting such Common Shares is taken by the Corporation;

 

ii.

any amendment to make a change to the class of persons eligible to participate under the RSU Plan; and

 

iii.

any amendment which would permit any RSUs granted under the RSU Plan to be transferable or assignable other than by will or under succession laws (estate settlement)

provided that Common Shares held directly or indirectly by insiders benefiting from the foregoing amendments shall be excluded when obtaining such shareholder approval.

Adjustment to Common Shares to the RSU Plan

In the event the Corporation proposes to amalgamate, merge or consolidate with any other corporation (other than with a wholly-owned Subsidiary of the Corporation) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Common Shares or any part thereof shall be made to all holders of Common Shares, the Corporation shall have the right, upon written notice thereof to each Participant holding RSUs under the RSU Plan, to permit the conversion and release of all such RSUs within the thirty (30) day period next following the date of such notice and to determine that upon the expiration of such thirty (30) day period, all rights of Participants to convert such RSUs shall ipso facto terminate and cease to have any further force or effect whatsoever.

The text of the Corporation’s RSU Plan can be found on SEDAR at www.sedar.com.

 

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Schedule “D”

Approval of the Omnibus Incentive Plan

“BE IT RESOLVED THAT:

 

1

the Omnibus Incentive Plan of the Corporation as described under the heading “Business of the Meeting – 4. Omnibus Incentive Plan” of the Corporation’s management information circular dated May 7, 2019 (the “Omnibus Incentive Plan”), be and is hereby ratified, confirmed and approved;

 

2

the Corporation be and is hereby authorized to reserve and allot for issuance up to 3,749,714,100 common shares in the capital of the Corporation pursuant to the Omnibus Incentive Plan with respect to awards to be granted from time to time in accordance with the terms of the Omnibus Incentive Plan; and

 

3

any officer or director of the Corporation be, and each is hereby authorized, for and on behalf of the Corporation, to sign and execute all documents, to conclude any agreements and to do and perform all acts and things deemed necessary or advisable in order to give effect to this Resolution, including compliance with all securities laws and regulations.”

 

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Schedule “E”

Share Consolidation

“BE IT RESOLVED, AS A SPECIAL RESOLUTION:

 

1

THAT pursuant to the Canada Business Corporations Act, the articles of the Corporation be amended to consolidate all of the issued and outstanding Common Shares, on the basis of a consolidation ratio to be selected by the Board of Directors (the “Board”) within a range between seven hundred fifty (750) pre-consolidation Common Shares for one (1) post-consolidation Common Share and one thousand two hundred fifty (1250) pre-consolidation Common Shares for one (1) post-consolidation Common Share (the “Share Consolidation”), effective as at the discretion of the Board;

 

2

THAT the date of completion of the Share Consolidation shall be determined at the discretion of the Board, provided that such date shall be before June 20, 2020 (the “Effective Time”);

 

3

THAT pursuant to the Canada Business Corporations Act, the articles of the Corporation be amended to allow the cash out of fractional post-consolidation Common Shares isn’t just to effect the Share Consolidation?;

 

4

THAT where the Consolidation would result in a shareholder of the Corporation being entitled to a fractional Common Share that is equivalent to less than 75% of a whole post-consolidation Common Share, the holder shall be entitled to receive in exchange for such fractional post-consolidation Common Shares a cash payment equal to the number of pre-consolidation Common Shares held by such holder multiplied by the average closing price of the pre-consolidation Common Shares on the TSX for the five trading days immediately prior to the Effective Time, except for amounts of C$5 or less, which shall be retained for the benefit of the Corporation, such payment to be made on presentation and surrender to the Corporation for cancellation of the certificate or certificates representing the issued and outstanding pre-consolidation Common Shares or an affidavit of loss in lieu thereof; Stefan why didn’t we use the same language we had before?

 

5

THAT where the Consolidation would result in a shareholder of the Corporation being entitled to a fractional Common Share that is equivalent to 75% or more of a whole post-consolidation Common Share, the number of post-consolidation Common Shares issued to such shareholder shall be rounded up to the nearest whole number of Common Shares;

 

6

THAT any certificates representing a number of pre-consolidation Common Shares that is less than the ratio selected by the Board for the Share Consolidation immediately prior to the record date for the Share Consolidation set by the Board that have not been surrendered, with all other required documentation, on or prior to the sixth anniversary of such date, will cease to represent a claim or interest of any kind or nature against the Corporation or the Corporation’s registrar and transfer agent, Computershare Trust Company of Canada;

 

7

THAT the Board be and it is hereby authorized to revoke, without further approval of the shareholders, this special resolution at any time prior to the completion thereof, notwithstanding the approval by the shareholders of same, if determined, in the Board’ sole discretion to be in the best interest of the Corporation; and

 

8

THAT any director or officer be and is hereby authorized and directed to execute on behalf of the Corporation, and to deliver or to cause to be delivered all such documents, agreements and instruments, including articles of amendment, and to do and to cause to be done all such other acts or things as he shall determine to be necessary or desirable to carry out the intent of this special resolution.”

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 81


Schedule “F”

Appointment of Auditors

“BE IT RESOLVED, AS AN ORDINARY RESOLUTION:

 

1

THAT PricewaterhouseCoopers LLP, Chartered Accountants, be, and is hereby, appointed as the auditors of the Corporation to hold office until the close of the next annual meeting of the Shareholders or until their successors are appointed at the remuneration to be fixed by the Board of Directors of the Corporation; and

 

2

THAT any officer or director of the Corporation is authorized and directed to do all things and execute all instruments and documents necessary or desirable to carry out the foregoing.”

 

   Prometic Life Sciences Inc.
Page | 82    2019 Management Information Circular


Schedule “G”

Notice of Change of Auditor

PROMETIC LIFE SCIENCES INC.

(the “Corporation”)

To:

Ernst & Young LLP

And To: PricewaterhouseCoopers LLP

 

  1.

The directors of the Corporation do not propose to re-appoint Ernst & Young LLP, Chartered Professional Accountants (the “Former Auditor”), as auditors for the Corporation at the next Annual General and Special Meeting of Shareholders scheduled for June 19, 2019; and

 

  2.

The directors of the Corporation propose to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants (the “Successor Auditor”), as successor auditors of the Corporation, in place of the Former Auditor, effective on June 19th, 2019.

In accordance with National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”), the Corporation confirms that:

 

  1.

The Former Auditor has not been proposed for reappointment as auditor of the Corporation;

 

  2.

The Former Auditor was initially appointed auditors of the Corporation effective May 5th, 2010. There were no reservations in the Former Auditor’s Reports on the Corporation’s consolidated financial statements for the two most recently completed fiscal years nor for any period subsequent thereto for which an audit report was issued and preceding the date hereof.

 

  3.

In the opinion of the Board of Directors of the Corporation, no “reportable event” as defined in NI 51-102 has occurred since the date of the Former Auditor’s appointment; and

 

  4.

The Notice and Auditor’s Letters have been reviewed by the Audit Committee and the Board of Directors of the Corporation.

Please advise the Board of Directors of the Corporation in writing whether or not you agree with the information in this notice.

DATED the 7th day of May, 2019

PROMETIC LIFE SCIENCES INC.

 

Per:

“Kenneth Galbraith”

Kenneth Galbraith

Chief Executive Officer

 

Prometic Life Sciences Inc.   
2019 Management Information Circular    Page | 83


 

LOGO

Exhibit 99.41

Prometic Life Sciences Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1 -

Name and Address of the Company

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval (Québec) H7V 4B4

(“Prometic” or the “Corporation”)

 

Item 2 -

Date of Material Change

February 15, 2018

 

Item 3 -

News Release

A press release announcing the material change referred to in this report was issued by Prometic on February 15, 2018, and disseminated on newswires in Canada and United States.

 

Item 4 -

Summary of Material Change

Prometic granted orphan drug designation by FDA for inter-alpha-inhibitor-proteins for treatment of necrotizing enterocolitis (NEC).

 

Item 5 -

Full Description of Material Change

Prometic Life Sciences Inc. (“Prometic”) announced that an orphan drug designation status has been granted to its Inter-Alpha-Inhibitor-Proteins (“IaIp”) for the treatment of necrotizing enterocolitis (“NEC”) by the US Food and Drug Administration (“FDA”).

IaIp are endogenous proteins that control excessive inflammatory responses to toxins, infectious organisms, and tissue and organ damage. An inverse correlation between IaIp levels in plasma and disease severity / mortality has been demonstrated in humans with sepsis. In a gold-standard animal model proven to emulate NEC in humans, the supplementation of IaIp significantly increased the survival rate.

“We know that IaIp are rapidly consumed and cleared from circulation during severe sepsis cases, as evidenced by the significantly lower plasma levels of IaIp in newborns suffering from NEC. There is also strong scientific evidence indicating that IaIp play a key role in modulating systemic inflammation”, said Dr. John Moran, Prometic’s Chief Medical Officer. “We believe that systemic IaIp administration to replenish these decreased levels could therefore reduce the severity of inflammation and resulting tissue injury experienced by NEC patients”.

Pierre Laurin, Prometic’s President and Chief Executive Officer, commented: “IaIp are just another example of rare proteins that could be made accessible to address unmet medical needs through the use of our proprietary plasma purification platform. The sequential addition of these rare proteins is key to our strategy of building a unique portfolio of innovative therapeutics targeting unmet medical needs while generating substantial revenue levels with each liter of plasma purified”.


NEC is the most common acquired gastrointestinal disease diagnosed in premature neonates and is one of the leading causes of death in neonatal intensive care units. The economic cost of NEC is high, accounting for approximately 19% of neonatal expenditures and an estimated $5 billion per year for hospitalizations in the United States alone. If the disease is able to be treated without surgery, the average cost of hospitalization has been estimated at around $73 700, with a length of stay exceeding 22 days more than that for other premature infants. However, if surgical care is required, there is an average additional cost of $186 200, and infants require a length of stay 60 days longer than other premature infants.

Orphan Drug Designation is granted to drugs or biologics that treat a rare disease or condition affecting fewer than 200,000 patients in the U.S. The designation provides the drug developer with a seven-year period of U.S. marketing exclusivity upon marketing approval for the designated indication, as well as with tax credits for clinical research costs, the ability to apply for annual grant funding, clinical research trial design assistance and the waiver of prescription drug user fees.

 

Item 6 -

Reliance on subsection 7.1(2) of National Instrument 51-102

There is no reliance on subsection 7.1(2) of National Instrument 51-102.

 

Item 7 -

Omitted Information

No material information has been omitted in respect of the material change described above.

 

Item 8 -

Executive Officer

The foregoing accurately discloses the material change referred to in this report and inquiries in respect of the material change referred to in this report may be made to:

Patrick Sartore

Chief Legal Officer and

Corporate Secretary

(450) 781-0115

p.sartore@prometic.com

 

Item 9 -

Date of Report

February 22, 2018

Prometic Life Sciences Inc.

 

(s) Patrick Sartore                            

Patrick Sartore
Chief Legal Officer and
Corporate Secretary

Exhibit 99.42

Prometic Life Sciences Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1 -

Name and Address of the Company

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval (Québec) H7V 4B4

(“Prometic” or the “Corporation”)

 

Item 2 -

Date of Material Change

March 5, 2018

 

Item 3 -

News Release

A press release announcing the material change referred to in this report was issued by Prometic on March 5, 2018, and disseminated on newswires in Canada and United States.

 

Item 4 -

Summary of Material Change

Prometic received rare pediatric disease designation from U.S FDA for its inter-alpha-inhibitor proteins.

 

Item 5 -

Full Description of Material Change

Prometic Life Sciences Inc. (“Prometic”) announced that the U.S Food and Drug Administration (FDA) has granted a Rare Pediatric Disease Designation to its Inter-Alpha-Inhibitor-Proteins (“IaIp”) for the treatment of Necrotizing Enterocolitis (“NEC”). In addition to the Rare Pediatric Disease Designation, IAIP has also been granted an Orphan Drug Designation by the FDA.

“This is the second pediatric designation which our plasma-derived therapeutics have received from the FDA, demonstrating the capacity of our plasma purification platform to generate a variety of drug candidates targeting unmet medical needs for children with rare diseases,” said Mr. Pierre Laurin, President and Chief Executive Officer of Prometic. “The combination of pediatric and orphan drug designations provides us with valuable commercial incentives to continue expanding our pipeline of orphan drugs. We look forward to working closely with the FDA to bring this innovative therapy to pediatric patients. The costs associated with this clinical program will not impact our FY2018.”

IaIp are endogenous proteins that control excessive inflammatory responses to toxins, infectious organisms, tissue and organ damage. An inverse correlation between IaIp levels in blood plasma and disease severity / mortality has been demonstrated in humans with sepsis. In a gold-standard animal model proven to emulate NEC in humans, the supplementation of IaIp significantly increased the study subjects’ survival rates.

The FDA grants Rare Pediatric Disease Designations for serious or life-threatening diseases wherein the serious or life-threatening manifestations primarily affect individuals aged from birth to 18 years, including age groups often called neonates, infants, children, and adolescents. If and when approved, Prometic’s IaIp replacement therapy could be eligible to receive a rare pediatric disease priority review voucher.


NEC is the most commonly acquired gastrointestinal disease diagnosed in premature neonates and is one of the leading causes of death in neonatal intensive care units. The economic cost of NEC is high, accounting for approximately 19% of neonatal expenditures and an estimated $5 billion per year for hospitalizations in the United States alone. Even when surgery can be avoided, the average cost of hospitalization has been estimated at around $73,000, with a length of stay exceeding 22 days longer than that for other premature infants. However, if surgical care is required, there is an average additional cost of approximately $186,000, and infants require a length of stay 60 days longer than other premature infants.

 

Item 6 -

Reliance on subsection 7.1(2) of National Instrument 51-102

There is no reliance on subsection 7.1(2) of National Instrument 51-102.

 

Item 7 -

Omitted Information

No material information has been omitted in respect of the material change described above.

 

Item 8 -

Executive Officer

The foregoing accurately discloses the material change referred to in this report and inquiries in respect of the material change referred to in this report may be made to:

Patrick Sartore

Chief Legal Officer and

Corporate Secretary

(450) 781-0115

p.sartore@prometic.com

 

Item 9 -

Date of Report

March 12, 2018

Prometic Life Sciences Inc.

 

(s) Patrick Sartore                        

Patrick Sartore
Chief Legal Officer and
Corporate Secretary

Exhibit 99.43

Prometic Life Sciences Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1 -

Name and Address of the Company

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval (Québec) H7V 4B4

(“Prometic” or the “Corporation”)

 

Item 2 -

Date of Material Change

August 13, 2018

 

Item 3 -

News Release

A press release announcing the material change referred to in this report was issued by Prometic on August 7, 2018 and disseminated on newswires in Canada and United States.

 

Item 4 -

Summary of Material Change

Prometic received rare pediatric disease designation from U.S FDA for small molecule drug candidate, PBI-4050.

 

Item 5 -

Full Description of Material Change

Prometic Life Sciences Inc. (“Prometic”) announced that the U.S. Food and Drug Administration (FDA) has granted a Rare Pediatric Disease Designation to its small molecule drug candidate, PBI-4050, for the treatment of Alström syndrome (AS). In addition to the Rare Pediatric Disease Designation, PBI-4050 was previously granted Orphan Drug Designation by the FDA and the EMA for the treatments of AS and idiopathic pulmonary fibrosis (IPF) as well as PIM (Promising Innovative Medicine) designation by the Medicines and Healthcare products Regulatory Agency (MHRA) for the treatment of IPF and AS.

“This is the first pediatric designation granted by the FDA to our small molecule drug candidate PBI-4050 and the third overall, following the previous two granted for our plasma-derived therapeutics candidates. This highlights the depth and value of our two drug discovery platforms,” said Mr. Pierre Laurin, President and Chief Executive Officer of Prometic. “We look forward to discussing the potential regulatory approval pathway to bring this innovative therapy to pediatric patients with Alström syndrome during our upcoming meeting with the FDA.”

The FDA grants Rare Pediatric Disease Designations for serious or life-threatening diseases wherein the serious or life-threatening manifestations primarily affect individuals aged from birth to 18 years, including age groups often called neonates, infants, children, and adolescents. If and when approved, Prometic’s PBI-4050 could be eligible to receive a rare pediatric disease priority review voucher.

 

Item 6 -

Reliance on subsection 7.1(2) of National Instrument 51-102

There is no reliance on subsection 7.1(2) of National Instrument 51-102.


Item 7 -

Omitted Information

No material information has been omitted in respect of the material change described above.

 

Item 8 -

Executive Officer

The foregoing accurately discloses the material change referred to in this report and inquiries in respect of the material change referred to in this report may be made to:

Patrick Sartore

Chief Legal Officer and

Corporate Secretary

(450) 781-0115

p.sartore@prometic.com

 

Item 9 -

Date of Report

August 13, 2018

Prometic Life Sciences Inc.

 

(s) Patrick Sartore                    

Patrick Sartore
Chief Legal Officer and
Corporate Secretary

Exhibit 99.44

Prometic Life Sciences Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1 -

Name and Address of the Company

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval (Québec) H7V 4B4

(“Prometic” or the “Corporation”)

 

Item 2 -

Date of Material Change

October 22, 2018

 

Item 3 -

News Release

A press release announcing the material change referred to in this report was issued by Prometic on October 16, 2018 and disseminated on newswires in Canada and United States.

 

Item 4 -

Summary of Material Change

Prometic announces positive feedback from FDA Type-C meeting on RyplazimTM (plasminogen) BLA.

 

Item 5 -

Full Description of Material Change

Prometic Life Sciences Inc. (“Prometic” or the “Corporation”) announced that it has completed a Type C meeting in which the FDA agreed with the Company’s proposed action plan for the implementation of additional analytical assays and in-process controls related to RyplazimTM (plasminogen) manufacturing process. As a result of the feedback received during the Type C meeting, Prometic is finalizing the process performance qualification (PPQ) protocol in anticipation of commencing the manufacturing of additional RyplazimTM (plasminogen) conformance lots.

“We are pleased with the positive outcome of the Type C meeting regarding the plan that we submitted in response to the FDA’s list of items outlined in the CMC section of our RyplazimTM BLA,” said Bruce Pritchard, Chief Operating Officer and Chief Financial Officer of Prometic. “As a result of the feedback received, we will now continue with finalizing the remaining steps necessary to proceed with the running of RYPLAZIM conformance batches.”

“We have worked diligently with our external regulatory consultants to ensure that our proposed CMC changes would be satisfactory to the FDA,” commented Pierre Laurin, President and Chief Executive Officer of Prometic. “We believe that it was prudent and appropriate to first validate our plan with the agency prior to proceeding with the running of the additional conformance lots. We will continue to proceed in a careful and methodical manner and will provide further updates to our shareholders during our regularly-scheduled quarterly results communications.”

 

Item 6 -

Reliance on subsection 7.1(2) of National Instrument 51-102

There is no reliance on subsection 7.1(2) of National Instrument 51-102.


Item 7 -

Omitted Information

No material information has been omitted in respect of the material change described above.

 

Item 8 -

Executive Officer

The foregoing accurately discloses the material change referred to in this report and inquiries in respect of the material change referred to in this report may be made to:

Patrick Sartore

Chief Legal Officer and

Corporate Secretary

(450) 781-0115

p.sartore@prometic.com

 

Item 9 -

Date of Report

October 22, 2018

Prometic Life Sciences Inc.

 

(s) Patrick Sartore                            
Patrick Sartore
Chief Legal Officer and
Corporate Secretary

Exhibit 99.45

Prometic Life Sciences Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1 -

Name and Address of the Company

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval (Québec) H7V 4B4

(“Prometic” or the “Corporation”)

 

Item 2 -

Date of Material Change

November 5, 2018

 

Item 3 -

News Release

A press release announcing the material change referred to in this report was issued by Prometic on October 29, 2018 and disseminated on newswires in Canada and United States.

 

Item 4 -

Summary of Material Change

Prometic announces extension of debt maturities to 2024.

 

Item 5 -

Full Description of Material Change

Prometic Life Sciences Inc. (“Prometic” or the “Corporation”) announced that it has signed a binding letter of intent with Structured Alpha LP (SALP), an affiliate of Peter J. Thomson’s investment firm, Thomvest Asset Management Inc., to extend the maturity dates of its USD $80 million (CAD $100 million) line of credit and Original Issue Discount Notes (collectively Debt”).

“The transition from an R&D company into a commercial entity in the life sciences industry is always a challenging endeavour, but we believe Prometic’s unique drug discovery platforms and promising drug candidates such as RyplazimTM (plasminogen) and PBI-4050 have the potential to successfully address serious and large unmet medical needs,” said Stefan Clulow, Managing Director and Chief Investment Officer of Thomvest Asset Management Inc. “We remain convinced that with the right strategic focus and financial support, Prometic possesses all the necessary elements to become a leading force globally in the field of rare and orphan diseases.”

As a result of the extension, the maturity dates of the Debt will be amended to September 2024, requiring no repayment of the sums borrowed until then. Interest will be paid quarterly on the Line of Credit element, as before. There will be no additional interest charges in relation to the Original Issue Discount Notes until after their original maturity date of July 2022. As of August 1, 2022, said notes will be bear an annual interest rate of 10%. As part of the consideration for the extension of the maturity dates for the Debt, Prometic will cancel 100,117,594 existing warrants and grant a new warrant to SALP, bearing a term of 8 years from the closing date and exercisable at a per share price equal to $1.00. The exact number of warrants to be granted will be disclosed at the closing, which number, together with remaining existing warrants and Prometic common shares owned by SALP, will result in its ownership in Prometic increasing from approximately 16.7% to 19.9% on a fully-diluted basis. As part of the extension, Prometic has also agreed to extend the term of the security package. The extension is subject to obtaining TSX approval and closing of the definitive documentation, which the parties expect to achieve in the coming weeks.


Commenting on the debt extension, Pierre Laurin, Prometic’s President and CEO commented, “We are pleased with this strong demonstration of support from Thomvest, our largest shareholder. The extension of the maturity dates, coupled with the structure of the interest payments, provides a significant improvement to the near-term cash requirements of the business. This is the first of a series of initiatives underway to increase the financial flexibility and cash runway necessary to achieve our corporate objectives.”

 

Item 6 -

Reliance on subsection 7.1(2) of National Instrument 51-102

There is no reliance on subsection 7.1(2) of National Instrument 51-102.

 

Item 7 -

Omitted Information

No material information has been omitted in respect of the material change described above.

 

Item 8 -

Executive Officer

The foregoing accurately discloses the material change referred to in this report and inquiries in respect of the material change referred to in this report may be made to:

Patrick Sartore

Chief Legal Officer and

Corporate Secretary

(450) 781-0115

p.sartore@prometic.com

 

Item 9 -

Date of Report

November 5, 2018

Prometic Life Sciences Inc.

 

(s) Patrick Sartore                            

Patrick Sartore
Chief Legal Officer and
Corporate Secretary

Exhibit 99.46

Prometic Life Sciences Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1 -

Name and Address of the Company

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval (Québec) H7V 4B4

(“Prometic” or the “Corporation”)

 

Item 2 -

Date of Material Change

November 16, 2018

 

Item 3 -

News Release

A press release announcing the material change referred to in this report was issued by Prometic on November 14, 2018 and disseminated on newswires in Canada and United States.

 

Item 4 -

Summary of Material Change

Prometic closes its extension of debt maturities to 2024.

 

Item 5 -

Full Description of Material Change

Prometic Life Sciences Inc. (“Prometic” or the “Corporation”) announced that it has closed the transaction previously disclosed on October 29, 2018 with Structured Alpha LP (SALP), an affiliate of Peter J. Thomson’s investment firm, Thomvest Asset Management Inc., extending the maturity dates of its USD $80 million (CAD $100 million) line of credit and Original Issue Discount Notes (collectively the “Debt”) to September 2024.

“As previously stated, the extension of the maturity dates of the Debt is part of a series of initiatives being pursued to extend our cash runway to enable us to close the gap between the fundamental enterprise value we have built and our current market valuation”, said Pierre Laurin, Prometic’s President and CEO. “Having successfully completed our pivotal phase 3 clinical programs for IVIG and Ryplazim (plasminogen), we will be making a significant reduction in R&D costs of up to $30 million in 2019 compared to this year. The combination of additional cost-control measures and expected growth in revenues in 2019 will further contribute to reducing Prometic’s burn rate going forward. We will also further strengthen our financial position through the closing of commercial partnerships and equity-related initiatives”.

The Transaction reflects the terms previously disclosed by Prometic. As a result of the transaction, the maturity dates of the Debt have been extended to September 2024. Interest will continue to be paid quarterly on the Line of Credit. There will be no additional interest charges in relation to the Original Issue Discount Notes until their original maturity date of July 31, 2022. As of July 31, 2022, said notes will be restructured into cash paying loans bearing an annual interest rate of 10%.

As previously disclosed, as part of the consideration for the extension of the maturity dates for the Debt, Prometic will cancel 100,117,594 existing warrants and grant new warrants to SALP, bearing a term of 8 years and exercisable at a per share price equal to $1.00. The exact number of warrants to be granted will be set at a number that will result in SALP having a 19.99% fully-diluted ownership level in Prometic upon grant of the warrants to be completed no later than December 27, 2018.


Item 6 -

Reliance on subsection 7.1(2) of National Instrument 51-102

There is no reliance on subsection 7.1(2) of National Instrument 51-102.

 

Item 7 -

Omitted Information

No material information has been omitted in respect of the material change described above.

 

Item 8 -

Executive Officer

The foregoing accurately discloses the material change referred to in this report and inquiries in respect of the material change referred to in this report may be made to:

Patrick Sartore

Chief Legal Officer and

Corporate Secretary

(450) 781-0115

p.sartore@prometic.com

 

Item 9 -

Date of Report

November 16, 2018

Prometic Life Sciences Inc.

 

(s) Patrick Sartore                                

Patrick Sartore
Chief Legal Officer and
Corporate Secretary

Exhibit 99.47

Prometic Life Sciences Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1 -

Name and Address of the Company

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval (Québec) H7V 4B4

(“Prometic” or the “Corporation”)

 

Item 2 -

Date of Material Change

November 28, 2018

 

Item 3 -

News Release

A press release announcing the material change referred to in this report was issued by Prometic on November 28, 2018 and disseminated on newswires in Canada and United States.

 

Item 4 -

Summary of Material Change

Prometic provides corporate update.

 

Item 5 -

Full Description of Material Change

Prometic Life Sciences Inc. (“Prometic” or the “Corporation”) has previously announced a series of initiatives to lengthen its cash runway to better position the Corporation to achieve its objectives. These include a significant reduction in the Corporation’s cash use in 2019, driven in part by significant growth in its bioseparation revenues, a reduction of anticipated R&D expenditures by up to $30 million as compared to projected 2018 levels, as well as the extension of the maturity dates of all of the Corporation’s outstanding debt with Structured Alpha LP to September 2024. While the Corporation continues to pursue sources of non-dilutive funding, including potential commercial and partnering transactions to strengthen its financial position, it also disclosed that it is pursuing several equity and equity-related financing initiatives in parallel.

On November 28, 2018, Prometic announced the closing of one such initiative by entering into an At-The-Market (“ATM”) equity distribution agreement (the “Equity Agreement”) with Canaccord Genuity Corp. acting as agent (the “Agent”). The ATM program allows the Corporation, at its sole discretion, subject to the conditions set forth in the Equity Agreement, to issue small tranches of common shares from treasury, at prevailing prices and in appropriate market conditions with an aggregate gross sales amount of up to $50 million over the course of the next 16 months.

“We believe the addition of an ATM program represents an appropriate potential source of additional capital that complements our ongoing efforts to extend our cash resources” commented Pierre Laurin, President and Chief Executive Officer of Prometic. “Multiple options to access reasonably-priced capital are key to the continued development of our core assets, in order to enhance our enterprise value. From a broader perspective, with this ATM in place, we believe we will be able to attract further investment either through non-dilutive business development deals or through equity at more favorable terms.”


Bruce Pritchard, Prometic’s Chief Operating Officer and Chief Financial Officer noted, “This ATM program allows us to access additional capital when market conditions are more favorable, thereby minimizing associated costs. The net proceeds generated from this program will help fund our ongoing operations, advance our lead drug candidates and programs towards regulatory approval and negotiate potential partnership agreements from a stronger financial position. We continue to work on other equity and equity-related initiatives to strengthen the financial situation and will disclose those as they close.”

In connection with the ATM program, Prometic has filed a Prospectus supplement dated November 27, 2018 (the “Prospectus Supplement”) which supplements Prometic’s Canadian short form base shelf prospectus dated March 14, 2018 (the “Base Shelf Prospectus”).

A copy of the Prospectus Supplement will be available on SEDAR at www.sedar.com or may be obtained upon request to Prometic’s Investor Relations Department using the contact information set out below.

The press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the applicable securities laws of any such jurisdiction.

 

Item 6 -

Reliance on subsection 7.1(2) of National Instrument 51-102

There is no reliance on subsection 7.1(2) of National Instrument 51-102.

 

Item 7 -

Omitted Information

No material information has been omitted in respect of the material change described above.

 

Item 8 -

Executive Officer

The foregoing accurately discloses the material change referred to in this report and inquiries in respect of the material change referred to in this report may be made to:

Patrick Sartore

Chief Legal Officer and

Corporate Secretary

(450) 781-0115

p.sartore@prometic.com

 

Item 9 -

Date of Report

November 29, 2018

Prometic Life Sciences Inc.

 

(s) Patrick Sartore                                

Patrick Sartore
Chief Legal Officer and
Corporate Secretary

Exhibit 99.48

Prometic Life Sciences Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1 -

Name and Address of the Company

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval (Québec) H7V 4B4

(“Prometic” or the “Corporation”)

 

Item 2 -

Date of Material Change

December 19, 2018

 

Item 3 -

News Release

A press release announcing the material change referred to in this report was issued by Prometic on December 19, 2018 and disseminated on newswires in Canada and United States.

 

Item 4 -

Summary of Material Change

Prof. Simon Best appointed interim CEO of Prometic Life Sciences

 

Item 5 -

Full Description of Material Change

The Board of Directors of Prometic Life Sciences Inc. (“Prometic” or the “Corporation”) announced that it has named Prof. Simon Best as Interim Chief Executive Officer, effective immediately. Prof. Best has been the Chairman of the Prometic Board of Directors since May 2014 and has over 30 years of global life sciences expertise with a focus on business development, strategic planning and product commercialization. He has served as CEO of several biotech companies and as both Vice-Chair of the US Biotechnology Industry Organisation (BIO) and Chair of the UK BioIndustry Association (BIA).

Dr. Best succeeds Mr. Pierre Laurin who has stepped down from his management and board responsibilities, effective immediately. The Corporation is appointing a top-tier global search firm to commence the search for a permanent CEO.

“We recognize and deeply appreciate the valuable contribution that Pierre has made in founding and building Prometic over 24 years. Under his leadership, Prometic advanced its lead assets Ryplazim and PBI-4050 towards commercialization and he has endowed Prometic with a rich pipeline of promising follow-up compounds,” says Prof. Best. “We are pleased that Pierre has agreed to support Prometic during the transition to new leadership. I also thank the Prometic management team and our very capable staff worldwide for their critical contributions and continued dedication to the tasks at hand, and we are excited to undertake a fresh look at our strategy to increase and unlock value for shareholders.”

The Corporation is also pleased to announce that Mr. Zachary Newton has been appointed to the Board of Directors as the second designee of Structured Alpha LP, an affiliate of Thomvest Asset Management Inc.


“I look forward to supporting Prometic in its leadership transition and evaluation of a new strategic direction,” says Mr. Newton. “Prof. Best and his management team have Thomvest’s full support, and we are confident in Prometic’s future.

“I am pleased to welcome Mr. Newton, who will bring senior-level strategic and financial expertise, along with working knowledge of Prometic, that will be of great support during this transitionary time,” adds Prof. Best. “The Board is committed to ensuring that there is no loss of momentum in completing the additional work required to re-submit the Ryplazim BLA, the timely submission of an IND for the Ph III pivotal clinical trial of PBI-4050 in Alstrom Syndrome and continued business development initiatives.

 

Item 6 -

Reliance on subsection 7.1(2) of National Instrument 51-102

There is no reliance on subsection 7.1(2) of National Instrument 51-102.

 

Item 7 -

Omitted Information

No material information has been omitted in respect of the material change described above.

 

Item 8 -

Executive Officer

The foregoing accurately discloses the material change referred to in this report and inquiries in respect of the material change referred to in this report may be made to:

Patrick Sartore

Chief Legal Officer and

Corporate Secretary

(450) 781-0115

p.sartore@prometic.com

 

Item 9 -

Date of Report

December 19, 2018

Prometic Life Sciences Inc.

 

(s) Patrick Sartore                            

Patrick Sartore
Chief Legal Officer and
Corporate Secretary

Exhibit 99.49

Prometic Life Sciences Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1 -

Name and Address of the Company

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval (Québec) H7V 4B4

(“Prometic” or the “Corporation”)

 

Item 2 -

Date of Material Change

February 25, 2019

 

Item 3 -

News Release

A press release announcing the material change referred to in this report was issued by Prometic on February 25, 2019 and disseminated on newswires in Canada and United States.

 

Item 4 -

Summary of Material Change

Prometic secures additional USD $10 million (CAD $13.2 million) tranche from Structured Alpha LP, an affiliate of Thomvest Asset Management Inc., under its existing credit facilities.

 

Item 5 -

Full Description of Material Change

Prometic Life Sciences Inc. (“Prometic or the “Corporation”) announced that it has secured an additional USD $10 million (CAD $13.2 million) tranche from Structured Alpha LP (“SALP”), an affiliate of Thomvest Asset Management Inc., under the existing loan agreement originally entered into with SALP in November 2017. Other than the extension of this additional tranche, the provisions of the existing credit facilities with SALP remain in full force and effect.

 

Item 6 -

Reliance on subsection 7.1(2) of National Instrument 51-102

There is no reliance on subsection 7.1(2) of National Instrument 51-102.

 

Item 7 -

Omitted Information

No material information has been omitted in respect of the material change described above.

 

Item 8 -

Executive Officer

The foregoing accurately discloses the material change referred to in this report and inquiries in respect of the material change referred to in this report may be made to:

Patrick Sartore

Chief Legal Officer and

Corporate Secretary

(450) 781-0115

p.sartore@prometic.com


Item 9 -

Date of Report

February 27, 2019

Prometic Life Sciences Inc.

 

(s) Patrick Sartore                                

Patrick Sartore
Chief Legal Officer and
Corporate Secretary

Exhibit 99.50

Prometic Life Sciences Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1 -

Name and Address of the Company

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval (Québec) H7V 4B4

(“Prometic” or the “Corporation”)

 

Item 2 -

Date of Material Change

March 25, 2019

 

Item 3 -

News Release

A press release announcing the material change referred to in this report was issued by Prometic on March 25, 2019 and disseminated on newswires in Canada and United States.

 

Item 4 -

Summary of Material Change

Prometic secures additional USD $5 million (CAD $6.7 million) tranche from Structured Alpha LP, an affiliate of Thomvest Asset Management Inc., under its existing credit facilities.

 

Item 5 -

Full Description of Material Change

Prometic Life Sciences Inc. (“Prometic or the “Corporation”) announced that it has secured an additional USD $5 million (CAD $6.7 million) tranche from Structured Alpha LP (“SALP”), an affiliate of Thomvest Asset Management Inc., under the existing loan agreement originally entered into with SALP in November 2017. The proceeds of this loan extension will be used to satisfy the near-term cash requirements of the Corporation.

 

Item 6 -

Reliance on subsection 7.1(2) of National Instrument 51-102

There is no reliance on subsection 7.1(2) of National Instrument 51-102.

 

Item 7 -

Omitted Information

No material information has been omitted in respect of the material change described above.

 

Item 8 -

Executive Officer

The foregoing accurately discloses the material change referred to in this report and inquiries in respect of the material change referred to in this report may be made to:

Patrick Sartore

Chief Legal Officer and

Corporate Secretary

(450) 781-0115

p.sartore@prometic.com


Item 9 -

Date of Report

March 28, 2019

Prometic Life Sciences Inc.

 

(s) Patrick Sartore                                    

Patrick Sartore
Chief Legal Officer and
Corporate Secretary

Exhibit 99.51

Prometic Life Sciences Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

ITEM 1 -

Name and Address of the Company

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval (Québec) H7V 4B4

(“Prometic” or the “Corporation”)

 

ITEM 2 -

Date of Material Change

April 15, 2019.

 

ITEM 3 -

News Release

A press release announcing the material change referred to in this report was issued by Prometic on April 15, 2019 and disseminated on newswires in Canada.

 

ITEM 4 -

Summary of Material Change

On April 15, 2019, as part of a series of refinancing transactions intended to restructure Prometic’s outstanding indebtedness, reduce its interest and certain other payment obligations, and provide the necessary working capital to pursue Prometic’s business objectives, the Corporation has entered into agreements to conclude the following transactions:

 

 

the conversion of approximatively $229 million of the outstanding debt of Prometic owned by Structured Alpha LP (“SALP”) into common shares of the Corporation (“Common Shares”);

 

 

the adjustment of the exercise price of the outstanding Common Share purchase warrants of Prometic held by SALP; and

 

 

an offering of Common Shares on a private placement basis to SALP and Consonance Capital Management (“Consonance”) for aggregate gross proceeds to Prometic of $75 million.

 

ITEM 5 -

Full Description of Material Change

The Corporation announced its intention to enter into a series of related arrangements to restructure Prometic’s outstanding indebtedness, reduce its interest and certain other payment obligations, and raise sufficient cash to build a robust balance-sheet for the next phase of Prometic’s development.

 


Refinancing Transactions Highlights

As part of these arrangements, Prometic has negotiated:

 

 

an offering of Common Shares of Prometic on a private placement basis led by Consonance at a per share price rounded to the nearest 5 decimals of $0.01521 (the “Transaction Price”) for aggregate gross proceeds to Prometic of $75 million (the “Private Placement”);

 

 

the conversion of approximately $229 million of the outstanding debt of Prometic owned by SALP into Common Shares (the “Debt Conversion”) at the Transaction Price, comprising all but $10 million of SALP’s outstanding debt;

 

 

the adjustment of the per warrant exercise price of the outstanding Common Share purchase warrants of Prometic held by SALP to the Transaction Price (the “Warrant Repricing”);

 

 

a rights offering to all shareholders of Prometic whereby each shareholder will receive one right for each Common Share held, with each right entitling the holder thereof to subscribe for 20 Common Shares at a price per share equal to the Transaction Price (i.e. a per share price of $0.01521), for aggregate proceeds to Prometic of up to $75 million, which will commence following the closing of the above-mentioned transactions (the “Rights Offering” and collectively with the Private Placement, Debt Conversion and the Warrant Repricing, the “Refinancing Transactions”).

The Refinancing Transactions represent the culmination of an extensive review of initiatives taken by Prometic and its board of directors (the “Board”) during 2018 and 2019 (further described below) to raise funds, to restructure Prometic’s capital structure, to reduce costs and for the advancement of its drug discovery platforms.

A special committee of the Board (the “Special Committee”) reviewed the terms of the Refinancing Transactions and determined that they are in the best interest of Prometic considering, among other things:

 

 

the current financial situation of Prometic;

 

 

the ability to enable a sustainable capital structure and business model and to enhance the future viability of Prometic;

 

 

the ability of existing shareholders to participate in the Refinancing Transactions by way of the Rights Offering at the same per Common Share Transaction Price as the Debt Conversion and the Private Placement;

 

 

the potential to preserve and increase long-term shareholder value;

 

 

the benefits described below under the heading “Benefits for Prometic”; and

 

- 2 -


 

certain advice, reports and opinions it received from Prometic’s management and professional advisors, including a fairness opinion received from Echelon Wealth Partners Inc. (“Echelon”) as described below.

The terms of the Refinancing Transactions are the result of commercial negotiations between Prometic, SALP and Consonance. The Transaction Price was determined by Prometic following negotiations between Prometic, its financial advisors and Consonance. The Transaction Price values Prometic’s equity capitalization, prior to the Refinancing Transactions, at approximately USD$225 million (inclusive of the liabilities to be converted in the Debt Conversion and inclusive of an increase in the number of Common Shares reserved under the Prometic Equity Incentive Plan sufficient to comprise 15% of Prometic’s post-Refinancing Transactions fully diluted equity capitalization, including $75 million raised by Prometic in the Private Placement and assuming a further $10 million is raised in the Rights Offering).

The Transaction Price represents a discount of approximately 91% on the 5-day volume weighted average price of the Common Shares on the Toronto Stock Exchange (the “TSX”) immediately prior to the date of this material change report.

The completion of the Refinancing Transactions is subject to various conditions and expected closing timing as described below.

Benefits for Prometic

Completion of the Refinancing Transactions is expected to, amongst other things:

 

 

enable existing holders of Common Shares to participate in Prometic’s future growth by way of the Rights Offering at the same price per Common Share as the Debt Conversion and the Private Placement;

 

 

substantially and materially improve Prometic’s cash flow and its ability to continue as a going concern. In particular, (i) the completion of the Private Placement will enable Prometic to complete the development of RyplazimTM and PBI-4050 in initial rare-disease indications and advance further indications and other drug-candidates, and (ii) the extinguishment of approximately $229 million of the indebtedness to SALP pursuant to the Debt Conversion will have a prompt and positive impact on reducing Prometic’s cash burn rate;

 

 

improve the financial strength of Prometic and reduce financial risk by retiring approximately $229 million of debt (i.e. more than 95% of Prometic’s outstanding debt) through the Debt Conversion;

 

 

decrease annual cash interest expense by approximately $9 million;

 

 

facilitate access to third party funding;

 

- 3 -


 

strengthen Prometic’s negotiating position with potential partners, both with an improved balance sheet and a more sustainable business going forward; and

 

 

secure the commitment of a new permanent chief executive officer with a proven North American track record in the biopharmaceutical industry

Further Details of the Refinancing Transactions

Details of the Debt Conversion

Prometic has entered into a debt restructuring agreement (the “Restructuring Agreement”) with SALP. Under the terms of the Restructuring Agreement, Prometic’s outstanding indebtedness to SALP will be reduced to $10 million by way of conversion of approximately $229 million of outstanding indebtedness into Common Shares, at a conversion price per Common Share equal to the $0.01521 Transaction Price. Amended credit facilities with SALP will be entered into on the date the Debt Conversion will become effective, which effectiveness will be subject to a number of conditions precedent, including the concurrent closing of the Warrant Repricing and the Private Placement.

Details of the Warrant Repricing

SALP currently owns the following Warrants:

 

 

1,000,000 Warrants, each of which entitles SALP to acquire one Common Share upon the payment of an exercise price equal to $0.52 per Warrant (“Warrants 1”);

 

 

20,276,595 Warrants, each of which entitles SALP to acquire one Common Share upon the payment of an aggregate exercise price equal to $15,653,138 (“Warrants 2”);

 

 

128,056,881 Warrants, each of which entitles SALP to acquire one Common Share upon the payment of an exercise price equal to $1.00 per Warrant (“Warrants 8”); and

 

 

19,401,832 Warrants, each of which entitles SALP to acquire one Series A Preferred Share in the capital of Prometic upon the payment of an exercise price equal to $0.15636 per Warrant (“Warrants 9”).

Concurrently with the Debt Conversion (i) the exercise price of the Warrants 1, 2, 8 and 9, will be adjusted to the Transaction Price, (ii) Warrant 9 will become exercisable for Common Shares instead of Series A Preferred Shares and (iii) Warrants 1, 2, 8 and 9 will be consolidated into new Common Share purchase warrants. These changes will be reflected by the issuance of new “Warrant 10” with an eight year term.

 

- 4 -


Details of the Private Placement

Prometic has entered into definitive agreements to, subject to the satisfaction of certain conditions, complete an equity offering for gross proceeds of $75 million. The net proceeds from the Private Placement will be used to fund working capital needs and for general corporate purposes, including the advancement of its drug discovery platforms.

The Private Placement will consist of the issuance, on a private placement basis, of 4,931,554,664 Common Shares at a price per share equal to the Transaction Price, which was determined by Prometic following negotiations between Prometic, its financial advisors and Consonance. The Private Placement may be completed in a series of discrete closings.

Prometic has entered into definitive subscription agreements with Consonance and SALP, whereby subject to certain conditions, Consonance has agreed to subscribe for $50 million of Common Shares and SALP has agreed to subscribe for $25 million of additional Common Shares in the Private Placement.

The Private Placement is expected to close on or about April 23, 2019, subject to the final approval of the TSX.

Prometic has engaged Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Raymond James Ltd. (“Raymond James”) in relation to a brokered component of the Private Placement.

In connection with the Private Placement, Prometic and Consonance will enter into a registration rights agreement with respect to registration rights in the United States, pursuant to which Prometic will covenant to use reasonable best efforts to list its Common Shares on the Nasdaq Global Select Market (the “NASDAQ Listing”).

Details of the Rights Offering

Shortly after the closings of the Debt Conversion and the Private Placement, Prometic will launch a rights offering to its holders of Common Shares for an equity capital raise for up to $75 million. The Rights Offering is planned to close thirty days following its commencement and will consist of rights being offered to the existing holders of Prometic’s Common Shares as of a date that is yet to be confirmed following the receipt of necessary TSX approvals (the “Record Date”). Pursuant to the Rights Offering, all shareholders will receive one right for each Common Share held, whereby each right will entitle the holder thereof to subscribe for 20 Common Shares at a price per share equal to the Transaction Price (i.e. a per share price of $0.01521). A maximum amount of $75 million will be raised in the Rights Offering. Should shareholders indicate interest in the Rights Offering in excess of $75 million in the aggregate, each shareholder’s indicated interest in, and allotment of Common Shares from, the Rights Offering will be subject to a pro rata reduction sufficient to limit the amount raised in the Rights Offering to $75 million.

 

- 5 -


It is expected that immediately prior to the Rights Offering, the issued and outstanding Common Shares of Prometic will total 20,720,997,581. Under the terms of the Rights Offering, Prometic will issue rights to purchase an aggregate number of up to 4,931,554,664 Common Shares, assuming 100% of the Rights Offering is completed.

More details on the Rights Offering will be set out in Prometic’s Rights Offering notice and Rights Offering circular, both of which will be available under Prometic’s SEDAR profile at www.sedar.com. The Rights Offering notice and accompanying rights certificates are projected to be mailed to eligible shareholders on or about May 22, 2019.

Background to the Refinancing Transactions

For the past year, Prometic has faced increasingly challenging financial and business conditions, including an inability to raise sufficient equity, equity-linked or debt financing to fully fund execution of its business plan, and delays in the commercialization of its lead drug candidate RyplazimTM (plasminogen), all while undertaking significant research and development expenditures in the pursuit of its drug discovery platforms as well as maintaining a manufacturing infrastructure to allow Prometic to move toward the approval of Ryplazim (plasminogen). These challenges, including the resulting financing overhang, precipitated a continuing deterioration in the price of Prometic’s Common Shares on the TSX, which was further exacerbated by the removal in June 2018 of Prometic’s Common Shares from the S&P/TSX Composite Index. The decision to proceed with the Refinancing Transactions follows several previously announced measures to manage Prometic through difficult financial and business conditions and the consideration and review by the Board of numerous alternatives to increase shareholder value, ensure the funding of Prometic’s drug candidates, service and repay its outstanding credit facilities and decrease its debt to equity leverage levels, which levels have been a major barrier to Prometic securing required financing.

During the past two years, Prometic has pursued a series of initiatives to extend its cash runway to better position Prometic to achieve its objectives. These include the implementation of cost-control measures, such as a significant reduction in Prometic’s cash use in 2019 and a reduction of research and development expenditures by approximately $30 million, as compared to 2018 levels. In November 2018, Prometic also secured an extension of the maturity dates of all of Prometic’s outstanding debt with SALP to September 2024, a step intended to facilitate equity and equity-linked capital raising initiatives.

Over the course of 2018, Prometic pursued sources of non-dilutive funding, including potential commercial and partnering transactions to strengthen its financial position. During this period, Prometic also pursued equity and equity-related financing initiatives with multiple financial institutions, including United States and Canadian investment banking firms, institutional investors, and public sector pension plans and financial institutions. Since 2018, Prometic has been unsuccessful in obtaining any capital from these initiatives. Despite such efforts, other than the limited use of an at the market equity distribution agreement with Canaccord Genuity Corp, Prometic’s sole source of financing for nearly two years has been from its main secured creditor, SALP, through several debt financings.

 

- 6 -


On December 19, 2018, Prometic’s previous Chief Executive Officer, Pierre Laurin, stepped down and the Board appointed Professor Simon Best as interim Chief Executive Officer with a specific mandate to restructure Prometic’s operations and optimize its capital structure, including the identification of options available to Prometic in light of its financial difficulties and the evaluation of various financing alternatives for Prometic.

At the JP Morgan Global Healthcare conference in San Francisco in January 2019, representatives of Prometic met with several investment banks and institutional investors. Feedback received suggested that, as a consequence of the management changes, there may be an increased appetite for equity investment in the business. In January 2019, Prometic undertook a non-deal roadshow, focused on Canadian institutional investors, organized by Canaccord. Feedback from that roadshow was that the reduced market capitalization of Prometic combined with the outstanding debt obligations were an impediment to new equity investment.

In early 2019, management of Prometic and the Board met several times to review Prometic’s capital structure and liquidity. Throughout this period, the combination of volatile capital markets, difficult operating conditions, delays in obtaining FDA approval for the RyplazimTM (plasminogen) BLA, the size of SALP’s existing debt position and its associated security rights, combined with the continued sliding share price, made it impossible for Prometic to raise equity, equity-linked or additional debt financing. The solicitation of numerous financial institutions and discussions with certain of Prometic’s existing stakeholders and potential strategic partners with respect to a broad range of potential transactions did not result in the proposal or closing of any viable financing transaction other than the Refinancing Transactions. Prometic also continued to implement a number of restructuring measures identified in 2018 with the objective of improving its revenue profile, reducing ongoing operating costs and enhancing Prometic’s ability to raise financing as well as liquidating inventory to improve working capital. In this background, the UK government has not yet paid to Prometic a material R&D tax credit reimbursement which has led to an important adverse impact on the immediate cash available.

In February 2019, Prometic retained Lazard Frères & Co LLC (“Lazard”), a global financial advisory and asset management firm, to review and execute two key strategic transactions for Prometic, one of which was to secure a licensing partnership for one of Prometic’s late-stage assets and the other was to effect the trade-sale of some of Prometic’s non-core assets. Lazard has made promising initial progress in building competitive processes for both of these transactions but both transactions are only expected to close during the second half of 2019.

 

- 7 -


After having exhausted all available alternatives, in February 2019, Prometic and SALP initiated discussions to restructure Prometic’s indebtedness to SALP in conjunction with a new equity financing which would reduce Prometic’s debt obligations.

On February 15, 2019, the Board formed the Special Committee which is composed of independent members of the Board, free from interest in the Debt Conversion, the Warrant Repricing or the Private Placement and unrelated to the parties involved in these transactions, to oversee Prometic’s review of strategic alternatives to maximize shareholder value, which includes the Refinancing Transactions and any other potential joint venture, strategic alliance, or other merger and acquisition or capital markets transaction.

The Special Committee retained Echelon to provide an independent opinion to the Special Committee with respect to the fairness, from a financial point of view, of certain aspects of the Refinancing Transactions to shareholders of Prometic other than SALP. On April 14, 2019, Echelon provided the Special Committee with their opinion that: (i) the Transaction Price in respect of the Private Placement and (ii) the conversion price in respect of the Debt Conversion, are fair, from a financial point of view, to the shareholders of Prometic other than SALP (the “Fairness Opinion”).

The Board, management of Prometic and the Special Committee, with the assistance of their legal and financial advisors, considered a number of alternatives including non-core asset sales, cost reductions, revenue enhancements, refinancing or repayment of debt and the issuance of new debt or equity and other strategic alternatives, including a potential sale of Prometic. In addition, Prometic retained Stifel and Raymond James to act as co-financial advisors and co-financing agents to Prometic in connection with the Private Placement.

The Special Committee reviewed the terms of the Refinancing Transactions and determined that they are in the best interest of Prometic considering, among other things:

 

 

the current financial situation of Prometic;

 

 

the ability to establish a sustainable capital structure and business model and to enable the future viability of Prometic;

 

 

that despite significant effort by Prometic to raise equity capital over the past two years, the offer by Consonance to participate in the Private Placement at the Transaction Price was the only bona fide offer that would enable Prometic to raise equity capital in an amount sufficient to fund continuing operations;

 

 

the ability of existing shareholders to participate in the Refinancing Transactions by way of the Rights Offering at the same per Common Share Transaction Price as the Debt Conversion and the Private Placement;

 

 

the potential to preserve and increase long-term shareholder value;

 

- 8 -


 

the benefits described above under the heading “Benefits for Prometic”; and

 

 

certain advice, reports and opinions it received from Prometic’s management and professional advisors, including the Fairness Opinion received from Echelon, which is subject to the assumptions, limitations and qualifications set forth therein.

Upon final review of the alternatives available to Prometic, the Special Committee recommended to the Board that Prometic enter into agreements with Consonance and SALP to implement the Refinancing Transactions. In light of the recommendation of the Special Committee, the fact that there was no viable timely alternative arrangements, the fact that Prometic was in serious financial difficulty and the fact that the terms of the Refinancing Transactions were designed to improve Prometic’s financial situation in the immediate term, the Board (excluding directors who disclosed an interest in the Refinancing Transactions), after review of available alternatives and after having consulted with, and received advice from, its legal and financial advisors, concluded that the Refinancing Transactions was in the best interest of Prometic, taking into account the collective interests of its stakeholders in such circumstances, and authorized Prometic to enter into agreements with Consonance and SALP to implement the Refinancing Transactions.

As at March 31, 2019, Prometic was not in breach of its covenants under its credit facilities with SALP, as a result of a waiver obtained by Prometic as at March 20, 2019, wherein SALP confirmed that the breached covenants will not be deemed to constitute an event of default. SALP also agreed to defer the payment of interest that was originally due under the terms of the existing credit facilities with SALP on March 31, 2019 to a later date in April 2019. Prometic expects that it will not be able to meet its interest payment in April 2019 and will likely be in violation of its financial convenants under its credit facilities with SALP as of the end of June 2019 which would constitute an event of default thereunder if not cured. Prometic anticipates that it will have a cash deficit by the end of April 2019 and that it will not meet its obligations when due.

Governance Matters

The Refinancing Transactions are conditional upon the appointment on closing by the Board of:

 

 

Mr. Kenneth Galbraith as Chief Executive Officer of Prometic, in replacement of Professor Simon Best, who is currently acting as Interim Chief Executive Officer

 

 

Mr. Stefan Clulow, who is currently Managing Director and Chief Investment Officer of Thomvest Asset Management (an affiliate of SALP) as Chairman of the Board in replacement of Professor Simon Best

 

 

Professor Simon Best as Lead Independent Director

 

- 9 -


In connection with the Debt Conversion and the Private Placement, Prometic and SALP have entered into arrangements whereby, after the closing of the Debt Conversion and the Private Placement, (i) if SALP owns less than a majority of the issued and outstanding Common Shares, SALP will have the right to nominate for election to the Board a number of directors that represents the same percentage of the total number of directors to be elected as the percentage of Prometic’s issued and outstanding Common Shares owned by SALP at the record date for the applicable meeting of shareholders, and (ii) SALP will have the right to nominate for election to the Board a minimum of 2 directors so long as it owns at least 10% of Prometic’s issued and outstanding Common Shares.

In connection with the Private Placement, Prometic and Consonance will enter into an agreement pursuant to which Consonance will have the right to designate one observer to the Board until the NASDAQ Listing, and from and after such time, Consonance will have the right to nominate one director for election to the Board.

Exemption from Shareholder Approval and MI 61-101

Following the completion of the Debt Conversion and the Private Placement, it is expected that SALP, which currently beneficially owns, directs or controls approximately 3.26% of the currently issued and outstanding Common Shares of Prometic, will beneficially own, direct or control approximately 80.68% of Prometic’s issued and outstanding Common Shares, determined on a non-diluted basis.

The table below indicates, with respect to SALP and Consonance, (i) the number of Common Shares that such person beneficially owns, directs or controls as of the date hereof, (ii) the approximate percentage that such number of Common Shares represent as a percentage of the issued and outstanding Common Shares prior to the Debt Conversion and the Private Placement, (iii) the number of Common Shares issuable to such person as part of the Debt Conversion and the Private Placement, and (iv) the approximate percentage that such number of Common Shares represent as a percentage of the issued and outstanding Common Shares post-Debt Conversion and Private Placement.

 

Investors

   SALP     Consonance

Current Common Shares registered and beneficially owned (non-diluted basis)

     24,071,775     Nil

% of Common Shares prior to the Debt Conversion and Private Placement

     3.26   Nil

Common Shares issuable to Investor through the Debt Conversion

     15,050,312,371 (1)    Nil

 

- 10 -


Common Shares issuable to Investor through the Private Placement

     1,643,851,555       3,287,703,109  

% of Common Shares owned by Investor following completion of the Debt Conversion and the Private Placement (fully-diluted basis)

     66.60     12.97

% of Common Shares owned by Investor following completion of the Debt Conversion and the Private Placement (non-diluted basis)

     80.68 %(2)       15.87

 

  (1)

Based on debt being converted through the Debt Conversion in the aggregate amount of $228,887,948.

  (2)

Excludes Common Shares issuable upon the exercise of Warrant 10 in the aggregate amount of 168,735,308 Common Shares.

The Debt Conversion, and the Private Placement trigger the requirement for approval from the holders of a majority of the currently issued and outstanding Common Shares, excluding the votes attached to the Common Shares held by SALP, under sections 501(c), 604(a) and 607(g) of the TSX Company Manual, unless an exemption is applicable, because the Debt Conversion and the Private Placement represent transactions involving SALP, a related party of Prometic that (i) will materially affect control of Prometic, (ii) for which the consideration to be received by SALP exceeds 10% of the market capitalization of Prometic, and (iii) are for an aggregate number of Common Shares issuable greater than 25% of the number of Common Shares outstanding, on a non-diluted basis, and the Transaction Price is less than the market price. The Warrant Repricing also triggers the requirement for approval from the holders of a majority of the currently issued and outstanding Common Shares, excluding the votes attached to the Common Shares held by SALP, under section 608(a) of the TSX Company Manual, since it involves amendments to warrants held by SALP, a related party of Prometic, resulting in a new exercise price which is less than the market price.

In addition, these transactions will constitute “related party transactions” within the meaning of Multilateral Instrument 61-101Protections of Minority Security Holders in Special Transactions (“MI 61-101”). However, in light of the fact that the Board and the Special Committee have determined that Prometic is in serious financial difficulty, Prometic is relying on the exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Section 5.5(g) and Section 5.7(1)(e) of MI 61-101, respectively, on the basis of the “financial hardship” exemption therein.

 

- 11 -


Prometic’s decision to rely on the financial hardship exemption was made upon the recommendation of the Special Committee, all of whose members are independent directors free from interest in the Debt Conversion, the Warrant Repricing and the Private Placement, and unrelated to the parties involved in these transactions. After considering and reviewing all of the circumstances currently surrounding Prometic and the Refinancing Transactions, including: (i) Prometic’s current financial situation and urgent capital requirements; (ii) the fact that the Refinancing Transactions are the only financing option available to Prometic at the present time; and (iii) all other relevant factors available to the Special Committee, the Special Committee unanimously determined that: Prometic is in serious financial difficulty; the Refinancing Transactions are designed to improve the financial condition of Prometic; and the terms of the Refinancing Transactions are reasonable in the circumstances of Prometic In making these determinations, no member of the Special Committee expressed any materially contrary view or abstained from voting in respect of the Refinancing Transactions.

Based on this determination and the recommendation of the Special Committee, the Board (including all of the independent members of the Board), acting in good faith, have also unanimously determined that Prometic is in serious financial difficulty, that the Refinancing Transactions are designed to improve Prometic’s financial position, and that the terms of the Refinancing Transactions, are reasonable in Prometic’s circumstances. In making these determinations, there were no material disagreements between the Board and the Special Committee with respect to the Refinancing Transactions, and no member of the Board (excluding directors who disclosed an interest in the Refinancing Transactions or those who were not present to vote) expressed any materially contrary view or abstained from voting in respect of the Refinancing Transactions.

Given the fact that the Corporation has limited financial resources and has been presented with a limited opportunity to complete the Debt Conversion, the Warrant Repricing and the Private Placement, the Corporation believes that it does not have either adequate financial resources or time available to seek securityholder approval prior to the completion of these transactions, and that the Refinancing Transactions will either not be available (or will not be available on commercially acceptable terms) after the period of time necessary to convene and hold a meeting of securityholders. Furthermore, if the Corporation had sufficient financial resources to hold a meeting (which it does not) and the Debt Conversion, the Warrant Repricing and the Private Placement were ultimately rejected, there would be insufficient funds for the Corporation to survive beyond a securityholder meeting. As such, management of the Corporation, the Special Committee and the Board each believe that reliance upon the financial hardship exemption is necessary given the serious and immediate financial needs facing the Corporation.

In addition, for all of the reasons described above, Prometic has also applied to the TSX for an exemption from the requirements to seek securityholder approval for the Common Shares issuable pursuant to the Debt Conversion, the Private Placement and the Warrant Repricing in reliance upon Section 604(e) of the TSX Company Manual, on the basis that Prometic finds itself in

 

- 12 -


a state of serious financial difficulty and that the Debt Conversion and the Private Placement are designed to improve Prometic’s financial situation in a timely manner. The Refinancing Transactions remain subject to TSX conditional approval and final acceptance. Prometic expects that, as a consequence of its financial hardship application, the TSX will place the Corporation under remedial delisting review, which is customary practice when a listed issuer seeks to rely on this exemption. Although Prometic believes that it will be in compliance with all continued listing requirements of the TSX upon the closing of the Refinancing Transactions, no assurance can be provided as to the outcome of such review or continued qualification for listing on the TSX. There can be no assurance that the TSX will accept the application for the use of the financial hardship exemption from the requirement to obtain shareholder approval described above.

The Corporation anticipates that the closing of the Debt Conversion, the Warrant Repricing and Private Placement will occur within 21 days of the date of this material change report. The expedited timeline for the closing of these transactions is necessary for the Corporation as closing must occur expeditiously in order to fund the Corporation’s short-term capital requirements.

Forward Looking Statements

This material change report contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, the possibility that the Refinancing Transactions will not be completed as contemplated, or at all, because the necessary regulatory approvals are not received or other conditions to completion of the Refinancing Transactions are not satisfied, the possibility that the Corporation has to allocate proceeds to other uses or reallocate proceeds differently among the anticipated uses due to changes in project parameters, the ability of Prometic to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2018, under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

 

- 13 -


ITEM 6 -

Reliance on subsection 7.1(2) of National Instrument 51-102

There is no reliance on subsection 7.1(2) of National Instrument 51-102.

 

ITEM 7 -

Omitted Information

No material information has been omitted in respect of the material change described above.

 

ITEM 8 -

Executive Officer

The foregoing accurately discloses the material change referred to in this report and inquiries in respect of the material change referred to in this report may be made to:

Patrick Sartore,

Chief Legal Officer and

Corporate Secretary

(450) 781-0115

p.sartore@prometic.com

 

ITEM 9 -

Date of Report

April 17, 2019.

 

- 14 -

Exhibit 99.52

Prometic Life Sciences Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1 -

Name and Address of the Company

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval (Québec) H7V 4B4

(“Prometic” or the “Corporation”)

 

Item 2 -

Date of Material Change

April 23, 2019

 

Item 3 -

News Release

A press release announcing the material change referred to in this report was issued by Prometic on April 23, 2019 and disseminated on newswires in Canada.

 

Item 4 -

Summary of Material Change

Prometic completes refinancing transactions including C$75 million (approximately US$56 million) in gross proceeds from new equity financing.

 

Item 5 -

Full Description of Material Change

Prometic announced the closing of the recapitalization and equity offering previously announced on April 15, 2019. Prometic received C$75 million (approximately US$56 million) in gross proceeds from the equity offering led by Consonance Capital Management (“Consonance”) and Structured Alpha LP (“SALP”) and converted into equity substantially all of its indebtedness to SALP.

Upon the closing of these transactions, the Corporation has 20,947,510,578 common shares issued and outstanding on a fully-diluted basis, including all outstanding warrants, stock options and restricted share units.

Prometic intends to commence the previously-announced rights offering to its shareholders of record in May 2019 and to seek approval from its shareholders for a share consolidation at its next special Annual General Meeting of its shareholders, scheduled to be held in Montreal, Quebec on June 19, 2019.

Prometic also announced the appointment of Stefan Clulow, Managing Director and Chief Investment Officer of Thomvest Asset Management, as Chair of Prometic’s Board of Directors and Kenneth Galbraith as Chief Executive Officer. Concurrent with these leadership changes, Professor Simon Best has been appointed Prometic’s Lead Independent Director, and Dr. Benny Soffer, of Consonance, has been designated as a Prometic board observer.

“Professor Best’s leadership as Chair and interim CEO has enabled Prometic to make its way successfully through very challenging circumstances. On behalf of Prometic and its stakeholders, I thank Professor Best for his contribution to the company,” stated Mr. Clulow, Chair of the Board of Prometic.”


“I am also pleased to have Kenneth Galbraith join Prometic as CEO. Mr. Galbraith’s long record of success as an executive and investor gives us confidence that Prometic has the executive leadership, as well as the financial resoures, necessary to realize the value of the company’s assets,” stated Mr. Stefan Clulow. “We look forward to working with our new partners at Consonance to support Mr. Galbraith in realizing his vision for the company.”

Mr. Kenneth Galbrath, Prometic’s CEO, stated: “I am excited to join Prometic and look forward to working with the Board, the management team, and employees at Prometic and our strategic partners, to build a successful and focused global company which can discover and develop novel medicines that address unmet needs for patients with serious diseases in multiple therapeutic areas of interest. I look forward to discussing our plans further with shareholders at our first quarter earnings release in May”.

 

Item 6 -

Reliance on subsection 7.1(2) of National Instrument 51-102

There is no reliance on subsection 7.1(2) of National Instrument 51-102.

 

Item 7 -

Omitted Information

No material information has been omitted in respect of the material change described above.

 

Item 8 -

Executive Officer

The foregoing accurately discloses the material change referred to in this report and inquiries in respect of the material change referred to in this report may be made to:

Patrick Sartore

Chief Legal Officer and

Corporate Secretary

(450) 781-0115

p.sartore@prometic.com

 

Item 9 -

Date of Report

April 24, 2019

Prometic Life Sciences Inc.

 

(s) Patrick Sartore                            

Patrick Sartore
Chief Legal Officer and
Corporate Secretary

Exhibit 99.53

Prometic Life Sciences Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1 -

Name and Address of the Company

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval (Québec) H7V 4B4

(“Prometic” or the “Corporation”)

 

Item 2 -

Date of Material Change

May 8, 2019

 

Item 3 -

News Release

A press release announcing the material change referred to in this report was issued by Prometic on May 8, 2019 and disseminated on newswires in Canada.

 

Item 4 -

Summary of Material Change

Prometic strengthens its leadership with a new management structure and the appointment of three new directors.

 

Item 5 -

Full Description of Material Change

Prometic announced a new management structure to provide leadership to the Corporation and the appointment of Dr. Gary Bridger, Mr. Timothy Wach and Mr. Neil Klompas to the Board of Directors. All three of these individuals will be included as nominees for election to the Board of Directors by shareholders at the upcoming Annual General and Special Meeting of the shareholders (“AGM”) scheduled to take place in Montreal, Québec, Canada on June 19, 2019.

Mr. David John Jeans and Ms. Louise Ménard have stepped down from the Board after having respectively served as Directors since 2017 and 2009. Also, Mr. Bruce Wendel, Chief Business Development Officer, has left the Corporation.

“On behalf of the entire organization, it is a pleasure to welcome Gary, Tim and Neil onto Prometic’s Board of Directors, and we look forward to their strategic insight and guidance as we pursue our strategy to build a successful and focused global life sciences company”, stated Board Chair, Mr. Stefan Clulow. “I also wish to thank Mr. Jeans and Ms. Ménard for their services to the Board and Mr. Wendel for his services to the Corporation as a former Director and senior executive officer”.

In addition to Mr. Galbraith, the newly-appointed CEO, the Corporation’s leadership team will include:

 

   

Mr. Martin Leclerc, Chief Talent Officer

 

   

Dr. John Moran, Chief Medical Officer

 

   

Dr. Steven J. Burton, President of Prometic Bioseparations Ltd

 

   

Mr. Patrick Sartore, Chief Operating Officer, North America and Chief Legal Officer and Corporate Secretary

 

   

Mr. Bruce Pritchard, Chief Operating Officer, International and Chief Financial Officer


Mr. Galbraith, Prometic’s CEO, stated “I am pleased to confirm my leadership team and look forward to working with them to make progress with both our corporate goals for 2019 and our long-term vision for Prometic. I will retain primary responsibility for ongoing business and corporate development activities and use my 30+ years of life sciences business experience to complete the necessary partnerships and collaborations that will be necessary for our success”.

 

Item 6 -

Reliance on subsection 7.1(2) of National Instrument 51-102

There is no reliance on subsection 7.1(2) of National Instrument 51-102.

 

Item 7 -

Omitted Information

No material information has been omitted in respect of the material change described above.

 

Item 8 -

Executive Officer

The foregoing accurately discloses the material change referred to in this report and inquiries in respect of the material change referred to in this report may be made to:

Patrick Sartore

Chief Operating Officer, North America,

Chief Legal Officer and

Corporate Secretary

(450) 781-0115

p.sartore@prometic.com

 

Item 9 -

Date of Report

May 15, 2019

Prometic Life Sciences Inc.

 

(s) Patrick Sartore                                    

Patrick Sartore

Chief Operating Officer, North America,

Chief Legal Officer and

Corporate Secretary

Exhibit 99.54

Prometic Life Sciences Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1 -

Name and Address of the Company

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval (Québec) H7V 4B4

(“Prometic” or the “Corporation”)

 

Item 2 -

Date of Material Change

May 15, 2019

 

Item 3 -

News Release

A press release announcing the material change referred to in this report was issued by Prometic on May 15, 2019 and disseminated on newswires in Canada.

 

Item 4 -

Summary of Material Change

Prometic announced terms of equity rights offering.

 

Item 5 -

Full Description of Material Change

Prometic confirmed the terms of its previously announced equity rights offering for gross proceeds of up to $75,000,000 (the “Rights Offering”).

The Corporation will be offering rights to the holders of record of its outstanding common shares (the “Common Shares”) at the close of business on May 21, 2019 (the “Record Date”), on the basis of one right for each Common Share held, on the terms summarized hereafter and more fully detailed in the Corporation’s rights offering circular which will be available under Prometic’s profile at www.sedar.com (the “Rights Offering Circular”). Each right will entitle the holder to subscribe for up to twenty (20) Common Shares upon payment of a subscription price rounded to the nearest 5 decimals of $0.01521 per Common Share, subject to proration as described below. No fractional Common Shares will be issued.

Mr. Ken Galbraith, Chief Executive Officer of Prometic, stated: “The Rights Offering represents the last step in our recapitalization plan announced last month, and follows the extinguishment of substantially all of Prometic’s debt and the successful completion of the private placement led by Consonance Capital Management and Structured Alpha which resulted in $75 million gross proceeds to Prometic. The funds that we hope to raise through the Rights Offering, combined with our materially reduced debt obligations and the new capital raised, will give us the ability to enable a sustainable capital structure and business model and to enhance the future viability of Prometic. We believe the Rights Offering will offer shareholders of Prometic the ability to meaningfully participate in Prometic’s future growth. We look forward to the completion of the Rights Offering and our recapitalization plan.”

The Rights Offering is subject to proration to ensure that no more than 4,931,554,664 Common Shares will be subscribed for under the Rights Offering. If the aggregate number of Common Shares subscribed for by those who exercise their rights exceeds the number of available Common Shares, being 4,931,554,664, holders of rights who have exercised their rights will be entitled to receive the number of Common Shares, rounded down to the nearest whole number, calculated by multiplying the number of Common Shares for which they subscribed under the Rights Offering by a proration factor calculated by dividing 4,931,554,664 by the total number of Common Shares subscribed for by all holders of rights who have exercised their rights in the Rights Offering.


As such, holders of rights are not guaranteed to receive the total number of Common Shares which they have exercised to receive.

On April 23, 2019, Structured Alpha LP (“SALP”), the Corporation’s control person, publicly disclosed that it does not intend to exercise its rights in the Rights Offering. There is no standby commitment in respect of the Rights Offering.

The rights will not be listed on any stock exchange and no market is expected to develop for the rights. The Corporation expects to close the Rights Offering on or about June 19, 2019.

The rights offering notice (the “Offering Notice”) and accompanying rights certificate will be mailed to each registered holder of Common Shares as at the Record Date. Registered eligible holders of Common Shares who wish to exercise their rights must forward the completed rights certificate, together with the applicable funds, to the subscription agent, Computershare Investor Services Inc. (“Computershare”), on or before 4:00 p.m. (Montreal time) on June 14, 2019 (the “Expiry Time”). Rights not exercised prior to the Expiry Time will have no value. If a shareholder does not exercise its rights and the Rights Offering is completed, such shareholder’s percentage interest in the Corporation will be diluted upon the exercise of rights by other holders of rights.

Registered eligible holders of Common Shares who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary to such effect. Registered ineligible holders of Common Shares will be sent a letter advising them that their rights will be held by Computershare, who will hold such rights as agent for the benefit of all such holders.

The Rights Offering will be conducted in Canada only. However, certain approved eligible holders of Common Shares in jurisdictions outside of Canada may be able to participate in the Rights Offering. If you are a holder of Common Shares and are not resident in a province or territory of Canada, please see the Rights Offering Notice and Rights Offering Circular to determine your eligibility and the process and timing requirements to receive and, or, exercise your rights.

There is no additional subscription privilege.

The Corporation will use the gross proceeds of the Rights Offering to finance ongoing operations (which include the plasma-derived therapeutics segment, small molecule therapeutics segment and corporate functions) along with the development of its small molecule segment through the advancement and initiation of various clinical trials. The Corporation’s current cash runway is shorter than 12 months. Depending on the net proceeds raised in connection with the Rights Offering, such proceeds will allow the Corporation to extend its cash runway beyond 12 months.

The Toronto Stock Exchange has advised the Corporation that due bills will be used in connection with the Rights Offering to ensure that the Common Shares do not effectively begin to trade on an ex-rights basis until the rights are issued. Accordingly, the key dates in respect of the due bill trading of the Common Shares are as follows:

 

   

Due bill trading will commence on May 17, 2019 being one trading day before the record date, so that trades settling after the record date will have due bills attached.

 

   

The record date to determine shareholders entitled to receive the rights will be May 21, 2019.

 

   

The distribution date is estimated to be May 24, 2019.


   

The ex-rights date is estimated to be May 27, 2019 (the first trading day after the distribution date).

 

   

The due bill redemption date in respect of the distribution date is estimated to be May 29, 2019 (the second trading day after the ex-rights date, when all trades with due bills attached have settled).

 

   

The due bill payment date in respect of the distribution date is estimated to be May 30, 2019.

Shareholders who are eligible to participate in the Rights Offering and who hold common shares of the Corporation through brokerage accounts will not be required to take any special action to receive their rights. Any trades that are executed during the due bill period will be automatically flagged to ensure that purchasers receive the entitlement to receive the applicable rights and that sellers do not receive the entitlement.

Full details of the Rights Offering are contained in the Rights Offering Notice and Rights Offering Circular which will be available under Prometic’s profile at www.sedar.com on May 24, 2019. Readers should review these documents for the specific terms and conditions of the Rights Offering.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in the United States or in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under securities laws of any such province, state or jurisdiction. The securities referenced herein may not be offered or sold in the United States except in transaction exempt from or not subject to the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

 

Item 6 -

Reliance on subsection 7.1(2) of National Instrument 51-102

There is no reliance on subsection 7.1(2) of National Instrument 51-102.

 

Item 7 -

Omitted Information

No material information has been omitted in respect of the material change described above.

 

Item 8 -

Executive Officer

The foregoing accurately discloses the material change referred to in this report and inquiries in respect of the material change referred to in this report may be made to:

Patrick Sartore

Chief Operating Officer, North America,

Chief Legal Officer and Corporate Secretary

(450) 781-0115

p.sartore@prometic.com

 

Item 9 -

Date of Report

May 22, 2019

Prometic Life Sciences Inc.

 

(s) Patrick Sartore                                         

Patrick Sartore

Chief Operating Officer, North America,

Chief Legal Officer and Corporate Secretary

Exhibit 99.55

Prometic Life Sciences Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1 -

Name and Address of the Company

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval (Québec) H7V 4B4

(“Prometic” or the “Corporation”)

 

Item 2 -

Date of Material Change

June 17, 2019

 

Item 3 -

News Release

A press release announcing the material change referred to in this report was issued by Prometic on June 17, 2019 and disseminated on newswires in Canada.

 

Item 4 -

Summary of Material Change

Prometic announced completion of equity rights offering.

 

Item 5 -

Full Description of Material Change

Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (“Prometic” or the “Corporation”) confirmed the completion of its previously announced equity rights offering, raising aggregate gross proceeds of C$37,998,000 (or the equivalent of US$ 28,357,000) (the “Rights Offering”). Following the Rights Offering, 23,218,813,405 common shares of the Corporation are issued and outstanding.

“We appreciate the financial support of our shareholders, including many of our employees, as we continue to strengthen our financial position to enable an expansion of our R&D efforts,” stated Kenneth Galbraith, Chief Executive Officer of Prometic. “We look forward to reporting further progress on our R&D and business activities to our shareholders in the months ahead, including the completion of the filing of our registration statement to list our common shares for trading on NASDAQ.”

Together with the prior equity transaction completed in April 2019 with the participation of Structured Alpha LP and Consonance Capital Management, the Company has now raised new equity under the restructuring transaction resulting in combined gross proceeds of approximately C$ 112.5 million (or the equivalent of US$ 85 million) to fund the Corporation’s ongoing and expanded research and development program, further strengthen and expand its intellectual property portfolio and for general working capital. More specifically, Prometic will use the gross proceeds of the Rights Offering to finance ongoing operations which include the plasma-derived therapeutics segment, small molecule therapeutics segment and corporate functions. Considering Prometic has significant short-term liquidity requirements, it intends to spend the available funds as stated and may reallocate funds only for sound business reasons. Further information is available under the section “How will we use the available funds?” of the Rights Offering Circular dated May 24, 2019.


Pursuant to the Rights Offering, an aggregate of 2,498,207,953 common shares were issued out of a maximum offering of 4,931,554,664 common shares. Structured Alpha LP, the Corporation’s control person, as well as existing shareholder, Consonance Capital Management, did not exercise any of their rights under the Rights Offering, and therefore all rights exercised were fully allocated. No common shares were issued under any stand-by commitment. Prometic has not retained any dealers to organize or participate in the solicitation of the exercise of rights under the Rights Offering and it does not intend to pay any fees or commissions relating to the solicitation of the exercise of rights in connection with the Rights Offering.

 

Item 6 -

Reliance on subsection 7.1(2) of National Instrument 51-102

There is no reliance on subsection 7.1(2) of National Instrument 51-102.

 

Item 7 -

Omitted Information

No material information has been omitted in respect of the material change described above.

 

Item 8 -

Executive Officer

The foregoing accurately discloses the material change referred to in this report and inquiries in respect of the material change referred to in this report may be made to:

Patrick Sartore

Chief Operating Officer, North America,

Chief Legal Officer and Corporate Secretary

(450) 781-0115

p.sartore@prometic.com

 

Item 9 -

Date of Report

June 18, 2019

Prometic Life Sciences Inc.

 

(s) Patrick Sartore                                         

Patrick Sartore

Chief Operating Officer, North America,

Chief Legal Officer and Corporate Secretary

Exhibit 99.56

Prometic Life Sciences Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1 -

Name and Address of the Company

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval (Québec) H7V 4B4

(“Prometic” or the “Corporation”)

 

Item 2 -

Date of Material Change

July 2, 2019

 

Item 3 -

News Release

A press release announcing the material change referred to in this report was issued by Prometic on July 2, 2019 and disseminated on newswires in Canada.

 

Item 4 -

Summary of Material Change

Prometic announced share consolidation.

 

Item 5 -

Full Description of Material Change

Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (“Prometic” or the “Corporation”) announced that the consolidation of the Corporation’s issued and outstanding common shares (“Common Shares”) on the basis of one (1) post-consolidation Common Share for every one thousand (1000) pre-consolidation Common Shares (the “Consolidation”), approved at the special meeting of the common shareholders of the Corporation held on June 19, 2019 (the “Meeting”), will be effective on July 5, 2019 (the “Effective Date”). The Corporation filed articles of amendment on June 28, 2019 to effect the Consolidation. The Common Shares are expected to commence trading on the TSX on a post-consolidation basis at the open of trading on July 5, 2019. The new CUSIP number for the Corporation’s Common Shares is 74342Q302 and the new ISIN number is CA74342Q3026.

“As previously disclosed, we are completing this Consolidation in anticipation of filing an application for trading of the Corporation’s Common Shares on NASDAQ,” stated Kenneth Galbraith, Prometic’s Chief Executive Officer.

Assuming no other change in the issued capital of the Corporation, it is expected that upon completion of the Consolidation, the 23,313,233,245 Common Shares issued and outstanding prior to the Consolidation will be reduced to approximately 23,313,233 Common Shares after giving effect to the Consolidation. The exact number of Common Shares outstanding after the Consolidation will vary based on the elimination of fractional shares. No fractional Common Shares will be issued upon the Consolidation and all fractions of post-consolidation Common Shares will be either bought by the Corporation or rounded up, as detailed hereafter:

 

  (i)

in the event that a shareholder would be entitled to receive a fractional Common Share after the Consolidation that is equivalent to less than 75% of a whole post-consolidation Common Share, the Corporation intends, pursuant to the special resolution authorizing the board of directors of the Corporation to give effect to the Consolidation (the “Resolution”), for the Corporation to buy the fraction and send payment to the holder (except for amounts of C$5 or less, which shall be retained for the benefit of the


  Corporation). The price to be paid for a fraction will be based on the average closing price of the Common Shares on the TSX for the five trading days immediately prior to the Effective Date and shall result in payment for each whole pre-consolidation Common Share held prior to the Consolidation (other than the pre-consolidation Common Shares consolidated into post-consolidation Common Shares) which together constitute the fraction; or

 

  (ii)

in the event that a shareholder would be entitled to receive a fractional Common Share after the Consolidation that is equivalent to 75% or more of a whole post-consolidation Common Share, the Corporation intends, pursuant to the Resolution, for the Corporation to round up to one whole Common Share.

Letters of transmittal will be mailed to the registered holders of the Common Shares, requesting that they surrender their certificates representing the currently outstanding Common Shares to the Corporation’s registrar and transfer agent, Computershare Investor Services Inc., for exchange for new common share certificates representing post-consolidation Common Shares.

Non-registered shareholders of the Corporation holding their Common Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the proposed Consolidation than those that will be put in place by the Corporation for registered shareholders. If you hold your Common Shares with such a bank, broker or other nominee and if you have any questions in this regard, you are encouraged to contact your nominee.

Further details of the Consolidation are contained in the Management Information Circular of the Corporation dated May 7, 2019, which is be available under Prometic’s profile at www.sedar.com. Readers should review these documents for the specific terms and conditions of the Consolidation.

Indicative Timetable :

 

Mail Letters of Transmittal to Registered Shareholders

   July 2, 2019

Shares commence trading on the TSX on a post-consolidation basis

   July 5, 2019

 

Item 6 -

Reliance on subsection 7.1(2) of National Instrument 51-102

There is no reliance on subsection 7.1(2) of National Instrument 51-102.

 

Item 7 -

Omitted Information

No material information has been omitted in respect of the material change described above.

 

Item 8 -

Executive Officer

The foregoing accurately discloses the material change referred to in this report and inquiries in respect of the material change referred to in this report may be made to:

Patrick Sartore

Chief Operating Officer, North America,

Chief Legal Officer and Corporate Secretary

(450) 781-0115

p.sartore@prometic.com


Item 9 -

Date of Report

July 4, 2019

Prometic Life Sciences Inc.

 

(s) Patrick Sartore                                         

Patrick Sartore

Chief Operating Officer, North America,

Chief Legal Officer and Corporate Secretary

Exhibit 99.57

 

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Code of Ethics and Business Conduct

Purpose and Scope

Purpose

The purpose of this Code of Ethics and Business Conduct is to outline guidelines and procedures for the behavior expected of Prometic directors, officers, employees and consultants in course of their mandate, employment or duties. They will abide by the highest standards of ethical conduct and will act honestly and in good faith with a view to the best interests of the Corporation and its shareholders.

Loyalty, integrity, respect and confidentiality are values at the core of Prometic’s culture and this Code of Ethics and Business Conduct. Prometic directors, officers, employees and consultants are expected to promote and contribute to these values. This Code of Ethics and Business Conduct is purposely general and destined to be supplemented and refined through evolution of its activities and the context within which they are conducted, as well as experience of specific sets of circumstances. Those outlined in this Code of Ethics and Business Conduct do not necessarily cover the entire scope of all foreseeable factual situations.

Employees, officers, directors and consultants of the Corporation must use sound judgment in determining the most appropriate course of action in a given set of circumstances. When in doubt, employees should check with their managers or a member of the executive team.

Conduct that may raise questions as to any of Prometic’s employees’, officers’, directors’ or consultants’ honesty, integrity, impartiality, reputation or activities or that could cause

embarrassment to Prometic or damage its reputation is prohibited. Any activity, conduct, or transaction that is or may appear to be unethical, illegal or improper business conduct must be avoided.

Scope

This Code of Ethics and Business Conduct applies to all directors, officers, employees, consultants and relevant contracting parties (e.g. suppliers) (also referred to as the “Representatives”) of Prometic Life Sciences Inc. and its subsidiaries (“Prometic” or the “Corporation”). Compliance with this Code of Ethics and Business Conduct is a condition of employment, contract or office.

General Conduct and Behaviour

Loyalty

Prometic expects that all directors, officers, employees and consultants will act with loyalty, to protect and promote Prometic’s good reputation and its interests. Diligent attendance to one’s duties, maintaining one’s knowledge current and demonstrating quality and rigor in discharging of such duties attest to such loyalty.

A Representative may take part, in his or her personal capacity, in non-professional activities of his or her choice to the extent that such participation does not go against this Code of Ethics and Business Conduct, compliance with his or her terms of employment or contract and is not detrimental to the interests of Prometic. No Representative may express political opinions on behalf of Prometic.

 

 

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Ethical Conduct

Prometic culture provides the foundation for ethical conduct and behavior by directors, officers, employees and consultants. Prometic will:

 

Maintain good corporate governance and adhere to all applicable laws and regulations;

 

Promote and enforce a work environment free from harassment or discrimination where individuals are treated with respect and dignity;

 

Provide a safe and healthy workplace, emphasizing good housekeeping and compliance with applicable laws; and

 

Respect our employees’ commitments and responsibilities to their families and communities.

Guidelines

All directors, officers, employees and consultants of Prometic will:

 

Uphold and comply with Prometic policies & procedures and culture;

 

Strive for their personal success and that of their team and the entire Corporation;

 

Ensure that all information provided in all reports and documents for internal use and external audiences, including individual expense reports, will be complete, accurate, honest and timely;

 

Deal honestly and fairly with the Corporation’s customers, suppliers and competitors as well as regulatory bodies; and

 

Protect the Corporation’s assets and use them efficiently and only for Corporation purposes.

Strictly Prohibited Behaviour

All Representatives, and any visitors to the Corporation’s premises or workplaces, are strictly prohibited from the following acts (even if such acts or comments are made in jest):

 

Possession or use or threat of use of any type of weapon on the Corporation’s premises or workplaces;

 

Threat or actual use of violence or intimidation in the workplace;

 

Willful destruction of Corporation property or an individual’s personal property; and

 

Use, possession or being under the influence of illicit substances while on duty or on Corporation premises.

Each Prometic director, officer, employee and consultant is accountable for observing rules of conduct that are normally accepted as standard in a business enterprise. They shall give precedence to ethical principles and obligations in their decisions and actions. They shall respect all ethical obligations deriving from applicable laws, acts and regulations and shall not condone unethical conduct.

Respectful Behaviour

Directors, officers, employees and consultants will deal with business partners, clients, suppliers and other parties with integrity, respect, courtesy, moderation and without undue aggressiveness, negativity or arrogance.

They will deal with their colleagues fairly, with integrity, respect, politeness and without negative prejudices, and will avoid any abuse of power. Representatives will refrain from making disparaging or discriminatory comments, innuendos, or gossip and from taking unfair advantage of others through manipulation, misrepresentation or other unfair practices.

 

 

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Any remarks made by the Representatives must not be defamatory or hateful toward the Corporation or any of its Representatives; such acts could be considered wrongful or criminal acts.

Directors’ Fiduciary Duties

Directors of the Corporation, in exercising their powers and discharging their duties, shall act honestly, with due care, diligence and in good faith, the whole with the best interests of the Corporation in mind and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. They shall at all times avoid placing themselves in a conflict of interest situation and remain at all times loyal to the Corporation. When a conflict of interest arises with a Director, he/she shall notify the Board of Directors of the Corporation and shall withhold from voting on any transaction that would place him/her in such a situation. This fiduciary duty also requires Directors to avoid appropriation of corporate opportunities. This means that a director may not use either his/her position or information provided to him/her due to his/her position as director for his/her personal direct or indirect advantage. In a situation where a director is not in agreement with a decision taken by the majority of the Board of Directors, such individual should submit in writing his/her dissidence.

Integrity of Books and Records and Compliance with Sound Accounting Practices

Accuracy and reliability in the preparation of all business records is of critical importance to the Corporation’s decision making process and its compliance with financial, legal and reporting obligations. Full, fair, accurate and timely disclosure in the reports and other documents that the Corporation files with its regulators and in the Corporation’s other public communications must comply with the Corporation’s obligations under applicable laws, including securities laws, and meet expectations of the Corporation’s shareholders and other members of the investment community.

Preparation of Books and Records

All business records, expense reports, invoices, bills, payroll, corporate records and other similar reports must be prepared with care, accuracy and honesty. False or misleading entries in the Corporation’s books and records are not permitted.

Recording and Reporting Financial Transactions

Financial transactions must be properly recorded in the books of account. Accounting procedures and entries must be supported by the necessary internal controls. Books and records of the Corporation must be available for audit purposes.

Those Representatives who are responsible for producing and managing the Corporation’s financial reporting and internal controls systems will ensure that:

 

business transactions are properly authorized;

 

records fairly and accurately reflect the transactions or occurrences to which they relate;

 

 

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records fairly and accurately reflect in reasonable detail the Corporation’s assets, liabilities, revenues and expenses;

 

the Corporation’s accounting records do not contain any false or intentionally misleading entries;

 

no transactions are intentionally misclassified as to accounts, departments or accounting periods;

 

transactions are supported by accurate documentation in reasonable detail and recorded in the proper account and period;

 

records comply with the International Financial Reporting Standard (“IFRS”). However, technical compliance with IFRS may not be sufficient and, to the extent that technical compliance with IFRS would render reported financial information misleading, additional disclosure will be required; and

 

no information is concealed from the Chief Financial Officer or the Director of Finance, the Corporation’s independent auditors, the Audit, Risk & Finance Committee of the Board of Directors or the Board itself.

Responsibilities of Representatives

While Representatives who produce and manage the Corporation’s financial reporting and internal control systems are ultimately responsible for the completeness, fairness, accuracy and timeliness of such reports and communications, their ability to do so is dependent on everyone’s full cooperation in their own sphere of activity. As a result, each Representative will:

 

not intentionally cause Corporation documents to be incorrect;

 

not create or participate in the creation of any records intended to conceal anything that is improper;

 

properly and promptly record or cause to be recorded all disbursements of funds;

not make any unusual financial arrangements with a client or a supplier (such as over-invoicing or under-invoicing) for payments on their behalf to a third party;

 

comply with the Corporation’s system of internal accounting controls, disclosure controls, and related procedures; and

 

co-operate with the Chief Financial Officer, the Director of Finance and the Corporation’s independent auditors.

Representatives are encouraged to report, in accordance with section entitled “Reporting Code Violations (Whistleblowing)” of this Code of Ethics and Business Conduct, untruthful or inaccurate statements or records or transactions that do not appear to serve a legitimate commercial purpose.

Conflict of Interest

All directors, officers, employees and consultants of Prometic will:

 

put the interests of the Corporation before their own to the extent that this does not conflict with a director’s fiduciary obligations or any applicable legislation;

 

avoid situations or relationships which create, or create the appearance of, a conflict of interest with those of the Corporation;

 

choose suppliers in an objective and ethical manner, to obtain the best value for the Corporation;

 

notify management in writing of the existence of any personal or professional relationships which may create a conflict of interest with the Corporation or with a customer, supplier or other outside party;

 

 

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avoid holding a significant financial interest in a supplier, customer or other party with whom the Corporation does business;

 

refrain from giving or accepting gifts or social invitations of more than an nominal value which could create, or create the appearance of, a conflict of interest;

 

not solicit gifts or social invitations from customers, suppliers or other outside parties;

 

protect the Corporation’s assets against loss, theft, abuse or unauthorized use or disposal; and

 

not use the Corporation assets, facilities or positions to promote personal interests.

Harassment and Discrimination

Prometic will not tolerate any form of harassment or discrimination. Harassment or discrimination are any conduct that is offensive, humiliating or unduly embarrassing for anyone, that is often repetitive and deprives a person of her/his rights to dignity and respect, as understood under applicable laws.

Prometic promotes a working environment that is free of any form of sexual harassment. Sexual harassment means any conduct, statements, act or contact of a sexual nature that (i) is of a nature so as to humiliate or offend a person; or (ii) could reasonably lead a person to believe that the continuation of his or her employment, service or duties, a promotion or any other advantage to which he or she may be entitled or aspire is dependent on sexual favours.

Compliance with Laws, Rules and Regulations

All directors, officers, employees and consultants are expected to act in full compliance with all domestic and foreign laws, rules and regulations applicable to Prometic’s business. Violation of applicable laws, rules or regulations or compromise of the Corporation’s ethical expectations could result in written reprimands or other disciplinary action, including termination and criminal or civil legal proceedings where applicable.

All Representatives shall ensure at all times, that all dealings with third parties, including without limitation public officials and healthcare professionals (“HCPs”) are carried in accordance with all applicable laws, statutes and regulations relating to anti-corruption and anti-bribery, including inter alia:

 

the U.S. Federal and State Anti-Kickback Statutes (42 U.S.C. § 1320a-7b);

 

the U.S. Federal and State False Claims Acts (31 U.S.C. §§ 3729-3733);

 

the Corruption of Foreign Public Officials Act of Canada (S.C. 1998, c. 34);

 

the U.S. Foreign Corrupt Practices Act of 1977, as amended et seq. (15 U.S.C. §§ 78dd-1); and

 

the UK Bribery Act 2010 (2010 Chapter 23)

(together the “Anti-Corruption Laws”). In the event of conflict between applicable Anti-Corruption Laws, Representatives shall comply with the most stringent applicable Anti-Corruption Laws.

Prometic is involved, from time to time, in matters which are sensitive in nature and important to the Corporation, its Representatives and its shareholders. Securities laws impose certain obligations on the Corporation regarding the

 

 

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disclosure of information to the public. In addition, maintaining the confidentiality of certain information is essential to preserve the value of the Corporation, its technology (including trade secrets), its intellectual property, and to reduce the risks and liabilities associated with disclosure of confidential information of others that is provided to us in confidence.

To comply with these laws and related regulations and mitigate such risks and liabilities, Prometic has established an Information Disclosure Policy, an Insider Trading Policy, an Anti-Corruption and Anti-Bribery Policy and other policies and guidelines (including for interactions with HCPs) applicable to all Prometic Representatives.

The following confidentiality and insider trading guidelines are intended to supplement, and not replace, such policies to facilitate their implementation at every level:

Confidentiality

The Corporation’s ability to discharge effectively its disclosure obligations under securities laws can be adversely affected by the premature or otherwise unauthorized disclosure of Corporation’s internal information. All Representatives, therefore, must make every effort to maintain the confidentiality of the Corporation’s internal information. These efforts include adhering to the following guidelines.

Prometic directors, officers, employees and consultants will:

 

comply fully with the confidentiality expected of their mandate or offices, or the confidentiality provisions of their employment or consulting contract and all related confidentiality agreements;

 

maintain the strict confidentiality of Prometic’s confidential information and such information entrusted to Prometic by third parties;

securely handle and store all sensitive documents containing confidential information;

 

disclose such information only when appropriate permissions and controls are in place and in accordance with the Information Disclosure Policy and applicable securities laws;

 

not discuss details of the Corporation’s business or internal information with friends or family, or at social or public events, or with third parties except as may be required in the ordinary course of business and in accordance with the Information Disclosure Policy;

 

refrain from obtaining confidential information of third parties (except in the normal course of business) or from possessing or retaining such information which has been inadvertently disclosed to us;

 

not use Prometic confidential information or such information entrusted to Prometic by a third party for personal advantage or the advantage of others; and

 

not display or work on Corporation confidential material in a public area, including on airplanes or in airports.

Designated Spokesperson

Representatives who are not authorized spokespersons may not respond under any circumstances to inquiries from the investment community or the media unless specifically asked to do so by an authorized spokesperson. All such inquiries must be referred to the persons designated for this purpose in the Information Disclosure Policy.

Trading of Securities

Prometic directors, officers, employees and consultants will not trade in any Corporation securities or other securities based on insider information which is not generally known and unavailable to the general public. The Insider

 

 

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Trading Policy sets out prohibitions of certain trades of Prometic’s securities and other guidelines to be complied with if contemplating a trade in the Corporation’s securities.

The above is intended as an overview and practical guide to matters of confidentiality and insider trading, and all directors, officers, employees and consultants are directed to the specific provisions of the Information Disclosure Policy and Insider Trading Policy on these matters.

Anti-Trust and Fair Competition

In a competitive marketplace, Prometic understands the importance of complying with all applicable anti-trust and fair competition laws. Anti-trust and fair competition laws are meant to prevent restraints on trade or the abuse of a dominant market position, and a competitive marketplace ensures that the greatest benefit can be realized by both consumers of healthcare products and services (e.g. patients, HCPs) and suppliers of those products/services. Each employee is expected to understand and comply with anti-trust and fair competition laws and not to enter into business contracts or engage in activities that violate, or give the appearance of violating these laws.

Violations of these laws by any Prometic’s Representatives carry severe penalties for both the Corporation and the individual depending on the severity of the violation. Anti-trust and fair competition laws are complex; therefore, Representatives must contact the Legal Department for approval of any business practice conducted on behalf of the Corporation that may involve an interpretation of these laws.

Charitable Contributions

While charitable contributions to the community can make a difference, Representatives must ensure that these contributions are provided in accordance with Prometic policies and applicable laws and regulations. If a charitable contribution is to be made by Prometic, Representatives must complete the form attached hereto as Schedule “A” and submit it to the Chief Legal Officer (“CLO”) for prior approval. Questions with regards to charitable contributions may be directed to the CLO.

Political Contributions and Activities

Prometic encourages its Representatives to engage in political activities, such as the right to vote. However, it is imperative that all Representatives understand that these engagements should not be conducted on behalf of Prometic or mistaken as Prometic taking a stance to support or endorse any candidate or political party. Such activities must also be done on personal time and without the involvement of any Prometic resources. Questions with regards to political contributions and activities may be directed to the CLO.

Media and Public Inquiries

It is extremely important that any message to the public be accurate, consistent and authorized by the relevant spokesperson at Prometic in accordance with the Information Disclosure Policy. All employees, directors, officers and consultants must be aware of, and adhere to, Prometic’s guidelines on communicating with the public through the media (including social media), press releases, promotional materials or other means. Any requests for information from Prometic by an outside party should be immediately referred to the CLO.

 

 

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Intellectual Property

Prometic conducts its business in a field where intellectual property, information regarding technologies and trade secrets constitute essential aspects of its business and require the implementation and enforcement of protective measures to preserve the value of such business.

In accordance with Prometic’s Intellectual Property Policy, the results of work performed by an employee in the course of his or her employment, including the development and improvement of its confidential and proprietary information are for the sole benefit of Prometic and the assignees of the employees’ rights. A director, officer, employee or consultant may not use such proprietary information for purposes other than those strictly related to his or her duties and may not use Prometic assets or time for purposes other than those required by their duties. Prometic directors, officers, employees and consultants are directed to the specific provisions of the Intellectual Property Policy on these matters.

Social Networks

The use of social networks by the Representatives is subject to all of the Corporation’s relevant policies such as the Social Media Terms of Use and the Information Disclosure Policy.

Compliance Program

Compliance Program and Leadership

Prometic has adopted, or will adopt, policies, procedures, training programs and mechanisms to promote an atmosphere of open, honest and ethical communication throughout Prometic. Constantly monitoring compliance through audits and other reviews allows the investigation of any allegations of non-compliance with our policies and/or applicable

laws and regulations and the opportunity to correct any systems or discipline employees associated with such non-compliance. These audits and reviews allow Prometic to uphold the ethical principles described above. All of these processes and systems and any similar processes or systems Prometic may adopt in the future constitute the Compliance Program.

Training

Prometic encourages its employees to keep up with any additions, changes, removals or implementations of laws, regulations, guidance and standards as it is imperative to ensure that we perform our operations compliantly. In order to inform its employees of such changes, Prometic may conduct trainings annually, quarterly and on an ad-hoc basis. Attendance at all training sessions is mandatory.

Reporting Code Violations (Whistleblowing)

Prometic directors, officers, employees and consultants have a responsibility to report promptly any conduct or proposed conduct that they reasonably believe to be a violation of this Code of Ethics and Business Conduct. The Corporation has adopted a Whistleblowing Policy applicable to the reporting any such conduct or proposed conduct and investigation of a reported incident. Representatives are directed to the Whistleblowing Policy for greater details on how to report, who to report to, confidentiality and investigation procedures.

Prometic does not consider reporting a known or suspected violation of this Code of Ethics and Business Conduct to be an act of ‘disloyalty’ and it is against Corporation policy to retaliate against any employee who reports what he or she reasonably believes to be a violation or suspected violation of

 

 

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this Code of Ethics and Business Conduct. This means that employees will not be disciplined, fired or discriminated against in any way for voicing concern about a violation or potential violation so long as the employee acts honestly and in good faith. Any reprisal or retaliation against the employee who has in good faith reported a known or suspected violation of this Code of Ethics and Business Conduct is itself cause for disciplinary action, including termination.

Sanctions and Consequences

Violation of this Code of Ethics and Business Conduct is a serious matter that could subject Prometic or its Representatives to legal liability and furthermore, in the case of Representatives who are employees, disciplinary sanctions including termination.

In addition, conduct by a director or officer which represents a material departure from this Code of Ethics and Business Conduct may constitute a material change triggering the material change reporting requirements of applicable securities laws.

Monitoring and Waivers

The Corporation’s Human Resources department will monitor the compliance of this Code of Ethics and Business Conduct and will report any material breach of same to the Corporate Governance and Nominating Committee, if and when appropriate.

Where appropriate, either the Corporate Governance and Nominating Committee or the Audit, Risk & Finance Committee of the Board of Directors may grant waivers of the enforcement of any provision of this Code of Ethics and Business Conduct.

Contacts for the Purposes of Waivers of this Code of Ethics and Business Conduct:

The President of the Audit, Risk & Finance Committee and/or

Corporate Governance and Nominating Committee of the Board of Directors:

440 Boul. Armand-Frappier, suite 300

Laval, Quebec H7V 4B4

Canada

Tel: 450-781-0115

Fax: 450-781-4457

 

 

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SCHEDULE “A”

Charitable Contribution Form

 

Date: _______________________________________________________________________________________________________

Representative’ name:__________________________________________________________________________________________

Title: _______________________________________________________________________________________________________

Entity: ______________________________________________________________________________________________________

Beneficiary’s full name: ________________________________________________________________________________________

Beneficiary’s address: __________________________________________________________________________________________

Amount of the donation: _______________________________ Currency: ________________________________________________

Reason of the donation: _________________________________________________________________________________________

____________________________________________________________________________________________________________

____________________________________________________________________________________________________________

____________________________________________________________________________________________________________

Representative’s signature: _______________________________________ Date: __________________________________________

CLO’s signature _______________________________________________ Date: __________________________________________

 

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Exhibit 99.58

 

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Code of Ethics and Business Conduct

Purpose and Scope

Purpose

The purpose of this Code of Ethics and Business Conduct is to outline guidelines and procedures for the behavior expected of Prometic directors, officers, employees and consultants in course of their mandate, employment or duties. They shall abide by the highest standards of ethical conduct and act honestly and in good faith in the best interests of the Corporation and its shareholders.

Loyalty, integrity, respect and confidentiality are values at the core of Prometic’s culture and this Code of Ethics and Business Conduct. Prometic directors, officers, employees and consultants are expected to promote and contribute to these values. This Code of Ethics and Business Conduct is purposely general and destined to be supplemented and refined through evolution of Prometic’s activities and the context within which they are conducted, as well as experience of specific sets of circumstances. Those outlined in this Code of Ethics and Business Conduct do not necessarily cover the entire scope of all foreseeable factual situations.

Employees, officers, directors and consultants of the Corporation must use sound judgment in determining the most appropriate course of action in a given set of circumstances. When in doubt, employees should check with their managers or a member of the executive team.

Conduct that may raise questions as to any of Prometic’s employees, officers, directors or consultants’ honesty, integrity, impartiality, reputation or activities or that could cause

embarrassment to Prometic or damage its reputation is prohibited. Any activity, conduct, or transaction that is or may appear to be unethical, illegal or improper business conduct must be avoided.

Scope

This Code of Ethics and Business Conduct applies to all directors, officers, employees, consultants and relevant contracting parties (e.g. suppliers) (also referred to as the “Representatives”) of Prometic Life Sciences Inc. and its subsidiaries (“Prometic” or the “Corporation”). Compliance with this Code of Ethics and Business Conduct is a condition of employment, contract or office.

General Conduct and Behaviour

Loyalty

Prometic expects that all directors, officers, employees and consultants will act with loyalty, to protect and promote Prometic’s good reputation and its interests. Prometic expects diligent attendance to one’s duties, maintaining one’s knowledge current and demonstrating quality and rigor in discharging of such duties attest to such loyalty.

A Representative may take part, in his or her personal capacity, in non-professional activities of his or her choice to the extent that such participation does not go against this Code of Ethics and Business Conduct, compliance with his or her terms of employment or contract and is not detrimental to the interests of Prometic. No Representative may express opinions on behalf of Prometic.

 

 

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Ethical Conduct

Prometic culture provides the foundation for ethical conduct and behavior by directors, officers, employees and consultants. Prometic will:

 

Maintain good corporate governance and adhere to all applicable laws and regulations;

 

Promote and enforce a work environment free from harassment or discrimination where individuals are treated with respect and dignity;

 

Provide a safe and healthy workplace, emphasizing good housekeeping and compliance with applicable laws; and

 

Respect our employees’ commitments and responsibilities to their families and communities.

Guidelines

All directors, officers, employees and consultants of Prometic shall:

 

Uphold and comply with Prometic policies & procedures and culture;

 

Strive for the success of the entire Corporation;

 

Ensure that all information provided in all reports and documents for internal use and external audiences, including individual expense reports, will be complete, accurate, honest and timely;

 

Deal honestly and fairly with the Corporation’s customers, suppliers and competitors as well as regulatory bodies; and

 

Protect the Corporation’s assets and use them efficiently and only for Corporation purposes.

Strictly Prohibited Behaviour

All Representatives, and any visitors to the Corporation’s premises or workplaces, are strictly prohibited from the following acts (even if such acts or comments are made in jest):

 

Possession or use or threat of use of any type of weapon on the Corporation’s premises or workplaces;

 

Threat or actual use of violence or intimidation in the workplace;

 

Willful destruction of Corporation property or an individual’s personal property; and

 

Use, possession or being under the influence of illicit substances while on duty or on Corporation premises.

Each Prometic director, officer, employee and consultant is accountable for observing rules of conduct that are normally accepted as standard in a business enterprise. They shall give precedence to ethical principles and obligations in their decisions and actions. They shall respect all ethical obligations deriving from applicable laws, acts and regulations and shall not condone unethical conduct.

Respectful Behaviour

Directors, officers, employees and consultants shall deal with business partners, clients, suppliers and other parties with integrity, respect, courtesy, moderation and without undue aggressiveness, negativity or arrogance.

They shall deal with their colleagues fairly, with integrity, respect, politeness and without negative prejudices, and avoid any abuse of power. Representatives shall refrain from making disparaging or discriminatory comments, innuendos, or gossip and from taking unfair advantage of others through manipulation, misrepresentation or other unfair practices.

 

 

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Any remarks made by the Representatives must not be defamatory or hateful toward the Corporation or any of its Representatives; such acts could be considered wrongful or criminal acts.

Directors’ Fiduciary Duties

Directors of the Corporation, in exercising their powers and discharging their duties, shall act honestly, with due care, diligence and in good faith, the whole with the best interests of the Corporation in mind and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. They shall at all times avoid placing themselves in a conflict of interest situation and remain at all times loyal to the Corporation. When a conflict of interest arises with a Director, he/she shall notify the Board of Directors of the Corporation and shall withhold from voting on any transaction that would place him/her in such a situation. This fiduciary duty also requires Directors to avoid appropriation of corporate opportunities. This means that a director may not use either his/her position or information provided to him/her due to his/her position as director for his/her personal direct or indirect advantage. In a situation where a director is not in agreement with a decision taken by the majority of the Board of Directors, such individual should submit in writing his/her dissidence.

Integrity of Books and Records and Compliance with Sound Accounting Practices

Accuracy and reliability in the preparation of all business records is of critical importance to the Corporation’s decision making process and its compliance with financial, legal and reporting obligations. Full, fair, accurate and timely disclosure in the reports and other documents that the Corporation files with its regulators and in the Corporation’s other public communications must comply with the Corporation’s obligations under applicable laws, including securities laws, and meet expectations of the Corporation’s shareholders and other members of the investment community.

Preparation of Books and Records

All business records, expense reports, invoices, bills, payroll, corporate records and other similar reports must be prepared with care, accuracy and honesty. False or misleading entries in the Corporation’s books and records are not permitted.

Recording and Reporting Financial Transactions

Financial transactions must be properly recorded in the books of account. Accounting procedures and entries must be supported by the necessary internal controls. Books and records of the Corporation must be available for audit purposes.

Those Representatives who are responsible for producing and managing the Corporation’s financial reporting and internal controls systems shall ensure that:

 

business transactions are properly authorized;

 

records fairly and accurately reflect the transactions or occurrences to which they relate;

 

 

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records fairly and accurately reflect in reasonable detail the Corporation’s assets, liabilities, revenues and expenses;

 

the Corporation’s accounting records do not contain any false or intentionally misleading entries;

 

no transactions are intentionally misclassified as to accounts, departments or accounting periods;

 

transactions are supported by accurate documentation in reasonable detail and recorded in the proper account and period;

 

records comply with the International Financial Reporting Standard (“IFRS”). However, technical compliance with IFRS may not be sufficient and, to the extent that technical compliance with IFRS would render reported financial information misleading, additional disclosure will be required; and

 

no information is concealed from the Chief Financial Officer or the Vice President, Finance, the Corporation’s independent auditors, the Audit, Risk & Finance Committee of the Board of Directors or the Board itself.

Responsibilities of Representatives

While Representatives who produce and manage the Corporation’s financial reporting and internal control systems are ultimately responsible for the completeness, fairness, accuracy and timeliness of such reports and communications, their ability to do so is dependent on everyone’s full cooperation in their own sphere of activity. As a result, each Representative shall:

 

not intentionally cause Corporation documents to be incorrect;

 

not create or participate in the creation of any records intended to conceal anything that is improper;

 

properly and promptly record or cause to be recorded all disbursements of funds;

not make any unusual financial arrangements with a client or a supplier (such as over-invoicing or under-invoicing) for payments on their behalf to a third party;

 

comply with the Corporation’s system of internal accounting controls, disclosure controls, and related procedures; and

 

co-operate with the Chief Financial Officer, the Vice-President, Finance and the Corporation’s independent auditors.

Representatives are encouraged to report, in accordance with section entitled “Reporting Code Violations (Whistleblowing)” of this Code of Ethics and Business Conduct, untruthful or inaccurate statements or records or transactions that do not appear to serve a legitimate commercial purpose.

Conflict of Interest

All directors, officers, employees and consultants of Prometic shall:

 

put the interests of the Corporation before their own to the extent that this does not conflict with a director’s fiduciary obligations or any applicable legislation;

 

avoid situations or relationships which create, or create the appearance of, a conflict of interest with those of the Corporation;

 

choose suppliers in an objective and ethical manner, to obtain the best value for the Corporation;

 

notify management in writing of the existence of any personal or professional relationships which may create a conflict of interest with the Corporation or with a customer, supplier or other outside party;

 

 

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avoid holding a significant financial interest in a supplier, customer or other party with whom the Corporation does business;

 

refrain from giving or accepting gifts or social invitations of more than an nominal value which could create, or create the appearance of, a conflict of interest;

 

not solicit gifts or social invitations from customers, suppliers or other outside parties;

 

protect the Corporation’s assets against loss, theft, abuse or unauthorized use or disposal; and

 

not use the Corporation assets, facilities or positions to promote personal interests.

Harassment and Discrimination

Prometic will not tolerate any form of harassment or discrimination. Harassment or discrimination are any conduct that is offensive, humiliating or unduly embarrassing for anyone, that is often repetitive and deprives a person of her/his rights to dignity and respect, as understood under applicable laws.

Prometic promotes a working environment that is free of any form of sexual harassment. Sexual harassment means any conduct, statements, act or contact of a sexual nature that (i) is of a nature so as to humiliate or offend a person; or (ii) could reasonably lead a person to believe that the continuation of his or her employment, service or duties, a promotion or any other advantage to which he or she may be entitled or aspire is dependent on sexual favours.

Compliance with Laws, Rules, Regulations and Policies

All directors, officers, employees and consultants are expected to act in full compliance with all domestic and foreign laws, rules and regulations applicable to Prometic’s business. Violation of applicable laws, rules or regulations or compromise of the Corporation’s ethical expectations could result in written reprimands or other disciplinary action, including termination and criminal or civil legal proceedings where applicable.

All Representatives shall ensure at all times, that all dealings with third parties, including without limitation public officials and healthcare professionals (“HCPs”) are carried in accordance with all applicable laws, statutes and regulations relating to anti-corruption and anti-bribery, including inter alia:

 

the U.S. Federal and State Anti-Kickback Statutes (42 U.S.C. § 1320a-7b);

 

the U.S. Federal and State False Claims Acts (31 U.S.C. §§ 3729-3733);

 

the Corruption of Foreign Public Officials Act of Canada (S.C. 1998, c. 34);

 

the U.S. Foreign Corrupt Practices Act of 1977, as amended et seq. (15 U.S.C. §§ 78dd-1); and

 

the UK Bribery Act 2010 (2010 Chapter 23)

(together the “Anti-Corruption Laws”). In the event of conflict between applicable Anti-Corruption Laws, Representatives shall comply with the most stringent applicable Anti-Corruption Laws.

Prometic is involved, from time to time, in matters which are sensitive in nature and important to the Corporation, its Representatives and its shareholders. Securities laws impose certain obligations on the Corporation regarding the

 

 

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disclosure of information to the public. In addition, maintaining the confidentiality of certain information is essential to preserve the value of the Corporation, its technology (including trade secrets), its intellectual property, and to reduce the risks and liabilities associated with disclosure of confidential information of others that is provided to us in confidence.

To comply with these laws and related regulations and mitigate such risks and liabilities, Prometic has established an Information Disclosure Policy, an Insider Trading Policy, an Anti-Corruption and Anti-Bribery Policy, and other policies and guidelines (including for interactions with HCPs) applicable to all Prometic Representatives.

The following guidelines are intended to supplement, and not replace, such related policies to facilitate their implementation at every level:

Confidentiality

Confidential information is one of the Corporation’s most valuable assets. It is critical that all confidential information about the Corporation, its employees and business partners be treated with the outmost care. The Corporation’s ability to discharge effectively its disclosure obligations under securities laws can be adversely affected by the premature or otherwise unauthorized disclosure of Corporation’s internal information. All Representatives, therefore, must make every effort to maintain the confidentiality of the Corporation’s internal information. These efforts include adhering to the following guidelines.

Prometic directors, officers, employees and consultants shall:

 

comply fully with the confidentiality expected of their mandate or offices, or the confidentiality provisions of their employment or consulting contract and all related confidentiality agreements;

maintain the strict confidentiality of Prometic’s confidential information and such information entrusted to Prometic by third parties;

 

securely handle and store all sensitive documents containing confidential information;

 

disclose such information only when appropriate permissions and controls are in place and in accordance with the Information Disclosure Policy and applicable securities laws;

 

not discuss details of the Corporation’s business or internal information with friends or family, or at social or public events, or with third parties except as may be required in the ordinary course of business and in accordance with the Information Disclosure Policy;

 

refrain from obtaining confidential information of third parties (except in the normal course of business) or from possessing or retaining such information which has been inadvertently disclosed to us;

 

not use Prometic confidential information or such information entrusted to Prometic by a third party for personal advantage or the advantage of others; and

 

not display or work on Corporation confidential material in a public area, including on airplanes or in airports.

All Representatives shall further ensure that all personal data and protected health information collected by, or on behalf of Prometic, is collected, stored, used and retained in compliance with applicable privacy laws. Personal data may only be collected for a legitimate purpose and used as necessary to accomplish the legitimate purpose for which is was collected or other applicable legal bases. Personal Data may only be retained for as

 

 

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long as necessary to accomplish such purpose or other applicable legal bases. Any personal data incidents shall be communicated to Prometic’s Data Protection Committee at dataprotection@prometic.com.

To comply with applicable privacy laws and related regulations and to mitigate any associated risks and liabilities, Prometic has established a Privacy Policy, and other policies and guidelines applicable to all Prometic Representatives.

Designated Spokesperson

Representatives who are not authorized spokespersons may not respond under any circumstances to inquiries from the investment community or the media unless specifically asked to do so by an authorized spokesperson. All such inquiries must be referred to the persons designated for this purpose in the Information Disclosure Policy.

Media and Public Inquiries

It is extremely important that any message to the public be accurate, consistent and authorized by the relevant spokesperson at Prometic in accordance with the Information Disclosure Policy. All employees, directors, officers and consultants must be aware of, and adhere to, Prometic’s guidelines on communicating with the public through the media (including social media), press releases, promotional materials or other means. Any requests for information from Prometic by an outside party should be immediately referred to the Chief Executive Officer, the Chief Operating Officer(s), the Chief Financial Officer and/or the Chief Legal Officer (the “CLO”).

Trading of Securities

Prometic directors, officers, employees and consultants shall not trade in any Corporation securities or other securities based on insider information which is not generally known and unavailable to the general public. The Insider Trading Policy sets out prohibitions of certain trades of Prometic’s securities and other guidelines to be complied with if contemplating a trade in the Corporation’s securities.

The above is intended as an overview and practical guide to matters of confidentiality and insider trading, and all directors, officers, employees and consultants are directed to the specific provisions of the Information Disclosure Policy and Insider Trading Policy on these matters.

Anti-Trust and Fair Competition

In a competitive marketplace, Prometic understands the importance of complying with all applicable anti-trust and fair competition laws. Anti-trust and fair competition laws are meant to prevent restraints on trade or the abuse of a dominant market position, and a competitive marketplace ensures that the greatest benefit can be realized by both consumers of healthcare products and services (e.g. patients, HCPs) and suppliers of those products/services. Each employee is expected to understand and comply with anti-trust and fair competition laws and not to enter into business contracts or engage in activities that violate, or give the appearance of violating these laws.

Violations of these laws by any Prometic’s Representatives carry severe penalties for both the Corporation and the individual depending on the severity of the violation. Anti-trust and fair competition laws are complex; therefore, Representatives must contact the Legal Department for approval of any business practice conducted on behalf of the Corporation that may involve an interpretation of these laws.

 

 

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Donations and Contributions

Charitable Contributions

While charitable contributions to the community can make a difference, Representatives must ensure that these contributions are provided in accordance with Prometic policies and applicable laws and regulations. If a charitable contribution is to be made by Prometic, Representatives must complete the form attached hereto as Schedule “A” and submit it to the CLO for prior approval. Questions with regards to charitable contributions may be directed to the CLO.

Political Contributions and Activities

Prometic encourages its Representatives to engage in political activities, such as the right to vote. However, it is imperative that all Representatives understand that these engagements should not be conducted on behalf of Prometic or mistaken as Prometic taking a stance to support or endorse any candidate or political party. Such activities must also be done on personal time and without the involvement of any Prometic resources. Questions with regards to political contributions and activities shall be directed to the CLO.

Intellectual Property

Prometic conducts its business in a field where intellectual property, information regarding technologies and trade secrets constitute essential aspects of its business and require the implementation and enforcement of protective measures to preserve the value of such business.

In accordance with Prometic’s Intellectual Property Policy, the results of work performed by an employee in the course of his or her employment, including the development and improvement of its confidential and proprietary information are for the sole benefit of Prometic and the assignees of the

employees’ rights. A director, officer, employee or consultant may not use such proprietary information for purposes other than those strictly related to his or her duties and may not use Prometic assets or time for purposes other than those required by their duties. Prometic directors, officers, employees and consultants shall refer to the specific provisions of the Intellectual Property Policy on these matters.

Social Networks

The use of social networks by the Representatives is subject to all of the Corporation’s relevant policies such as the Social Media Terms of Use and the Information Disclosure Policy.

Compliance Program

Compliance Program and Leadership

Prometic has adopted, or will adopt, policies, procedures, training programs and mechanisms to promote an atmosphere of open, honest and ethical communication throughout Prometic. Constantly monitoring compliance through audits and other reviews allows the investigation of any allegations of non-compliance with our policies and/or applicable laws and regulations and the opportunity to correct any systems or discipline employees associated with such non-compliance. These audits and reviews allow Prometic to uphold the ethical principles described above. All of these processes and systems and any similar processes or systems Prometic may adopt in the future constitute the Compliance Program.

Training

Prometic encourages its employees to keep up with any additions, changes, removals or implementations of laws, regulations, guidance and standards as it is imperative to ensure that we perform our operations

 

 

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compliantly. In order to inform its employees of such changes, Prometic may conduct trainings annually, quarterly and on an ad-hoc basis. Attendance at all training sessions is mandatory.

Reporting Code Violations (Whistleblowing)

Prometic directors, officers, employees and consultants have a responsibility to report promptly any conduct or proposed conduct that they reasonably believe to be a violation of this Code of Ethics and Business Conduct. The Corporation has adopted a Whistleblowing Policy applicable to the reporting any such conduct or proposed conduct and investigation of a reported incident. Representatives shall refer to the Whistleblowing Policy for greater details on how to report, who to report to, confidentiality and investigation procedures.

Prometic does not consider reporting a known or suspected violation of this Code of Ethics and Business Conduct to be an act of ‘disloyalty’ and it is against Corporation policy to retaliate against any employee who reports what he or she reasonably believes to be a violation or suspected violation of this Code of Ethics and Business Conduct. This means that employees will not be disciplined, fired or discriminated against in any way for voicing concern about a violation or potential violation so long as the employee acts honestly and in good faith. Any reprisal or retaliation against the employee who has in good faith reported a known or suspected violation of this Code of Ethics and Business Conduct is itself cause for disciplinary action, including termination.

Sanctions and Consequences

Violation of this Code of Ethics and Business Conduct is a serious matter that could subject Prometic or its Representatives to legal liability and furthermore, in the case of Representatives who are employees, disciplinary sanctions including termination.

In addition, conduct by a director or officer which represents a material departure from this Code of Ethics and Business Conduct may constitute a material change triggering the material change reporting requirements of applicable securities laws.

Monitoring and Waivers

The Corporation’s Human Resources department will monitor the compliance of this Code of Ethics and Business Conduct and will report any material breach of same to the HR and Corporate Governance Committee, if and when appropriate.

Where appropriate, either the HR and Corporate Governance Committee or the Audit, Risk & Finance Committee of the Board of Directors may grant waivers of the enforcement of any provision of this Code of Ethics and Business Conduct.

Contacts for the Purposes of Waivers of this Code of Ethics and Business Conduct:

The President of the Audit, Risk & Finance Committee and/or

HR and Corporate Governance Committee of the Board of Directors:

440 Boul. Armand-Frappier, suite 300

Laval, Quebec H7V 4B4

Canada

Tel: 450-781-0115

Fax: 450-781-4457

 

 

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SCHEDULE “A”

Charitable Contribution Form

 

Date: _______________________________________________________________________________________________________

Representative’ name:__________________________________________________________________________________________

Title: _______________________________________________________________________________________________________

Entity: ______________________________________________________________________________________________________

Beneficiary’s full name: ________________________________________________________________________________________

Beneficiary’s address: __________________________________________________________________________________________

Amount of the donation: _______________________________ Currency: ________________________________________________

Reason of the donation: _________________________________________________________________________________________

____________________________________________________________________________________________________________

____________________________________________________________________________________________________________

____________________________________________________________________________________________________________

Representative’s signature: _______________________________________ Date: __________________________________________

CLO’s signature _____________________________________________ Date: ____________________________________________

 

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Exhibit 99.59

 

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Amended and Restated Stock Option Plan

 

1.

Purpose of the Plan

 

  1.1

The purpose of this stock option plan (the “Plan”) is to provide directors, officers, employees and service providers of Prometic Life Sciences Inc. (“Prometic”) and its subsidiaries (Prometic and its subsidiaries, present and future, being hereinafter referred to collectively as the “Corporations”) with a proprietary interest through the granting of options to purchase shares of Prometic, subject to certain conditions as hereinafter set forth, for the following purposes:

 

  1.1.1.

to increase the interest in the Corporations’ welfare of those directors, officers, employees and service providers who share primary responsibility for the management, growth and protection of the business of the Corporations; and

 

  1.1.2.

to furnish an incentive to such directors, officers, employees and service providers to enter and continue their employment and services with the Corporations.

 

  1.2

For the purposes of the Plan, a subsidiary of Prometic shall be a corporation whose voting rights are more than 50% controlled, directly or indirectly, by Prometic.

2.

Administration of the Plan

 

  2.1

The Plan shall be administrated by the HR and Compensation Committee of Prometic, under the oversight of the Board of Directors of Prometic (the “Board”). The Committee may delegate the administration of the Plan to a third party. The expenses of administering the Plan shall be borne by the Corporation.

 

  2.2

The interpretation, construction and application of the Plan and any provisions thereof made by the Board shall be final and binding on all holders of options granted under the Plan and all persons eligible under the provisions of the Plan to participate therein. No member of the Board shall be liable for any action taken or for any determination made in good faith in the administration, interpretation, construction or application of the Plan.

 

3.

Granting of Options

 

  3.1

The Board may, from time to time, designate directors, officers, full-time employees and service providers of the Corporations to whom options to purchase Common Shares in the share capital of Prometic (the “Shares”) may be granted and the number of Shares to be optioned to each, provided that:

 

  3.1.1

the total number of Shares to be optioned to any one individual shall not exceed five percent (5%) of the total of the issued and outstanding Shares;

 

 

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  3.1.2

the aggregate value of the participation in equity plans of any one non-executive director in any 12-month period shall not exceed $150,000 CAD at the date of grant, of which no more than $100,000 CAD can be provided in the form of stock options.

 

  3.1.3

the total number of Shares to be optioned under the Plan shall not exceed the number provided in subsection 4.1 hereof;

 

  3.1.4

the total number of Shares i) issued to Insiders of Prometic within any one-year period, and ii) issuable to Insiders1 of Prometic, at any time, under the Plan or when combined with all other security based compensation arrangements of Prometic (collectively, the “Share-Based Plans”), cannot exceed ten percent (10%) of the issued and outstanding Shares; and

 

  3.1.5

the total number of Shares issued to any one Insider1 under the Share-Based Plans (less Shares already issued as compensation to Insiders1) within a one-year period shall not exceed five percent (5%) of the Shares outstanding on the date of issuance of such Shares.

 

  3.2

Options may only be granted by Prometic pursuant to decisions of the Board. No option shall be granted to any person who is not a director, officer, full-time employee or service provider of any of the Corporations.

 

  3.3

The granting of options hereunder and the ensuing obligation of Prometic to deliver Shares shall be subject to Prometic obtaining the approval of any competent authority which may be required in connection with the granting of options or the authorization, issuance or sale of the optioned shares and, if applicable, Prometic having listed the optioned Shares on any stock exchange on which Shares may then be listed. Prometic shall use its best efforts to obtain all necessary approval to give effect to this Plan.

4.

Shares Subject to the Plan

 

  4.1

The maximum number of Shares which may be optioned under the Plan, subject to the provisions of Section 8 hereof, shall be 33,434,585;

 

  4.2

The Shares, in respect of which options are not exercised before their expiry, shall be available for subsequent options to be granted hereunder.

 

5.

Option Price

The Board shall fix the option price per share for Shares, which are the subject of any option, when such option is granted. The option price shall be determined by the Board in its entire discretion, except that if the Shares are listed on any stock exchange at the time of the grant of the option, the option price shall not be lower than the volume weighted average trading price of the Shares on the Toronto Stock Exchange, or another stock exchange where the majority of the trading volume and value of the Shares occurs, for the last five (5) trading days immediately preceding the day on which the option is granted; said volume weighted average trading price shall be calculated outside of a blackout period. The volume weighted average trading price of the Shares shall be calculated by dividing the total value by the total volume Shares traded for the relevant period.

 

 

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6.

Conditions Governing Options

 

  6.1

Options may be evidenced by a stock option agreement in such form not inconsistent with the Plan as the Board may from time to time determine, provided that the substance of the following be included therein:

 

  6.1.1

Employment

The granting of an option to a director, officer, full-time employee or service provider (hereinafter the “optionee”) shall not impose upon any of the Corporations any obligation to retain the optionee in its employ or hire or to preserve the office of the optionee.

 

  6.1.2

Option Term

The period during which an option is exercisable shall not, subject to the provisions of the Plan, exceed ten (10) years from the date the option is granted.

In the absence of any other specifications made by the Board at the time of the grant, an option shall expire five (5) years following its date of grant.

 

  6.1.3

Exercise of Options

Prior to its expiration or earlier termination in accordance with the Plan, each option shall be exercisable as to the whole or any portion thereof at the time or times stipulated. The Board may, at the time of granting a particular option, impose such conditions as it shall determine in its sole discretion regarding the time or times at which the option may

be exercised in whole or in part; in default of any other specifications made by the Board at the time of its grant, an option shall be exercisable at a cumulative rate of 25% per year calculated from the date of grant of the option.

 

  6.1.4

Non-assignability of Options

Each option granted hereunder is personal to the optionee and shall not be assignable or transferable by the optionee, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased optionee. No option granted hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of on pain of nullity; each option granted hereunder may be exercised only the optionee.

 

  6.1.5

Effect of Termination of Office or Employment or of Death

Unless the Board determines otherwise by resolution:

 

  6.1.5.1

Upon an optionee’s employment with any of the Corporations being terminated for cause or upon an optionee ceasing to be a director or officer of any of the Corporations by reason of his being removed or becoming disqualified for cause from being a director or officer by law, any vested and unvested option granted to him shall terminate forthwith.

 

 

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  6.1.5.2

Upon an optionee’s employment with any of the Corporations being terminated (except in the case of transfer from one Corporation to another Corporation contemplated herein) otherwise than by reason of death, termination for cause, retirement at legal retirement age in the country of residence of the optionee, resignation or upon an optionee ceasing to be a director or officer of any of the Corporations other than by reason of death, removal or disqualification by law, any vested option granted to such optionee may be exercised by him only for that number of Shares which he was entitled to acquire under the option pursuant to paragraph 6.1.3 hereinabove at the time of such termination or cessation. Such option shall be exercisable prior to the expiration of the term of the option.

 

  6.1.5.3

Upon an optionee’s resignation of employment from any of the Corporations, any vested option granted to such optionee may be exercised by him only for that number of Shares which he was entitled to acquire under the option pursuant to paragraph 6.1.3 hereinabove at the time of such resignation. Such option

  shall only be exercisable within ninety (90) days after such resignation or prior to the expiration of the term of the option, whichever occurs earlier.

 

  6.1.5.4

If an optionee dies while employed by any of the Corporations or while serving as a director or officer of any of the Corporations, any vested option granted to such optionee may be exercised by a legal successor of such optionee for that number of Shares which he was entitled to acquire under the option pursuant to paragraph 6.1.3 hereinabove at the time of his death. Such option shall be exercisable prior to the expiration of the term of the option.

 

  6.1.5.5

If an optionee retires from any of the Corporations, at legal retirement age in the optionee’s country of residence, any vested option granted to such optionee may be exercised by him only for that number of Shares which he was entitled to acquire under the option pursuant to paragraph 6.1.3 hereinabove at the time of such resignation. Such option shall be exercisable prior to the expiration of the term of the option.

 

 

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  6.1.5.6

If an optionee ceases to be a director of any of the Corporations other than by reason of his being removed or becoming disqualified from being a director, any vested option granted to such optionee may be exercised by him prior to the expiration of the term of the option on the understanding that all options granted to directors vest, pro rata to his time served on the Board, on a quarterly basis and become fully vested after a year.

 

  6.1.5.7

In the case of optionees who are service providers to the Corporations, the service agreement pursuant to which their services are to be rendered to the Corporations shall govern the conditions upon which their options may terminate.

For greater clarity, unvested options shall immediately be cancelled upon the occurrence of any of the events in this Section 6.1.5.

 

  6.1.6

Rights as a Stockholder

The optionee (or his personal representatives or legatees) shall have no rights whatsoever as a shareholder in respect of any Shares covered by his option until the date of issuance of a share certificate to him (or his personal representatives or legatees) for such Shares. Without in any way limiting the generality of the

foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued.

 

  6.1.7

Method of Exercise

Subject to the provisions of the Plan, an option granted under the Plan shall be exercisable (from time to time as provided in paragraph 6.1.3 hereinabove) by the optionee (or his personal representatives or legatees) by electronic exercise through the platform offered by Prometic’s stock plan administrator, including by way of “cashless exercise” procedures, accompanied by payment in full by cash, certified cheque or money order of the exercise price, for the number of options for which such exercise is made, unless the optionee elects to do a “cashless exercise”.

On the date of issue of the certificate representing the Shares purchased under the option, the optionee shall be considered as the registered holder of such number of Shares as the optionee (or his personal representatives or legatees) shall have then paid for and specified in such notice and the plan administrator shall cause the transfer agent and registrar of Prometic to deliver to the optionee (or his personal representatives or legatees), according to the latter’s written instructions, if any, a certificate in the name of the optionee representing such Shares. If required by the Board by notification to the optionee at the time of granting of the option, it shall be a condition of such exercise that

 

 

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the optionee shall represent that he is purchasing the Shares in respect of which the option is being exercised for investment only and not with a view of resale or distribution.

 

  6.1.8

Black Out Periods

Should the expiration of the term of an option or the exercise period provided for in sections 6.1.5.2 to 6.1.5.6 above fall within a period during which designated employees of the Corporation cannot trade the Shares pursuant to Prometic’s insider trading policy which is in effect at that time (which, for greater certainty, does not include the period during which a cease trade order is in effect to which Prometic or in respect of an insider, that insider is subject) (a “Black Out Period”), such expiration date or exercise period shall be automatically extended without any further act or formality to that date which is the tenth business day after the end of the Black Out Period, such tenth business day to be considered the expiration of the term of such option for all purposes under the Plan. Notwithstanding section 9.1, the ten business day period referred to in this subsection 6.1.8 may not be extended by the Board.

  6.2

Tax

 

  6.2.1

Each optionee shall be responsible for paying all income and other taxes applicable to transactions involving the options held by Solium (the “Administrative Agent”) on his or her behalf, including, without limitation, any taxes payable on:

 

  (a)

exercise of the options;

 

  (b)

the sale or other disposition of Prometic Shares;

 

  (c)

dividends (whether cash or otherwise) or other distributions paid on the Shares.

 

  6.2.2

The Administrative Agent is authorized to deduct, or cause to be deducted, from any amounts payable to an optionee, any amounts which are required to be withheld on account of taxes, and the Administrative Agent or Prometic must remit all amounts deducted in accordance with the Income Tax Act (Canada) and the regulations thereunder or equivalent thereof in other jurisdictions.

 

  6.2.3

Following the end of each calendar year, the Administrative Agent or Prometic shall provide each optionee with tax reporting forms as required in respect of dividend and other investment income earned during such calendar year by such optionee pursuant to the Plan, the whole in compliance with the standard tax reporting timelines existing in the relevant optionee jurisdiction.

 

 

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7.

Use of Proceeds

The proceeds received by Prometic upon the exercise of options by optionees shall be used to increase the working capital of Prometic and for general corporate purposes.

 

8.

Adjustment to Shares Subject to the Option

In the event that the outstanding Shares of Prometic are hereafter changed into or exchanged for a different number or kind of shares or other securities of Prometic or of another corporation, or in the event that there is a reorganization, amalgamation, consolidation, reclassification, dividend payable in capital stock or other change in the capital stock of Prometic, the Board shall make such adjustments as it deems appropriate in the number and kind of shares for the purchase of which options may be granted under the Plan and such adjustments shall be final and binding.

 

9.

Amendment or Discontinuance of the Plan

 

  9.1

(A) Without limiting the generality of any other provision hereof and subject to compliance with applicable laws, rules and regulations of, and receipt of any required approvals from, any stock exchange on which the Shares of Prometic are listed or applicable regulatory authority, the Board shall have full power and authority to amend, suspend or discontinue the Plan at any time, or amend the terms of any previously granted option (except for those listed in Section 9.1(B) below), without obtaining shareholder approval, including without limitations, the following type of amendments:

  (i)

any limitation of conditions on participation in the Plan (other than to the eligibility for participation);

 

  (ii)

any amendment to any terms upon which options may be granted and exercised, including but not limited to, the terms relating to the amount and payment of the option price, vesting, expiry and adjustment of options, or the addition or amendment of terms relating to the provision of financial assistance to optionees or of any cashless exercise features;

 

  (iii)

any amendment to the Plan to permit the granting of deferred or restricted share unit under the Plan or to add or to amend any other provisions which would result in participants receiving securities of the Corporation while no cash consideration is received by the Corporation;

 

  (iv)

any change that is necessary or desirable to comply with applicable laws, rules or regulations or any stock exchange on which the shares of the Corporation are listed;

 

  (v)

any correction or rectification of any ambiguity, defective provision, error or omission in the Plan;

 

  (vi)

any amendment to the definitions contained in the Plan and any other amendments of a clerical nature; and

 

  (vii)

any amendment to the terms relating to the administration of the Plan;

provided that such amendments to the terms of any previously granted option may not lead to significant or unreasonable dilution in the Corporation’s outstanding securities or provide additional benefits

 

 

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to eligible participants, especially insiders, at the expense of the Corporation and it existing security holders, in which case approval of the shareholders of the Corporation must be obtained.

(B) The prior approval of the holders of a majority of the votes attached to all shares of the Corporation is required if the amendments relate to the following:

 

  (i)

any amendment to increase the maximum number of Shares issuable under the Plan, except for adjustments in the event that such Shares are subdivided, consolidated, converted or reclassified by the Corporation or that any other action of a similar nature affecting such Shares is taken by the Corporation;

 

  (ii)

any amendment to reduce the exercise price or purchase price of any option;

 

  (iii)

any amendment to extend the term of any option;

 

  (iv)

any amendment to make a change to the class of persons eligible to participate under the Plan; and

 

  (v)

any amendment which would permit any option granted under the Plan to be transferable or assignable other than by will or under succession laws (estate settlement);

provided that Shares held directly or indirectly by insiders benefiting from the amendments in (B) (ii) and (iii) shall be excluded when obtaining such shareholder approval.

  9.2

Notwithstanding anything contained to the contrary in this Plan or in any resolution of the Board in implementation thereof:

 

  9.2.1

in the event Prometic proposes to amalgamate, merge or consolidate with any other corporation (other than with a wholly-owned subsidiary of Prometic) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Shares or any part thereof shall be made to all holders of Shares, Prometic shall have the right, upon written notice thereof to each optionee holding options under this Plan, to permit the exercise of all such options within the thirty (30) day period next following the date of such notice and to determine that upon the expiration of such thirty (30) day period, all rights of optionees to such options or to exercise same (to the extent not therefore exercised) shall ipso facto terminate and cease to have any further force or effect whatsoever;

 

  9.2.2

the Board may, by resolution, advance the date on which any option may be exercised, in the manner to be set forth in such resolution. The Board shall not, in the event of any such advancement, be under any obligation to advance the date upon which any option may be exercised by any other optionee; and

 

 

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May 10, 2017      9  


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  9.2.3

The Board may, by resolution, but subject to applicable regulatory provisions, decide that any of the provisions hereof concerning the effect of termination of the optionee’s employment or cessation of the optionee’s office as officer or director shall not apply for any reason acceptable to the Board.

 

10.

Other Material Information

Reference is made to the Annual Report of Prometic for the last ended financial year as regards certain facts relating to Prometic, which may be material.

 

11.

Effective Date of the Plan

This plan was originally adopted by the Board on November 4, 1997 and amended on August 11, 1999, on May 24, 2000, on May 15, 2002, on December 19, 2005, on May 7, 2008, March 10, 2010, August 10, 2010, November 13, 2012, May 8, 2013, August 8, 2013, May 11, 2016, December 14, 2016, March 23, 2017, May 10, 2017 and further amended on March 22, 2018. Should changes be required in this Plan by any securities commission or other governmental body of any province of Canada to which this Plan has been submitted or by any stock exchange on which the Shares may from time to time be listed, such changes shall be made in this Plan in accordance with Section 9 hereof as are necessary to conform with such requests and if such changes are approved by the Board, this Plan, as amended, shall remain in full force and effect in its amended form as of and from August 10, 2010.

 

 

Amended and Restated Stock Option Plan   
May 10, 2017      10  

Exhibit 99.60

 

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Restricted Share Unit Plan

 

1.

Purpose

The Plan is intended to enhance the Corporation’s ability to attract and retain talented individuals to serve as executive officers or in key management positions within the Corporation and of its Subsidiaries, to reward these participants and to promote an alignment of interests between such participants and the shareholders of the Corporation.

 

2.

Definitions

As used in this Plan, the following terms have the following meanings:

“Board” means the Board of Directors of the Corporation.

“CEO” means the chief executive officer of the Corporation.

“Committee” means the Human Resources and Compensation Committee of the Board or such other committee of the Board as may from time to time be responsible for matters relating to executive compensation.

“Common Share” means a common share in the capital of the Corporation as constituted at the date hereof or any shares or other securities into which such common share may have been changed, reclassified, subdivided, consolidated or converted.

“Corporation” means Prometic Life Sciences Inc. or a successor thereof.

“Cycle” means the three (3) year period from the 1st day of the financial year during which a grant is made to the last day of the second financial year following the financial year during which a grant has been made.

“Expiration Date” means the date at which any RSU granted outside of a Cycle expires, which shall need to fall on the last day of a given financial quarter.

“Long-Term Disability” means a permanent disability due to a medical condition that prevents a Participant, physically or mentally, from executing his or her job due to an absence from work for a period that exceeds 26 weeks and is expected to be permanent; such medical condition and long-term status requiring written evidence thereof from an appropriate professional, unless otherwise waived by the CEO and/or by the medical examiner selected by the Corporation’ s group insurance plan carrier.

“Participant” means the CEO, chief operating officer, chief financial officer, chief legal officer, chief medical officer, any vice-presidents, employee directors or employee director-level executives and any other officers or management members of the Corporation, or of a Subsidiary, who have been granted RSUs as designated in writing by the Committee, upon the recommendation of the CEO and subject to the Board’s approval. Notwithstanding anything herein to the contrary, the Board shall have, at all times, the power to cancel, annul, rescind or otherwise remove a Participant’s designation or position as qualifying as a Participant under this Plan. For greater certainty, such action by the Board shall not affect any RSUs already credited to such individual’s account in accordance with Section 8 hereof.

 

 

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Adopted on May 6, 2009      2  


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“Plan” means this Restricted Share Unit Plan, as it may be amended from time to time.

“Restricted Share Unit” or “RSU” means a unit granted to a Participant representing the right to receive an equivalent number of fully paid Common Shares upon satisfaction of the Vesting Conditions.

“Administrative agent” means Solium Capital Inc., the administrative agent of the Corporation’s share-based compensation.

“Subsidiary” means a corporation whose voting rights are more than 50% controlled, directly or indirectly, by the Corporation.

“Termination” means a Participant who ceases to be an employee of the Corporation or of a Subsidiary for any reason other than the transfer of the Participant to the employment of another Subsidiary or of the Corporation.

“Vesting Conditions” means the criterion (performance based and/or time based) to be achieved in order for the RSUs or any portion thereof to become vested from time to time, in whole or in part, which criterion must be established by the Committee, upon the recommendation of the CEO, and approved by the Board.

 

3.

Effective Date

After having obtained all of the required regulatory and shareholder approvals, the Plan has been in effect since May 6, 2009 and governs all RSUs granted after said date.

4.

Maximum Number of Common Shares under the Plan

The maximum number of Common Shares that may be issued by the Corporation to Participants under this Plan shall not exceed 27,560,248 Common Shares. Upon the cancellation of any unvested RSUs in accordance with the provisions of the Plan, the Common Shares underlying such RSUs shall be available for other RSUs to be granted from time to time under this Plan.

 

5.

Maximum Number of Common Shares to Insiders1

The number of Common Shares issuable to insiders of the Corporation, at any time, under all security-based compensation arrangements, cannot, in the aggregate, exceed 10% of the issued and outstanding Common Shares of the Corporation. The number of Common Shares issued to insiders of the Corporation within any one year period, under all security-based compensation arrangements, cannot, in the aggregate, exceed 10% of the issued and outstanding Common Shares of the Corporation.

 

6.

Participation in the Plan

Participation in the Plan starts upon the first grant of RSU(s) to a Participant.

 

7.

Administration of Plan

The Plan shall be administered by the Committee, under the oversight of the Board. The Committee may correct any defect or rectify any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation, construction

 

1 

As defined in the TSX Company Manual

 

 

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Adopted on May 6, 2009      3  


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and administration of the Plan, or any action, all as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned for all purposes. Neither the Committee or the Corporation, nor any of their respective members, officers or employees, as applicable, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan. The Committee’s members and the Corporation’s employees shall be entitled to indemnification by the Corporation in respect of any claim, loss, damage or expense (including legal fees and disbursements) arising therefrom to the fullest extent permitted by law. The Committee may delegate the administration of the Plan to a third party. The expenses of administering the Plan shall be borne by the Corporation.

 

8.

Grant of RSUs

Notwithstanding anything to the contrary in this Plan, the Committee, periodically, in consultation with the CEO and subject to the Board’s approval, will determine the size of grants in respect of any Participant or class of Participants, together with the applicable Vesting Conditions. The Corporation shall notify each Participant in writing of the number of RSUs to be granted and of the Vesting Conditions thereof. Granted RSUs do not provide a Participant with any shareholder’s rights.

9.

Vesting of RSUs Issued under this Plan

 

  9.1

Time-Based Vesting

Unless determined otherwise by the Board, and subject to the Vesting Conditions, each RSU will vest and will be eligible for conversion and release in accordance with Section 11, at the rate of 33 1/3 % on each December 31st within the Cycle. The Board may, in its discretion, permit the immediate vesting, and conversion, of all or any portion of an unvested RSU.

 

  9.2

Conditions-Based Vesting for RSUs granted within or outside a Cycle.

a) RSUs granted prior to May 10, 2017

At each regular Board meeting , the Board shall determine which Vesting Conditions of any previously granted RSUs were achieved. The relevant RSUs for which the Vesting Conditions were deemed to be achieved by the Board will become vested, in whole or in part, based on the level of achievement of said Vesting Conditions, and will be eligible for conversion and release in accordance with Section 11 herein.

b) RSUs granted on or after May 10, 2017

At the end of each Cycle, the Board shall determine which Vesting Conditions of RSUs granted were achieved. The relevant RSUs for which the Vesting Conditions were deemed to be achieved by the Board will become vested, in the percentage determined by the Board based on the level of achievement of said Vesting Conditions, and will be eligible for conversion and release in accordance with Section 11 herein.

 

 

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Adopted on May 6, 2009      4  


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Regardless of the timing when RSUs were granted, the Board has until the 31st day of March following the end of a Cycle, or 90 days following an Expiration Date, to determine which Vesting Conditions were achieved under the relevant Cycle or grant period (if the RSUs were granted outside of a Cycle). RSUs in respect of which the Vesting Conditions are not deemed to be met by these deadlines shall be automatically cancelled, unless determined otherwise by the Board.

 

10.

Effect of Termination of Employment or of Death

 

  10.1

Unless determined otherwise by the Board, in the case of a Participant’s Termination before the end of a Cycle or before the Expiration Date, other than a Participant’s death or Long-Term Disability in the circumstances described in paragraph 10.2 below and other than for just cause or by resignation of a Participant, all vested RSUs shall be converted and released in accordance with Section 11 no later than 90 days following the termination date. All unvested RSUs shall be cancelled as at the date of termination.

 

  10.2

Unless determined otherwise by the Board, in the case of a Participant’s Termination because of death after the end of the second year of a Cycle or before the Expiration Date, or if such Participant is deemed to be on Long-Term Disability after the end of the second year of such Cycle, or before such Expiration Date, the RSUs will continue to remain in force until the end of the Cycle, or until the Expiration Date, and will be eligible for vesting and ultimately for conversion and release in accordance

  with Section 11, for a period of 90 days following the end of such Cycle or such Expiration Date, provided that the Vesting Conditions have been met at the end of such Cycle or at such Expiration Date.

 

  10.3

Unless determined otherwise by the Board, in the case of a Participant’s Termination for just cause or a Participant resigning from his position, all RSUs shall be cancelled immediately as of the date on which the Participant is advised of the Termination, or as of the Participant’s effective resignation date, without taking into account any applicable notice period or severance payments made in lieu of such notice.

 

11.

Conversion and Release of RSUs

At the date on which RSUs become vested as approved by the Board, provided that the Participant, or his succession, still qualifies as a Participant on such date, and subject to paragraphs 10.1 to 10.3 above, the Participant, or the executor, liquidator, administrator or trustee of the estate of the Participant, is entitled to receive, with respect to such portion of the RSU which has vested, an amount equal to one Common Share for each RSU (the “Payout Amount”). The Payout Amount shall be satisfied by the issuance from treasury of a number of Common Shares equal to the Payout Amount, subject to any required regulatory authorities’ approval. Said Common Shares may be sold on the open market at the Participant’s discretion, including on the Administrative Agent’s trading platform.

The Common Shares issued under the Plan shall be considered fully paid in consideration of past services rendered that are not less in value than the value of such Common Shares.

 

 

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Adopted on May 6, 2009      5  


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12.

Tax

 

  12.1

Each Participant shall be responsible for paying all income and other taxes applicable to transactions involving the RSUs held by the Administrative agent on his or her behalf, including, without limitation, any taxes payable on:

 

  (a)

conversion and release of the RSUs;

 

  (b)

the sale or other disposition of the Common Shares;

 

  (c)

dividends (whether cash or otherwise) or other distributions paid on the Common Shares;

 

  12.2

The Administrative agent is authorized to deduct, or cause to be deducted, from any amounts payable to a Participant, any amounts which are required to be withheld on account of taxes, and the Administrative agent must remit all amounts deducted in accordance with the Income Tax Act (Canada), and the regulations thereunder legislation or equivalent thereof in other jurisdictions.

 

  12.3

Following the end of each calendar year, the Administrative agent or the Corporation shall provide each Participant with tax reporting forms as required in respect of dividends and other investment income earned during such calendar year by such Participant pursuant to the Plan, the whole in compliance with the standard tax reporting timelines existing in the relevant Participant jurisdiction.

13.

Adjustments and Reorganizations

Subject to section 17.2, in the event of any stock dividend (other than a dividend which may be paid in cash or in shares at the option of the shareholder), stock split, combination or exchange of shares, merger, consolidation, recapitalization, amalgamation, plan of arrangement, reorganization, spin off or other distribution (other than normal cash dividends) of the Corporation’s assets to shareholders or any other change affecting the Common Shares, such adjustments as are required to reflect such change shall be made with respect to the number of RSUs in the accounts maintained for each Participant, provided that no fractional RSUs shall be issued to Participants and the number of RSUs to be issued in such event shall be rounded down to the next whole number of RSUs.

 

14.

Transferability of RSUs

The rights and interests of a Participant in respect of the RSUs held in such Participant’s account shall not be transferable or assignable other than by will or the laws of succession to the executor, liquidator, administrator or trustee of the estate of the Participant or, subject to applicable law, to a dependent or relation, including without limitation a spouse of the Participant.

 

15.

No Right to Service

Neither participation in the Plan nor any action under the Plan shall be construed to give any Participant a right to be retained as an employee of the Corporation or of any Subsidiary.

 

 

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Adopted on May 6, 2009      6  


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16.

Successors and Assigns

The Plan shall be binding on all successors and assigns of the Corporation and a Participant, including without limitation, the estate of such Participant and the executor, liquidator, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

 

17

Plan Amendment

 

  17.1

(A) Without limiting the generality of any other provision hereof and subject to compliance with applicable laws, rules and regulations of, and receipt of any required approvals from, any stock exchange on which the Common Shares of the Corporation are listed or applicable regulatory authority, the Board shall have full power and authority to amend, suspend or discontinue the Plan at any time, or the terms of any previously granted RSU, without obtaining shareholder approval (except for those listed in Section 17.1(B) below), including without limitations, the following type of amendments:

 

  (i)

any limitation of conditions on participation in the Plan (other than relating to the eligibility for participation);

 

  (ii)

any amendment to any terms upon which RSUs may be granted and exercised, including but not limited to, the Vesting Conditions; any change that is necessary or desirable to comply with applicable laws, rules or regulations or any stock exchange on which the Common Shares of the Corporation are listed;

  (iii)

any correction or rectification of any ambiguity, defective provision, error or omission in the Plan;

 

  (iv)

any amendment to the definitions contained in the Plan and any other amendments of a clerical nature; and

 

  (v)

any amendment to the terms relating to the administration of the Plan;

provided that such amendments to the terms of any previously granted RSU may not lead to significant or unreasonable dilution in the Corporation’ s outstanding Common Shares or provide additional benefits to eligible Participants, especially insiders, at the expense of the Corporation and its existing security holders, in which case approval of the shareholders of the Corporation must be obtained.

(B) The prior approval of the holders of a majority of the votes attached to all Common Shares of the Corporation is required if the amendments relate to the following:

 

  (i)

any amendment to increase the maximum number of Common Shares issuable under the Plan, except for adjustments in the event that such Shares are subdivided, consolidated, converted or reclassified by the Corporation or that any other action of a similar nature affecting such Common Shares is taken by the Corporation;

 

  (ii)

any amendment to make a change to the class of persons eligible to participate under the Plan; and

 

  (iii)

any amendment which would permit any RSU granted under the Plan to be transferable or assignable other than by will or under succession laws (estate settlement);

 

 

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Adopted on May 6, 2009      7  


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provided that Common Shares held directly or indirectly by insiders benefiting from the amendments in (B) (ii) and (iii) shall be excluded when obtaining such shareholder approval.

 

  17.2

Notwithstanding anything contained to the contrary in this Plan or in any resolution of the Board in implementation thereof:

 

  17.2.1

in the event the Corporation proposes to amalgamate, merge or consolidate with any other Corporation (other than with a wholly-owned Subsidiary of the Corporation) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Common Shares or any part thereof shall be made to all holders of Common Shares, the Corporation shall have the right, upon written notice thereof to each Participant holding RSUs under this Plan, to permit the conversion and release of all such RSUs within the thirty (30) day period next following the date of such notice and to determine that upon the expiration of such thirty (30) day period, all rights of Participants to convert such RSUs shall ipso facto terminate and cease to have any further force or effect whatsoever;

  17.2.2

the Board may, by resolution, but subject to applicable regulatory provisions, decide that any of the provisions hereof concerning the effect of termination of the Participant’s employment or cessation of the Participant’s designation or position qualifying for a Participant status shall not apply for any reason acceptable to the Board.

 

18.

Plan Termination

The Committee, upon the recommendation of the CEO and subject to approval of the Board may, in its sole discretion and without the consent of any Participant, terminate the Plan at any time by giving written notice thereof to each Participant. Following termination of the Plan, additional RSUs shall not be granted to the Participants. Previously granted RSUs shall become vested as per the Vesting Conditions described under Section 9, with their conversion and release being governed by Section 11.

 

19.

Governing Law

The validity, construction and effect of the Plan and any actions taken or relating to the Plan shall be governed by the substantive laws, but not the choice of law rules, of the Province of Québec and the laws of Canada applicable thereto.

 

 

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Adopted on May 6, 2009      8  


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Adopted on May 6, 2009.

Amended by the Compensation and HR Committee on June 13, 2013 and approved by the Board on August 8, 2013.

Amended by the Compensation and HR Committee and approved by the Board on February 26, 2014.

Amended by the Compensation and HR Committee and approved by the Board on December 17, 2014.

Amended by the Compensation and HR Committee, approved by the Board on February 2, 2015 and by the shareholders on May 13, 2015.

Amended by the HR and Compensation Committee, approved by the Board on December 16, 2015.

Amended by the HR and Compensation Committee, approved by the Board on December 14, 2016.

Amended by the HR and Compensation Committee, approved by the Board on March 22, 2018.

 

 

Restricted Share Unit Plan   
Adopted on May 6, 2009      9  

Exhibit 99.61

 

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Prometic Life Sciences Inc.

Amended and Restated Stock Option Plan

 

1.

Purpose of the Plan

 

  1.1

The purpose of this stock option plan (the “Plan”) is to provide directors, officers, employees and service providers of Prometic Life Sciences Inc. (“Prometic”) and its subsidiaries (Prometic and its subsidiaries, present and future, being hereinafter referred to collectively as the “Corporations”) with a proprietary interest through the granting of options to purchase shares of Prometic, subject to certain conditions as hereinafter set forth, for the following purposes:

 

  1.1.1.

to increase the interest in the Corporations’ welfare of those directors, officers, employees and service providers who share primary responsibility for the management, growth and protection of the business of the Corporations; and

 

  1.1.2.

to furnish an incentive to such directors, officers, employees and service providers to enter and continue their employment and services with the Corporations.

 

  1.2

For the purposes of the Plan, a subsidiary of Prometic shall be a corporation whose voting rights are more than 50% controlled, directly or indirectly, by Prometic.

 

2.

Administration of the Plan

 

  2.1

The Plan shall be administrated by the HR and Compensation Committee of Prometic, under the oversight of the Board of Directors of Prometic (the “Board”). The Committee may delegate the administration of the Plan to a third party. The expenses of administering the Plan shall be borne by the Corporation.

 

  2.2

The interpretation, construction and application of the Plan and any provisions thereof made by the Board shall be final and binding on all holders of options granted under the Plan and all persons eligible under the provisions of the Plan to participate therein. No member of the Board shall be liable for any action taken or for any determination made in good faith in the administration, interpretation, construction or application of the Plan.


3.

Granting of Options

 

  3.1

The Board may, from time to time, designate directors, officers, full-time employees and service providers of the Corporations to whom options to purchase Common Shares in the share capital of Prometic (the “Shares”) may be granted and the number of Shares to be optioned to each, provided that:

 

  3.1.1

the total number of Shares to be optioned to any one individual shall not exceed five percent (5%) of the total of the issued and outstanding Shares;

 

  3.1.2

the aggregate value of the participation in equity plans of any one non-executive director in any 12-month period shall not exceed $150,000 CAD at the date of grant, of which no more than $100,000 CAD can be provided in the form of stock options.

 

  3.1.3

the total number of Shares to be optioned under the Plan shall not exceed the number provided in subsection 4.1 hereof;

 

  3.1.4

the total number of Shares i) issued to Insiders1 of Prometic within any one-year period, and ii) issuable to Insiders1 of Prometic, at any time, under the Plan or when combined with all other security based compensation arrangements of Prometic (collectively, the “Share-Based Plans”), cannot exceed ten percent (10%) of the issued and outstanding Shares; and

 

  3.1.5

the total number of Shares issued to any one Insider1 under the Share-Based Plans (less Shares already issued as compensation to Insiders1) within a one-year period shall not exceed five percent (5%) of the Shares outstanding on the date of issuance of such Shares.

 

  3.2

Options may only be granted by Prometic pursuant to decisions of the Board. No option shall be granted to any person who is not a director, officer, full-time employee or service provider of any of the Corporations.

 

  3.3

The granting of options hereunder and the ensuing obligation of Prometic to deliver Shares shall be subject to Prometic obtaining the approval of any competent authority which may be required in connection with the granting of options or the authorization, issuance or sale of the optioned shares and, if applicable, Prometic having listed the optioned Shares on any stock exchange on which Shares may then be listed. Prometic shall use its best efforts to obtain all necessary approval to give effect to this Plan.

 

4.

Shares Subject to the Plan

 

  4.1

The maximum number of Shares which may be optioned under the Plan, subject to the provisions of Section 8 hereof, shall be 40,634,585;

 

  4.2

The Shares, in respect of which options are not exercised before their expiry, shall be available for subsequent options to be granted hereunder.

 

1 

As defined in the TSX Company Manual.

 

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5.

Option Price

The Board shall fix the option price per share for Shares, which are the subject of any option, when such option is granted. The option price shall be determined by the Board in its entire discretion, except that if the Shares are listed on any stock exchange at the time of the grant of the option, the option price shall not be lower than the volume weighted average trading price of the Shares on the Toronto Stock Exchange, or another stock exchange where the majority of the trading volume and value of the Shares occurs, for the last five (5) trading days immediately preceding the day on which the option is granted; said volume weighted average trading price shall be calculated outside of a blackout period. The volume weighted average trading price of the Shares shall be calculated by dividing the total value by the total volume Shares traded for the relevant period.

 

6.

Conditions Governing Options

 

  6.1

Options may be evidenced by a stock option agreement in such form not inconsistent with the Plan as the Board may from time to time determine, provided that the substance of the following be included therein:

 

  6.1.1

Employment

The granting of an option to a director, officer, full-time employee or service provider (hereinafter the “optionee”) shall not impose upon any of the Corporations any obligation to retain the optionee in its employ or hire or to preserve the office of the optionee.

 

  6.1.2

Option Term

The period during which an option is exercisable shall not, subject to the provisions of the Plan, exceed ten (10) years from the date the option is granted.

In the absence of any other specifications made by the Board at the time of the grant, an option shall expire five (5) years following its date of grant.

 

  6.1.3

Exercise of Options

Prior to its expiration or earlier termination in accordance with the Plan, each option shall be exercisable as to the whole or any portion thereof at the time or times stipulated. The Board may, at the time of granting a particular option, impose such conditions as it shall determine in its sole discretion regarding the time or times at which the option may be exercised in whole or in part; in default of any other specifications made by the Board at the time of its grant, an option shall be exercisable at a cumulative rate of 25% per year calculated from the date of grant of the option.

 

  6.1.4

Non-assignability of Options

Each option granted hereunder is personal to the optionee and shall not be assignable or transferable by the optionee, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased optionee. No option granted hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of on pain of nullity; each option granted hereunder may be exercised only the optionee.

 

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  6.1.5

Effect of Termination of Office or Employment or of Death

Unless the Board determines otherwise by resolution:

 

  6.1.5.1

Upon an optionee’s employment with any of the Corporations being terminated for cause or upon an optionee ceasing to be a director or officer of any of the Corporations by reason of his being removed or becoming disqualified for cause from being a director or officer by law, any vested and unvested option granted to him shall terminate forthwith.

 

  6.1.5.2

Upon an optionee’s employment with any of the Corporations being terminated (except in the case of transfer from one Corporation to another Corporation contemplated herein) otherwise than by reason of death, termination for cause, retirement at legal retirement age in the country of residence of the optionee, resignation or upon an optionee ceasing to be a director or officer of any of the Corporations other than by reason of death, removal or disqualification by law, any vested option granted to such optionee may be exercised by him only for that number of Shares which he was entitled to acquire under the option pursuant to paragraph 6.1.3 hereinabove at the time of such termination or cessation. Such option shall be exercisable prior to the expiration of the term of the option.

 

  6.1.5.3

Upon an optionee’s resignation of employment from any of the Corporations, any vested option granted to such optionee may be exercised by him only for that number of Shares which he was entitled to acquire under the option pursuant to paragraph 6.1.3 hereinabove at the time of such resignation. Such option shall only be exercisable within ninety (90) days after such resignation or prior to the expiration of the term of the option, whichever occurs earlier.

 

  6.1.5.4

If an optionee dies while employed by any of the Corporations or while serving as a director or officer of any of the Corporations, any vested option granted to such optionee may be exercised by a legal successor of such optionee for that number of Shares which he was entitled to acquire under the option pursuant to paragraph 6.1.3 hereinabove at the time of his death. Such option shall be exercisable prior to the expiration of the term of the option.

 

  6.1.5.5

If an optionee retires from any of the Corporations, at legal retirement age in the optionee’s country of residence, any vested option granted to such optionee may be exercised by him only for that number of Shares which he was entitled to acquire under the option pursuant to paragraph 6.1.3 hereinabove at the time of such resignation. Such option shall be exercisable prior to the expiration of the term of the option.

 

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  6.1.5.6

If an optionee ceases to be a director of any of the Corporations other than by reason of his being removed or becoming disqualified from being a director, any vested option granted to such optionee may be exercised by him prior to the expiration of the term of the option on the understanding that all options granted to directors vest, pro rata to his time served on the Board, on a quarterly basis and become fully vested after a year.

 

  6.1.5.7

In the case of optionees who are service providers to the Corporations, the service agreement pursuant to which their services are to be rendered to the Corporations shall govern the conditions upon which their options may terminate.

For greater clarity, unvested options shall immediately be cancelled upon the occurrence of any of the events in this Section 6.1.5.

 

  6.1.6

Rights as a Stockholder

The optionee (or his personal representatives or legatees) shall have no rights whatsoever as a shareholder in respect of any Shares covered by his option until the date of issuance of a share certificate to him (or his personal representatives or legatees) for such Shares. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued.

 

  6.1.7

Method of Exercise

Subject to the provisions of the Plan, an option granted under the Plan shall be exercisable (from time to time as provided in paragraph 6.1.3 hereinabove) by the optionee (or his personal representatives or legatees) by electronic exercise through the platform offered by Prometic’s stock plan administrator, including by way of “cashless exercise” procedures, accompanied by payment in full by cash, certified cheque or money order of the exercise price, for the number of options for which such exercise is made, unless the optionee elects to do a “cashless exercise”.

On the date of issue of the certificate representing the Shares purchased under the option, the optionee shall be considered as the registered holder of such number of Shares as the optionee (or his personal representatives or legatees) shall have then paid for and specified in such notice and the plan administrator shall cause the transfer agent and registrar of Prometic to deliver to the optionee (or his personal representatives or legatees), according to the latter’s written instructions, if any, a certificate in the name of the optionee representing such Shares. If required by the Board by notification to the optionee at the time of granting of the option, it shall be a condition of such exercise that the optionee shall represent that he is purchasing the Shares in respect of which the option is being exercised for investment only and not with a view of resale or distribution.

 

Stock Option Plan    Page | 5


  6.1.8

Black Out Periods

Should the expiration of the term of an option or the exercise period provided for in sections 6.1.5.2 to 6.1.5.6 above fall within a period during which designated employees of the Corporation cannot trade the Shares pursuant to Prometic’s insider trading policy which is in effect at that time (which, for greater certainty, does not include the period during which a cease trade order is in effect to which Prometic or in respect of an insider, that insider is subject) (a “Black Out Period”), such expiration date or exercise period shall be automatically extended without any further act or formality to that date which is the tenth business day after the end of the Black Out Period, such tenth business day to be considered the expiration of the term of such option for all purposes under the Plan. Notwithstanding section 9.1, the ten business day period referred to in this subsection 6.1.8 may not be extended by the Board.

 

  6.2

Tax

 

  6.2.1

Each optionee shall be responsible for paying all income and other taxes applicable to transactions involving the options held by Solium (the “Administrative Agent) on his or her behalf, including, without limitation, any taxes payable on:

 

  (a)

exercise of the options;

 

  (b)

the sale or other disposition of Prometic Shares;

 

  (c)

dividends (whether cash or otherwise) or other distributions paid on the Shares.

 

  6.2.2

The Administrative Agent is authorized to deduct, or cause to be deducted, from any amounts payable to an optionee, any amounts which are required to be withheld on account of taxes, and the Administrative Agent or Prometic must remit all amounts deducted in accordance with the Income Tax Act (Canada) and the regulations thereunder or equivalent thereof in other jurisdictions.

 

  6.2.3

Following the end of each calendar year, the Administrative Agent or Prometic shall provide each optionee with tax reporting forms as required in respect of dividend and other investment income earned during such calendar year by such optionee pursuant to the Plan, the whole in compliance with the standard tax reporting timelines existing in the relevant optionee jurisdiction.

 

7.

Use of Proceeds

The proceeds received by Prometic upon the exercise of options by optionees shall be used to increase the working capital of Prometic and for general corporate purposes.

 

Stock Option Plan    Page | 6


8.

Adjustment to Shares Subject to the Option

In the event that the outstanding Shares of Prometic are hereafter changed into or exchanged for a different number or kind of shares or other securities of Prometic or of another corporation, or in the event that there is a reorganization, amalgamation, consolidation, reclassification, dividend payable in capital stock or other change in the capital stock of Prometic, the Board shall make such adjustments as it deems appropriate in the number and kind of shares for the purchase of which options may be granted under the Plan and such adjustments shall be final and binding.

 

9.

Amendment or Discontinuance of the Plan

 

  9.1

(A) Without limiting the generality of any other provision hereof and subject to compliance with applicable laws, rules and regulations of, and receipt of any required approvals from, any stock exchange on which the Shares of Prometic are listed or applicable regulatory authority, the Board shall have full power and authority to amend, suspend or discontinue the Plan at any time, or amend the terms of any previously granted option (except for those listed in Section 9.1(B) below), without obtaining shareholder approval, including without limitations, the following type of amendments:

 

  (i)

any limitation of conditions on participation in the Plan (other than to the eligibility for participation);

 

  (ii)

any amendment to any terms upon which options may be granted and exercised, including but not limited to, the terms relating to the amount and payment of the option price, vesting, expiry and adjustment of options, or the addition or amendment of terms relating to the provision of financial assistance to optionees or of any cashless exercise features;

 

  (iii)

any amendment to the Plan to permit the granting of deferred or restricted share unit under the Plan or to add or to amend any other provisions which would result in participants receiving securities of the Corporation while no cash consideration is received by the Corporation;

 

  (iv)

any change that is necessary or desirable to comply with applicable laws, rules or regulations or any stock exchange on which the shares of the Corporation are listed;

 

  (v)

any correction or rectification of any ambiguity, defective provision, error or omission in the Plan;

 

  (vi)

any amendment to the definitions contained in the Plan and any other amendments of a clerical nature; and

 

  (vii)

any amendment to the terms relating to the administration of the Plan;

provided that such amendments to the terms of any previously granted option may not lead to significant or unreasonable dilution in the Corporation’s outstanding securities or provide additional benefits to eligible participants, especially insiders, at the expense of the Corporation and its existing security holders, in which case approval of the shareholders of the Corporation must be obtained.

 

Stock Option Plan    Page | 7


(B) The prior approval of the holders of a majority of the votes attached to all shares of the Corporation is required if the amendments relate to the following:

 

  (i)

any amendment to increase the maximum number of Shares issuable under the Plan, except for adjustments in the event that such Shares are subdivided, consolidated, converted or reclassified by the Corporation or that any other action of a similar nature affecting such Shares is taken by the Corporation;

 

  (ii)

any amendment to reduce the exercise price or purchase price of any option;

 

  (iii)

any amendment to extend the term of any option;

 

  (iv)

any amendment to make a change to the class of persons eligible to participate under the Plan; and

 

  (v)

any amendment which would permit any option granted under the Plan to be transferable or assignable other than by will or under succession laws (estate settlement);

provided that Shares held directly or indirectly by insiders benefiting from the amendments in (B) (ii) and (iii) shall be excluded when obtaining such shareholder approval.

 

  9.2

Notwithstanding anything contained to the contrary in this Plan or in any resolution of the Board in implementation thereof:

 

  9.2.1

in the event Prometic proposes to amalgamate, merge or consolidate with any other corporation (other than with a wholly-owned subsidiary of Prometic) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Shares or any part thereof shall be made to all holders of Shares, Prometic shall have the right, upon written notice thereof to each optionee holding options under this Plan, to permit the exercise of all such options within the thirty (30) day period next following the date of such notice and to determine that upon the expiration of such thirty (30) day period, all rights of optionees to such options or to exercise same (to the extent not therefore exercised) shall ipso facto terminate and cease to have any further force or effect whatsoever;

 

  9.2.2

the Board may, by resolution, advance the date on which any option may be exercised, in the manner to be set forth in such resolution. The Board shall not, in the event of any such advancement, be under any obligation to advance the date upon which any option may be exercised by any other optionee; and

 

  9.2.3

The Board may, by resolution, but subject to applicable regulatory provisions, decide that any of the provisions hereof concerning the effect of termination of the optionee’s employment or cessation of the optionee’s office as officer or director shall not apply for any reason acceptable to the Board.

 

10.

Other Material Information

Reference is made to the Annual Report of Prometic for the last ended financial year as regards certain facts relating to Prometic, which may be material.

 

Stock Option Plan    Page | 8


11.

Effective Date of the Plan

This plan was originally adopted by the Board on November 4, 1997 and amended on August 11, 1999, on May 24, 2000, on May 15, 2002, on December 19, 2005, on May 7, 2008, March 10, 2010, August 10, 2010, November 13, 2012, May 8, 2013, August 8, 2013, May 11, 2016, December 14, 2016, March 23, 2017, May 10, 2017 and further amended on May 9, 2018. Should changes be required in this Plan by any securities commission or other governmental body of any province of Canada to which this Plan has been submitted or by any stock exchange on which the Shares may from time to time be listed, such changes shall be made in this Plan in accordance with Section 9 hereof as are necessary to conform with such requests and if such changes are approved by the Board, this Plan, as amended, shall remain in full force and effect in its amended form as of and from August 10, 2010.

 

Stock Option Plan    Page | 9

Exhibit 99.62

 

LOGO


LOGO

 

Restricted Share Unit Plan

 

1.

Purpose

The Plan is intended to enhance the Corporation’s ability to attract and retain talented individuals to serve as executive officers or in key management positions within the Corporation and of its Subsidiaries, to reward these participants and to promote an alignment of interests between such participants and the shareholders of the Corporation.

 

2.

Definitions

As used in this Plan, the following terms have the following meanings:

“Board” means the Board of Directors of the Corporation.

“CEO” means the chief executive officer of the Corporation.

“Committee” means the Human Resources and Compensation Committee of the Board or such other committee of the Board as may from time to time be responsible for matters relating to executive compensation.

“Common Share” means a common share in the capital of the Corporation as constituted at the date hereof or any shares or other securities into which such common share may have been changed, reclassified, subdivided, consolidated or converted.

“Corporation” means Prometic Life Sciences Inc. or a successor thereof.

“Cycle” means the three (3) year period from the 1st day of the financial year during which a grant is made to the last day of the second financial year following the financial year during which a grant has been made.

“Expiration Date” means the date at which any RSU granted outside of a Cycle expires, which shall need to fall on the last day of a given financial quarter.

“Long-Term Disability” means a permanent disability due to a medical condition that prevents a Participant, physically or mentally, from executing his or her job due to an absence from work for a period that exceeds 26 weeks and is expected to be permanent; such medical condition and long-term status requiring written evidence thereof from an appropriate professional, unless otherwise waived by the CEO and/or by the medical examiner selected by the Corporation’s group insurance plan carrier.

“Participant” means the CEO, chief operating officer, chief financial officer, chief legal officer, chief medical officer, any vice-presidents, employee directors or employee director-level executives and any other officers or management members of the Corporation, or of a Subsidiary, who have been granted RSUs as designated in writing by the Committee, upon the recommendation of the CEO and subject to the Board’s approval. Notwithstanding anything herein to the contrary, the Board shall have, at all times, the power to cancel, annul, rescind or otherwise remove a Participant’s designation or position as qualifying as a Participant under this Plan. For greater certainty, such action by the Board shall not affect any RSUs already credited to such individual’s account in accordance with Section 8 hereof.

 

 

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“Plan” means this Restricted Share Unit Plan, as it may be amended from time to time.

“Restricted Share Unit” or “RSU” means a unit granted to a Participant representing the right to receive an equivalent number of fully paid Common Shares upon satisfaction of the Vesting Conditions.

“Administrative agent” means Solium Capital Inc., the administrative agent of the Corporation’s share-based compensation.

“Subsidiary” means a corporation whose voting rights are more than 50% controlled, directly or indirectly, by the Corporation.

“Termination” means a Participant who ceases to be an employee of the Corporation or of a Subsidiary for any reason other than the transfer of the Participant to the employment of another Subsidiary or of the Corporation.

“Vesting Conditions” means the criterion (performance based and/or time based) to be achieved in order for the RSUs or any portion thereof to become vested from time to time, in whole or in part, which criterion must be established by the Committee, upon the recommendation of the CEO, and approved by the Board.

 

3.

Effective Date

After having obtained all of the required regulatory and shareholder approvals, the Plan has been in effect since May 6, 2009 and governs all RSUs granted after said date.

4.

Maximum Number of Common Shares under the Plan

The maximum number of Common Shares that may be issued by the Corporation to Participants under this Plan shall not exceed 38,360,248 Common Shares. Upon the cancellation of any unvested RSUs in accordance with the provisions of the Plan, the Common Shares underlying such RSUs shall be available for other RSUs to be granted from time to time under this Plan.

 

5.

Maximum Number of Common Shares to Insiders1

The number of Common Shares issuable to insiders of the Corporation, at any time, under all security-based compensation arrangements, cannot, in the aggregate, exceed 10% of the issued and outstanding Common Shares of the Corporation. The number of Common Shares issued to insiders of the Corporation within any one year period, under all security-based compensation arrangements, cannot, in the aggregate, exceed 10% of the issued and outstanding Common Shares of the Corporation.

 

6.

Participation in the Plan

Participation in the Plan starts upon the first grant of RSU(s) to a Participant.

 

7.

Administration of Plan

The Plan shall be administered by the Committee, under the oversight of the Board. The Committee may correct any defect or rectify any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation, construction

 

1 

As defined in the TSX Company Manual

 

 

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and administration of the Plan, or any action, all as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned for all purposes. Neither the Committee or the Corporation, nor any of their respective members, officers or employees, as applicable, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan. The Committee’s members and the Corporation’s employees shall be entitled to indemnification by the Corporation in respect of any claim, loss, damage or expense (including legal fees and disbursements) arising therefrom to the fullest extent permitted by law. The Committee may delegate the administration of the Plan to a third party. The expenses of administering the Plan shall be borne by the Corporation.

 

8.

Grant of RSUs

Notwithstanding anything to the contrary in this Plan, the Committee, periodically, in consultation with the CEO and subject to the Board’s approval, will determine the size of grants in respect of any Participant or class of Participants, together with the applicable Vesting Conditions. The Corporation shall notify each Participant in writing of the number of RSUs to be granted and of the Vesting Conditions thereof. Granted RSUs do not provide a Participant with any shareholder’s rights.

9.

Vesting of RSUs Issued under this Plan

 

  9.1

Time-Based Vesting

Unless determined otherwise by the Board, and subject to the Vesting Conditions, each RSU will vest and will be eligible for conversion and release in accordance with Section 11, at the rate of 33 1/3 % on each December 31st within the Cycle. The Board may, in its discretion, permit the immediate vesting, and conversion, of all or any portion of an unvested RSU.

 

  9.2

Conditions-Based Vesting for RSUs granted within or outside a Cycle.

a) RSUs granted prior to May 10, 2017

At each regular Board meeting , the Board shall determine which Vesting Conditions of any previously granted RSUs were achieved. The relevant RSUs for which the Vesting Conditions were deemed to be achieved by the Board will become vested, in whole or in part, based on the level of achievement of said Vesting Conditions, and will be eligible for conversion and release in accordance with Section 11 herein.

b) RSUs granted on or after May 10, 2017

At the end of each Cycle, the Board shall determine which Vesting Conditions of RSUs granted were achieved. The relevant RSUs for which the Vesting Conditions were deemed to be achieved by the Board will become vested, in the percentage determined by the Board based on the level of achievement of said Vesting Conditions, and will be eligible for conversion and release in accordance with Section 11 herein.

 

 

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Regardless of the timing when RSUs were granted, the Board has until the 31st day of March following the end of a Cycle, or 90 days following an Expiration Date, to determine which Vesting Conditions were achieved under the relevant Cycle or grant period (if the RSUs were granted outside of a Cycle). RSUs in respect of which the Vesting Conditions are not deemed to be met by these deadlines shall be automatically cancelled, unless determined otherwise by the Board.

 

10.

Effect of Termination of Employment or of Death

 

  10.1

Unless determined otherwise by the Board, in the case of a Participant’s Termination before the end of a Cycle or before the Expiration Date, other than a Participant’s death or Long-Term Disability in the circumstances described in paragraph 10.2 below and other than for just cause or by resignation of a Participant, all vested RSUs shall be converted and released in accordance with Section 11 no later than 90 days following the termination date. All unvested RSUs shall be cancelled as at the date of termination.

 

  10.2

Unless determined otherwise by the Board, in the case of a Participant’s Termination because of death after the end of the second year of a Cycle or before the Expiration Date, or if such Participant is deemed to be on Long-Term Disability after the end of the second year of such Cycle, or before such Expiration Date, the RSUs will continue to remain in force until the end of the Cycle, or until the Expiration Date, and will be eligible for vesting and ultimately for conversion and release in accordance

  with Section 11, for a period of 90 days following the end of such Cycle or such Expiration Date, provided that the Vesting Conditions have been met at the end of such Cycle or at such Expiration Date.

 

  10.3

Unless determined otherwise by the Board, in the case of a Participant’s Termination for just cause or a Participant resigning from his position, all RSUs shall be cancelled immediately as of the date on which the Participant is advised of the Termination, or as of the Participant’s effective resignation date, without taking into account any applicable notice period or severance payments made in lieu of such notice.

 

11.

Conversion and Release of RSUs

At the date on which RSUs become vested as approved by the Board, provided that the Participant, or his succession, still qualifies as a Participant on such date, and subject to paragraphs 10.1 to 10.3 above, the Participant, or the executor, liquidator, administrator or trustee of the estate of the Participant, is entitled to receive, with respect to such portion of the RSU which has vested, an amount equal to one Common Share for each RSU (the “Payout Amount”). The Payout Amount shall be satisfied by the issuance from treasury of a number of Common Shares equal to the Payout Amount, subject to any required regulatory authorities’ approval. Said Common Shares may be sold on the open market at the Participant’s discretion, including on the Administrative Agent’s trading platform.

The Common Shares issued under the Plan shall be considered fully paid in consideration of past services rendered that are not less in value than the value of such Common Shares.

 

 

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12.

Tax

 

  12.1

Each Participant shall be responsible for paying all income and other taxes applicable to transactions involving the RSUs held by the Administrative agent on his or her behalf, including, without limitation, any taxes payable on:

 

  (a)

conversion and release of the RSUs;

 

  (b)

the sale or other disposition of the Common Shares;

 

  (c)

dividends (whether cash or otherwise) or other distributions paid on the Common Shares;

 

  12.2

The Administrative agent is authorized to deduct, or cause to be deducted, from any amounts payable to a Participant, any amounts which are required to be withheld on account of taxes, and the Administrative agent must remit all amounts deducted in accordance with the Income Tax Act (Canada), and the regulations thereunder legislation or equivalent thereof in other jurisdictions.

 

  12.3

Following the end of each calendar year, the Administrative agent or the Corporation shall provide each Participant with tax reporting forms as required in respect of dividends and other investment income earned during such calendar year by such Participant pursuant to the Plan, the whole in compliance with the standard tax reporting timelines existing in the relevant Participant jurisdiction.

13.

Adjustments and Reorganizations

Subject to section 17.2, in the event of any stock dividend (other than a dividend which may be paid in cash or in shares at the option of the shareholder), stock split, combination or exchange of shares, merger, consolidation, recapitalization, amalgamation, plan of arrangement, reorganization, spin off or other distribution (other than normal cash dividends) of the Corporation’s assets to shareholders or any other change affecting the Common Shares, such adjustments as are required to reflect such change shall be made with respect to the number of RSUs in the accounts maintained for each Participant, provided that no fractional RSUs shall be issued to Participants and the number of RSUs to be issued in such event shall be rounded down to the next whole number of RSUs.

 

14.

Transferability of RSUs

The rights and interests of a Participant in respect of the RSUs held in such Participant’s account shall not be transferable or assignable other than by will or the laws of succession to the executor, liquidator, administrator or trustee of the estate of the Participant or, subject to applicable law, to a dependent or relation, including without limitation a spouse of the Participant.

 

15.

No Right to Service

Neither participation in the Plan nor any action under the Plan shall be construed to give any Participant a right to be retained as an employee of the Corporation or of any Subsidiary.

 

 

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May 9, 2018      6  


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16.

Successors and Assigns

The Plan shall be binding on all successors and assigns of the Corporation and a Participant, including without limitation, the estate of such Participant and the executor, liquidator, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

 

17

Plan Amendment

 

  17.1

(A) Without limiting the generality of any other provision hereof and subject to compliance with applicable laws, rules and regulations of, and receipt of any required approvals from, any stock exchange on which the Common Shares of the Corporation are listed or applicable regulatory authority, the Board shall have full power and authority to amend, suspend or discontinue the Plan at any time, or the terms of any previously granted RSU, without obtaining shareholder approval (except for those listed in Section 17.1(B) below), including without limitations, the following type of amendments:

 

  (i)

any limitation of conditions on participation in the Plan (other than relating to the eligibility for participation);

 

  (ii)

any amendment to any terms upon which RSUs may be granted and exercised, including but not limited to, the Vesting Conditions; any change that is necessary or desirable to comply with applicable laws, rules or regulations or any stock exchange on which the Common Shares of the Corporation are listed;

  (iii)

any correction or rectification of any ambiguity, defective provision, error or omission in the Plan;

 

  (iv)

any amendment to the definitions contained in the Plan and any other amendments of a clerical nature; and

 

  (v)

any amendment to the terms relating to the administration of the Plan;

provided that such amendments to the terms of any previously granted RSU may not lead to significant or unreasonable dilution in the Corporation’ s outstanding Common Shares or provide additional benefits to eligible Participants, especially insiders, at the expense of the Corporation and its existing security holders, in which case approval of the shareholders of the Corporation must be obtained.

(B) The prior approval of the holders of a majority of the votes attached to all Common Shares of the Corporation is required if the amendments relate to the following:

 

  (i)

any amendment to increase the maximum number of Common Shares issuable under the Plan, except for adjustments in the event that such Shares are subdivided, consolidated, converted or reclassified by the Corporation or that any other action of a similar nature affecting such Common Shares is taken by the Corporation;

 

  (ii)

any amendment to make a change to the class of persons eligible to participate under the Plan; and

 

  (iii)

any amendment which would permit any RSU granted under the Plan to be transferable or assignable other than by will or under succession laws (estate settlement);

 

 

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provided that Common Shares held directly or indirectly by insiders benefiting from the amendments in (B) (ii) and (iii) shall be excluded when obtaining such shareholder approval.

 

  17.2

Notwithstanding anything contained to the contrary in this Plan or in any resolution of the Board in implementation thereof:

 

  17.2.1

in the event the Corporation proposes to amalgamate, merge or consolidate with any other Corporation (other than with a wholly-owned Subsidiary of the Corporation) or to liquidate, dissolve or wind-up, or in the event an offer to purchase the Common Shares or any part thereof shall be made to all holders of Common Shares, the Corporation shall have the right, upon written notice thereof to each Participant holding RSUs under this Plan, to permit the conversion and release of all such RSUs within the thirty (30) day period next following the date of such notice and to determine that upon the expiration of such thirty (30) day period, all rights of Participants to convert such RSUs shall ipso facto terminate and cease to have any further force or effect whatsoever;

  17.2.2

the Board may, by resolution, but subject to applicable regulatory provisions, decide that any of the provisions hereof concerning the effect of termination of the Participant’s employment or cessation of the Participant’s designation or position qualifying for a Participant status shall not apply for any reason acceptable to the Board.

 

18.

Plan Termination

The Committee, upon the recommendation of the CEO and subject to approval of the Board may, in its sole discretion and without the consent of any Participant, terminate the Plan at any time by giving written notice thereof to each Participant. Following termination of the Plan, additional RSUs shall not be granted to the Participants. Previously granted RSUs shall become vested as per the Vesting Conditions described under Section 9, with their conversion and release being governed by Section 11.

 

19.

Governing Law

The validity, construction and effect of the Plan and any actions taken or relating to the Plan shall be governed by the substantive laws, but not the choice of law rules, of the Province of Québec and the laws of Canada applicable thereto.

This Plan was originally adopted on May 6, 2009, and amended on August 8, 2013, February 26, 2014, December 17, 2014, February 2, 2015, by the shareholders on May 13, 2015, December 16, 2015, December 14, 2016, March 22, 2018 and by the shareholders on May 9, 2018.

 

 

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May 9, 2018      8  

Exhibit 99.63

FOURTH LOAN AGREEMENT

Dated November 30, 2017

between

STRUCTURED ALPHA LP

as Lender

- and -

PROMETIC LIFE SCIENCES INC.

as Borrower

- and -

PROMETIC BIOTHERAPEUTICS INC.

as a Guarantor

- and -

PROMETIC BIOSEPARATIONS LTD

as a Guarantor

- and -

PROMETIC BIOSCIENCES INC.

as a Guarantor

- and -

PROMETIC BIOPRODUCTION INC.

as a Guarantor

- and -

NANTPRO BIOSCIENCES, LLC

as a Guarantor

- and -

PROMETIC PLASMA RESOURCES INC.

as a Guarantor

- and -


PROMETIC PHARMA SMT HOLDINGS LIMITED

as a Guarantor

- and -

PROMETIC PHARMA SMT LIMITED

as a Guarantor

- and -

PROMETIC BIOTHERAPEUTICS LTD

as a Guarantor

- and -

TELESTA THERAPEUTICS INC.

as a Guarantor

- and -

PROMETIC PLASMA RESOURCES USA INC.

as a Guarantor

 

- 2 -


TABLE OF CONTENTS

 

         Page  
ARTICLE 1     

INTERPRETATION

     2  

1.1

 

Definitions

     2  

1.2

 

Invalidity, etc.

     12  

1.3

 

Currency

     12  

1.4

 

Governing Law

     12  

1.5

 

This Agreement to Govern

     12  
ARTICLE 2     

THE FACILITY

     13  

2.1

 

Loan

     13  

2.2

 

Not Revolving

     13  

2.3

 

Purpose

     13  

2.4

 

Evidence of Obligations

     13  

2.5

 

Repayment/Prepayment

     13  

2.6

 

Manner of Payment

     14  

2.7

 

Application of Payments

     14  
ARTICLE 3     

INTEREST, FEES AND EXPENSES

     14  

3.1

 

Interest

     14  

3.2

 

Payment of Costs and Expenses

     14  

3.3

 

Indemnity

     15  

3.4

 

Unpaid Amounts

     15  

3.5

 

Maximum Interest Rate

     15  
ARTICLE 4     

BOARD RIGHTS

     16  

4.1

 

Issuance of Warrant #7

     16  

4.2

 

Board Rights

     16  
ARTICLE 5     

SECURITY

     16  

5.1

 

Security Pursuant to the Other Loan Agreements

     16  

5.2

 

Security Pursuant to this Agreement

     17  

5.3

 

Security Effective Notwithstanding Date of Loan

     18  

5.4

 

Security Release

     18  

5.5

 

Further Assurances – Security

     18  

5.6

 

Subordination by the Lender

     18  
ARTICLE 6     

REPRESENTATIONS AND WARRANTIES

     19  

6.1

 

Representations and Warranties of the Borrower and Obligors

     19  

6.2

 

Representations and Warranties of the Lender

     23  

6.3

 

Survival of Representations and Warranties

     23  

 

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TABLE OF CONTENTS

(continued)

 

         Page  
ARTICLE 7     

COVENANTS

     24  

7.1

 

Affirmative Covenants

     24  

7.2

 

Lender Entitled to Perform Covenants

     26  

7.3

 

Negative Covenants

     26  
ARTICLE 8     

CONDITIONS PRECEDENT

     28  

8.1

 

Conditions Precedent to the First Tranche

     28  

8.2

 

Conditions Precedent to the Second Tranche

     29  
ARTICLE 9     

EVENTS OF DEFAULT AND REMEDIES

     29  

9.1

 

Events of Default

     29  

9.2

 

Remedies Upon Default

     31  

9.3

 

Specific Performance

     32  

9.4

 

Set-Off/Cancellation of Principal

     32  

9.5

 

Distributions

     33  
ARTICLE 10     

GENERAL

     33  

10.1

 

Non-Disparagement

     33  

10.2

 

Amendment and Waiver

     33  

10.3

 

Notices

     33  

10.4

 

Further Assurances

     34  

10.5

 

Assignment

     34  

10.6

 

Counterparts

     35  

10.7

 

Entire Agreement

     35  

10.8

 

Termination

     35  
ARTICLE 11     

GUARANTEE

     35  

11.1

 

Guarantee

     35  

11.2

 

Indemnity

     35  

11.3

 

Payment and Performance

     36  

11.4

 

Continuing Obligation

     36  

11.5

 

Guarantee Unaffected

     36  

11.6

 

Waivers

     37  

11.7

 

Lender’s Right to Act

     38  

11.8

 

Action or Inaction

     38  

11.9

 

Lender’s Rights

     38  

11.10

 

Demand

     38  

11.11

 

No Representations

     39  

 

-ii-


FOURTH LOAN AGREEMENT

THIS AGREEMENT is made as of November 30, 2017.

BETWEEN:

STRUCTURED ALPHA LP, a Cayman Island exempted limited partnership

(together with its permitted successors and assigns, “Lender”),

- and -

PROMETIC LIFE SCIENCES INC., a Canadian corporation

(together with its permitted successors and assigns, “Borrower”),

- and -

PROMETIC BIOTHERAPEUTICS INC., a Delaware corporation

(together with its permitted successors and assigns, “PBT”),

- and -

PROMETIC BIOSEPARATIONS LTD, an Isle of Man company formerly known as Prometic Biosciences Ltd.

(together with its permitted successors and assigns, “PBL”),

- and -

PROMETIC BIOSCIENCES INC., a Canadian corporation

(together with its permitted successors and assigns, “PBI”),

- and -

PROMETIC BIOPRODUCTION INC., a Canadian corporation

(together with its permitted successors and assigns, “PBP”),

- and -

NANTPRO BIOSCIENCES, LLC, a Delaware limited liability company

(together with its permitted successors and assigns, “NantPro”),

- and -

PROMETIC PLASMA RESOURCES INC., a Canadian corporation

(together with its permitted successors and assigns, “PPR”),

- and -

PROMETIC PHARMA SMT HOLDINGS LIMITED, a private limited company incorporated under the laws of England and Wales

(together with its permitted successors and assigns, “Pharma SMT Holdings”),

- and -


PROMETIC PHARMA SMT LIMITED, a private limited company incorporated under the laws of England and Wales

(together with its permitted successors and assigns, “Pharma SMT”),

- and -

PROMETIC BIOTHERAPEUTICS LTD, a private limited company incorporated under the laws of England and Wales

(together with its permitted successors and assigns, “PBT UK”),

- and -

TELESTA THERAPEUTICS INC., a corporation incorporated under the laws of Canada

(together with its permitted successors and assigns, “Telesta”),

- and -

PROMETIC PLASMA RESOURCES USA INC., a Delaware corporation

(together with its permitted successors and assigns, “PPR USA”).

RECITALS:

A. The Borrower has requested that the Lender make available the Loan for the purposes of providing short term working capital, paying transaction expenses and general corporate purposes and as otherwise provided herein.

B. The Lender has agreed to provide the Loan to the Borrower on the terms and conditions set forth herein.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, and other valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

 

1.1

Definitions

For the purposes of this Agreement:

Additional Guarantor has the meaning attributed to such term in Section 11.4(a).

Adjusted Quick Ratio” means, with respect to the Borrower, the ratio of Current Assets to Current Liabilities.

Advance” means, in relation to a Borrowing Notice, an advance made by the Lender to the Borrower in respect of the First Tranche or the Second Tranche in accordance with the terms hereof.

Agreement” means this Fourth Loan Agreement and all Schedules, Exhibits and Appendices attached hereto, as amended, restated, replaced, supplemented or otherwise modified from time to time, in any such case in accordance with Section 10.2.

 

- 2 -


Applicable Law” means, in respect of any Person, property, transaction or event, all applicable laws, statutes, rules, by-laws and regulations, and all applicable official directives, orders, judgments and decrees of governmental bodies having force of law.

Board” means the board of directors of the Borrower.

Borrower” has the meaning attributed to such term in the title Section hereof.

Borrowing Notice” means a notice requesting an Advance substantially in the form attached at Appendix A delivered by the Borrower to the Lender.

Budget” has the meaning attributed to such term in Section 7.1(j).

Business Day” means any day other than Saturday or Sunday on which banks are generally open for business in the Province of Ontario, Province of Quebec, State of Delaware and Isle of Man.

“Capital Grant” means any assistance from any governmental body (including, without limitation, Department of Trade and Industry of Isle of Man (now known as Department of Economic Development)) in the form of capital grants received by any Obligor, the terms of which provide that such capital grant is not repayable by such Obligor except upon the occurrence of certain events, which events are of such nature that their non-occurrence can generally and reasonably be said to fall within the control of the Obligors.

Capital Grant Liens” means Liens over the assets of an Obligor granted or taken in connection with a Capital Grant, to secure the contingent repayment obligations under, pursuant to and in respect of such Capital Grant, to the extent such Liens are required by the terms of such Capital Grant.

“Capital Lease” means any lease which should be treated as a capital lease under GAAP.

Change of Control” means (i) the closing of the sale, lease, exclusive license, transfer or other disposition of all or substantially all of the assets directly or indirectly owned or held by the Borrower, (ii) the consummation of a merger or consolidation of the Borrower with or into another Person except as contemplated in Section 7.3 (d), (iii) the occurrence of any transaction or event as a result of which any Person (or group of Persons) purchases or acquires legal or beneficial ownership, either directly or indirectly, of more than 50% of the voting power of the outstanding Voting Securities, or (iv) a liquidation, dissolution or winding up of the Borrower.

Closing Date” means November 30, 2017.

Collateral” means all currently owned and after-acquired property, assets and undertaking of the Obligors (other than Excluded Property) that are subject, or intended to be subject, to the Liens created by the Security Documents.

Common Shares” means common shares in the capital of the Borrower.

Compliance Certificate” means the certificate required pursuant to Section 7.1(i)(iii), substantially in the form annexed as Schedule 7.1(i)(iii) and signed by a senior officer of the Borrower.

Confirmation of Security Agreement” has the meaning assigned to it in Section 5.2.

 

- 3 -


Current Assets” means, as of any date of determination, the aggregate, in Canadian Dollars, of (i) the Borrower’s consolidated, unrestricted cash and cash equivalents, (ii) the value of the Borrower’s consolidated net billed accounts receivable determined in accordance with GAAP, and (iii) 100% of the book value of the Borrower’s consolidated inventory determined in accordance with GAAP.

Current Liabilities” means, as of any date of determination, the aggregate amount of the Borrower’s Total Liabilities which mature within one year of that date, but excluding (i) the Obligations to the Lender and (ii) advances received from [DELETED - NAME OF ENTITY] as disclosed in the Borrower’s financial statements.

Debt” means, with respect to any Person, at any time:

 

  (a)

all items which would then be classified as liabilities on that Person’s consolidated balance sheet, or the notes thereto, including, without limitation, the Loan; and

 

  (b)

without duplication, any item which is then to that Person:

 

  (i)

an obligation in respect of borrowed money, or for the deferred purchase price of property or services, or an obligation which is evidenced by a note, bond, debenture or any other similar instrument;

 

  (ii)

all Hedging Obligations;

 

  (iii)

a transfer with recourse or with an obligation to repurchase, to the extent of that Person’s liability;

 

  (iv)

an obligation secured by any Lien on any of that Person’s property to the extent attributable to that Person’s respective interest in such property, even though it has not assumed or become liable for its payment;

 

  (v)

any Capital Lease obligations;

 

  (vi)

an obligation arising in connection with bankers’ acceptances, depository bills or depository notes or under letters of credit or letters of guarantee;

 

  (vii)

contingent liabilities relating to letters of credit, letters of guarantee and similar instruments;

 

  (viii)

the aggregate amount at which any shares in that Person’s capital which are redeemable or retractable at the option of the holder of such shares (except where the holder is that Person) may be redeemed or retracted, including the Warrant Obligations; or

 

  (ix)

any other obligation arising under arrangements or agreements that, in substance, provide financing, but for greater certainty, excluding advances received from [DELETED - NAME OF ENTITY] as disclosed in the Borrower’s financial statements.

 

- 4 -


Notwithstanding the foregoing, “Debt” shall exclude any Capital Grants, provided that any Capital Grant that has become repayable in accordance with the terms of such Capital Grant shall be included as Debt.

Default” means any event or condition which, upon notice, lapse of time, or both, would constitute an Event of Default.

[DELETED – DEFINITION OF ELIGIBLE CONVERTIBLE DEBT]

Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust, warrants, options, or any other equity interests in any Person.

Event of Default” has the meaning attributed to such term in Section 9.1.

Excluded Property” means the Obligors’ rights and interests in Patents and consumer goods.

Existing [DELETED - NAME OF ENTITY] Debt” has the meaning attributed to such term in the First Consent and Amendment.

Fifth Consent and Amendment” means the consent and amendment letter dated March 29, 2017 between the Borrower and the Lender executed in connection with the First Loan Agreement and the Second Loan Agreement and relating to [DELETED – DETAILS REGARDING THE NATURE OF AGREEMENT AND NAME OF ENTITIES].

First Consent and Amendment” means the consent and amendment letter dated August 23, 2016 between the Borrower and the Lender executed in connection with the First Loan Agreement and the Second Loan Agreement and relating to [DELETED – NAME OF ENTITY].

First Loan Agreement” means the third amended and restated loan agreement, originally dated as of September 10, 2013, as amended and restated for the first time on July 31, 2014, as amended and restated for the second time on March 31, 2015, as amended and restated for the third time on February 29, 2016, as amended by the First Consent and Amendment, the Second Consent and Amendment, the Third Consent and Amendment, the Fourth Consent and Amendment, the Fifth Consent and Amendment, the Sixth Amendment, the Seventh Consent and Amendment, and as further amended by way of the Omnibus Amendment Agreement dated as of the date hereof, and as may be further amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with Section 10.2 thereof.

First Tranche” means [DELETED – DEFINITION OF FIRST TRANCHE].

Fourth Consent and Amendment” means the consent and amendment Letter dated March 29, 2017 between the Borrower and the Lender executed in connection with the First Loan Agreement and the Second Loan Agreement and relating to [DELETED – NATURE OF TRANSACTION].

GAAP means those accounting principles which the Borrower must comply with as a public corporation and which are recognized as being generally accepted in Canada from time to time as set out by the International Accounting Standards Board, and more specifically, International Financial Reporting Standards (IFRS).

 

- 5 -


Governmental Authority” means any government, parliament, legislature, regulatory authority, agency, ministry, department, commission, board, instrumentality or rule making entity of any government, parliament or legislature, or any court, tribunal, arbitration board or arbitrator or (without limitation to the foregoing) other law, regulation or rule making entity having or purporting to have jurisdiction in the relevant circumstances, or any Person acting or purporting to act under the authority of any of the foregoing (including, without limitation, any arbitrator).

Guarantee” has the meaning attributed to such term in Section 11.1.

Guaranteed Obligations” has the meaning attributed to such term in Section 11.1.

Guarantors means PBT, PBL, PBI, PBP, NantPro, PPR, Pharma SMT Holdings, Pharma SMT, PBT UK, Telesta and any other Additional Guarantor.

Hedge Instrument” means, with respect to any Person, any interest rate, foreign exchange or commodity price risk management agreement or product, including interest rate, currency or commodity exchange or swap agreements, futures contracts, forward rate agreements, interest rate cap agreements and interest rate collar agreements, options and all other agreements or arrangements designed primarily to protect such Person against fluctuations in interest rates, currency exchange rates or commodity prices.

Hedging Obligations” means, with respect to any Person, the Person’s payment obligations under Hedge Instruments calculated on a mark to market basis at the date of determination.

Intercompany Debt” means any Debt owing by any Obligor to another Obligor.

Interest Payment Date” means the last Business Day of each calendar quarter.

Interest Rate” means 8.5% per annum.

Lender” has the meaning attributed to such term in the title Section hereof.

License” has the meaning attributed to such term in the Fourth Consent and Amendment.

Lien” means any lien, pledge, assignment, charge, security interest, hypothec, reservation of ownership, capital lease, levy, deemed trust, execution, seizure, attachment, garnishment or other similar encumbrance.

Loan” has the meaning attributed thereto in Section 2.1.

Loan Documents” means this Agreement, the First Loan Agreement, the Second Loan Agreement, the Third Loan Agreement, the Security Documents, the Warrants, (as of becoming legally effective) [DELETED – NATURE OF AGREEMENTS], and any other agreements, instruments and documents delivered from time to time (both before and after the date of this Agreement) to the Lender by any of the Obligors in connection with this Agreement or any other Loan Document [DELETED – NATURE OF AGREEMENTS], in each case as amended, restated, supplemented, replaced or otherwise modified from time to time in accordance with Section 10.2.

Loan Obligations” means payment obligations in respect of the Loan and any expenses due and payable under Article 3 or the Security Documents.

 

- 6 -


Material Adverse Effect” means a material adverse effect upon (i) the financial condition, assets, business or operations of the Obligors, taken as a whole, (ii) their ability to perform their Obligations under any Loan Document, or (iii) the Collateral.

[DELETED – DEFINITION OF MATERIAL CONTRACT]

Maturity Date” means, subject to Section 2.5(b), the earlier of (i) the second anniversary of the Closing Date, and (ii) acceleration of the Loan by the Lender following the occurrence and continuation of an Event of Default.

MD&A” has the meaning attributed thereto in Section 7.1(i)(ii).

NantPro” means NantPro Biosciences, LLC and its permitted successors and assigns.

Newco” has the meaning ascribed to such term in the Fourth Consent and Amendment.

[DELETED – NATURE OF AGREEMENT].

Obligations” means all indebtedness, liabilities and other obligations of the Obligors to the Lender hereunder, or under any other Loan Documents, whether actual or contingent, direct or indirect, matured or not, now existing or arising hereafter.

Obligors” means the Borrower and each Guarantor.

Omnibus Amendment Agreement” means the Omnibus Amendment Agreement dated as of the Closing Date which makes certain amendments to each of the First Loan Agreement, Second Loan Agreement and Third Loan Agreement.

[DELETED – NATURE OF AGREEMENT]

Other Loan Agreements” means the First Loan Agreement, the Second Loan Agreement and the Third Loan Agreement.

Patents” means patents and patent applications, including (A) all continuations, divisionals, continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon, (B) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (C) the right to sue for past, present, and future infringements thereof, and (D) all of each Obligor’s rights corresponding thereto.

PBI” has the meaning attributed to such term in the title Section hereof.

[DELETED – NATURE OF ASSET]

PBL” has the meaning attributed to such term in the title Section hereof.

PBP” has the meaning attributed to such term in the title Section hereof.

PBT” has the meaning attributed to such term in the title Section hereof.

PBT UK” has the meaning attributed to such term in the title Section hereof.

 

- 7 -


Permitted Debt Payments” means, (i) payment of the amounts owing by PBL to each of Conister Bank and Department of Trade and Industry of Isle of Man (now known as Department of Economic Development) as set forth in payoff letters in form and substance acceptable to the Lender and (ii) scheduled payments in respect of Debt permitted under Section 7.3(b)(iv), (v), (vi) and (vii), scheduled, voluntary, mandatory and post-acceleration payments in respect of Debt permitted under Section 7.3(b)(ix), and payments in respect of the Obligations.

Permitted Encumbrances” means:

 

  (a)

Liens granted to the Lender under the Loan Documents;

 

  (b)

pledges, deposits and Liens under any leases, worker’s compensation laws, unemployment insurance laws or similar legislation; Liens on deposits in connection with bids, tenders and contracts (other than for the payment of debt); deposits of cash or bonds or other direct obligations of the United States, Canada or any Canadian province or Isle of Man or United Kingdom to secure costs of litigation and surety or appeal bonds or deposits as security for import duties or for the payment of rents;

 

  (c)

Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, engineers’ suppliers’ of material, labourers’, materialmens’ and other similar liens or other liens arising out of judgments or awards with respect to which an appeal or other Proceeding for review is being prosecuted (and as to which any foreclosure or other enforcement Proceeding shall have been effectively stayed);

 

  (d)

Liens for taxes, assessments and government charges and levies not yet subject to penalties for non-payment or which are being contested in good faith and by appropriate Proceedings (and as to which foreclosure or other enforcement Proceedings shall have been effectively stayed);

 

  (e)

Liens to public utilities or to any Governmental Authority when required by the utility or other authority in connection with the supply of services or utilities to the Borrower or other Obligors;

 

  (f)

undetermined or inchoate Liens, arising or potentially arising under statutory provisions which have not at the time been filed or registered in accordance with Applicable Law or of which written notice has not been duly given in accordance with Applicable Law or which, although filed or registered, relate to obligations not due or delinquent;

 

  (g)

Liens granted by an Obligor to another Obligor for Intercompany Debt and subordinated in favour of the Lender’s rights under the Security in a manner satisfactory to the Lender acting reasonably;

 

  (h)

Liens securing Debt permitted under Section 7.3(b)(vii);

 

  (i)

Capital Grant Liens;

 

  (j)

Liens granted from time to time to any bank or other financial institution in respect of any guaranteed investment certificate or other similar cash collateral instrument pledged in connection with the issuance of any letter of credit or letter of guarantee permitted pursuant to Section 7.3(b)(v);

 

- 8 -


  (k)

Liens that are contractual rights of set off relating to the establishment of depository relations with banks not given in connection with the issuance of Debt;

 

  (l)

Liens securing Debt permitted under Section 7.3(b)(ix) for so long as the Lender benefits from the highest ranking Lien that Telesta may grant the Lender without breaching the terms of the Debt permitted under Section 7.3(b)(ix); and

 

  (m)

Liens consented to by the Lender in writing;

provided that the Permitted Encumbrances shall not apply to the shares of PRDT owned by an Obligor.

Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative or Governmental Authority.

Per Warrant Exercise Price” has the meaning attributed thereto in Warrant #3.

Pharma SMT” has the meaning attributed to such term in the title Section hereof.

Pharma SMT Holdings” has the meaning attributed to such term in the title Section hereof.

PPR” has the meaning attributed to such term in the title Section hereof.

“PPR USA” has the meaning attributed to such term in the title Section hereof.

PRDT” means Pathogen Removal and Diagnostic Technologies Inc. and its permitted successors and assigns.

Prepaid Amount” has the meaning attributed to such term in Section 9.4.

Principal Amount” means the principal amount of the Loan outstanding under this Agreement from time to time, consisting from time to time of the Advances under the First Tranche plus the Advances under the Second Tranche, less any prepayments permitted under this Agreement.

Proceedings” has the meaning attributed thereto in Section 6.1(g).

[DELETED – NATURE OF TRANSACTION]

[DELETED – NATURE OF AGREEMENT]

[DELETED – CONDITIONS OF ELIGIBLE CONVERTIBLE DEBT]

Second Consent and Amendment” means the consent and amendment letter dated October 28, 2016 between the Borrower and the Lender executed in connection with the First Loan Agreement and the Second Loan Agreement and relating to the [DELETED – NAME OF ENTITY] Subsidiaries.

 

- 9 -


Second Loan Agreement” means the second amended and restated loan agreement, originally dated as of July 31, 2014, as amended and restated for the first time on March 31, 2015, as amended and restated for the second time on February 29, 2016, as amended by the First Consent and Amendment, the Second Consent and Amendment, the Third Consent and Amendment, the Fourth Consent and Amendment, the Fifth Consent and Amendment, the Sixth Amendment, the Seventh Consent and Amendment, and as further amended by way of the Omnibus Amendment Agreement dated the date hereof, and as may be further amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with Section 10.2 thereof.

Second Tranche” means [DELETED – DEFINITION OF SECOND TRANCHE].

Securities Commissions” means, collectively, the securities commissions or other securities regulatory authorities in each of the provinces and territories of Canada.

Securities Laws” means, collectively, all applicable securities legislation in each of the provinces and territories of Canada and the respective regulations made thereunder, together with applicable instruments, rules, policies, policy statements, notices, blanket rulings, decisions and orders, prescribed forms, published fee schedules, and other regulatory instruments issued or adopted by the Securities Commissions and having force of law.

Security” means the Liens, guarantees, pledges and any other performance security granted by the Obligors in favour of the Lender pursuant to the Security Documents.

Security Covenants” means the covenants set out in Sections 7.1(a)(i), 7.1(b), 7.3(b), 7.3(c) and 7.3(g) through 7.3(m).

Security Documents” means the agreements and instruments referred to in Sections 5.1 and 5.2 and any other agreements and instruments delivered from time to time (both before and after the date of this Agreement) by any Obligors to the Lender for the purpose of securing payment or performance of the Obligations, in each case as amended, restated or replaced from time to time, in accordance with Section 10.2.

Seventh Consent and Amendment” means the consent and amendment letter dated October 31, 2017 between the Borrower and the Lender executed in connection with the First Loan Agreement, the Second Loan Agreement and the Third Loan Agreement, and relating to the liquidation and dissolution of the Telesta Subsidiaries.

Sixth Amendment” means (A) in the case of the First Loan Agreement, the sixth amendment to the third amended and restated loan agreement, dated April 27, 2017, and (B) in the case of the Second Loan Agreement, the sixth amendment to the second amended and restated loan agreement, dated April 27, 2017.

Subco” has the meaning ascribed to such term in the Fourth Consent and Amendment.

Subordination Agreement” means a postponement and subordination agreement among the Lender, the relevant Obligor and any other Persons providing for (i) the postponement and subordination by such Person in favour of the Lender of all amounts owing to such Person by the such Obligor to all amounts constituting Loan Obligations, and (ii) the subordination by such Person of any Liens or other secured creditor rights granted to such Person in favour of the Security, which agreement must be on terms substantially similar to those of the Subordination Agreements delivered to the Lender on or prior to the Closing Date or otherwise on terms satisfactory to the Lender, in its sole and unfettered discretion.

 

- 10 -


Subsidiary” of a Person, means a subsidiary body corporate within the meaning given to such term as of the date hereof in the Canada Business Corporations Act as well as a partnership or limited partnership or other organization that would be deemed, because of the way the partnership units or other organization equity interests are held, to be a subsidiary within the meaning of the said Act if it were a corporation governed by the said Act, and “Subsidiaries” means all of them. Where the term “Subsidiary” or “Subsidiaries” is used herein without further qualification, such term shall mean a Subsidiary or the Subsidiaries of any of the Borrower.

Telesta” has the meaning attributed to such term in the title Section hereof.

Telesta Acquisition” means the acquisition by the Borrower on October 31, 2016 of all of the issued and outstanding capital stock of Telesta in a stock-for-stock transaction by way of a plan of arrangement under the Canada Business Corporations Act.

[DELETED – DETAILS REGARDING COMPANY NAMES]

Territory” has the meaning ascribed to such term in the Fourth Consent and Amendment.

Third Consent and Amendment” means the consent and amendment letter dated January 16, 2017 between the Borrower and the Lender executed in connection with the First Loan Agreement and the Second Loan Agreement and relating to letters of credit and other forms of security issued in the ordinary course of business.

Third Loan Agreement” means the third loan agreement originally dated as of April 27, 2017, as amended by the Seventh Consent and Amendment, and by the Omnibus Amendment Agreement dated as of the date hereof, as such agreement may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with Section 10.2 thereof.

Total Liabilities” means, as of any date of determination, Obligations that should, under GAAP, be classified as liabilities on the Borrower’s consolidated balance sheet, including all Debt.

TSX” means the Toronto Stock Exchange and any successor organization.

UK Security Documents” has the meaning attributed thereto in Section 5.1.

Voting Securities” means any securities in the capital of the Borrower having power generally to vote in the election of the directors of the Borrower.

Warrant #1” means the warrant certificate attached as Exhibit A-1 to the First Loan Agreement.

Warrant #2” means the warrant certificate attached as Exhibit B-1 to the First Loan Agreement.

Warrant #3” means the warrant certificate attached as Exhibit A to the Second Loan Agreement.

Warrant #4” means the warrant certificate attached as Exhibit C to the First Loan Agreement.

Warrant #5” means the warrant certificate attached as Exhibit D to the First Loan Agreement.

Warrant #6” means the warrant certificate attached as Exhibit A to the Third Loan Agreement.

Warrant #7” means the warrant certificate attached as Exhibit A hereto.

 

- 11 -


Warrant Obligations” means the respective obligations of the Borrower under Warrants.

Warrants” means the warrants to purchase Common Shares issued by the Borrower to the Lender (i) pursuant to the terms set out in Warrant #1 and Warrant #2 issued to the Lender on September 10, 2013 (as further amended and restated on July 31, 2014), respectively, (ii) pursuant to the terms set out in Warrant #3 issued to the Lender on July 31, 2014, (iii) pursuant to the terms set out in Warrant #4 issued to the Lender on March 31, 2015, (iv) pursuant to the terms set out in Warrant #5 issued to the Lender on February 29, 2016, (v) pursuant to the terms set out in Warrant #6 issued to the Lender on April 27, 2017 and (vi) pursuant to the terms set out in Warrant #7 issued to the Lender on the Closing Date.

 

1.2

Invalidity, etc.

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity, illegality or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.

 

1.3

Currency

All monetary amounts in this Agreement are stated in United States dollars.

 

1.4

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party hereto irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any Proceeding in such court or that such court provides an inconvenient forum. The parties agree that they will not bring any Proceedings relating to any issue arising from this Agreement in any court outside Ontario. Notwithstanding the foregoing, the Lender may initiate, continue or otherwise bring a Proceeding in a jurisdiction other than Ontario if the Lender believes, in its sole discretion, that doing so will expedite or otherwise benefit its ability to enforce its rights under this Agreement (including realizing on or enforcing its rights under the Security).

 

1.5

This Agreement to Govern

If there is any inconsistency between the terms of this Agreement and the terms of any other Loan Documents, the terms of this Agreement will govern to the extent of the inconsistency. For clarity, as of the Closing Date the terms of the Loan Documents will supersede the terms of the Binding Memorandum of Terms dated as of October 20, 2017 between the Borrower and the Lender.

 

1.6

English Law Designation

Each party to this Agreement hereby confirms that, for the purposes of any Loan Document governed by English law, this Agreement is designated as a “Loan Agreement”, and that the definition “Secured Liabilities” (as defined in such English Loan Document) shall extend to all present and future obligations and liabilities owed or expressed to be owed to the Lender pursuant to this Agreement.

 

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ARTICLE 2

THE FACILITY

 

2.1

Loan

 

  (a)

Loan. Subject to the terms and conditions of this Agreement, the Lender hereby agrees to make available to the Borrower a non-revolving, delayed-draw term loan in the aggregate principal amount of $80,000,000 (the “Loan”). The Loan will consist of two tranches, each of which may be advanced pursuant to multiple Advances upon satisfaction of the conditions specified in Section 8.1 (with respect to the First Tranche) and Section 8.2 (with respect to the Second Tranche). Advances hereunder will be funded in immediately available funds to the Borrower’s bank account pursuant to wire instructions provided by the Borrower to the Lender.

 

  (b)

First Tranche. Upon satisfaction of the conditions specified in Section 8.1, the Borrower may deliver a Borrowing Notice at least 14 calendar days before the funding date specified therein requesting an Advance in respect of the First Tranche (with such advance notice requirement being waived in respect of the first Advance to the extent it is drawn within 15 calendar days following the Closing Date); provided that the Borrower may not request, and the Lender will not be obligated to advance, any amounts exceeding $10,000,000 per calendar month, and provided further that the immediately preceding proviso will not apply in respect of the first two (2) draws under the First Tranche.

 

  (c)

Second Tranche. Upon satisfaction of the conditions specified in Section 8.2, the Borrower may deliver a Borrowing Notice at least 14 calendar days before the funding date specified therein requesting an Advance in respect of the Second Tranche; provided that the Borrower may not request, and the Lender will not be obligated to advance, any amounts exceeding $10,000,000 per calendar month.

 

2.2

Not Revolving

The Loan does not revolve and all prepayments of the Loan will constitute permanent reductions of the Principal Amount and may not be reborrowed.

 

2.3

Purpose

The Loan shall be used by the Borrower for the purpose of providing short-term working capital, paying transaction expenses, general corporate purposes and Permitted Debt Payments.

 

2.4

Evidence of Obligations

The Lender shall maintain an account evidencing the indebtedness and liabilities of the Borrower hereunder and the amounts of principal accrued, interest and other amounts owing and paid from time to time hereunder. In any legal action or Proceeding in respect of this Agreement, the entries made in such account shall be conclusive evidence of the existence and amounts of the Obligations of the Borrower therein recorded, absent manifest error.

 

2.5

Repayment/Prepayment

 

  (a)

The full Principal Amount, together with, as applicable, all interest accrued and unpaid and any other amounts owing, shall be repaid on the Maturity Date.

 

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  (b)

The Borrower may prepay all or any portion of the Principal Amount at any time upon five Business Days’ notice to the Lender.

 

2.6

Manner of Payment

All payments of principal, interest and other amounts payable hereunder by the Borrower shall be made on the dates specified herein (which if not a Business Day, shall be the next following Business Day) unless otherwise stipulated by means of electronic funds transfer into an account of the Lender specified by the Lender in writing to the Borrower or in such other manner as the Lender may from time to time specify in writing to the Borrower.

 

2.7

Application of Payments

Any amounts prepaid may not be reborrowed. All amounts prepaid shall be applied in the following priority: (i) first, to the payment in full of any costs or fees that are then due and payable, (ii) second, to the payment in full of any accrued but unpaid interest, and (iii) third, to reduce the Principal Amount (except as otherwise provided in Section 9.5).

ARTICLE 3

INTEREST, FEES AND EXPENSES

 

3.1

Interest

 

  (a)

Interest shall accrue on the Principal Amount from day to day, both before and after default, demand, maturity and judgment, at the Interest Rate and shall be calculated on the basis of the actual number of days elapsed and on the basis of a year of 365 days. Interest accrued on the Principal Amount will be compounded monthly and shall be payable in cash by the Borrower to the Lender on each Interest Payment Date beginning on March 31, 2018.

 

  (b)

For the purposes of the Interest Act (Canada) and disclosure under such Act, wherever interest to be paid under this Agreement is to be calculated on the basis of any period of time that is less than a calendar year (a “deemed year”), such rate of interest shall be expressed as a yearly rate by multiplying such rate of interest for the deemed year by the actual number of days in the calendar year in which the rate is to be ascertained and dividing it by the number of days in the deemed year.

 

  (c)

Each determination by the Lender of interest to be payable hereunder shall be conclusive and binding for all purposes, absent manifest mathematical error in calculating such amount.

 

3.2

Payment of Costs and Expenses

The Borrower shall pay to the Lender within 30 days of receipt of a written demand therefor by the Lender (accompanied by the relevant invoices and other customary supporting documentation as may be modified to preserve the solicitor-client privilege), all reasonable costs and expenses incurred by the Lender and its agents from time to time in connection with the Loan Documents including, without limitation:

 

  (a)

any actual or proposed amendment of or supplement to any of the Loan Documents or any waiver thereunder; and

 

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  (b)

the defence, establishment, protection or enforcement of any of the rights or remedies of the Lender under any of the Loan Documents;

including, without limitation, all of the reasonable fees and disbursements of counsel to the Lender incurred in connection therewith.

 

3.3

Indemnity

The Borrower shall indemnify the Lender for all losses, costs, expenses, damages and liabilities which the Lender may sustain or incur as a consequence of any default by the Borrower or any other Obligor under this Agreement or any other Loan Document following the Closing Date, for greater certainty, such indemnity shall include all amounts due and payable under this Article 3, except for those losses, costs, expenses, damages or liabilities which result from the Lender’s gross negligence or willful misconduct. A certificate of the Lender setting forth the amounts necessary to indemnify the Lender in respect of such losses, costs, expenses, damages or liabilities shall be conclusive evidence of the amounts owing under this Section 3.3, absent manifest error.

 

3.4

Unpaid Amounts

Any unpaid amounts owing to the Lender by the Borrower pursuant to Sections 3.2 or 3.3 shall bear interest at a rate of 13% per annum.

 

3.5

Maximum Interest Rate

 

  (a)

In the event that any provision of this Agreement or any other Loan Document would oblige an Obligor to make any payment of interest or any other payment which is construed by a court of competent jurisdiction to be interest in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in a receipt by the Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted nunc pro tunc to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Law or so result in a receipt by the Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary as follows:

 

  (i)

firstly, by reducing the Principal Amount; and

 

  (ii)

thereafter by reducing any fees, commissions, premiums and other amounts which would constitute interest for the purposes of Section 347 of the Criminal Code (Canada).

 

  (b)

If, notwithstanding the provisions of clause (a) of this Section 3.5 and after giving effect to all adjustments contemplated thereby, the Lender shall have received an amount in excess of the maximum permitted by such clause, then such excess shall be applied by the Lender to the reduction of the Principal Amount and not to the payment of interest, or if such excessive interest exceeds the Principal Amount, such excess shall be refunded to the Borrower.

 

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ARTICLE 4

BOARD RIGHTS

 

4.1

Issuance of Warrant #7

On the Closing Date, the Borrower shall issue Warrant #7 to the Lender for the purchase price of $10,000.

 

4.2

Board Rights

 

  (a)

Subject to TSX governance rules, if at any time the Lender ceases to have, on or after the Closing Date, the representation on the Board contemplated in this paragraph, then, at the then next annual general meeting of the Borrower (or earlier, should a vacancy on the Board arise prior to such meeting) and for so long as the Lender continues to hold at least a portion of the Warrants, the Borrower shall, upon receipt of a written request from the Lender, nominate (including as part of management’s proposed slate of directors) one individual designated by the Lender for election on the Board and the Borrower agrees to use its commercially reasonable best efforts to have such individual elected, appointed or reappointed to the Board.

 

  (b)

For so long as the Lender continues to hold at least a portion of the Warrants and does not have the representation on the Board contemplated in the previous paragraph, the Lender will be entitled to have one representative attend all meetings of the Board as an observer. For greater clarity, the Lender shall only be entitled to a total of one board member or one observer, as applicable, pursuant to this Agreement, the First Loan Agreement, the Second Loan Agreement and the Third Loan Agreement.

 

  (c)

No director on the Board that was appointed pursuant to this Section 4.2 shall be subject to a minimum shareholding policy or similar ownership policy in connection with such individual’s status as a director on the Board, and for greater certainty such director shall be entitled to all the rights, benefits and privileges afforded Board members.

ARTICLE 5

SECURITY

 

5.1

Security Pursuant to the Other Loan Agreements

The Obligors hereby confirm that each of the following documents and agreements in favour of the Lender remains (and shall remain) in full force and effect, and in the case of security documents, continues as security for the Obligations:

 

  (a)

a pledge by each of the Borrower, PBL and PBI governed by Ontario law in respect of all of the shares and other Equity Interests held by each of them in any Obligor and Prometic Manufacturing Inc.;

 

  (b)

a deed of movable and immovable hypothec by each of the Borrower, PBI, PBP, PPR and Telesta governed by Quebec law in respect of all of the applicable Obligor’s Collateral;

 

  (c)

a general security agreement by each of PPR and Telesta governed by Ontario law in respect of all of PPR’s and Telesta’s Collateral;

 

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  (d)

a security agreement by PBT and NantPro governed by New York law in respect of all of the applicable Obligor’s Collateral;

 

  (e)

a security agreement by PPR USA governed by New York law in respect of all of the applicable Obligor’s Collateral;

 

  (f)

a debenture by PBL governed by Isle of Man law in respect of all PBL’s Collateral;

 

  (g)

share charge by each of the Borrower and PBI governed by Isle of Man law in respect of all of the shares held by the Borrower and PBI in PBL;

 

  (h)

a share charge by PBI governed by the laws of England and Wales in respect of all of the shares held by PBI in Pharma SMT Holdings;

 

  (i)

a debenture by Pharma SMT governed by the laws of England and Wales in respect of all of Pharma SMT’s Collateral;

 

  (j)

a debenture by Pharma SMT Holdings governed by the laws of England and Wales in respect of all of Pharma SMT Holdings’ Collateral;

 

  (k)

a debenture by PBT UK governed by the laws of England and Wales in respect of all of PBT UK’s Collateral;

 

  (l)

a share charge by the Borrower governed by the laws of England and Wales in respect of all of the shares held by the Borrower in PBT UK; and

(documents listed in items (g) through (l) above are hereafter referred to as the “UK Security Documents”);

 

  (m)

a general security agreement or equivalent document by each Obligor sufficient to create a valid security interest in the Collateral in each jurisdiction in which it has tangible personal property having value greater than $100,000;

each of which in form and substance satisfactory to the Lender, acting reasonably, and each Obligor hereby confirms that the Liens created thereby are perfected as first ranking Liens subject to Permitted Encumbrances in all jurisdictions where the Collateral is located in furtherance of paragraph (m) above and in the jurisdiction of the chief executive office and registered office of the relevant grantor Obligor.

Notwithstanding the foregoing, the Security does not and will not include any Excluded Property.

 

5.2

Security Pursuant to this Agreement

Pursuant to this Agreement, but subject to the terms hereof, each of the Obligors shall, as security for the Obligations, or as consideration for the making of the Loan, deliver on the Closing Date:

 

  (a)

a confirmation of security agreement (“Confirmation of Security Agreement”); and

 

  (b)

a deed of movable and immovable hypothec by each of the Borrower, PBI, PBP, PPR and Telesta governed by Quebec law in respect of all of the applicable Obligor’s Collateral;

 

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each of which in form and substance satisfactory to the Lender, acting reasonably, and each Obligor hereby confirming that the Liens created thereby, as applicable, are perfected as first ranking Liens subject to Permitted Encumbrances in all jurisdictions where the Collateral is located in furtherance of Section 5.1(m), above and in the jurisdiction of the chief executive office and registered office of the relevant grantor Obligor.

 

5.3

Security Effective Notwithstanding Date of Loan

The Liens created under any of the Security Documents shall be effective and the undertakings in the Loan Documents in respect thereto shall be continuing, whether the Loan or any part thereof is advanced before or after or at the same time as the creation of any such Liens or before or after or upon the Closing Date. The Security Documents referred to in Section 5.1 shall constitute continuing security to the Lender for the Obligations from time to time.

 

5.4

Security Release

Upon the latest to occur of (1) payment and satisfaction in full of the Loan under this Agreement and the “Loan” as defined in each of the Other Loan Agreements, and (2) July 31, 2022:

 

  (a)

the Lender agrees to execute all documents and/or instruments and/or forms necessary to affect the termination, release and discharge of the Security, upon which the Obligors shall be released from their obligations under the Security Documents; and

 

  (b)

the Security Covenants shall no longer apply to the Obligors (but all of the other terms of this Agreement will remain in full force and effect).

 

5.5

Further Assurances – Security

Subject to Section 5.4, the Borrower and each Guarantor shall execute and deliver to the Lender such other, additional or supplemental pledges, hypothecs, security agreements, instruments and financing statements (or equivalent) as the Lender may at any time or from time to time hereafter reasonably request in writing and which are necessary in order to give the Lender a Lien over the Collateral, in each case in form and substance satisfactory to the Lender, acting reasonably, and substantially similar to the form and substance of the relevant Security Documents listed in Section 5.1.

 

5.6

Subordination by the Lender

Provided no Default or Event of Default has occurred and is continuing, upon written request of the Borrower (which request will contain a certification as to no Default having occurred and being continuing, or Event of Default), and at the expense of the Borrower, the Lender will subordinate the Security in favour of any holder of Liens referred to in the definition of Permitted Encumbrances paragraphs (i) or (j) pursuant to a subordination agreement.

 

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ARTICLE 6

REPRESENTATIONS AND WARRANTIES

 

6.1

Representations and Warranties of the Borrower and Obligors

The Borrower and each other Obligor represents and warrants to the Lender as follows:

 

  (a)

Status. It is duly incorporated and existing under the laws of its jurisdiction of incorporation.

 

  (b)

Power and Capacity. It has the power and capacity to carry on its business, to own its property and assets, and to enter into and perform its Obligations under the Loan Documents to which it is a party.

 

  (c)

Due Authorization and Execution. It has taken all necessary action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and each Loan Document has been, or upon execution and delivery will be, duly executed and delivered by it.

 

  (d)

No Contravention. The execution and delivery of each of the Loan Documents to which it is a party and the performance by it of its Obligations thereunder does not and will not contravene, breach or result in any default under its articles, bylaws or any of its other constating documents, any Material Contract to which it is a party or by which it is bound, or any Applicable Law.

 

  (e)

No Consents Required. Other than (i) such filings as are necessary to perfect the security interests granted to the Lender under the Security Documents, and (ii) approvals or filings required with respect to Warrant #7 and the related Common Shares, no authorization, consent or approval of, or filing with or notice to, any Person (including any governmental body, the TSX or any Securities Commission) is required in connection with the making of the Loan or the execution, delivery or performance by it of any of the Loan Documents to which it is party.

 

  (f)

Enforceability. Each of the Loan Documents to which it is a party constitutes, or upon execution and delivery will constitute, a valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity.

 

  (g)

No Litigation. Other than as disclosed in the Borrower’s financial statements for the period ending December 31, 2016 and as may be otherwise disclosed in writing at any time to the Lender, there is not currently in progress any court, administrative, regulatory or similar investigation or Proceeding (collectively “Proceedings”), against or involving it, which if adversely determined could reasonably be expected to have a Material Adverse Effect, nor, to the knowledge of the Obligor, as applicable, has any such Proceeding been threatened against any Obligor or any other event occurred which might give rise to any such Proceedings and there is no judgment or order of any court or governmental body outstanding against it.

 

  (h)

Real Property. Other than as disclosed in Schedule 6.1(h) (as such Schedule may be amended or supplemented from time to time by notice from the relevant Obligor to the Lender), (A) the Obligors do not own any real property and, (B) except for office space, do not lease any real property.

 

  (i)

Location. The jurisdiction of the chief executive office and registered office and location of material tangible assets of each of the Obligors is set out in Schedule 6.1(i) (as such Schedule may be amended or supplemented from time to time by notice from the relevant Obligor to the Lender).

 

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  (j)

Ownership of Assets. The Obligors have good and marketable title to their respective assets, free and clear of all Liens except Permitted Encumbrances and such Liens which have been disclosed to the Lender.

 

  (k)

Material Contracts. Schedule 6.1(k) (as updated from time to time by notice from the Borrower to the Lender) lists all Material Contracts and all such Material Contracts are in good standing and neither the Borrower nor (to the Borrower’s knowledge) any counterparty thereto is in default thereunder (after giving effect to any applicable cure period).

 

  (l)

Intellectual Property. The Obligors own or license all intellectual property required to carry-on business and all such licenses are in full force and effect, except where the loss of such license could not reasonably be expected to have a Material Adverse Effect.

 

  (m)

Labour Matters. None of the Obligors is party to a collective bargaining agreement and, except as disclosed to the Lender in writing, there has been no attempt to unionize any of the employees of any Obligor.

 

  (n)

Budgets and Financial Projections. All Budgets and other financial projections and forecasts provided by the Borrower to the Lender were prepared in good faith and based on assumptions believed by the Borrower to be reasonable at the time of provision to the Lender.

 

  (o)

Issued Capital. Schedule 6.1(o) accurately reflects the beneficial and registered ownership of the Obligors (other than the Borrower) as at the Closing Date. Except as set out in such Schedule, no Obligor has any other Subsidiaries or material investments or joint ventures.

 

  (p)

Taxes. Other than as disclosed to the Lender in writing, it has paid, when due and payable, all taxes, exigible from it or for the collection of which it is responsible under the laws of Canada or any other applicable jurisdiction, in the case of taxes on income, in respect of all fiscal years ended on or prior to the Closing Date, and in the case of all other taxes, in respect of all periods ended prior to the Closing Date, for which such taxes were due and payable prior to the Closing Date.

 

  (q)

Financial Statements and No Material Change. The financial statements of the Obligors that have been made available to the Lender have been prepared in accordance with GAAP applied on a consistent basis, and fairly present the financial position and results of operations of the Obligors for the dates or periods reported on thereby subject to, in relation to any unaudited financial statements, any year-end adjustments. From the date of the last financial statements made available to the Lender (being the unaudited financial statements for the period ended December 31, 2016), there has been no change which could reasonably be expected to have a Material Adverse Effect.

 

  (r)

Indebtedness. It has no Debt other than as permitted pursuant to Section 7.3(b) or 7.3(c) and has no other material liabilities, other than those incurred in the ordinary course of business, and has made no guarantee or agreement of support or indemnification of any indebtedness of any Person except indebtedness of another Obligor that is permitted by Section 7.3(b) or 7.3(c).

 

  (s)

No Default. No Default or Event of Default has occurred and is continuing or would result from the entering into of the Closing Date.

 

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  (t)

Compliance with Laws. It has operated its business in compliance with all Applicable Law in all material respects.

 

  (u)

Disclosure. No representation or warranty by the Borrower in this Agreement and no statement contained in any public disclosure or certificate or other document furnished or to be furnished to the Lender pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading. To the Borrower’s knowledge after reasonable inquiry, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in the affairs of the Borrower that has not been generally disclosed to the public.

 

  (v)

Reporting Issuer Status. The Borrower is a reporting issuer under the Securities Laws of all Provinces of Canada and it is in compliance with such Securities Laws and is not listed as being in default of any requirement of the Securities Laws in any such province except where non-compliance could not reasonably be expected to have a Material Adverse Effect.

 

  (w)

Share Capital. As of the Closing Date:

 

  (i)

the authorized capital of the Borrower consists of (aa) an unlimited number of Common Shares; and (bb) an unlimited number of preferred shares issuable in series;

 

  (ii)

710,359,636 Common Shares are issued and outstanding as fully paid and non-assessable;

 

  (iii)

the Borrower is not a party to any agreement and, to the Borrower’s knowledge, no agreement exists that in any way affects the voting rights attaching to or control of any Equity Interests of the Borrower; and

 

  (iv)

other than CDS & Co., there are no shareholders of record and, to the best of the Borrower’s knowledge, no beneficial holders of 10% or more of the Common Shares.

 

  (x)

Warrants.

 

  (i)

Other than the Warrants, there are no options, warrants or rights convertible into Common Shares (other than as disclosed on SEDAR) for the period ended December 31, 2016.

 

  (ii)

Subject to TSX approval in respect thereof, Warrant #7 has been duly and validly created, authorized and issued. The Common Shares to be issued to the Lender upon the exercise of Warrant #7 were, as at the Closing Date, duly and validly authorized and reserved for issuance to the Lender, and, upon the exercise of Warrant #7 in accordance with its terms, including the fulfillment of the vesting conditions, and payment in full of the exercise price, such Common Shares will be duly authorized, validly issued as fully paid and non-assessable shares in the capital of the Borrower, and the Lender will be the legal and registered owner of such Common Shares and will have good title thereto free and clear of all Liens other than Permitted Encumbrances. Warrant #7 and Common Shares will be offered, issued, sold and delivered to the Lender in compliance with all applicable Securities Laws.

 

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  (y)

Compliance with TSX Rules. The Borrower is in compliance in all material respects with the rules and regulations of the TSX.

 

  (z)

Disclosure Controls. The Borrower maintains an effective system of “disclosure controls and procedures” (as defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, or in Quebec, Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”)) that is designed to provide reasonable assurance that information required to be disclosed by the Borrower in reports that it files or submits under Securities Laws is recorded, processed, summarized and reported within the time periods specified in the Securities Commissions’ rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Borrower’s management as appropriate to allow timely decisions regarding required disclosure. The Borrower has carried out evaluations of the effectiveness of its disclosure controls and procedures as contemplated under NI 52-109.

 

  (aa)

Accounting Controls. The Borrower maintains systems of “internal control over financial reporting” (as defined in NI 52-109) that materially comply with the requirements of NI 52-109 and have been designed by, or under the supervision of, the Borrower’s principal executive and principal financial officers, or Persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since the date of the most recent balance sheet of the Borrower publicly disclosed by the Borrower, the Borrower’s auditors and the audit committee of the Board have not been advised of: (A) any significant deficiencies in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Borrower’s ability to record, process, summarize and report financial information; and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Borrower’s internal control over financial reporting. Except as publicly disclosed by the Borrower, to the Borrower’s knowledge after reasonable inquiry, there are no material weaknesses in the Borrower’s internal controls.

 

  (bb)

Independent Accountants. Ernst and Young LLP, which has audited the financial statements of the Borrower, is an independent registered public accounting firm with respect to the Borrower and its Subsidiaries within the applicable rules and regulations adopted by the Securities Commissions. There has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligation, or in Québec, Regulation 51-102 respecting Continuous Disclosure Obligations) with Ernst and Young LLP or any former auditors of the Borrower.

 

  (cc)

No Cease Trade Orders. No order ceasing or suspending trading in securities of the Borrower or prohibiting the sale of securities by the Borrower has been issued and the Borrower has not been served with or otherwise received notice of or become aware of any Proceedings for this purpose having been instituted, or being pending, contemplated or threatened.

 

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  (dd)

Trading of Warrant #7. The first trade of Warrant #7 or the Common Shares acquired upon the exercise thereof by the holder thereof will be exempt from the prospectus requirements of the Securities Laws provided that:

 

  (i)

the Borrower is and has been a reporting issuer in a jurisdiction of Canada for at least four months immediately preceding the date of such trade;

 

  (ii)

at least four months plus one day have elapsed from the distribution date (as defined in National Instrument 45-102 – Resale of Securities, or in Quebec, Regulation 45-102 respecting Resale of Securities (“NI 45-102”)) of Warrant #6;

 

  (iii)

a certificate representing Warrant #7 was issued with a legend stating the prescribed restricted period in accordance with Section 2.5 of NI 45-102;

 

  (iv)

such trade is not a control distribution as defined in NI 45-102;

 

  (v)

no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade;

 

  (vi)

no extraordinary commission or consideration is paid to a Person in respect of such trade; and

 

  (vii)

if the selling security holder is an insider or officer of the Borrower, the selling security holder has no reasonable grounds to believe that the Borrower is in default of any Securities Law.

 

6.2

Representations and Warranties of the Lender

The Lender represents and warrants to the Borrower that it is acting as principal in connection with the purchase of Warrant #7 and that it is an Accredited Investor (as such term is defined in Quebec, Regulation 45-106 respecting prospectus exemptions).

 

6.3

Survival of Representations and Warranties

The Borrower and each other Obligor confirms that the representations and warranties made by it in this Article 6 shall be true and correct on the Closing Date, and will be deemed to be repeated by each of the Obligors (as amended, supplemented or updated as contemplated hereinabove, where applicable) quarterly upon the delivery of a Compliance Certificate by the Borrower as required under Section 7.1(i)(iii), unless such representation or warranty is expressed to be as of a specific date, notwithstanding any investigation made at any time by or on behalf of the Lender.

 

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ARTICLE 7

COVENANTS

 

7.1

Affirmative Covenants

At all times prior to the termination of this Agreement pursuant to Section 10.8 (and subject to the survival provisions therein), the Borrower and each other Obligor covenants and agrees that:

 

  (a)

Punctual Payment. It shall pay or cause to be paid (i) all amounts due and payable in respect of the Loan and (ii) all other Obligations falling due hereunder on the dates and in the manner specified in this Agreement.

 

  (b)

Purpose. It shall use the proceeds of the Loan only for the purpose provided for in Section 2.3.

 

  (c)

Existence. It shall do or cause to be done all things necessary to maintain (i) its corporate existence (except pursuant to a transaction permitted under Sections 7.3(d) or 7.3(f)), and (ii) its corporate power and capacity to own its property and assets.

 

  (d)

Insurance. It shall maintain insurance in such amounts and in such manner as is reasonably prudent given the nature of its business.

 

  (e)

Compliance with Applicable Law and Contracts. It shall comply in all material respects with the requirements of all Applicable Law, and all Material Contracts to which it is a party or by which it is bound.

 

  (f)

Notice of Default, Litigation and Other Matters. It shall, as soon as practicable after it becomes aware of the same and provided it is not prohibited from doing so under Applicable Law, give notice to the Lender of the following events:

 

  (i)

the commencement of any Proceeding against it which could reasonably be expected to have a Material Adverse Effect;

 

  (ii)

any material change in its business or any other development which could reasonably be expected to have a Material Adverse Effect; and

 

  (iii)

or any default or event of default or demand for repayment under any Material Contract;

giving in each case the details thereof and specifying the action proposed to be taken with respect thereto.

 

  (g)

Intellectual Property. It shall maintain its owned and licensed intellectual property necessary for it to conduct its material business activities.

 

  (h)

Payment of Taxes. It shall, duly and timely file all tax returns required to be filed by it, pay all taxes shown to be due and payable on such returns, and pay all assessments and re-assessments, and all other taxes, government charges, penalties, interests and fines due and payable by it and which are claimed by any Governmental Authority to be due and owing (unless being contested in good faith) and make adequate provision on its books for taxes payable for the current period for which tax returns are not yet required to be filed.

 

  (i)

Reporting Requirements.

 

  (i)

The Borrower shall deliver to the Lender an annual information form and the continuous disclosure documents that must be sent to its shareholders pursuant to applicable Securities Laws in the Provinces of Canada in which the Borrower is a “reporting issuer” (as such term is defined in such applicable Securities Laws) within 15 days from the date such documents are required to be filed with Securities Commissions pursuant to applicable Securities Laws.

 

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  (ii)

In the event the Borrower is no longer subject to applicable Securities Laws, the Borrower shall continue to provide to the Lender, (A) within 90 days after the end of each fiscal year, copies of its annual financial statements and related management’s discussion and analysis (“MD&A”), and (B) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, interim financial statements and related MD&A which shall, at a minimum, contain such information required to be provided in such documents pursuant to applicable Securities Laws in the Provinces of Canada in which the Borrower is a “reporting issuer” (as such term is defined in such applicable Securities Laws). Each of such continuous disclosure documents will be prepared in accordance with disclosure requirements of applicable Securities Laws of the Provinces of Canada in which the Borrower is a “reporting issuer” (as such term is defined in such applicable Securities Laws) and GAAP.

 

  (iii)

Within 45 days after the end of each of the first three fiscal quarters and within 90 days after the end of each fiscal year, the Borrower shall deliver or cause to be delivered to the Lender a Compliance Certificate together with summaries of financial information available to management with respect to the Borrower and the Guarantors (which shall be the same summaries as those provide to the members of the Borrower’s board of directors).

 

  (j)

Business Plan. It shall deliver or cause to be delivered to the Lender (and consult with the Lender with respect thereto) at least 5 Business Days prior to the end of the Borrower’s fiscal year end, a revised business plan for the business and operations of the Obligors, including therein a budget for the next 12 months showing the sources and uses of cash (the “Budget”).

 

  (k)

Securities Laws. The Borrower shall take all reasonable steps and actions and do all such acts and things as may be required to: (A) as long as it meets the applicable minimum distribution requirements, if any, of such institutions, maintain the listing and posting for trading of the Common Shares on the TSX or other recognized stock exchange, and (B) maintain its status as a reporting issuer or equivalent in good standing or equivalent under the applicable Securities Laws in at least one Province of Canada.

 

  (l)

Change of Control Notice. The Borrower shall provide the Lender with written notice of any contemplated Change of Control at least 45 days before the consummation of such Change of Control.

 

  (m)

Delivery of Originals. The Borrower shall deliver originally executed copies of this Agreement and Warrant #7 to the Lender within 10 Business Days of execution of this Agreement.

 

  (n)

Payment of Expenses. The Borrower shall provide to the Lender payment in full of all of its expenses payable in connection with Section 3.2, including the reasonable fees and expenses of its counsel, within 30 calendar days of the later of the Closing Date and the date the relevant invoice for such fees is received by the Borrower.

 

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  (o)

Notice of Default. The Borrower shall promptly notify the Lender of any Default that has occurred and is continuing or Event of Default and of which any of its chief executive officer, chief financial officer, chief legal officer or chief operating officer becomes aware.

 

7.2

Lender Entitled to Perform Covenants

If the Borrower or any Obligor fails to perform any covenant contained in Section 7.1, the Lender may, in its discretion, perform any such covenant capable of being performed by it and if any such covenant requires the payment of money the Lender may make such payments. All sums so expended by the Lender shall be deemed to form part of the Obligations, shall bear interest at the same rate as the Loan from time to time and shall be payable by the Borrower on demand.

 

7.3

Negative Covenants

At all times prior to the termination of this Agreement pursuant to Section 10.8 (and subject to the survival provisions therein), the Borrower and each other Obligor covenants and agrees that it shall not:

 

  (a)

Sell Property. Sell, transfer or otherwise dispose of any asset other than (i) sales of inventory in the ordinary course of business, (ii) grants of licenses entered into in the ordinary course of business in accordance with past practice (including, for greater certainty, the License), (iii) any assets the book value (net of transaction fees) of which does not exceed, in aggregate over the term of the Loan, $500,000, or (iv) to any other Obligor.

 

  (b)

Indebtedness. Incur, guarantee or permit to exist any Debt other than (i) the Obligations, (ii) [intentionally deleted], (iii) Intercompany Debt, (iv) Debt consisting of trade-payables and similar obligations incurred in the ordinary course of business and consistent with past practice, (v) obligations in respect of letters of guarantee or letters of credit to be provided by any Obligor to a third party in the ordinary course of business, in aggregate not exceeding a face amount of $1,500,000, (vi) Debt disclosed in the Borrower’s financial statements for the period ending December 31, 2016, (vii) other Debt not to exceed $1,000,000 principal amount in aggregate, (viii) Eligible Convertible Debt, and (ix) the Existing [DELETED – NAME OF ENTITY] Debt and other Debt of [DELETED – NAME OF ENTITY] from time to time in respect of financing provided by the Government of Canada, a provincial or municipal government within Canada, or a subdivision or agency thereof pursuant to an economic incentive or similar program.

 

  (c)

Financial Assistance. Other than as disclosed to the Lender in writing, provide financial assistance, by means of loan, guarantees, the provision of security or otherwise, to any Person, other than (i) the Borrower or any other Obligor, provided that such loan, guarantee, provision of security or otherwise, to any Obligor is subordinated to the Lender’s rights hereunder; (ii) to PRDT or Prometic Manufacturing Inc. in the ordinary course of business in accordance with past practice; (iii) in connection with the Prothera Financing; or (iv) to any other Person(s), in an outstanding principal amount not to exceed $500,000 at any time, in the ordinary course of business.

 

  (d)

Amalgamations, etc. Enter into any transaction (including by way of reorganization, consolidation, amalgamation, liquidation or otherwise), other than a sale, transfer, other disposition or license grant permitted pursuant to Sections 7.3(a)(i), (ii), (iii) or (iv), whereby all or any portion of its property and assets would become property of any other Person other than an Obligor.

 

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  (e)

Affiliate Transactions. Enter into any transaction with any affiliate, other than another Obligor, except on terms no less favourable to the Obligor than could be obtained in an arm’s-length transaction, and provided such exception shall not include any Debt unless subordinated to the Obligations pursuant to a Subordination Agreement.

 

  (f)

Fundamental Changes. Without the prior written consent of the Lender, effect any change in the jurisdiction of the location of its chief executive office or registered office or any material tangible assets, other than a change in such jurisdiction to any Province of Canada or State of the United States or to the United Kingdom (a “Permitted Change”), and without prior written notice to the Lender, effect any change of name, provided that, in each case, the relevant Obligor shall have executed and delivered to the Lender, prior to or contemporaneously with any such Permitted Change or change of name, any and all agreements, instruments, financing statements (or equivalent) or other documents as the Lender may have then reasonably requested in writing and which are necessary in order to maintain the Lender’s perfected Lien over the Collateral, in each case in form and substance satisfactory to the Lender, acting reasonably, and, where applicable, substantially similar to the form and substance of the relevant Security Documents listed in Section 5.1 and delivered on or prior to the Closing Date.

 

  (g)

Restricted Payments. Unless otherwise provided for in the Borrower’s compensation policy disclosed to the Lender, pay any dividends (in cash or in kind) or make any other distributions (in cash or in kind) to any Person, or make any payments in respect of Debt other than: (i) payment made in the ordinary course of business and consistent with past practice, and (ii) Permitted Debt Payments.

 

  (h)

Adjusted Quick Ratio. Permit the Adjusted Quick Ratio to fall (i) below 1.0 at any time within the 2017 calendar year, and (ii) below 1.25 at any time thereafter, to be tested, in each case, quarterly with reference to the financial statements of the Borrower for the most recently ended fiscal quarter commencing with the fiscal quarter ending on March 31, 2018.

 

  (i)

Bonuses. Unless otherwise provided for in the most current Budget delivered to the Lender pursuant to Section 7.1(j), make any change to the existing compensation arrangements for employees that would in aggregate materially increase the annual compensation expenditures without the prior written consent of the Lender, which consent shall not be unreasonably withheld or delayed.

 

  (j)

Material Expenditures. Without the prior written consent of the Lender, make any capital expenditure or restructuring expenditure, or any other expenditure in excess of $2,000,000, other than as expressly provided for in the most recent Budget provided to the Lender pursuant to Section 7.1(j), which consent shall not be unreasonably withheld or delayed.

 

  (k)

Negative Pledge. Without the prior written consent of the Lender, (A) create, incur, assume or suffer to exist any Lien on its present or future property or assets, except for Permitted Encumbrances, or (B) enter into an agreement with any Person restricting the ability of that Obligor to grant Liens over its present or future property or assets unless such restriction is expressly stated not to extend or apply to any Liens granted or to be granted in favour of the Lender (it being understood that the prohibition in this clause (B) will not apply to an “anti-assignment clause” in any such agreement that restricts the ability of the Borrower to make an outright transfer, assignment or disposition of its rights in respect of that agreement).

 

- 27 -


  (l)

No New Subsidiaries.

[DELETED – CONDITIONS TO CREATE A SUBSIDIARY]

 

  (m)

Capital Grants. Take, or omit to take, any action, if the result of such action or failure to take action could reasonably be expected to result, directly or indirectly, in a Capital Grant becoming repayable.

 

  (n)

Material Contracts. Terminate, breach or amend in a manner that would be materially prejudicial to the Lender, any Material Contract.

ARTICLE 8

CONDITIONS PRECEDENT

 

8.1

Conditions Precedent to the First Tranche

The obligations of the Lender to make Advances under the First Tranche pursuant to Section 2.1(b) will be subject to the Lender’s satisfaction that each of the following conditions precedent has been satisfied, which conditions precedent are for the sole and exclusive benefit of the Lender and may be waived in writing by the Lender in its sole discretion:

 

  (a)

The Lender shall have received the following in form and substance satisfactory to the Lender:

 

  (i)

all share certificates, transfers and stock transfer forms or equivalent duly executed by the relevant Obligor in blank in relation to the Equity Interests in the capital stock of PPR USA;

 

  (ii)

an executed copy of the Compliance Certificate for the fiscal year ending December 31, 2016;

 

  (iii)

certificates of status, good standing, or the equivalent for each Obligor;

 

  (iv)

officer’s certificates attaching the articles, bylaws and authorizing resolutions of each Obligor;

 

  (v)

certificate of insurance acceptable to the Lender, acting reasonably, showing the Lender as a loss payee and additional insured, as applicable, on all insurance policies that insure the assets to be secured by the Security and all third party liability policies of the Obligors; and

 

  (vi)

an opinion of counsel to the Borrower acceptable to the Lender and Lender’s counsel, acting reasonably, as to matters relating to the Obligors and the entering of into the Loan Documents that are dated on or about the Closing Date.

 

  (b)

The Borrower shall have delivered an executed copy of this Agreement, the Omnibus Amendment Agreement, the Confirmation of Security Agreement and the Security Documents referred to in Section 5.2;

 

  (c)

Warrant #7 shall have been issued by the Borrower to the Lender and the Lender shall have received a copy of the conditional approval letter from the TSX regarding the listing of the Common Shares issuable upon the exercise of Warrant #7 in accordance with its terms, including the fulfillment of the vesting conditions.

 

- 28 -


  (d)

The filings and registrations shall have been made to perfect the Liens granted pursuant to the Security Documents in all jurisdictions reasonably required by the Lender, and the Security shall constitute, subject only to Permitted Encumbrances, a first ranking charge over the Collateral of the Obligors.

 

  (e)

The Lender shall have received payment in full of all of its expenses payable in connection with this Agreement, including the reasonable fees and expenses of its counsel.

 

  (f)

No Default or Event of Default shall have occurred and be continuing on the date the Loan is made, and no such Default or Event of Default would result from the Loan.

 

  (g)

The representations and warranties set forth in Section 6.1 shall be true and correct as of the Closing Date.

 

  (h)

No material adverse information shall have become known to the Lender with respect to the Borrower or any Guarantor which is inconsistent with or was omitted from the information previously disclosed to the Lender (including by way of public disclosure).

 

8.2

Conditions Precedent to the Second Tranche

The obligations of the Lender to make Advances under the Second Tranche pursuant to Section 2.1(c) will be subject to the Lender’s satisfaction that each of the following conditions precedent has been satisfied, which conditions precedent are for the sole and exclusive benefit of the Lender and may be waived in writing by the Lender in its sole discretion:

 

  (a)

all conditions specified under Section 8.1 have been satisfied;

 

  (b)

the full amount available under the First Tranche has been advanced to the Borrower;

 

  (c)

[DELETED – DETAILS OF CONDITIONS PRECEDENT];

 

  (d)

[DELETED – DETAILS OF CONDITIONS PRECEDENT]; and

 

  (e)

[DELETED – DETAILS OF CONDITIONS PRECEDENT].

ARTICLE 9

EVENTS OF DEFAULT AND REMEDIES

 

9.1

Events of Default

The occurrence of any of the following events shall constitute an Event of Default:

 

  (a)

default by the Borrower in payment of any amount owing under the Loan Documents (i) on the Maturity Date, or (ii) at any other time when due if such default continues for five Business Days following a written notice thereof from the Lender;

 

  (b)

default by the Borrower or any other Obligor in the performance or observance of any other covenant, condition or Obligation contained in any Loan Document unless such default, if capable of being remedied, is remedied within 30 days following a written notice thereof

 

- 29 -


  from the Lender; provided that such 30 day cure period shall be reduced to 15 days following such written notice from the Lender if such default was known by the chief executive officer, chief financial officer, chief legal officer or chief operating officer of the relevant Obligor and was not disclosed in the most recent Compliance Certificate delivered pursuant to Section 7.1(i)(iii);

 

  (c)

any representation or warranty made by the Borrower or any other Obligor in any Loan Document is found to be false or incorrect in any way so as to make it materially misleading when made or deemed to have been made unless such default, if capable of being remedied, is remedied within 20 days following a written notice thereof from the Lender; provided that such 20 day cure period shall be reduced to 10 days following such written notice from the Lender if such default was known by the chief executive officer, chief financial officer, chief legal officer or chief operating officer of the relevant Obligor and was not disclosed in the most recent Compliance Certificate delivered pursuant to Section 7.1(i)(iii);

 

  (d)

the Borrower or any other Obligor admits its inability to pay its debts generally as they become due or otherwise acknowledges its insolvency;

 

  (e)

the Borrower or any other Obligor institutes any Proceeding, or any Proceeding is commenced against or involving the Borrower:

 

  (i)

seeking to adjudicate it as bankrupt or insolvent;

 

  (ii)

seeking liquidation, dissolution, winding up, reorganization, arrangement, protection or relief of it or any of its properties or assets or debts or making a proposal with respect to it under any law relating to bankruptcy, insolvency, compromise of debts or other similar laws; or

 

  (iii)

seeking appointment of a receiver, trustee in bankruptcy, agent, custodian or other similar official for it or for any material part of its properties and assets;

and, in the case of any Proceeding not instituted by the Borrower, such Proceeding is not being contested in good faith by appropriate Proceedings or, if so contested, remains outstanding, undismissed and unstayed more than 45 days from the institution of such first mentioned Proceeding;

 

  (f)

any execution, seizure, distress or other enforcement process, whether by court order or otherwise, becomes enforceable against any Collateral or any other property or asset of the Borrower in excess of $1,000,000 and such execution, seizure, distress or other enforcement process is not stayed within 60 days of notice or such other delays provided for under Applicable Law or any notice therefore;

 

  (g)

any final judgment for the payment of monies in excess of $1,000,000 is rendered against the Borrower and such judgment is not discharged, or stayed pending appeal, within 30 days from the imposition of such judgment;

 

  (h)

there shall occur, or fail to occur any event which, either singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

 

  (i)

a Change of Control of the Borrower shall have occurred without the consent of the Lender and compliance with Section 7.1(l) (unless waived by the Lender under any such consent);

 

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  (j)

any Capital Grant becomes repayable unless any such repayment is a Permitted Debt Payment;

 

  (k)

the Borrower defaults in the payment when due of any amount in respect of any Debt the outstanding principal amount of which is $1,000,000 or more, or defaults in any other manner in respect of such Debt and as a result of which default, such Debt is accelerated;

 

  (l)

the Borrower ceases to be a reporting issuer in at least one Province of Canada or ceases to be listed on, or ceases to be in compliance in all material respects with the listing requirements of, the TSX; or

 

  (m)

the Borrower defaults in the issuance and delivery to the Lender, in accordance with the vesting conditions of Warrant #7, of Common Shares under, or any cash payable upon exercise of, Warrant #7, which default continues for three Business Days.

 

9.2

Remedies Upon Default

 

  (a)

If any Event of Default shall occur and be continuing, all Obligations owing by the Borrower under the Loan Documents shall, at the option of the Lender, become immediately due and payable on the date of written demand therefor, to the date of actual payment thereof; provided, if the Event of Default described in Section 9.1(e) with respect to the Borrower shall occur, the Obligations shall automatically accelerate and the Principal Amount and all other Obligations shall automatically be and become immediately due and payable, all without notice, presentment, protest, demand, notice of dishonor or any other demand or notice whatsoever, all of which are hereby expressly waived by each Obligor. In such event the Lender may, in its discretion, exercise any right or recourse and/or proceed by any action, suit, remedy or Proceeding against any Obligor authorized or permitted by law for the recovery of all the Obligations of the Borrower to the Lender and proceed to exercise any and all rights hereunder and under the Security and no such remedy for the enforcement for the rights of the Lender shall be exclusive of or dependent on any other remedy but any one or more of such remedies may from time to time be exercised independently or in combination.

 

  (b)

Upon the occurrence of any Event of Default and the acceleration of the Obligations as described in Section 9.2(a), the Lender may at its sole option:

 

  (i)

realize upon all or any part of the Collateral, pursuant to the Security Documents; and

 

  (ii)

take such actions and commence such Proceedings as may be permitted at law or in equity (whether or not provided for herein or in the Loan Documents) at such times and in such manner as the Lender in its sole discretion may consider expedient,

all without, except as may be required by Applicable Law, any additional notice, presentment, demand, protest, notice of protest, dishonor or any other action. The rights and remedies of the Lender hereunder are cumulative and are in addition to and not in substitution for any other rights or remedies provided by Applicable Law or by any of the Loan Documents.

 

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9.3

Specific Performance

Notwithstanding any provision of this Agreement to the contrary and without limiting the generality of Section 9.2, the Borrower and each Guarantor acknowledge, understand and agree (i) that their Obligations under the Loan Documents are necessary and reasonable in order to protect the Lender, (ii) that the Lender may be irreparably damaged in the event any of the provisions of the Loan Documents are not performed by the Borrower or any Guarantor, as applicable, in accordance with their specific terms or are otherwise breached, (iii) that as monetary damages would inadequately compensate the Lender for the breach of such Obligations, the Loan Documents shall be specifically enforceable by the Lender, (iv) that, in addition to any other remedies that may be available at law, in equity or otherwise, any breach or threatened breach of any Loan Document shall be the proper subject of a temporary or permanent injunction or restraining order, without the necessity of proving actual damages or the posting of any bond, and (v) that the Lender shall be entitled to an injunction to prevent breaches or threatened breaches of any of the provisions of the Loan Documents and to specific performance of each Loan Document and its terms and provisions in any action instituted in any court in the Province of Ontario or Canada or any other court having subject matter jurisdiction. The Borrower and each Guarantor further waive any claim or defense that there is an adequate remedy at law, in equity or otherwise for such breach or threatened breach.

 

9.4

Set-Off/Cancellation of Principal

Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, the Borrower and each Guarantor acknowledge, understand and agree that the nominal dollar amount of any liability or other obligation of the Lender (or any affiliate of the Lender), on the one hand, to the Borrower or any Guarantor (or any of their respective affiliates), on the other hand, (i) whether sounding in contract, tort, equity or otherwise, (ii) whether constituting an obligation to pay damages, restitution, or any other amount whatsoever, and (iii) whether arising under a Loan Document or any other agreement or arrangement between the Lender (or any affiliate of the Lender) and the Borrower or any Guarantor and/or their respective affiliates (any such liability or other obligation, a “Claim”), may, in any such event, be satisfied, discharged and paid by the Lender’s cancellation of the Principal Amount (whether or not then due and owing) to the extent of the nominal amount of such Claim. The Lender may affect any such satisfaction, discharge or payment by giving written notice (a “Satisfaction Notice”) to the Borrower specifying (i) the Claim being so satisfied, discharged or paid, and (ii) the nominal amount of the Principal Amount so cancelled (the “Prepaid Amount”) in satisfaction of such Claim and (iii) the Principal Amount following the cancellation of the Prepaid Amount. For purposes of this Agreement, the Prepaid Amount shall constitute an authorized prepayment pursuant to Section 2.5(b) and the Principal Amount shall be correspondingly reduced. The Borrower and each Guarantor further acknowledge, understand and agree that the Lender’s presentation of a Satisfaction Notice to the Borrower shall constitute a full answer and defense against any Claim to the extent of the nominal amount specified in the related Satisfaction Notice.

Notwithstanding anything to the contrary in this Agreement or any other Loan Document: (A) the Lender agrees that, any amount owed by the Lender for the exercise of all or a portion of Warrant #7 may only be set-off against the Principal Amount and (B) for purposes of satisfaction of the Exercise Price (as defined in Warrant #7) following any reduction in the Principal Amount made in accordance with this Section 9.4, the Parties agree that (i) any Prepaid Amount shall not reduce the Aggregate Exercise Price (as defined in Warrant #7) payable by the Lender to exercise Warrant #7 and (ii) the Lender will be required, in addition to affecting the Principal Amount as satisfaction of a portion of the payment of the Aggregate Exercise Price pursuant to this Section 9.4, to pay in cash the difference between (A) the Aggregate Exercise Price and (B) the Principal Amount at the time of the exercise.

 

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If payment of the Claim is effected by means of the cancellation of United States dollar-denominated indebtedness, then the Canadian dollar amount of the indebtedness cancelled hereunder shall be deemed to be an amount equal to the Canadian dollar amount of such United States dollar-denominated indebtedness so cancelled, determined by reference to the daily average Canadian-US dollar exchange rate published by the Bank of Canada for the applicable date of payment.

 

9.5

Distributions

All distributions under or in respect of any Security shall be applied by the Lender on account of the Obligations without prejudice to any claim by the Lender for any deficiency after such distributions are received by the Lender. All such distributions shall be applied to such part of the Obligations as is determined by the Lender in its discretion acting reasonably.

ARTICLE 10

GENERAL

 

10.1

Non-Disparagement

Each party hereto covenants and agrees that for a minimum period of 10 years from the Closing Date neither they nor their respective affiliates will, directly or indirectly make any oral or written statements that disparage the business reputation of the Lender or the Borrower, as applicable, or any of their respective affiliates, shareholders, directors, officers or employees.

 

10.2

Amendment and Waiver

No amendment, restatement, replacement, supplement or other modification of any Loan Documents, or any waiver of any provision of any Loan Document or any consent to any departure by the Obligors from any provision thereof is effective unless it is in writing and signed by an officer of the Lender. Such amendment, restatement, replacement, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

 

10.3

Notices

 

  (a)

Any notice or other communication required or permitted to be given to the Obligors hereunder shall be in writing and shall be given by facsimile or email, other electronic means or by hand-delivery as hereinafter provided. Any such notice, if sent by facsimile or email, shall be deemed to have been received on the Business Day after the day of sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below. Notice of change of address shall also be governed by this Section. Notices and other communications to the Obligors shall be addressed as follows:

Borrower and each Guarantor: [DELETED]

 

  [DELETED]
  [DELETED]
Attention:   [DELETED]
Facsimile No.   [DELETED]
Email:   [DELETED]

 

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With a copy to:  
  [DELETED]
  [DELETED]
Attention:   [DELETED]
Email:   [DELETED]
And to:   [DELETED]
  [DELETED]
  [DELETED]
Attention:   [DELETED]
Email:   [DELETED]

 

  (b)

Any notice or other communication required or permitted to be given to the Lender hereunder shall be in writing and shall be given by facsimile or email, other electronic means or by hand-delivery as hereinafter provided. Any such notice, if sent by facsimile or email , shall be deemed to have been received on the Business Day after the day of sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below. Notice of change of address shall also be governed by this Section. Notices and other communications to the Lender shall be addressed as follows:

[DELETED]

 

Attention:   [DELETED]
Facsimile No.   [DELETED]
Email:   [DELETED]
With a copy to:  
  [DELETED]
Attention:   [DELETED]
Email:   [DELETED]

 

10.4

Further Assurances

Whether before or after the occurrence of an Event of Default, the Borrower shall at its own expense do, make, execute or deliver all such further acts, documents and things in connection with the Loan Documents as the Lender may reasonably require from time to time for the purpose of giving effect to the Loan Documents, all promptly upon the reasonable request of the Lender.

 

10.5

Assignment

This Agreement and the other Loan Documents shall enure to the benefit of and be binding upon the parties hereto and thereto, their respective successors and any permitted assigns. The Borrower may not assign all or any part of its rights or Obligations under this Agreement. The Lender may assign all or any part of its rights in respect of the Obligations and the Loan Documents to any Person without the consent of the Borrower (and the Lender may disclose to any proposed assignee such information concerning the financial position and assets of the Borrower as may be relevant or useful in connection therewith provided that such proposed assignee executes a confidentiality agreement agreeing to keep all such information confidential to the same extent as the Lender’s duty of confidentiality).

 

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10.6

Counterparts

This Agreement may be signed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute one and the same instrument. Delivery of such counterparts may be made by fax or PDF via email, either of which will be deemed to have the legal effect of an original.

 

10.7

Entire Agreement

The Loan Documents constitute the entire agreement between the parties hereto pertaining to the matters therein set forth and supersede and replace any prior understandings or arrangements pertaining to the transactions contemplated hereunder. There are no warranties, representations or agreements between the parties in connection with such matters except as specifically set forth or referred to in the Loan Documents.

 

10.8

Termination

Subject to Section 5.4, this Agreement will remain in full force and effect until all the Obligations hereunder have been indefeasibly satisfied. For clarity and without limiting the scope of the prior sentence, the provisions of Section 4.2 (Board Rights) and all other Obligations hereunder that are not terminated in accordance with Section 5.4 will survive the payment and satisfaction in full of the Loan under this Agreement until the earlier of (i) such time as the Warrant Obligations have been indefeasibly satisfied and (ii) October 26, 2023.

ARTICLE 11

GUARANTEE

 

11.1

Guarantee

To induce the Lender to execute and deliver this Agreement and to make or maintain the Loan, and in consideration thereof, each Guarantor hereby irrevocably and unconditionally guarantees (the “Guarantee”) to the Lender due and punctual payment and performance to the Lender upon demand made in accordance with the terms of this Agreement of all Obligations (collectively, the “Guaranteed Obligations”).

 

11.2

Indemnity

In addition to the Guarantee specified in this Article 11, each Guarantor hereby indemnifies and agrees to hold the Lender harmless from and against all costs, losses, expenses and damages the Lender may suffer as a result or consequence of the Borrower’s default in the performance of any of the Guaranteed Obligations, or any inability by the Lender to recover the ultimate balance due or remaining unpaid to the Lender in respect of the Guaranteed Obligations, including without limitation, legal fees incurred by or on behalf of the Lender resulting from any action instituted on the basis of the Guarantee, except for such costs, losses, expenses or damages resulting from the Lender’s gross negligence or willful misconduct.

 

- 35 -


11.3

Payment and Performance

 

  (a)

If the Borrower fails or refuses to punctually make any payment or perform the Guaranteed Obligations, each Guarantor shall unconditionally render any such payment or performance upon demand in accordance with the terms of the Guarantee.

 

  (b)

Nothing but payment and satisfaction in full of the Guaranteed Obligations shall release the Guarantors from their obligations under the Guarantee.

 

11.4

Continuing Obligation

The only condition (and no other document, proof or action other than as specifically provided in the Guarantee is) necessary as a condition of a Guarantor honouring its obligations under the Guarantee is demand by the Lender to the Borrower. The Guarantee is a continuing guarantee, covers all the Guaranteed Obligations, and applies to and secures any ultimate balance due or remaining unpaid to the Lender. The Guarantee shall continue to be binding regardless of:

 

  (a)

whether any other Person or Persons (an “Additional Guarantor”) becomes in any other way responsible to the Lender for, or in respect of all or any part of the Guaranteed Obligations;

 

  (b)

whether any such Additional Guarantor ceases to be so liable;

 

  (c)

the enforceability, validity, perfection or effect of perfection or non-perfection of any security interest securing the Guaranteed Obligations, or the validity or enforceability of any of the Guaranteed Obligations; or

 

  (d)

whether any payment of any of the Guaranteed Obligations has been made and where such payment is rescinded or must otherwise be returned upon the occurrence of any action or event, including the insolvency or bankruptcy of the Borrower or otherwise, all as though such payment had not been made.

 

11.5

Guarantee Unaffected

The Guarantee shall not be determined or affected, or the Lender’s rights under the Guarantee prejudiced by, the termination of any Guaranteed Obligations (other than as a result of the prepayment or repayment in full thereof) by operation of law or otherwise, including without limitation, the bankruptcy, insolvency, dissolution or liquidation of the Borrower, any change in the name, business, powers, capital structure, constitution, objects, organization, directors or management of the Borrower, with respect to transactions occurring either before or after such change. The Guarantee is to extend to the liabilities of the Person or Persons for the time being and from time to time carrying on the business now carried on by the Borrower, notwithstanding any reorganization of the Borrower, any Guarantor or any Additional Guarantor or the amalgamation of the Borrower, a Guarantor or any Additional Guarantor with one or more other corporations (in this case, the Guarantee shall extend to the liabilities of the resulting corporation and the terms “Borrower”, “Guarantor” and “Additional Guarantor” shall include such resulting corporation) or any sale or disposal of the Borrower’s, a Guarantor’s or the Additional Guarantor’s business in whole or in part to one or more other Persons and all of such liabilities shall be included in the Guaranteed Obligations. Each Guarantor agrees that the manner in which the Lender may now or subsequently deal with the Borrower, any Additional Guarantor or any security (or any Collateral subject to the Security) or other guarantee in respect of the Guaranteed Obligations shall have no effect on such Guarantor’s continuing liability under the Guarantee and each Guarantor irrevocably waives any rights it may have in respect of any of the above.

 

- 36 -


11.6

Waivers

Each Guarantor waives each of the following, to the fullest extent permitted by law:

 

  (a)

any defence based upon:

 

  (i)

the unenforceability or invalidity of all or any part of the Guaranteed Obligations, or any security or other guarantee for the Guaranteed Obligations or any failure of the Lender to take proper care or act in a commercially reasonable manner in respect of any security for the Guaranteed Obligations or any Collateral subject to the Security, including in respect of any disposition of the Collateral or any set-off against the Guaranteed Obligations;

 

  (ii)

any act or omission of the Borrower or any other Person, including the Lender, that directly or indirectly results in the discharge or release of the Borrower or any other Person or any of the Guaranteed Obligations or any security for the Guaranteed Obligations; or

 

  (iii)

the Lender’s present or future method of dealing with the Borrower, any Additional Guarantor or any security (or any Collateral subject to the Security) or other guarantee for the Guaranteed Obligations;

 

  (b)

any right (whether now or hereafter existing) to require the Lender, as a condition to the enforcement of the Guarantee:

 

  (i)

to accelerate any of the Guaranteed Obligations or proceed and exhaust any recourse against the Borrower or any other Person;

 

  (ii)

to realize on any security that it holds;

 

  (iii)

to marshall the assets of a Guarantor or the Borrower; or

 

  (iv)

to pursue any other remedy that a Guarantor may not be able to pursue itself and that might limit or reduce such Guarantor’s burden;

 

  (c)

presentment, demand, protest and notice of any kind including, without limitation, notices of default and notice of acceptance of the Guarantee;

 

  (d)

all suretyship defences and rights of every nature otherwise available under Ontario law and other Applicable Law;

 

  (e)

any rights of subrogation or indemnification which it may have, until the Obligations of the Borrower and each other Guarantor under the Loan Documents have been paid in full; and

 

  (f)

all other rights and defences (legal or equitable) the assertion or exercise of which would in any way diminish the liability of the Guarantors under the Guarantee.

 

- 37 -


11.7

Lenders Right to Act

Lender has the right to deal with the Borrower, the documents creating or evidencing the Guaranteed Obligations and the Security (or any Collateral subject to the Security) now or subsequently held by the Lender (including, without limitation, all modifications, extensions, replacements, amendments, renewals, restatements, and supplements to such documents or Security) as Lender may see fit, without notice to the Guarantors or any Additional Guarantor and without in any way affecting, relieving, limiting or lessening any Guarantor’s or any Additional Guarantor’s liability under the Guarantee. Without limitation, Lender may:

 

  (a)

grant time, renewals, extensions, indulgences, releases and discharges to the Borrower;

 

  (b)

take new or additional Security (including, without limitation, other guarantees) from the Borrower;

 

  (c)

discharge or partially discharge any or all Security;

 

  (d)

elect not to take Security from the Borrower or not to perfect Security;

 

  (e)

cease or refrain from, or continue to, give credit or make loans or advances to the Borrower;

 

  (f)

accept partial payment or performance from the Borrower or otherwise waive compliance by the Borrower with the terms of any of the documents or Security;

 

  (g)

assign any such document or Security to any Person or Persons;

 

  (h)

deal or dispose in any manner (whether commercially reasonably or not) with any Security (or any Collateral subject to the Security) or other guarantee for the Guaranteed Obligations; or

 

  (i)

apply all dividends, compositions and moneys at any time received from any Obligor or others or from the security upon such part of the Guaranteed Obligations.

 

11.8

Action or Inaction

Except as provided at law, no action or omission on the part of the Lender in exercising or failing to exercise its rights under this Section or in connection with or arising from all or part of the Guaranteed Obligations shall make the Lender liable to a Guarantor for any loss occasioned to such Guarantor. No loss of or in respect of any securities received by the Lender from the Borrower or others, whether occasioned by the Lender’s fault or otherwise, shall in any way affect, relieve, limit or lessen a Guarantor’s liability under the Guarantee.

 

11.9

Lenders Rights

The rights and remedies provided in this Article 11 are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies provided by law.

 

11.10

Demand

Upon the occurrence of an Event of Default which is continuing, the Lender may make demand in writing to any Guarantor at any time and from time to time, each such written demand to be accepted by each Guarantor as complete and satisfactory evidence of such Guarantor’s obligations to make a payment under the Guarantee and the amount of such payment. The Guarantors shall pay to the Lender such amount or amounts payable under the Guarantee immediately upon such written demand.

 

- 38 -


11.11

No Representations

Each Guarantor acknowledges that the Guarantee has been delivered free of any conditions and that there are no representations which have been made to any Guarantor affecting such Guarantor’s liability under the Guarantee except as may be specifically embodied in the Guarantee and agrees that the Guarantee is in addition to and not in substitution for any other guarantee(s) held or which may subsequently be held by or for the benefit of the Lender.

- signature page follows –

 

- 39 -


IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first written above.

BORROWER:

 

PROMETIC LIFE SCIENCES INC.
By:                                                                    
 

Name:

Title:

GUARANTORS:

 

PROMETIC BIOTHERAPEUTICS INC.
By:                                                                        
 

Name:

Title:

 

PROMETIC BIOSEPARATIONS LTD
By:                                                                    
 

Name:

Title:

 

PROMETIC BIOSCIENCES INC.
By:                                                                    
 

Name:

Title:

 

PROMETIC BIOPRODUCTION INC.
By:                                                                    
 

Name:

Title:

 

[Signature page to Fourth Loan Agreement]


NANTPRO BIOSCIENCES, LLC
By:                                                                        
 

Name:

Title:

PROMETIC PLASMA RESOURCES INC.
By:    
 

Name:

Title:

TELESTA THERAPEUTICS INC.
By:    
 

Name:

Title:

PROMETIC PLASMA RESOURCES USA INC.
By:    
 

Name:

Title:

Executed by:

 

 

Name:

Title:

for and on behalf of PROMETIC PHARMA SMT HOLDINGS LIMITED

 

[Signature page to Fourth Loan Agreement]


Executed by:

 

 

Name:

Title:

for and on behalf of PROMETIC PHARMA SMT LIMITED

Executed by:

 

 

Name:

Title:

for and on behalf of PROMETIC BIOTHERAPEUTICS LTD

 

[Signature page to Fourth Loan Agreement]


LENDER:

 

STRUCTURED ALPHA LP, by its general partner Thomvest Asset Management Inc.
By:    
 

Name: [DELETED]

Title:   [DELETED]

[Signature page to Fourth Loan Agreement]


Schedule 6.1(h)

LOCATIONS

[DELETED – LOCATIONS]


Schedule 6.1(k)

[DELETED – LIST OF MATERIAL CONTRACTS]


Schedule 6.1(o)

[DELETED – ISSUED CAPITAL OF THE OBLIGORS]


Schedule 7.1(i)(iii)

COMPLIANCE CERTIFICATE

 

TO:

Structured Alpha LP, as lender (the “Lender”)

[DELETED – CONTENT OF COMPLIANCE CERTIFICATE]


Exhibit A

[DELETED – CONTENT OF WARRANT #7]


APPENDIX A

[DELETED – FORM OF BORROWING NOTICE]

Exhibit 99.64

SPIN-OFF SHAREHOLDER RIGHTS PLAN AGREEMENT

amended and restated as of March 22, 2018

between

PROMETIC LIFE SCIENCES INC.

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as rights agent

and to which intervened

PROMETIC BIOSCIENCES INC.

and

PROMETIC BIOPRODUCTION INC.

and

PROMETIC BIOTHERAPEUTICS INC.


TABLE OF CONTENTS

 

ARTICLE 1 Interpretation      2  

1.1

 

Certain Definitions

     2  

1.2

 

Currency

     15  

1.3

 

Headings

     15  

1.4

 

Number and Gender

     15  

1.5

 

Acting Jointly or in Concert

     15  

1.6

 

Statutory References

     16  

1.7

 

Calculation of Certain Percentages

     16  
ARTICLE 2 The Rights      16  

2.1

 

Legend on Share Certificates

     16  

2.2

 

Initial Exercise Price; Exercise of Rights; Detachment of Rights

     17  

2.3

 

Execution, Authentication, Delivery and Dating of Rights Certificates

     20  

2.4

 

Registration, Registration of Transfer and Exchange

     21  

2.5

 

Mutilated, Destroyed, Lost and Stolen Rights Certificates

     22  

2.6

 

Persons Deemed Owners

     22  

2.7

 

Delivery and Cancellation of Rights Certificates

     22  

2.8

 

Agreement of Rights Holders

     23  

2.9

 

Rights Certificate Holder not Deemed a Shareholder

     24  

2.10

 

Book Entry Rights Exercise Procedures and Execution, Authentication, Delivery

     24  
ARTICLE 3 Adjustments to the Rights in the Event of Certain Transactions      25  

3.1

 

Flip-in Event

     25  
ARTICLE 4 The Rights Agent      26  

4.1

 

General

     26  

4.2

 

Merger or Amalgamation or Change of Name of Rights Agent

     27  

4.3

 

Duties of Rights Agent

     27  

4.4

 

Change of Rights Agent

     29  

4.5

 

Compliance with Anti-Money Laundering Legislation

     30  

4.6

 

Fiduciary Duties of the Directors

     30  

4.7

 

Privacy Legislation

     31  

4.8

 

Liability

     31  
ARTICLE 5 Miscellaneous      31  

5.1

 

Redemption and Waiver

     31  

5.2

 

Expiration

     33  

5.3

 

Issue of New Rights Certificates

     33  

5.4

 

Supplements and Amendments

     33  

5.5

 

Fractional Rights and Fractional Shares

     35  

5.6

 

Rights of Action

     35  

5.7

 

Notice of Proposed Actions

     35  

5.8

 

Notices

     35  

5.9

 

Successors

     36  

 

- i -


5.10

 

Benefits of this Agreement

     36  

5.11

 

Governing Law

     37  

5.12

 

Severability

     37  

5.13

 

Effective Date

     37  

5.14

 

Determinations and Actions by the Board of Directors

     37  

5.15

 

Rights of Board, Corporation and Offeror

     38  

5.16

 

Regulatory and Governmental Approvals

     38  

5.17

 

Compliance

     38  

5.18

 

Time of the Essence

     38  

5.19

 

Execution in Counterparts and by Telecopier

     38  

5.20

 

Costs of Enforcement

     38  

 

- ii -


SPIN-OFF SHAREHOLDER RIGHTS PLAN AGREEMENT

THIS AGREEMENT, as amended and restated on March 22, 2018, is entered into between Prometic Life Sciences Inc. (the “Corporation”), a corporation existing under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”), to which intervene Prometic Biosciences Inc. (“PBI”), a corporation existing under the Canada Business Corporations Act, and Prometic Bioproduction Inc. (“PBP”), a corporation existing under the Canada Business Corporations Act and Prometic Biotherapeutics Inc. (“PBT”), a corporation existing under the General Corporation Law of the State of Delaware (USA);

RECITALS

 

A.

This Agreement was originally entered into as of March 15, 2006, was first amended and restated as of March 30, 2009, and again amended and restated as of March 14, 2012 and March 25, 2015, and such amended and restated Agreement will expire on May 9, 2018;

 

B.

The Board of Directors has determined that it is advisable and in the best interest of the Corporation to further amend and restate this Agreement, with full force and effect as of the Effective Date, in order to:

 

  (i)

ensure, to the extent possible, that the Board of Directors has adequate time to consider and evaluate any unsolicited bid for the Corporation’s securities and identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid; and

 

  (ii)

encourage the fair and equal treatment of shareholders in connection with any take-over bid for the Corporation’s securities;

 

C.

The Board of Directors has confirmed:

 

  (i)

the distribution of one Right effective at the Effective Date in respect of each Common Share outstanding at the Effective Date; and

 

  (ii)

the issue of one Right in respect of each Common Share issued after the Effective Date and prior to the earlier of the Separation Time and the Expiration Time;

 

D.

Each Right entitles its holder, after the Separation Time, to purchase a Unit comprised of one PBI Share, one PBP Share and one PBT Share under the terms and conditions set forth herein;

 

E.

The Corporation has appointed the Rights Agent to act on behalf of the Corporation, and the Rights Agent is willing to so act, in connection with the issue, transfer, exchange and replacement of Rights Certificates, the exercise of Rights and other matters referred to herein; and


F.

Each of PBI, PBP and PBT is intervening to the Rights Plan:

 

  (i)

to be bound by its terms; and

 

  (ii)

with respect to each Right, to undertake to issue to its holder, after the Separation Time (and upon exercise of the Right and payment of the Exercise Price), one PBI Share, PBP Share or PBT Share, as the case may be, the whole subject to compliance with applicable securities laws.

NOW THEREFORE, the parties agree as follows:

ARTICLE 1

INTERPRETATION

 

1.1

Certain Definitions.

For purposes of this Agreement, the following terms have the meanings indicated:

 

  (a)

Acquiring Person” means any Person who is the Beneficial Owner of the Prescribed Percentage or more of the outstanding Common Shares, excluding:

 

  (i)

the Corporation or any Subsidiary of the Corporation;

 

  (ii)

any Person who becomes the Beneficial Owner of the Prescribed Percentage or more of the outstanding Common Shares as a result of (A) Corporate Acquisitions, (B) Permitted-Bid Acquisitions, (C) Corporate Distributions, (D) Exempt Acquisitions, or (E) Convertible Security Acquisitions (collectively, “Transactions”); provided, however, that if a Person becomes the Beneficial Owner of the Prescribed Percentage or more of the outstanding Common Shares by reason of one or more or any combination of Transactions and, after those Transactions, that Person becomes the Beneficial Owner of an additional 1% or more of the outstanding Common Shares other than under Transactions, then as of the date of such increase in ownership, that Person becomes an Acquiring Person;

 

  (iii)

for a period of 10 days after the Disqualification Date, any Person who becomes the Beneficial Owner of the Prescribed Percentage or more of the outstanding Common Shares as a result of that Person becoming disqualified from relying on Section 1.1(e)(III) solely because that Person makes or proposes to make a Take-over Bid in respect of securities of the Corporation alone or by acting jointly or in concert with any other Person; and

 

  (iv)

an underwriter or member of a banking or selling group acting in such capacity that becomes the Beneficial Owner of the Prescribed Percentage in connection with a distribution of securities (pursuant a prospectus or by way of a private placement).

 

- 2 -


  (b)

Affiliate”, when used to indicate a relationship with a specified corporation, means a Person who directly, or indirectly through one or more controlled intermediaries, controls, or is controlled by, or is under common control with, such specified corporation.

 

  (c)

Agreement” means this agreement as amended, modified or supplemented from time to time.

 

  (d)

Associate”, when used to indicate a relationship with a specified Person, shall mean any Person to whom such specified Person is married or with whom such specified Person is living in a conjugal relationship outside marriage, or any relative of such specified Person, said spouse or other Person who has the same home as such specified Person.

 

  (e)

A Person is the “Beneficial Owner”, has the “Beneficial Ownership” of, and “Beneficially Owns”:

 

  (i)

any securities that Person or any Affiliate or Associate of that Person owns (in law or equity);

 

  (ii)

any securities that Person or any Affiliate or Associate of that Person has the right to acquire or become the owner at law or in equity (A) upon the exercise of Convertible Securities, or (B) under an agreement, arrangement or understanding, if such right is exercisable immediately or within a period of 60 days thereafter whether or not on condition or the happening of any contingency (other than customary agreements with underwriters, banking group or selling group members with respect to a distribution of securities, under a pledge of securities in the ordinary course of business or agreements pursuant to an amalgamation, merger, arrangement, business combination or other similar transaction (statutory or otherwise, but for greater certainty not including a Take-over Bid) that is conditional upon the approval of the shareholders of the Corporation to be obtained prior to such Person acquiring such securities); and

 

  (iii)

any securities that are Beneficially Owned within the meaning of Sections 1.1(e)(i) or 1.1(e)(ii) by any other Person with whom that Person is acting jointly or in concert;

provided, however, that a Person is not the “Beneficial Owner”, or does not have “Beneficial Ownership” of, or does not “Beneficially Own”, a security as a result of the existence of any one or more of the following circumstances:

 

  (I)

that security has been deposited or tendered under a Take-over Bid made by that Person or made by any Affiliate or Associate of that Person or made by any other Person acting jointly or in concert with that Person, unless such deposited or tendered security has been taken up or paid for;

 

- 3 -


  (II)

by reason of the holder of that security having agreed to deposit or tender that security to a Take-over Bid made by that Person or any Affiliate or Associate of that Person or any other Person with whom that Person is acting jointly or in concert under a Permitted Lock-up Agreement, but only until such time as the securities are taken up and paid for under the Take-over Bid;

 

  (III)

if:

 

  (A)

the ordinary business of that Person (the “Fund Manager”) includes the management of pension or mutual funds or investment funds for others (which others may include or be limited to one or more employee benefit plans or pension plans) or the acquisition or holding of securities for a non-discretionary account of a Client (as defined below) by a dealer or broker registered under applicable securities laws to the extent required, and that security is held by the Fund Manager in the ordinary course of such business in the performance of that Fund Manager’s duties for the account of another Person (a “Client”),

 

  (B)

that Person (the “Trust Company”) is licensed to carry on the business of a trust company under applicable law and, as such, acts as trustee or administrator or in a similar capacity in relation to the estates of deceased or incompetent Persons (each an “Estate Account”) or in relation to other accounts (each an “Other Account”) and holds that security in the ordinary course of such duties for the Estate Account or the Other Account,

 

  (C)

that Person is an independent Person established by statute for purposes that include, and the ordinary business or activity of that Person includes, the management of investment funds for employee benefit plans, pension plans, insurance plans of various public bodies (a “Statutory Body”) and the Statutory Body holds that security for the purposes of its activities as such,

 

  (D)

the ordinary business of that Person includes acting as an agent of the Crown in the management of public assets (the “Crown Agent”), or

 

  (E)

that Person is the administrator or the trustee (the “Independent Person”) of one or more pension funds or plans registered under applicable laws (a “Pension Fund”) and holds that security in the ordinary course of such duties for such Pension Fund, or is a Pension Fund;

 

- 4 -


  provided, however, that in any of the foregoing cases in this Section (III) no one of the Fund Manager, Trust Company, Statutory Body, Crown Agent, Independent Person or Pension Fund makes or announces a current intention to make a Take-over Bid in respect of securities of the Corporation alone or acting jointly or in concert with any other Person (other than under a distribution by the Corporation or by means of ordinary-market transactions, including pre-arranged trades entered into in the ordinary course of business of that Person executed through the facilities of a stock exchange or organized over-the-counter market);

 

  (IV)

that Person is a Client of the same Fund Manager as another Person on whose account the Fund Manager holds that security, or that Person is an Estate Account or an Other Account of the same Trust Company as another Person on whose account the Trust Company holds that security, or that Person is a Pension Fund with the same Independent Person as another Pension Fund;

 

  (V)

that Person is a Client of a Fund Manager and that security is owned at law or in equity by the Fund Manager, or that Person is an Estate Account or an Other Account of a Trust Company and that security is owned at law or in equity by the Trust Company, or that Person is a Pension Fund and that security is owned at law or in equity by the Independent Person; or

 

  (VI)

that Person is a registered holder of securities as a result of carrying on the business of, or acting as a nominee of, a securities depository.

 

  (f)

Board of Directors” means, at any time, the duly constituted board of directors of the Corporation.

 

  (g)

Book Entry Form” means, in reference to securities, securities that have been issued and registered in uncertificated form and includes securities evidenced by an advice or other statement and securities which are maintained electronically on the records of the Corporation’s transfer agent but for which no certificate has been issued;

 

  (h)

“Book Entry Rights Exercise Procedures” has the meaning ascribed thereto in 2.10(a).

 

  (i)

Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions in Montreal or Toronto are authorized or obligated by law to close.

 

  (j)

CBCA” means the Canada Business Corporations Act and the regulations thereunder, as amended from time to time.

 

  (k)

Close of Business” means, on any given date, the time on that date (or, if that date is not a Business Day, the time on the next succeeding Business Day) at which the office of the transfer agent for the Common Shares in the City of Montreal (or, after the Separation Time, the office of the Rights Agent in the City of Montreal) is closed to the public; provided, however, that for the purposes of the definition of “Competing Permitted Bid” and the definition of “Permitted Bid”, “Close of Business” on any date means 11:59 p.m. (local time, at the place of deposit) on such date (or, if such date is not a Business Day, 11:59 p.m. (local time, at the place of deposit) on the next succeeding Business Day).

 

- 5 -


  (l)

Common Shares” means the common shares in the capital of the Corporation which, at the time of this Agreement, are designated as the “Common Shares”, and which may be converted, re-designated or otherwise changed from time to time.

 

  (m)

Competing Permitted Bid” means a Take-over Bid that is made by means of a Take-over Bid circular and which also complies with the following additional provisions:

 

  (i)

is made while another Permitted Bid or another Competing Permitted Bid is in existence; and

 

  (ii)

satisfies all the components of the definition of a Permitted Bid, provided that it is not required to satisfy the requirement set out in Error! Reference source not found.; and

 

  (iii)

contains, and the take-up and payment for securities tendered or deposited thereunder are subject to, an irrevocable and unqualified condition that no Shares shall be taken up or paid for pursuant to the Take-over Bid prior to the close of business on the last day of the minimum initial deposit period that such Take-over Bid must remain open for deposits of securities thereunder pursuant to NI 62-104 after the date of the Take-over Bid constituting the Competing Permitted Bid,

provided, however, that a Take-over Bid that qualified as a Competing Permitted Bid shall cease to be a Competing Permitted Bid as soon as such Take-over Bid ceases to meet any or all of the provisions of this definition, and any acquisition of Shares made pursuant to such Take-over Bid that qualified as a Competing Permitted Bid, will not be a Permitted-Bid Acquisition.

 

  (n)

controlled”: a corporation is “controlled” by another Person if (i) its securities entitled to vote in the election of directors carrying more than 50% of the votes therefor are held, other than by way of security only, by or for the benefit of that other Person; and (ii) the votes carried by those securities may elect a majority of the board of directors; and “controls”, “controlling” and “under common control with” will be interpreted accordingly.

 

  (o)

Convertible Security” means, at any time, any security or right (other than Rights) under which its holder may (or is obliged to) acquire, or which may be (or is) convertible into Common Shares, whether or not on conditions and within a period of 60 days from that time.

 

  (p)

Convertible Security Acquisition” means the acquisition of Common Shares upon the purchase, exercise of Convertible Securities acquired or received by a Person under a Permitted-Bid Acquisition, Exempt Acquisition or a Corporate Distribution.

 

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  (q)

Corporate Acquisition” means an acquisition by the Corporation or a Subsidiary of the Corporation or the redemption by the Corporation or the cancellation by the Corporation of Common Shares that by reducing the number of Common Shares outstanding increases the proportionate number of Common Shares Beneficially Owned by any Person.

 

  (r)

Corporate Distribution” means an acquisition as a result of:

 

  (i)

a stock dividend or a stock split or other event following which a Person receives or acquires Common Shares and/or Convertible Securities of a given type or class on the same pro-rata basis as all other holders of Common Shares and/or Convertible Securities of the same type or class (other than holders resident in a jurisdiction where a distribution is restricted or impracticable as a result of applicable law); or

 

  (ii)

any other event following which all holders of Common Shares and/or Convertible Securities (other than holders resident in a jurisdiction where a distribution is restricted or impracticable as a result of applicable law) are entitled to receive Common Shares or Convertible Securities on a pro-rata basis, including, without limitation, the receipt or exercise of rights issued by the Corporation and distributed to all holders of Common Shares to subscribe for or purchase Common Shares or Convertible Securities, provided that such rights are acquired directly from the Corporation and not from another Person, and further provided that the Person in question does not thereby acquire a greater percentage of Common Shares or Convertible

Securities than the Person’s percentage of Common Shares Beneficially Owned immediately prior to that acquisition or exercise.

 

  (s)

Corporation” has the meaning set forth in the recitals hereto.

 

  (t)

Disqualification Date” means the first date of public announcement by a Person specified in Section 1.1(a)(iii) or the Corporation of a current intent to commence a Take-over Bid.

 

  (u)

Dividend Reinvestment Plan” means a dividend reinvestment or other plan of the Corporation made available by the Corporation to holders of its securities where that plan permits the holder to direct that dividends paid in respect of any securities of the Corporation, proceeds of redemption of Common Shares, interest paid on evidences of indebtedness of the Corporation, or option cash payments, be applied to the purchase from the Corporation of additional securities of the type or class of securities in respect of which those dividends relate.

 

  (v)

Effective Date” has the meaning given to that term in Section 5.13.

 

  (w)

Election to Exercise” has the meaning given to that term in Section 2.2(e).

 

- 7 -


  (x)

Exempt Acquisition” means an acquisition of Common Shares or Convertible Securities:

 

  (i)

in respect of which the Board of Directors has waived the application of Section 3.1 under Sections 5.1(b), 5.1(c) or 5.1(d);

 

  (ii)

that was made under a Dividend Reinvestment Plan;

 

  (iii)

made as an intermediate step in a series of related transactions in connection with an acquisition by the Corporation or its Subsidiaries of a Person or assets, provided that the Person who acquires such securities distributes or is deemed to distribute such securities to its security holders within 10 Business Days of the completion of such acquisition, and following such distribution no Person has become the Beneficial Owner of 20% or more of the Corporation’s then-outstanding Common Shares;

 

  (iv)

pursuant to an amalgamation, merger, arrangement, business combination or other similar transaction (statutory or otherwise, but for greater certainty not including a Take-over Bid) requiring approval by shareholders of the Corporation;

 

  (v)

under a distribution to the public by the Corporation of Common Shares or Convertible Securities made under a prospectus, provided that the Person in question does not thereby acquire a greater percentage of Common Shares or Convertible Securities than the percentage of Common Shares Beneficially Owned immediately prior to that acquisition; or

 

  (vi)

under an issue and sale by the Corporation of Common Shares or Convertible Securities by way of private placement by the Corporation, provided that:

 

  (A)

all necessary stock exchange approvals for such private placement have been obtained and such private placement complies with the terms and conditions of such approvals, and

 

  (B)

the purchaser does not become the Beneficial Owner of more than 25% of the number of Common Shares outstanding immediately prior to the private placement (and in making this determination, the securities to be issued to that purchaser under the private placement will be deemed to be held by that purchaser, but will not be included in the number of Common Shares outstanding immediately prior to the private placement) or a greater percentage of Common Shares or Convertible Securities representing the right to acquire Common Shares than the percentage of Common Shares such Person Beneficially Owned immediately prior to such acquisition.

 

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  (y)

Exercise Price” means, as of any date, the price at which a holder of a Right may purchase the securities issuable upon exercise of one such Right which, until adjustment thereof in accordance with the terms hereof, shall be: (i) until the Separation Time, an amount equal to five times the Market Price, from time to time, per Common Share; and (ii) from and after the Separation Time, an amount equal to five times the Market Price, as at the Separation Time, per Common Share1.

 

  (z)

Expiration Time” means the earlier of: (i) the Termination Time, (ii) the close of business on the date immediately following the date of the Corporation’s annual meeting of shareholders to be held in 2021; provided, however, that if the resolution referred to in Section 5.13(b) is approved by the Independent Holders in accordance with Section 5.13(b) at or prior to such annual meeting, “Expiration Time” shall mean the earlier of (A) the Termination Time, and (B) the close of business on the date immediately following the date of the Corporation’s annual meeting of shareholders to be held in 2024.

 

  (aa)

Flip-in Event” means a transaction or series of transactions in or following which any Person becomes an Acquiring Person, provided, however, that a Flip-in Event shall be deemed to occur at the Close of Business on the 10th day (or on such later day as the Board of Directors shall determine) after a Stock Acquisition Date.

 

  (bb)

holder”, with respect to any Rights, means the registered holder of those Rights (or, prior to the Separation Time, the associated Common Shares).

 

  (cc)

Independent Holders” means holders of Common Shares, excluding any Acquiring Person or Offeror, or any Affiliate or Associate of that Acquiring Person or Offeror, or any Person acting jointly or in concert with that Acquiring Person or Offeror, or any employee benefit plan, stock purchase plan, deferred profit sharing plan or any similar plan or trust for the benefit of employees of the Corporation or a Subsidiary of the Corporation, unless the beneficiaries of any such plan or trust direct the manner in which the Common Shares are to be voted or direct whether the Common Shares are to be tendered to a Take-over Bid.

 

  (dd)

Lock-up Bid” has the meaning given to that term in Section 1.1(pp).

 

  (ee)

Locked-up Person” has the meaning given to that term in Section 1.1(pp).

 

  (ff)

Market Price”, per security of any securities on any date of determination, means the average of the daily closing prices per security of those securities (determined as described below) on each of the 20 consecutive Trading Days ending three Trading Days immediately preceding that date.

 

1 

NOTE : Given the consolidation, the Exercise Price must be changed.

 

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The closing price per security of any securities on any date will be:

 

  (i)

the closing board lot sale price or, if such price is not available, the average of the closing bid and asked prices, for each security as reported by the Toronto Stock Exchange;

 

  (ii)

if, for any reason, none of such prices is available on such day or the securities are not listed or admitted to trading on the Toronto Stock Exchange, the closing board lot sale price or, if such price is not available, the average of the closing bid and asked prices, for each security as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the securities exchange on which the securities are primarily traded;

 

  (iii)

if not so listed, the last quoted price, or if not so quoted, the average of the high bid and low asked prices for each security of those securities in the over-the-counter market; or

 

  (iv)

if on any such date the securities are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the securities selected in good faith by the Board of Directors; provided, however, that if on the date of determination the securities are not traded in the over-the-counter market, the closing price per security of those securities on that date will mean the fair value per security of those securities on such date as determined in good faith by a nationally or internationally recognized investment dealer or investment banker.

 

  (gg)

NI 62-104” means National Instrument 62-104 – Take-Over Bids and Issuer Bids adopted by certain of the Canadian securities regulatory authorities, as now in effect or as the same may from time to time be amended, re-enacted or replaced and including for greater certainty any successor instrument thereto.

 

  (hh)

Offer to Acquire” means:

 

  (i)

an offer to purchase, or a solicitation of an offer to sell; and

 

  (ii)

an acceptance of an offer to sell, whether or not that offer to sell has been solicited, and the Person accepting an offer to sell will be making an Offer to Acquire to the Person that made the offer to sell;

or any combination thereof.

 

  (ii)

Offeror” means a Person who has announced a current intention to make, or who makes and has outstanding, a Take-over Bid.

 

  (jj)

Offeror’s Securities” means Common Shares and Convertible Securities Beneficially Owned by an Offeror, any Affiliate or Associate of that Offeror, or any Person acting jointly or in concert with that Offeror.

 

- 10 -


  (kk)

PBI Share” means a Class “A” share in the capital of PBI;

 

  (ll)

PBP Share” means a Class “A” common share in the capital of PBP;

 

  (mm)

PBT Share” means a common stock in the capital of PBT;

 

  (nn)

Permitted Bid” means a Take-over Bid that is made by means of a Take-over Bid circular and:

 

  (i)

that is made to all registered holders of Common Shares (other than the Offeror’s Securities); and

 

  (ii)

that contains and the take up and payment for securities tendered or deposited thereunder shall be subject to, irrevocable and unqualified condition that no Shares shall be taken up or paid for pursuant to the Take-over Bid:

 

  (A)

prior to the close of business on the date which is not less than one hundred and five (105) days following the date of the Take-over Bid or such shorter minimum period as determined in accordance with section 2.28.2 or section 2.28.3 of NI 62-104 for which a Take-over Bid (that is not exempt from any of the requirements of division 5 (Bid Mechanics) of NI 62-104) must remain open for deposit of securities thereunder; and

 

  (B)

unless, at the close of business on the date Shares are first taken up or paid for under such Take-over Bid, more than fifty percent (50%) of the then outstanding Common Shares shall have been tendered or deposited to the Take-over Bid and not withdrawn;

 

  (iii)

that contains an irrevocable and unqualified provision that:

 

  (A)

unless the Take-over Bid is withdrawn, Common Shares may be deposited under the Take-over Bid at any time during the period of time which applies pursuant to clause (ii)(A) of this Section 1.1(nn) and that any Shares deposited pursuant to the Take-over Bid may be withdrawn at any time until taken up and paid for; and

 

  (B)

should the condition referred to in Clause (ii)(B) of this Section 1.1(nn) be met: (i) the Offeror will make a public announcement of that fact; and (ii) the Take-over Bid will be extended for a period of not less than ten (10) days from the date of such public announcement.

 

  (oo)

Permitted-Bid Acquisitions” means share acquisitions made under a Permitted Bid or a Competing Permitted Bid.

 

- 11 -


  (pp)

Permitted Lock-up Agreement” means an agreement between a Person and one or more holders (each a “Locked-up Person”) of Common Shares or Convertible Securities, the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, not later than the date the Lock-up Bid (as defined below) is publicly announced or, if the agreement was entered into after the date of the Lock-up Bid, not later than the date the agreement was entered into, under which the Locked-up Persons agree to deposit or tender Common Shares or Convertible Securities to a Take-over Bid (the “Lock-up Bid”) made by the Person or any Affiliate or Associate of that Person or any other Person referred to in Section 1.1(e)(iii) and where (x) in the context of a Lock-up Bid that is supported by the Corporation, the agreement shall terminate automatically or may be terminated by the Locked-up Person upon termination, in accordance with its terms, of the agreement between the Offeror and the Corporation under which it was agreed that the Offeror would acquire all of the Common Shares outstanding in accordance with the terms of the agreement, and (y) in the context of a Lock-up Bid that is not supported by the Corporation, the agreement:

 

  (i)

permits the Locked-up Person to withdraw Common Shares or Convertible Securities in order to tender or deposit Common Shares or Convertible Securities to another Take-over Bid (or terminate the agreement in order to support another transaction) that represents an offering price for each Common Share or Convertible Security that exceeds, or provides a value for each Common Share or Convertible Security that is greater than:

 

  (A)

the offering price or value contained or proposed to be contained in the Lock-up Bid; or

 

  (B)

the offering price or value contained or proposed to be contained in the Lock-up Bid by as much or more than a specified amount and that specified amount is not greater than 7% of the offering price or value that is contained or proposed to be contained in the Lock-up Bid; and

 

  (ii)

provides that no “break-up” fees, “top-up” fees, penalties, payments, expenses or other amounts that exceed in the aggregate the greater of (A) the cash equivalent of 2.5% of the price or value payable under the Lock-up Bid to the Locked-up Person and (B) 50% of the amount by which the price or value payable under another Take-over Bid or another transaction to a Locked-up Person exceeds the price or value of the consideration that that Locked-up Person would have received under the Lock-up Bid, will be payable by that Locked-up Person under the agreement if the Lock-up Bid is not successfully concluded or if any Locked-up Person withdraws or fails to tender Common Shares or Convertible Securities thereunder, and that those amounts will be payable only following the actual receipt by the Locked-up Person of consideration under another Take-over Bid or another transaction;

 

 

- 12 -


and, for greater certainty, the agreement may contain a right of first refusal or require a period of delay to give the Offeror an opportunity to at least match a higher consideration in another Take-over Bid or another transaction or contain any other similar limitation on a Locked-up Person’s right to withdraw Common Shares or Convertible Securities from the agreement, so long as any such limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Common Shares or Convertible Securities in sufficient time to tender to the other Take-over Bid or to support the other transaction.

 

  (qq)

Person” means any individual, firm, partnership, association, trust, trustee, executor, administrator, legal or personal representative, government, governmental body, entity or authority, group, body corporate, corporation, unincorporated organization or association, syndicate, joint venture or any other entity, whether or not having legal personality, and any of the foregoing in any derivative, representative or fiduciary capacity and pronouns have a similar extended meaning.

 

  (rr)

Prescribed Percentage” means 20% of the outstanding Common Shares.à

 

  (ss)

Privacy Laws” has the meaning given to that term in Section 4.7.

 

  (tt)

Redemption Price” has the meaning given to that term in Section 5.1(a).

 

  (uu)

regular periodic cash dividends” means cash dividends paid at regular intervals in any fiscal year of the Corporation to the extent that those cash dividends do not exceed, in the aggregate, the greatest of:

 

  (i)

200% of the aggregate amount of cash dividends declared payable by the Corporation on its Common Shares in its immediately preceding fiscal year; and

 

  (ii)

100% of the consolidated net income of the Corporation, before extraordinary items, for its immediately preceding fiscal year.

 

  (vv)

Right” means a right issued under this Agreement.

 

  (ww)

Rights Agent” means Computershare Trust Company of Canada or, as the case may be, any successor rights agent hereunder.

 

  (xx)

Rights Certificate” has the meaning given to that term in Section 2.2(d)(i).

 

  (yy)

Rights Register” has the meaning given to that term in Section 2.4(b).

 

  (zz)

Securities Act” means the Securities Act (Québec), and the regulations and rules thereunder, and any comparable or successor laws, regulations and rules thereto.

 

- 13 -


  (aaa)

Separation Time” means:

 

  (i)

the Close of Business on the 10th Trading Day after the earlier of:

 

  (A)

the Stock Acquisition Date,

 

  (B)

the date of the commencement of, or first public announcement of the intent of any Person (other than the Corporation or any Subsidiary of the Corporation) to commence, a Take-over Bid (other than a Permitted Bid or Competing Permitted Bid so long as such Take-over Bid continues to satisfy the requirements of a Permitted Bid or Competing Permitted Bid), provided that, in respect of a Take-over Bid (other than a Permitted Bid or Competing Permitted Bid) that commenced prior to the Effective Date, the Separation Time will be the Close of Business on the third Trading Day after the Effective Date, and

 

  (C)

the date on which a Permitted Bid or Competing Permitted Bid ceases to qualify as such;

provided that, if any Take-over Bid, Permitted Bid or Competing Permitted Bid expires or is cancelled, terminated or otherwise withdrawn prior to the Separation Time, without securities deposited thereunder being taken up and paid for, that Take-over Bid, Permitted Bid or Competing Permitted Bid, as the case may be, will be deemed, for purposes of this Section 1.1(aaa), never to have been made and provided further that if the Board of Directors determines under Sections 5.1(b), 5.1(c) or 5.1(d) to waive the application of Section 3.1 to a Flip-in Event, the Separation Time in respect of that Flip-in Event will be deemed never to have occurred; or

 

  (ii)

such later Business Day as may be determined at any time or from time to time by the Board of Directors (or any committee of the Board of Directors so designated by the Board of Directors).

 

  (bbb)

Shares” means any shares in the capital of the Corporation.

 

  (ccc)

Stock Acquisition Date” means the first date of public announcement by the Corporation, an Offeror or an Acquiring Person of facts indicating that a Person has become an Acquiring Person.

 

  (ddd)

Subsidiary”: a corporation is a Subsidiary of another corporation if (i) it is controlled by (A) that other corporation; (B) that other corporation and one or more corporations each of which is controlled by that other corporation; or (C) two or more corporations each of which is controlled by that other corporation; or (ii) it is a Subsidiary of a corporation that is that other corporation’s Subsidiary.

 

  (eee)

Take-over Bid” means an Offer to Acquire Common Shares or Convertible Securities where the Common Shares or Convertible Securities subject to the Offer to Acquire, together with the Common Shares into which the Convertible Securities subject to the Offer to Acquire are convertible, and the Offeror’s Securities, constitute in the aggregate the Prescribed Percentage or more of the outstanding Common Shares as of the date of the Offer to Acquire.

 

- 14 -


  (fff)

Termination Time” means the time at which the right to exercise Rights terminates under Sections 5.1(a), 5.1(e), Error! Reference source not found. or 5.1(h).

 

  (ggg)

Trading Day”, when used with respect to any securities, means a day on which the principal Canadian stock exchange or market on which those securities are listed or admitted to trading is open for the transaction of business or, if the securities are not listed or admitted to trading on any Canadian stock exchange or market, a Business Day.

 

  (hhh)

Unit” means a unit comprised of one PBI Share, one PBP Share and one PBT Share;

 

1.2

Currency.

All sums of money that are referred to in this Agreement are expressed in lawful money of Canada, unless otherwise specified.

 

1.3

Headings.

The division of this Agreement into articles, Sections and clauses and the insertion of headings, subheadings and a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereunder” and similar expressions refer to this Agreement and not to any particular article, Section, or clause or other portion hereof and include any agreement supplemental hereto. References herein to “Sections” are to articles, sections, clauses and further subdivisions of articles of this Agreement.

 

1.4

Number and Gender.

Wherever the context so requires, terms used herein importing the singular number only include the plural and vice-versa and words importing only one gender include all others.

 

1.5

Acting Jointly or in Concert.

For purposes of this Agreement, a Person is acting jointly or in concert (a) with every Person who is a party to an agreement, commitment or understanding, whether formal or informal, to acquire or make an Offer to Acquire Common Shares and/or Convertible Securities (other than customary agreements with and between underwriters or banking group members or selling group members with respect to a distribution of securities or to a pledge of securities in the ordinary course of business), and (b) all of their respective Affiliates and Associates.

 

- 15 -


1.6

Statutory References.

Unless the context otherwise requires or except as expressly provided herein, any reference herein to a specific part, section, clause or rule of any statute or regulation will be deemed to refer to the same as it may be amended, re-enacted or replaced or, if repealed and there is no replacement therefor, to the same as it is in effect on the date of this Agreement.

 

1.7

Calculation of Certain Percentages.

For purposes of this Agreement, the percentage of the outstanding Common Shares Beneficially Owned by any Person is the product of: (a) 100 and (b) a fraction of which (i) the numerator is the number of Common Shares Beneficially Owned by such Person and (ii) the denominator is the number of Common Shares then outstanding. In determining such percentage, all unissued Common Shares of which such Person is deemed to be the Beneficial Owner shall be deemed to be outstanding.

ARTICLE 2

THE RIGHTS

 

2.1

Legend on Share Certificates.

 

  (a)

Certificates issued for Common Shares after the Effective Date, but prior to the Close of Business on the earlier of the Separation Time and the Expiration Time, will evidence one Right for each Common Share represented thereby (subject to the adjustments provided herein) and, commencing as soon as reasonably practicable after the Effective Date, shall have impressed on, printed on, written on or otherwise affixed to them, a legend in substantially the following form:

 

  (i)

“Until the Separation Time (as defined in the Spin-off Rights Plan referred to below), this certificate also evidences and entitles its holder to certain Rights as set forth in a Spin-off Shareholder Rights Plan Agreement, as amended and restated on March 22, 2018, and as may be further amended, modified or supplemented from time to time (the “Spin-off Rights Plan”), between Prometic Life Sciences Inc. (the “Corporation”) and Computershare Trust Company of Canada, as rights agent (the “Rights Agent”), and to which intervened Prometic Biosciences Inc., and Prometic Bioproduction Inc. and Prometic Biotherapeutics Inc., the terms of which are hereby incorporated by reference and a copy of which is on file at the principal executive office of the Corporation. Under certain circumstances, as set forth in the Spin-off Rights Plan, the Rights may be amended or redeemed, may expire, may become null and void (if, in certain cases, they are issued to or “Beneficially Owned” by any Person who is, was or becomes an “Acquiring Person”, as those terms are defined in the Spin-off Rights Plan, whether currently held by or on behalf of that Person or any subsequent holder) or may be evidenced by separate certificates and may no longer be evidenced by this certificate.”

 

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  (ii)

“The Corporation will arrange for the mailing of a copy of the Spin-off Rights Plan to the holder of this certificate without charge upon receipt of a written request therefor.”

 

  (b)

Until the earlier of the Separation Time and the Expiration Time, certificates representing Common Shares that are outstanding at the Effective Date will evidence one Right for each Common Share evidenced thereby, subject to the adjustments provided herein, notwithstanding the absence of the foregoing legend. Following the Separation Time, Rights shall be evidenced by Rights Certificates issued under Section 2.2.

 

2.2

Initial Exercise Price; Exercise of Rights; Detachment of Rights.

 

  (a)

Right to entitle holder to purchase one Unit. Each Right will entitle its holder, from and after the Separation Time and prior to the Expiration Time, to purchase, for the Exercise Price, one Unit comprised of one PBI Share, one PBP Share and one PBT Share. Notwithstanding any other provision of this Agreement, any Rights held by the Corporation and any of its Subsidiaries will be void.

 

  (b)

Rights not exercisable until Separation Time. Until the Separation Time, (i) the Rights shall not be exercisable, and (ii) each Right will be transferable only together with, and will be transferred by a transfer of, the associated Common Shares.

 

  (c)

Separation. From and after the Separation Time and prior to the Expiration Time, (i) the Rights will be exercisable, and (ii) the registration and transfer of the Rights will be separate from, and independent of, Common Shares.

 

  (d)

Delivery of Rights Certificate and disclosure statement. In the event that the Corporation determines to issue Rights Certificates (as defined below), then promptly following the Separation Time, the Corporation shall prepare and the Rights Agent shall mail to each holder of Rights as of the Separation Time (other than an Acquiring Person and, in respect of any Rights Beneficially Owned by that Acquiring Person that are not held of record by that Acquiring Person, the holder of those Rights (a “Nominee”)) at the holder’s address as shown by the records of the Corporation (and the Corporation shall furnish copies of those records to the Rights Agent for this purpose):

 

  (i)

a certificate (a “Rights Certificate”) in substantially the form of Schedule 2.2(d) hereto appropriately completed, representing the number of Rights held by that holder at the Separation Time, and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with this Agreement, or as may be required to comply with any law, rule, regulation or judicial or administrative order or with any rule or regulation made thereunder or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage, and

 

- 17 -


  (ii)

a disclosure statement describing the Rights;

provided that a Nominee shall be sent the materials provided for in Sections 2.2(d)(i) and 2.2(d)(ii) in respect of all Common Shares held of record by it that are not Beneficially Owned by an Acquiring Person. In order for the Corporation to determine whether any Person is a Nominee, the Corporation may require that Person to furnish it with such information and documentation as the Corporation considers advisable.

 

  (e)

Exercise of Rights. In the event that the Corporation determines to issue Rights Certificates, rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent the Rights Certificate evidencing those Rights together with an election to exercise those Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate duly completed and executed, accompanied by payment by certified cheque, banker’s draft or money order payable to the order of the Rights Agent, of a (a) sum equal to (i) the Exercise Price multiplied by (ii) the number of Rights being exercised and (b) a sum sufficient to cover any transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issue or delivery of certificates for PBI Shares, PBP Shares or PBT Shares in a name other than that of the holder of the Rights being exercised, all of the above to be received before the Expiration Time by the Rights Agent at its principal office in any of the cities listed on the Rights Certificate.

 

  (f)

Duties of Rights Agent upon receipt of Election to Exercise. In the event that the Corporation determines to issue Rights Certificates, then upon receipt of a Rights Certificate that is accompanied by (i) a completed and duly executed Election to Exercise, and (ii) payment, the Rights Agent (unless otherwise instructed by the Corporation) will promptly:

 

  (i)

requisition certificates representing the number of PBI Shares, PBP Shares and PBT Shares to be purchased from the Corporation or any transfer agent for the PBI Shares, PBP Shares and PBT Shares (the Corporation, PBI, PBP and PBT hereby irrevocably authorizing such transfer agent(s) to comply with all such requisitions);

 

  (ii)

after receipt of the share certificates, deliver them to or upon the order of the holder of the Rights, registered in such name or names as may be designated by that holder;

 

  (iii)

after receipt of the cash, if applicable, deliver it (less any amounts required to be withheld) to or to the order of the holder of the Rights; and

 

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  (iv)

tender to the Corporation all payments received on exercise of the Rights, for distribution to PBI, PBP and PBT.

 

  (g)

Partial Exercise of Rights. If a holder of Rights exercises less than all of the Rights evidenced by that holder’s Rights Certificate, the Rights Agents shall issue a new Rights Certificate evidencing the Rights remaining unexercised to that holder or to that holder’s duly authorized assigns.

 

  (h)

Duties of the Corporation. The Corporation shall:

 

  (i)

take all such action as may be necessary and within its power to ensure that all PBI Shares, PBP Shares and PBT Shares delivered upon exercise of Rights will, at the time of delivery of the certificates for these securities (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable;

 

  (ii)

take all such action as may be necessary and within its power to ensure compliance with Sections 2.2 and 3.1 including, without limitation, all such action to comply with any applicable requirements of the CBCA, the Securities Act and any comparable legislation of any other applicable jurisdiction and any other applicable law, rule or regulation, in connection with the issue and delivery of the Rights Certificates and the issue of any PBI Shares, PBP Shares or PBT Shares upon exercise of Rights;

 

  (iii)

use reasonable efforts to cause, from and after such time as the Rights become exercisable, all PBI Shares, PBP Shares and PBT Shares issued upon exercise of Rights to be listed upon issue on a Canadian and/or American stock exchange;

 

  (iv)

cause to be reserved and kept available out of PBI’s, PBP’s and PBT’s authorized and unissued shares, the number of PBI Shares, PBP Shares and PBT Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights;

 

  (v)

pay when due and payable all applicable transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation, PBI, PBP or PBT to withhold tax) that may be payable in respect of the original issue or delivery of the Rights Certificates, provided that the Corporation, PBI, PBP and PBT shall not be required to pay any transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issue or delivery of certificates for PBI Shares, PBP Shares or PBT Shares in a name other than that of the holder of the Rights being transferred or exercised;

 

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  (vi)

after the Separation Time, not subscribe (or permit any Subsidiary to subscribe) to any PBI Shares, PBP Shares or PBT Shares nor become the holder, directly or indirectly, of any other securities of PBI, PBP or PBT;

 

  (vii)

after the Separation Time, not cause, permit nor authorize PBI, PBP or PBT to create new classes of shares, subdivide, consolidate, convert, exchange or otherwise change the PBI Shares, PBP Shares or PBT Shares (other than solely for tax planning purposes), issue any securities (other than the PBI Shares, PBP Shares and PBT Shares to be issued under this Agreement to holders of Rights) or otherwise dilute holders of Rights; and

 

  (viii)

after the Separation Time, except as permitted by Sections 5.1 or 5.4, not take (or permit any Subsidiary to take) any action if, at the time that action is taken, it is reasonably foreseeable that it will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

 

  (i)

Common Shares. A Right issued to a holder of a Common Share will represent the right to acquire one Unit per Common Share so held. If a Common Share is redeemed or is purchased for cancellation prior to the Separation Time, its accompanying Right will be deemed to have been purchased for cancellation. If Common Shares are subdivided or consolidated prior to the Separation Time, their accompanying Rights will be deemed to have been subdivided or consolidated, as the case may be, and the Exercise Price will be deemed to have been adjusted (subject to Section 3.1), accordingly.

 

2.3

Execution, Authentication, Delivery and Dating of Rights Certificates.

 

  (a)

The Rights Certificates shall be executed on behalf of the Corporation by its Chairman, President, Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, or Vice-President, together with its Secretary. The signature of any of these officers on the Rights Certificates may be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Corporation will bind the Corporation, notwithstanding that any of them have ceased to hold those offices prior to the countersignature and delivery of Rights Certificates.

 

  (b)

Promptly after the Corporation learns of the Separation Time, the Corporation shall notify the Rights Agent thereof and shall deliver Rights Certificates executed by the Corporation to the Rights Agent for countersignature and disclosure statements as described in Section 2.2(d), and the Rights Agent shall manually or by facsimile signature countersign and send those Rights Certificates and disclosure statements to the holders of the Rights under Section 2.2(c). No Rights Certificate will be valid for any purpose until countersigned by the Rights Agent.

 

  (c)

Each Rights Certificate shall be dated the date of countersignature thereof.

 

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2.4

Registration, Registration of Transfer and Exchange.

 

  (a)

The Corporation shall cause to be kept a register (the “Rights Register”) in which, subject to such reasonable policies as it may prescribe, the Corporation shall register and transfer Rights. The Rights Agent is hereby appointed “Rights Registrar” for purposes of maintaining the Rights Register for the Corporation and registering and transferring Rights as herein provided. If the Rights Agent ceases to be the Rights Registrar, the Rights Agent may examine the Rights Register at all reasonable times.

 

  (b)

After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of a Rights Certificate and subject to Section 2.4(d) and the other provisions of this Agreement, the Corporation shall execute and the Rights Agent shall countersign, register and deliver, in the name of the holder or the designated transferee or transferees in accordance with the holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificates so surrendered. Alternatively, in the case of the exercise of Rights in Book Entry Form, the Rights Agent shall provide the holder or the designated transferee or transferees with one or more statements issued under the Rights Agent’s direct registration system evidencing the same aggregate number of Rights as did the direct registration system’s records for the Rights transferred or exchanged.

 

  (c)

All Rights issued upon any registration of transfer or exchange of Rights Certificates will bind the Corporation, and those Rights will entitle their holders to the same benefits under this Agreement as the Rights surrendered upon registration of transfer or exchange.

 

  (d)

Each Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Corporation or the Rights Agent, as the case may be, duly executed by the registered holder thereof or that holder’s attorney duly authorized in writing.

 

  (e)

As a condition to the issue of any new Rights Certificate under this Section 2.4, the Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and the Corporation may require payment of a sum sufficient to cover any other expenses (including the fees and expenses of the Rights Agent) in connection therewith.

 

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2.5

Mutilated, Destroyed, Lost and Stolen Rights Certificates.

 

  (a)

If any mutilated Rights Certificate is surrendered to the Rights Agent prior to the Expiration Time, the Corporation shall execute and the Rights Agent shall countersign and deliver in exchange therefor a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so surrendered.

 

  (b)

If (i) evidence of the destruction, loss or theft of any Rights Certificate is delivered to the Corporation and the Rights Agent prior to the Expiration Time and to their reasonable satisfaction, together with (ii) such indemnity or other security as may be required by each of them to save each of them and any of their agents harmless then, in the absence of notice to the Corporation or the Rights Agent that that Rights Certificate has been acquired by a bona fide purchaser, the Corporation shall execute and the Rights Agent shall countersign and deliver, in lieu of any such destroyed, lost or stolen Rights Certificate, a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so destroyed, lost or stolen.

 

  (c)

As a condition to the issue of any new Rights Certificate under this Section 2.5, the Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and the Corporation may require payment of a sum sufficient to cover any other expenses (including the fees and expenses of the Rights Agent) in connection therewith.

 

  (d)

Every new Rights Certificate issued under this Section 2.5 in lieu of any destroyed, lost or stolen Rights Certificate will evidence an original additional contractual obligation of the Corporation, whether or not the destroyed lost or stolen Rights Certificate will be at any time enforceable by anyone, and the holder thereof will be entitled to all the benefits of this Agreement equally and proportionately with any other holders of Rights duly issued by the Corporation.

 

2.6

Persons Deemed Owners.

Prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, PBI, PBP, PBT and the Rights Agent and any agent of the Corporation, PBI, PBP, PBT or the Rights Agent may deem and treat the Person in whose name a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby.

 

2.7

Delivery and Cancellation of Rights Certificates.

All Rights Certificates surrendered upon exercise or for redemption, registration of transfer or exchange shall be delivered to the Rights Agent and the Rights Agent shall promptly cancel them. The Corporation may at any time deliver to the Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder that the Corporation or any

 

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of its Subsidiaries may have acquired, and the Rights Agent shall promptly cancel Rights Certificates so delivered. No Rights Certificate shall be countersigned in lieu of or in exchange for any Rights Certificates cancelled under this Section 2.7 except as expressly permitted by this Agreement. The Rights Agent shall, subject to applicable laws, destroy all cancelled Rights Certificates and deliver a certificate of destruction to the Corporation on request by the Corporation.

 

2.8

Agreement of Rights Holders.

Every holder of Rights, by accepting them, agrees with the Corporation, PBI, PBP, PBT and the Rights Agent and with every other holder of Rights:

 

  (a)

to be bound by and subject to this Agreement, as amended or supplemented from time to time in accordance with the terms hereof, in respect of all Rights held;

 

  (b)

that, prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the Common Share certificate representing that Right;

 

  (c)

that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein;

 

  (d)

that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, PBI, PBP, PBT and the Rights Agent and any agent of the Corporation, PBI, PBP, PBT or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing that Rights Certificate or associated Common Share certificate made by anyone other than the Corporation or the Rights Agent), and neither the Corporation, PBI, PBP, PBT nor the Rights Agent will be affected by any notice to the contrary;

 

  (e)

that that holder of Rights has waived his or her right to receive any fractional shares upon exercise of Right;

 

  (f)

that, in accordance with Section 5.4, without the approval of any holder of Rights and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time as provided herein; and

 

  (g)

that notwithstanding anything in this Agreement to the contrary, neither the Corporation, PBI, PBP, PBT nor the Rights Agent will be liable to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of a preliminary or permanent injunction or other order, decree or ruling issued by any court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or a statute, rule, regulation, or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.

 

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2.9

Rights Certificate Holder not Deemed a Shareholder.

No holder, as such, of Rights or Rights Certificate or confirmation in Book Entry Form will be entitled to vote, receive dividends or be deemed the holder of any PBI Share, PBP Share or PBT Share, nor will anything contained herein or in any Rights Certificate confer upon any holder of Rights or Rights Certificate, as such, any of the rights, titles, benefits or privileges of a holder of PBI Shares, PBP Shares or PBT Shares or any right to vote at any meeting of security holders of PBI, PBP or PBT whether for the election of directors or otherwise or upon any matter submitted to security holders at any meeting thereof, or to give or withhold consent to any action of PBI, PBP or PBT, or to receive notice of any meeting or other action affecting any holder of PBI Shares, PBP Shares or PBT Shares, except as expressly provided herein, or to receive dividends, distributions or subscription rights, or otherwise, until Rights have been duly exercised under this Agreement.

 

2.10

Book Entry Rights Exercise Procedures and Execution, Authentication, Delivery

 

  (a)

Promptly following the Separation Time, the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are determined necessary in consultation with the Rights Agent for the Rights to be maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as the Rights in certificated form.

 

  (b)

Rights will be evidenced, in the case of Rights in Book Entry Form, by a statement issued under the Rights Agent’s direct registration system or, alternatively, if the Corporation determines to issue Rights Certificates, by the following the procedures set out in Section 2.2.

 

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ARTICLE 3

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS

 

3.1

Flip-in Event.

 

  (a)

Subject to Section 3.1(b), and Sections 5.1(b), 5.1(c) and 5.1(d), if a Flip-in Event occurs prior to the Expiration Time, each Right will constitute a right to purchase, upon exercise thereof in accordance with the terms hereof, one Unit at an Exercise Price of $0.00001, effective on the Close of Business on the 10th day following the Stock Acquisition Date (or, if a prospectus exemption is not available for such distribution under the Securities Act and all comparable legislations of any other applicable jurisdiction, after a prospectus receipt is obtained therefor, which the Corporation, PBI, PBP and PBT undertake to use their best efforts to promptly obtain from all applicable Canadian and/or American jurisdictions).

 

  (b)

Notwithstanding anything in this Agreement to the contrary, upon the occurrence of a Flip-in Event, any Rights that are Beneficially Owned by (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person) or any Person acting jointly or in concert with an Acquiring Person, or (ii) a transferee or other successor in title of Rights, directly or indirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person) or of any Person acting jointly or in concert with an Acquiring Person who becomes a transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming such, will become null and void without any further action, and any holder of those Rights (including transferees or successors in title) will not have any right whatsoever to exercise those Rights under this Agreement and will not have thereafter any other rights whatsoever with respect to those Rights, whether under this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not null and void under this Section 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Section 3.1 and such Rights shall become null and void.

 

  (c)

Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either Section 3.1(a) or 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend:

“The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person (or an Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such other Person) (as such terms are defined in the Amended and Restated Shareholder Rights Plan Agreement). This Rights Certificate and the Rights represented hereby shall become null and void in the circumstances specified in Section 3.1(b) of the Shareholder Rights Plan Agreement.”

 

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provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend. The issuance of a Rights Certificate without the legend referred to in this Section 3.1(c) shall be of no effect on the provisions of Section 3.1(b).

ARTICLE 4

THE RIGHTS AGENT

 

4.1

General.

 

  (a)

The Corporation hereby appoints the Rights Agent to act as agent for the Corporation in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such co-Rights Agents as it may deem necessary or desirable, subject to prior approval of the Rights Agent. If the Corporation appoints one or more co-Rights Agents, the respective duties of the Rights Agents and co-Rights Agents will be as the Corporation may determine, with the approval of the Rights Agent. The Corporation shall pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses (including reasonable counsel fees and disbursements) incurred in the administration and execution of this Agreement and the performance of its duties hereunder.

 

  (b)

The Corporation shall indemnify the Rights Agent and its officers, directors and employees for, and shall hold those Persons harmless against, any loss, liability, cost, claim, action, suit, damage or expense incurred (that is not the result of negligence, bad faith or wilful misconduct on the part of any one of the Rights Agent or its officers, directors or employees) for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability, which indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent.

 

  (c)

The Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Common Shares or any Rights Certificate, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, and, where necessary, verified or acknowledged, by the proper Person or Persons.

 

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  (d)

The Corporation shall inform the Rights Agent in a reasonably timely manner of events that may materially affect the administration of this Agreement by the Rights Agent and at any time, upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation.

 

4.2

Merger or Amalgamation or Change of Name of Rights Agent.

 

  (a)

Any corporation into which the Rights Agent may be merged or amalgamated or with which it may be consolidated, or any corporation resulting from any merger, amalgamation, statutory arrangement or consolidation to which the Rights Agent is a party, or any corporation succeeding to the shareholder services business of the Rights Agent, will be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Rights Agent under Section 4.4. In case, at the time such successor Rights Agent succeeds to the agency created by this Agreement, Rights Certificates have been countersigned, but not delivered, that successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver those Rights Certificates so countersigned; and in case, at that time Rights Certificates have not been countersigned, such successor Rights Agent may countersign those Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases those Rights Certificates will have the full force provided in the Rights Certificates and in this Agreement.

 

  (b)

In case, at any time, the name of the Rights Agent is changed and at that time Rights Certificates have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver the Rights Certificates so countersigned; and in case, at that time, Rights Certificates have not been countersigned, the Rights Agent may countersign those Rights Certificates either in its prior name or in its changed name; and in all such cases those Rights Certificates will have the full force provided in the Rights Certificates and in this Agreement.

 

4.3

Duties of Rights Agent.

The Rights Agent undertakes its duties and obligations under this Agreement upon the following terms and conditions, to all of which the Corporation and the holders of Rights, by their acceptance thereof, are bound:

 

  (a)

The Rights Agent may retain and consult with legal counsel (who may be legal counsel for the Corporation) and the opinion of that counsel will fully and completely authorize and protect the Rights Agent as to any action taken or omitted to be taken by it in good faith and in accordance with that opinion. Subject to prior written consent of the Corporation, which consent shall not be unreasonably withheld, the Rights Agent may also consult with such other experts as the Rights Agent will consider necessary or appropriate to properly carry out its duties and obligations under this Agreement (at the expense of the Corporation) and the Rights Agent may act and rely in good faith on the advice of any such expert.

 

- 27 -


  (b)

Whenever, in the performance of its duties under this Agreement, the Rights Agent deems it necessary or desirable that any fact or matter be proved or established by the Corporation prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof is herein specifically provided) may be deemed to be conclusively proven and established by a certificate signed by a Person believed by the Rights Agent to be the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer, the Chief Legal Officer, a Vice-President, the Treasurer, an Assistant-Treasurer, the Secretary or an Assistant-Secretary of the Corporation and delivered to the Rights Agent; and that certificate will fully authorize the Rights Agent as to any action taken or suffered in good faith by it under this Agreement in reliance upon that certificate.

 

  (c)

The Rights Agent will be liable hereunder only for events that are the result of its own negligence, bad faith or wilful misconduct and that of its officers, directors and employees.

 

  (d)

The Rights Agent will not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Share certificates or the Rights Certificates (except its countersignature thereof) or be required to verify them, but all those statements and recitals are and will be deemed to have been made by the Corporation only.

 

  (e)

The Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Share certificate or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Corporation of any obligation under this Agreement or any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void under Section 3.1(b)); nor will it, by any act hereunder, be deemed to make any representation or warranty as to the authorization of any PBI Shares, PBP Shares or PBT Shares to be issued under this Agreement or any Rights or as to whether any PBI Shares, PBP Shares or PBT Shares will, when issued, be duly and validly authorized, executed, issued and delivered or fully paid and non-assessable.

 

  (f)

The Corporation shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further acts, instruments and assurances as may reasonably be required by the Rights Agent for the performance by the Rights Agent of its duties and obligations under this Agreement.

 

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  (g)

The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from a Person believed by the Rights Agent to be the Chairman of the Board of Directors, the President, the Chief Executive Officer, the Chief Financial Officer, the Chief Legal Officer, a Vice-President, the Treasurer, an Assistant-Treasurer, the Secretary or an Assistant-Secretary of the Corporation and to apply to any such Person for advice or instructions in connection with its duties, and it will not be liable for any action taken or suffered by it in good faith in accordance with instructions of any of them. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Person designated in writing by the Corporation, and to apply to any such Person for advice or instructions in connection with its duties, and it will not be liable for any action taken or suffered by it in good faith in accordance with the instructions of any of them; it is understood that instructions to the Rights Agent will, except where circumstances make it impracticable or the Rights Agent otherwise agrees, be given in writing and, where not in writing, those instructions will be confirmed in writing as soon as reasonably possible after being given.

 

  (h)

The Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities or become financially interested in any transaction in which the Corporation may be interested or contract with or lend money to the Corporation or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein precludes the Rights Agent from acting in any other capacity for the Corporation or for any other legal entity, provided such actions would not place the Rights Agent in a position of conflict of interest with respect to its duties under this Agreement.

 

  (i)

The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or, with the prior written consent of the Corporation, by or through its attorneys or agents. The Rights Agent will not be answerable or accountable for any act, omission, default, neglect or misconduct of any of its attorneys or agents or for any loss to the Corporation resulting from any such act, omission, default, neglect or misconduct, provided the prior written consent of the Corporation was obtained and reasonable care was exercised in the selection and continued employment thereof.

 

4.4

Change of Rights Agent.

 

  (a)

The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice (or such lesser notice as is acceptable to the Corporation) given to the Corporation, to each transfer agent of Common Shares and to each holder of Rights (all of which shall be at the expense of the Corporation). The Corporation may remove the Rights Agent upon 30 days’ notice given to the Rights Agent, to each transfer agent of Common Shares and to each holder of Rights.

 

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  (b)

If the Rights Agent resigns or is removed or otherwise becomes incapable of acting, the Corporation shall appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 60 days after that removal or after it has been notified in writing of that resignation or incapacity by the Rights Agent or by any holder of Rights (which holder shall, with that notice, submit his or her Rights Certificate for inspection by the Corporation), then the Rights Agent or that holder may apply to any court of competent jurisdiction for the appointment of a new Rights Agent at the Corporation’s expense.

 

  (c)

Any successor Rights Agent, whether appointed by the Corporation or by such court, will be a corporation incorporated under the laws of Canada or a jurisdiction thereof authorized to carry on the business of a trust company in Canada. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent, upon receiving from the Corporation payment in full of all amounts outstanding under this Agreement, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary.

 

  (d)

Not later than the effective date of any such appointment, the Corporation shall give notice thereof to the predecessor Rights Agent, to each transfer agent of Common Shares and to each holder of Rights. The cost of giving any notice required under this Section 4.4 shall be borne solely by the Corporation. Failure to give any notice provided for in this Section 4.4 however, or any defect therein, will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

 

4.5

Compliance with Anti-Money Laundering Legislation

The Rights Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Rights Agent reasonably determines that such an act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Rights Agent reasonably determine at any time that its acting under this Agreement has resulted in it being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ prior written notice to the Corporation, provided: (i) that the Rights Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Rights Agent’s satisfaction within such 10 day period, then such resignation shall not be effective.

 

4.6

Fiduciary Duties of the Directors

Nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares and/or Convertible Securities reject or accept any Take-over Bid or take any other action including the commencement, prosecution, defence or settlement of any litigation and the solicitation of additional or alternative Take-over Bids or other proposals to shareholders that the directors believe are necessary or appropriate in the exercise of their fiduciary duties.

 

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4.7

Privacy Legislation

The parties acknowledge that federal and/or provincial legislation that addresses the protection of individual’s personal information (collectively, “Privacy Laws”) applies to obligations and activities under this Agreement. Despite any other provision of this Agreement, neither party will take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Corporation will, prior to transferring or causing to be transferred personal information to the Rights Agent, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or will have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Rights Agent will use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.

 

4.8

Liability

Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

ARTICLE 5

MISCELLANEOUS

 

5.1

Redemption and Waiver.

 

  (a)

Subject to the prior consent of the holders of Common Shares or Rights obtained in accordance with Section 5.4(c) or 5.4(d), as applicable, the Board of Directors may, at any time prior to the occurrence of a Flip-in Event, elect to redeem all outstanding Rights at a redemption price of $0.00001 per Right (the “Redemption Price”).

 

  (b)

Subject to the prior consent of the holders of Common Shares obtained in accordance with Section 5.4(c), the Board of Directors may, at any time prior to the occurrence of a Flip-in Event, if that Flip-in Event would occur by reason of an acquisition of Common Shares otherwise than under a Take-over Bid made by means of a Take-over Bid circular to all registered holders of Common Shares and otherwise than in the circumstances set forth in Section 5.1(d), waive the application of Section 3.1 to that Flip-in Event. In the event that the Board of Directors proposes such a waiver, the Board of Directors shall postpone the Separation Time to a date subsequent to and not more than 10 Business Days following the meeting of shareholders called to approve such waiver.

 

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  (c)

The Board of Directors acting in good faith may, prior to the occurrence of a Flip-in Event, and upon prior written notice delivered to the Rights Agent, waive the application of Section 3.1 to a Flip-in Event that would occur by reason of a Take-over Bid made by means of a Take-over Bid circular to all registered holders of Common Shares by giving to the Rights Agent notice thereof; provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event, the Board of Directors will be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid made by means of a Takeover Bid circular to all registered holders of Common Shares prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been granted, under this Section.

 

  (d)

The Board of Directors may waive the application of Section 3.1, by giving to the Rights Agent notice thereof, in respect of a Flip-in Event, if:

 

  (i)

the Board of Directors has determined that a Person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person; and

 

  (ii)

that Acquiring Person has reduced its Beneficial Ownership of Common Shares (or has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 30 days (or such earlier or later date as the Board of Directors may determine) of the date on which such contractual arrangement is entered into) such that at the time the waiver becomes effective under this Section 5.1(d) it is no longer an Acquiring Person;

and in the event of such waiver, for purposes of this Agreement, the Flip-in Event will be deemed never to have occurred. If the Person remains an Acquiring Person at the close of business on the date set forth in Section 5.1(d)(ii), such date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section 3.1 hereof shall apply thereto.

 

  (e)

Where a Person acquires Common Shares under a Permitted Bid or a Competing Permitted Bid or acquires Common Shares as a result of the Board of Directors waiving the application of Section 3.1 under Section 5.1(b) or 5.1(c), the Board of Directors shall, immediately upon such acquisition and without further formality, be deemed to have elected to redeem all outstanding Rights at the Redemption Price.

 

  (f)

If the Board of Directors elects under Sections 5.1(a), 5.1(e) or 5.1(h) to redeem the Rights, the right to exercise the Rights will thereupon, without further action and without notice, terminate and each Right will after redemption be null and void and the only right thereafter of the holders of Rights will be to receive the Redemption Price.

 

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  (g)

Within 10 days after the redemption of Rights by the Corporation under Sections 5.1(a), 5.1(e) or 5.1(h), the Corporation shall give notice of redemption to the holders of the then outstanding Rights. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. The Corporation may not redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 5.1 and other than in connection with the purchase of Common Shares prior to the Separation Time.

 

  (h)

Where a Take-over Bid that is not a Permitted-Bid Acquisition is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all outstanding Rights at the Redemption Price.

 

  (i)

Notwithstanding the Rights being redeemed pursuant to Section 5.1(h) above, all the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and, for all purposes of this Agreement, the Separation Time shall be deemed not to have occurred and the Rights shall remain attached to the outstanding Common Shares, subject to and in accordance with the provisions of this Agreement.

 

5.2

Expiration.

No Person will have any right whatsoever under this Agreement or in respect of any Rights after the Expiration Time, except the Rights Agent as specified in Section 4.1(a).

 

5.3

Issue of New Rights Certificates.

Notwithstanding any provisions of this Agreement or of the Rights, the Corporation may issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the number or kind or class of Shares or other securities purchasable upon exercise of Rights made in accordance with this Agreement.

 

5.4

Supplements and Amendments.

 

  (a)

The Corporation may from time to time supplement or amend this Agreement without the approval of any holders of Rights or Common Shares (i) to correct any clerical or typographical error or (ii) to maintain the validity or effectiveness of the Agreement as a result of a change in any applicable legislation or regulations or rules thereunder.

 

  (b)

Notwithstanding anything in this Section 5.4 to the contrary, no supplement or amendment shall be made with respect to Section 4 (other than under Section 5.4(a) (ii)) except with the written concurrence of the Rights Agent to such supplement or amendment. No written concurrence of the Rights Agent shall be required in respect of supplements or amendments required under Section 5.4(a) (ii).

 

- 33 -


  (c)

Subject to Section 5.4(a), the Corporation may, with the prior consent of the holders of Common Shares obtained as set forth below, at any time prior to the Separation Time supplement or amend this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally). Such consent will be deemed to have been given if provided by the holders of Common Shares at a meeting called and held in compliance with applicable laws and regulatory requirements and the requirements in the Articles and by-laws of the Corporation. Subject to compliance with any requirements imposed by the foregoing, consent will be deemed to have been given if the proposed supplement or amendment is approved by the affirmative vote of a majority of the votes cast by the Shareholders, represented in person or by proxy at the meeting.

 

  (d)

The Corporation may, with the prior consent of the holders of Rights, at any time after the Separation Time and before the Expiration Time, supplement or amend this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally). Such consent will be deemed to have been given if the action requiring such consent is authorized by the affirmative votes of the holders of Rights present or represented at and entitled to be voted at a meeting of the holders of Rights and representing a majority of the votes cast in respect thereof. For purposes hereof, each outstanding Right, (other than Rights that are void under this Agreement) will be entitled to one vote, and the procedures for the calling, holding and conduct of the meeting will be those, as nearly as may be, that are provided in the Corporation’s by-laws and the CBCA with respect to a meeting of shareholders of the Corporation.

 

  (e)

Any amendments made by the Corporation to this Agreement pursuant to Section 5.4(a)(ii) shall: (i) if made before the Separation Time, be submitted to the holders of Common Shares at the next meeting of shareholders, and the shareholders may, by the majority referred to in Section 5.4(c), confirm or reject such amendment, and (ii) if made after the Separation Time, be submitted to the holders of Rights at a meeting to be called for on a date not later than immediately following the next meeting of shareholders, and the holders of Rights may, by the majority referred to in subsection 5.4(d), confirm or reject such amendment. Any such amendment shall be effective from the date of the resolution of the Board of Directors adopting such amendment, until it is confirmed or rejected or until it ceases to be effective (as described in the next sentence) and, where such amendment is confirmed, it continues in effect in the form so confirmed. If such amendment is rejected by the shareholders of the Corporation or the holders of Rights or is not submitted to the shareholders of the Corporation or holders of Rights as required, then such amendment shall cease to be effective from and after the termination of the meeting at which it was rejected or to which it should have been but was not submitted or from and after the date of the meeting of holders of Rights as the case may be.

 

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  (f)

The Corporation shall give the Rights Agent notice of any such supplement or amendment to this Agreement within five days of effecting that supplement or amendment.

 

5.5

Fractional Rights and Fractional Shares.

 

  (a)

The Corporation shall not be required to issue fractions of Rights or to distribute Rights Certificates that evidence fractional Rights. Any fractional Right will be null and void and the Corporation will not have any obligation or liability in respect thereof.

 

  (b)

PBI, PBP or PBT shall not be required to issue fractions of PBI Shares, PBP Shares or PBT Shares, as the case may be, upon exercise of the Rights or to distribute certificates that evidence fractional PBI Shares, PBP Shares or PBT Shares, as the case may be.

 

5.6

Rights of Action.

Subject to the terms of this Agreement, all rights of action in respect of this Agreement, other than rights of action vested solely in the Rights Agent, are vested in the respective holders of Rights; and any holder of Rights, without the consent of the Rights Agent or of any holder of Rights, may, on that holder’s own behalf and for that holder’s own benefit and the benefit of other holders of Rights enforce, and may institute and maintain any suit, action or proceeding against the Corporation, PBI, PBP or PBT to enforce that holder’s right to exercise his or her Rights in the manner provided in his or her Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of the obligations of any Person subject to, this Agreement.

 

5.7

Notice of Proposed Actions.

In case the Corporation, PBI, PBP or PBT proposes after the Separation Time and prior to the Expiration Time to effect a liquidation, dissolution or winding-up or the sale of all or substantially all of its assets, then, in each such case, the Corporation shall give to each holder of a Right, in accordance with Section 5.8, a notice of such proposed action, which shall specify the date on which that liquidation, dissolution, winding-up, or sale is to take place, and that notice shall be so given at least 20 Business Days prior to the date of taking of that proposed action.

 

5.8

Notices.

 

  (a)

Any Notice or demand authorized or required by this Agreement to be given or made by the Rights Agent or by any holder of Rights to or on the Corporation, PBI, PBP or PBT will be sufficiently given or made if given or made in writing, by personal delivery, telecopier or first-class mail (postage prepaid), and addressed (until another address is filed in writing with the Rights Agent) as follows:

 

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Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval, Québec H7V 4B4

Attention: Corporate Secretary

Telecopier: (450) 781-4457

 

  (b)

Any notice or demand authorized or required by this Agreement to be given or made by the Corporation, PBI, PBP or PBT or by any holder of Rights to or on the Rights Agent will be sufficiently given or made if given or made in writing, by personal delivery, telecopier or first-class mail (postage prepaid), and addressed (until another address is filed in writing with the Corporation) as follows:

Computershare Trust Company of Canada

1500 Robert-Bourassa Boulevard

7th Floor

Montreal, Quebec H3A 3S8

Attention: Client Relationship Manager

Telecopier: (514) 982-7580

Any notice or demand authorized or required by this Agreement to be given or made by the Corporation or the Rights Agent to or on any holder of Rights will be sufficiently given or made if given or made in writing, by first-class (postage prepaid), addressed to that holder at his or her address as it appears upon the Rights Register or, prior to the Separation Time, on the registry books of the transfer agent for the Common Shares. Any notice or demand given in the manner herein provided to a holder of Rights will be deemed given, whether or not it is received by that holder.

 

5.9

Successors.

All provisions of this Agreement by or for the benefit of the Corporation, PBI, PBP, PBT or the Rights Agent will bind and enure to the benefit of their respective successors and assigns hereunder.

 

5.10

Benefits of this Agreement.

Nothing in this Agreement gives to any Person other than the Corporation, PBI, PBP, PBT the Rights Agent and the holders of the Rights any legal or equitable right, remedy or claim under this Agreement; and this Agreement is for the sole and exclusive benefit of the Corporation, the Rights Agent and the holders of Rights.

 

- 36 -


5.11

Governing Law.

This Agreement and each Right issued hereunder will be deemed to be a contract made under the laws of the Province of Québec and be governed by and construed in accordance with the laws of that province.

 

5.12

Severability.

If any Section or provision hereof or the application thereof to any circumstances or any right hereunder is, in any jurisdiction and to any extent, invalid or unenforceable, that Section, provision or right will be ineffective only in that jurisdiction and to the extent of such invalidity or unenforceability in that jurisdiction without invalidating or rendering unenforceable or ineffective the remaining Sections or provisions hereof or rights hereunder in that jurisdiction or the application of that Section, provision or right hereunder in any other jurisdiction or to circumstances other than those as to which it is specifically held invalid or unenforceable.

 

5.13

Effective Date.

 

  (a)

This Agreement will be effective and in full force and effect in accordance with its terms and conditions immediately upon the approval of this Agreement by the shareholders of the Corporation at the shareholders annual and special meeting scheduled to be held on May 9, 2018, or any postponement or adjournment thereof (the “Effective Date”). Notwithstanding the foregoing, if the Agreement is not approved by the shareholders of the Corporation at such meeting, then this Agreement and all outstanding Rights shall terminate and be null and void and of no further force and effect from and after the Effective Date.

 

  (b)

To remain in effect from and after the date following the annual meeting of the shareholders of the Corporation to be held in 2021, this Agreement must be ratified by a resolution passed by a majority of the votes cast by holders (other than any holder who does not qualify as an Independent Holder) of Common Shares, voting together as a single class (subject to any additional requirements relating to such vote prescribed by a stock exchange on which the Common Shares are then listed), who vote in respect of ratification of this Agreement at or prior to such annual meeting. If this Agreement is not so ratified, or if it is not presented to the shareholders for ratification, in each case no later than at such annual meeting, this Agreement and all outstanding Rights shall terminate and be void and of no further force and effect from and after the Expiration Time.

 

5.14

Determinations and Actions by the Board of Directors.

All actions, calculations and determinations (including all omissions with respect to the foregoing) that are done or made by the Board of Directors, in good faith, will not subject the Board of Directors or any director of the Corporation to any liability to the holders of Rights.

 

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5.15

Rights of Board, Corporation and Offeror.

Without limiting the generality of the foregoing, nothing contained herein suggests or implies that the Board of Directors may not recommend that holders of Common Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defense or settlement of litigation and the submission of additional or alternative Take-over Bids or other proposals to the holders of Common Shares) with respect to any Take-over Bid or otherwise that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

 

5.16

Regulatory and Governmental Approvals.

This Agreement is subject in any jurisdiction to the receipt of any required prior or subsequent approval from any governmental or regulatory authority in that jurisdiction, including any securities regulatory authority or stock exchange.

 

5.17

Compliance.

If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance with the securities laws or comparable legislation of any jurisdiction, the Board of Directors acting in good faith may take such actions as it may deem appropriate to ensure such compliance. In no event will the Corporation, PBI, PBP, PBT or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to Persons who are citizens, residents or nationals of any jurisdiction other than Canada in which such issue or delivery would be unlawful without a prospectus or registration of the relevant Persons or securities for such purposes, or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body.

 

5.18

Time of the Essence.

Time is of the essence in this Agreement.

 

5.19

Execution in Counterparts and by Telecopier.

This Agreement may be executed in any number of counterparts, and each of those counterparts will together constitute one and the same instrument. This Agreement may be executed by telecopier and any such signature will be valid and binding.

 

5.20

Costs of Enforcement.

If the Corporation, PBI, PBP or PBT fails to fulfil any of its obligations under this Agreement, then the Corporation shall reimburse any holder of Rights for the costs and expenses (including reasonable legal fees) incurred by that holder in actions to enforce his or her rights under any Rights or this Agreement.

 

- 38 -


IN WITNESS WHEREOF, the parties have executed this Agreement.

 

  PROMETIC LIFE SCIENCES INC.
By:   (s) Pierre Laurin
  Name: Pierre Laurin
  Title: President & CEO
  COMPUTERSHARE TRUST
  COMPANY OF CANADA
By:   (s) Martine Gauthier
  Name: Martine Gauthier
  Title: Professional, Client Services
By:   (s) Steve Gilbert
  Name: Steve Gilbert
  Title: Professional, Client Services

 

- 39 -


INTERVENTION

Each of PBI, PBP and PBT hereby binds itself solidarily with the Corporation, as principal obligor, to the full and faithful execution of all of the Corporation’s undertakings and obligations herein contained or contained in any document to be executed in connection with the transactions contemplated by this Agreement, the whole as if PBI, PBP and PBT had executed this Agreement and undertaken those obligations directly in favour of the Rights Agent (and of holders of Rights), each of PBI, PBP and PBT hereby waiving all benefits that may exist in its favour with respect to division or discussion.

Furthermore, each of PBI, PBP and PBT represents and warrants that its intervention in this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other laws affecting the rights of creditors generally and except that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

SIGNED on March 22, 2018.

 

  PROMETIC BIOSCIENCES INC.
By:   (s) Pierre Laurin
  Name: Pierre Laurin
  Title: President
  PROMETIC BIOPRODUCTION INC.
By:   (s) Pierre Laurin
  Name: Pierre Laurin
  Title: President
  PROMETIC BIOTHERAPEUTICS INC.
By:   (s) Pierre Laurin
  Name: Pierre Laurin
  Title: President

 

- 40 -


SCHEDULE 2.2(D)

FORM OF RIGHTS CERTIFICATE

Certificate No.                    Rights

THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE CORPORATION, IN ACCORDANCE WITH THE TERMS OF THE SPIN-OFF RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SECTION 3.1(b) OF THE SPIN-OFF RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON) OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH AN ACQUIRING PERSON (AS THESE TERMS ARE DEFINED IN THE SPIN-OFF RIGHTS AGREEMENT) AND THEIR RESPECTIVE TRANSFEREES SHALL BECOME VOID WITHOUT ANY FURTHER ACTION.

RIGHTS CERTIFICATE

This certifies that                      is the registered holder (the “Registered Holder”) of the number of Rights set forth above, each of which entitles the Registered Holder, subject to the terms and conditions of the Spin-off Shareholder Rights Plan Agreement, as amended and restated on March 22, 2018, and as may be amended, modified or supplemented from time to time (the “Spin-off Rights Agreement”), between Prometic Life Sciences Inc., a corporation incorporated under the laws of Canada (the “Corporation”), and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada, as rights agent (the “Rights Agent”, which term includes any successor Rights Agent under the Spin-off Rights Agreement), and to which intervened Prometic Biosciences Inc. (“PBI”), a corporation existing under the laws of Canada, Prometic Biosroduction Inc. (“PBP”), a corporation existing under the laws of Canada, Prometic Biotherapeutics Inc. (“PBT”), a corporation existing under the General Corporation Law of the State of Delaware (USA) to purchase at any time after the Separation Time (as this term is defined in the Spin-off Rights Agreement) and prior to the Expiration Time (or such earlier expiration time as provided in the Spin-off Rights Agreement), a Unit comprised of one PBI Share, one PBP Share and one PBT Share (as these terms are defined in the Spin-off Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal corporate actions office in Montreal. The Exercise Price is initially five times the Market Price (as this term is defined in the Spin-off Rights Agreement) per Right and is subject to adjustment in certain events as provided in the Spin-off Rights Agreement.

This Rights Certificate is subject to all of the terms and conditions of the Spin-off Rights Agreement, which terms and conditions are incorporated by reference and form an integral part of this Rights Certificate, and to which Spin-off Rights Agreement reference is made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Corporation, PBI, PBP, PBT and the holders of the Rights. Copies of the Spin-off Rights Agreement are available upon written request to the Corporation.

 

- 41 -


This Rights Certificate, with or without other Rights Certificates, upon surrender at the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates evidencing the same aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate is exercised in part, the Registered Holder will be entitled to receive, upon surrender, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Spin-off Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right.

No fractional shares will be issued upon the exercise of any Rights or Rights evidenced hereby.

No holder of this Rights Certificate will be entitled to vote, receive dividends or be deemed the holder of any PBI Shares, PBP Shares or PBT Shares, nor will anything contained in the Spin-off Rights Agreement or in this Rights Certificate confer upon that holder any of the rights of a shareholder of PBI, PBP or PBT or any rights, benefits or privileges of a holder of PBI Shares, PBP Shares or PBT Shares or any right to vote at any meeting of security holders of PBI, PBP or PBT, whether for the election of directors or otherwise or upon any matter submitted to security holders at any meeting thereof, or to give or withhold consent to any action affecting any holder of PBI Shares, PBP Shares or PBT Shares, or to receive dividends, distributions or subscription rights, or otherwise, until Rights evidenced by this Rights Certificate have been exercised as provided in the Spin-off Rights Agreement.

This Rights Certificate will not be valid or obligatory for any purpose until it has been countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Corporation.

DATED

 

  PROMETIC LIFE SCIENCES INC.
By:    
  Name:
  Title:
  COMPUTERSHARE TRUST
  COMPANY OF CANADA
By:    
  Name:
  Title:

 

- 42 -


(To be attached to each Rights Certificate)

FORM OF ELECTION TO EXERCISE

 

TO:

PROMETIC LIFE SCIENCES INC.

PROMETIC BIOSCIENCES INC. (“PBI”)

PROMETIC BIOPRODUCTION INC. (“PBP”)

PROMETIC BIOTHERAPEUTICS INC. (“PBT”)

The undersigned hereby irrevocably elects to exercise                      whole Rights represented by the attached Rights Certificate to purchase Units comprised of one PBI Share, one PBP Share and one PBT Share issuable upon the exercise of those Rights and requests that certificates for those PBI Shares, PBP Shares and PBT Shares be issued to:

(Name)

(City and State or Province)

If the number of Rights exercised does not represent all Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of Rights shall be registered in the name of and delivered to:

(City and State or Province)

(Social Insurance, Social Security or Other Taxpayer Number)

Dated                                         

Signature Guaranteed

(Signature must correspond to name as written upon the face of the first page of this Rights Certificate)

The signature must be guaranteed by an “Eligible Institution” or in some other manner satisfactory to the Rights Agent. An “Eligible Institution” means a Canadian Schedule I chartered bank, a major trust company in Canada, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States.

To be completed if true:

The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person) or any Person acting jointly or in concert with an Acquiring Person (as these terms are defined in the Spin-off Rights Agreement).

Signature

 

- 43 -


NOTICE

If the certification set forth in the Form of Election to Exercise is not completed, the Corporation will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as these terms are defined in the Spin-off Rights Agreement) and accordingly those Rights will be null and void.

FORM OF ASSIGNMENT

(To be executed by the Registered Holder if such holder desires to transfer the Rights Certificate)

FOR VALUE RECEIVED hereby sells, assigns and transfers unto

(Please print name and address of transferee)

the Rights represented by this Rights Certificate, together with all right, title and interest therein and hereby irrevocably constitutes and appoints                                          as attorney to transfer these Rights on the books of the Corporation, with full power of substitution.

Dated                                     

Signature Guaranteed

Signature

(Signature must correspond to name as written upon the face of the first page of this Rights Certificate)

The signature must be guaranteed by an “Eligible Institution” or in some other manner satisfactory to the Rights Agent. An “Eligible Institution” means a Canadian Schedule I chartered bank, a major trust company in Canada, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States.

To be completed if true:

The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person) or any Person acting jointly or in concert with an Acquiring Person (as these terms are defined in the Spin-off Rights Agreement).

Signature

 

- 44 -


NOTICE

If the certification set forth in the Form of Assignment is not completed, the Corporation will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as these terms are defined in the Spin-off Rights Agreement) and accordingly those Rights will be null and void.

 

- 45 -

Exhibit 99.65

SHAREHOLDER RIGHTS PLAN AGREEMENT

amended and restated as of March 22, 2018

between

PROMETIC LIFE SCIENCES INC.

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as rights agent


TABLE OF CONTENTS

 

ARTICLE 1 Interpretation      2  

1.1

 

Certain Definitions

     2  

1.2

 

Currency

     15  

1.3

 

Headings

     15  

1.4

 

Number and Gender

     15  

1.5

 

Acting Jointly or in Concert

     16  

1.6

 

Statutory References

     16  

1.7

 

Calculation of Certain Percentages

     16  
ARTICLE 2 The Rights      16  

2.1

 

Legend on Share Certificates

     16  

2.2

 

Initial Exercise Price; Exercise of Rights; Detachment of Rights

     17  

2.3

 

Adjustments to Exercise Price; Number of Rights

     20  

2.4

 

Date on Which Exercise is Effective

     25  

2.5

 

Execution, Authentication, Delivery and Dating of Rights Certificates

     26  

2.6

 

Registration, Registration of Transfer and Exchange

     26  

2.7

 

Mutilated, Destroyed, Lost and Stolen Rights Certificates

     27  

2.8

 

Persons Deemed Owners

     28  

2.9

 

Delivery and Cancellation of Rights Certificates

     28  

2.10

 

Agreement of Rights Holders

     28  

2.11

 

Rights Certificate Holder not Deemed a Shareholder

     29  

2.12

 

Book Entry Rights Exercise Procedures and Execution, Authentication, Delivery

     29  
ARTICLE 3 Adjustments to the Rights in the Event of Certain Transactions      30  

3.1

 

Flip-in Event

     30  
ARTICLE 4 The Rights Agent      31  

4.1

 

General

     31  

4.2

 

Merger or Amalgamation or Change of Name of Rights Agent

     32  

4.3

 

Duties of Rights Agent

     33  

4.4

 

Change of Rights Agent

     35  

4.5

 

Compliance with Anti-Money Laundering Legislation

     36  

4.6

 

Fiduciary Duties of the Directors

     36  

4.7

 

Privacy Legislation

     36  

4.8

 

Liability

     37  
ARTICLE 5 Miscellaneous      37  

5.1

 

Redemption and Waiver

     37  

5.2

 

Expiration

     39  

5.3

 

Issue of New Rights Certificates

     39  

5.4

 

Supplements and Amendments

     39  

5.5

 

Fractional Rights and Fractional Common Shares

     41  

5.6

 

Rights of Action

     41  

 

- i -


5.7

 

Notice of Proposed Actions

     41  

5.8

 

Notices

     42  

5.9

 

Successors

     42  

5.10

 

Benefits of this Agreement

     42  

5.11

 

Governing Law

     43  

5.12

 

Severability

     43  

5.13

 

Effective Date

     43  

5.14

 

Determinations and Actions by the Board of Directors

     44  

5.15

 

Rights of Board, Corporation and Offeror

     44  

5.16

 

Regulatory and Governmental Approvals

     44  

5.17

 

Compliance

     44  

5.18

 

Time of the Essence

     44  

5.19

 

Execution in Counterparts and by Telecopier

     45  

5.20

 

Costs of Enforcement

     45  

 

 

- ii -


SHAREHOLDER RIGHTS PLAN AGREEMENT

THIS AGREEMENT, as amended and restated on March 22, 2018, is entered into between Prometic Life Sciences Inc. (the “Corporation”), a corporation existing under the Canada Business Corporations Act, and Computershare Trust Company of Canada, a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”).

 

RECITALS

 

A.

This Agreement was originally entered into as of March 15, 2006, was first amended and restated as of March 30, 2009, and again amended and restated as of March 14, 2012 and March 25, 2015, and such amended and restated Agreement will expire on May 9, 2018;

 

B.

The Board of Directors has determined that it is advisable and in the best interest of the Corporation to further amend and restate this Agreement, with full force and effect as of the Effective Date, in order to:

 

  (i)

ensure, to the extent possible, that the Board of Directors has adequate time to consider and evaluate any unsolicited bid for the Corporation’s securities and identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid; and

 

  (ii)

encourage the fair and equal treatment of shareholders in connection with any take-over bid for the Corporation’s securities;

 

C.

The Board of Directors has confirmed:

 

  (i)

the distribution of one Right effective at the Effective Date in respect of each Common Share outstanding at the Effective Date; and

 

  (ii)

the issue of one Right in respect of each Common Share issued after the Effective Date and prior to the earlier of the Separation Time and the Expiration Time;

 

D.

Each Right entitles its holder, after the Separation Time, to purchase Common Shares under the terms and conditions set forth herein; and

 

E.

The Corporation has appointed the Rights Agent to act on behalf of the Corporation, and the Rights Agent is willing to so act, in connection with the issue, transfer, exchange and replacement of Rights Certificates, the exercise of Rights and other matters referred to herein.


NOW THEREFORE, the parties agree as follows:

ARTICLE 1

INTERPRETATION

 

1.1

Certain Definitions.

For purposes of this Agreement, the following terms have the meanings indicated:

 

  (a)

Acquiring Person” means any Person who is the Beneficial Owner of the Prescribed Percentage or more of the outstanding Common Shares, excluding:

 

  (i)

the Corporation or any Subsidiary of the Corporation;

 

  (ii)

any Person who becomes the Beneficial Owner of the Prescribed Percentage or more of the outstanding Common Shares as a result of (A) Corporate Acquisitions, (B) Permitted-Bid Acquisitions, (C) Corporate Distributions, (D) Exempt Acquisitions, or (E) Convertible Security Acquisitions (collectively, “Transactions”); provided, however, that if a Person becomes the Beneficial Owner of the Prescribed Percentage or more of the outstanding Common Shares by reason of one or more or any combination of Transactions and, after those Transactions, that Person becomes the Beneficial Owner of an additional 1% or more of the outstanding Common Shares other than under Transactions, then as of the date of such increase in ownership, that Person becomes an Acquiring Person;

 

  (iii)

for a period of 10 days after the Disqualification Date, any Person who becomes the Beneficial Owner of the Prescribed Percentage or more of the outstanding Common Shares as a result of that Person becoming disqualified from relying on Section 1.1(e)(III) solely because that Person makes or proposes to make a Take-over Bid in respect of securities of the Corporation alone or by acting jointly or in concert with any other Person; and

 

  (iv)

an underwriter or member of a banking or selling group acting in such capacity that becomes the Beneficial Owner of the Prescribed Percentage in connection with a distribution of securities pursuant to a prospectus or by way of private placement.

 

  (b)

Affiliate”, when used to indicate a relationship with a specified corporation, means a Person who directly, or indirectly through one or more controlled intermediaries, controls, or is controlled by, or is under common control with, such specified corporation.

 

  (c)

Agreement” means this agreement as amended, modified or supplemented from time to time.

 

- 2 -


  (d)

Associate”, when used to indicate a relationship with a specified Person, shall mean any Person to whom such specified Person is married or with whom such specified Person is living in a conjugal relationship outside marriage, or any relative of such specified Person, said spouse or other Person who has the same home as such specified Person.

 

  (e)

A Person is the “Beneficial Owner”, has the “Beneficial Ownership” of, and “Beneficially Owns”:

 

  (i)

any securities that Person or any Affiliate or Associate of that Person owns (in law or equity);

 

  (ii)

any securities that Person or any Affiliate or Associate of that Person has the right to acquire or become the owner at law or in equity (A) upon the exercise of Convertible Securities, or (B) under an agreement, arrangement or understanding, if such right is exercisable immediately or within a period of 60 days thereafter whether or not on condition or the happening of any contingency (other than customary agreements with underwriters, banking group or selling group members with respect to a distribution of securities, under a pledge of securities in the ordinary course of business, or agreements pursuant to an amalgamation, merger, arrangement, business combination or other similar transaction (statutory or otherwise, but for greater certainty not including a Take-over Bid) that is conditional upon the approval of the shareholders of the Corporation to be obtained prior to such Person acquiring such securities); and

 

  (iii)

any securities that are Beneficially Owned within the meaning of Sections 1.1(e)(i) or 1.1(e)(ii) by any other Person with whom that Person is acting jointly or in concert;

provided, however, that a Person is not the “Beneficial Owner”, or does not have “Beneficial Ownership” of, or does not “Beneficially Own”, a security as a result of the existence of any one or more of the following circumstances:

 

  (I)

that security has been deposited or tendered under a Take-over Bid made by that Person or made by any Affiliate or Associate of that Person or made by any other Person acting jointly or in concert with that Person, unless such deposited or tendered security has been taken up or paid for;

 

  (II)

by reason of the holder of that security having agreed to deposit or tender that security to a Take-over Bid made by that Person or any Affiliate or Associate of that Person or any other Person with whom that Person is acting jointly or in concert under a Permitted Lock-up Agreement, but only until such time as the securities are taken up and paid for under the Take-over Bid;

 

- 3 -


  (III)

if:

 

  (A)

the ordinary business of that Person (the “Fund Manager”) includes the management of pension or mutual funds or investment funds for others (which others may include or be limited to one or more employee benefit plans or pension plans) or the acquisition or holding of securities for a non-discretionary account of a Client (as defined below) by a dealer or broker registered under applicable securities laws to the extent required, and that security is held by the Fund Manager in the ordinary course of such business in the performance of that Fund Manager’s duties for the account of another Person (a “Client”),

 

  (B)

that Person (the “Trust Company”) is licensed to carry on the business of a trust company under applicable law and, as such, acts as trustee or administrator or in a similar capacity in relation to the estates of deceased or incompetent Persons (each an “Estate Account”) or in relation to other accounts (each an “Other Account”) and holds that security in the ordinary course of such duties for the Estate Account or the Other Account,

 

  (C)

that Person is an independent Person established by statute for purposes that include, and the ordinary business or activity of that Person includes, the management of investment funds for employee benefit plans, pension plans, insurance plans of various public bodies (a “Statutory Body”) and the Statutory Body holds that security for the purposes of its activities as such,

 

  (D)

the ordinary business of that Person includes acting as an agent of the Crown in the management of public assets (the “Crown Agent”), or

 

  (E)

that Person is the administrator or the trustee (the “Independent Person”) of one or more pension funds or plans registered under applicable laws (a “Pension Fund”) and holds that security in the ordinary course of such duties for such Pension Fund, or is a Pension Fund;

provided, however, that in any of the foregoing cases in this Section (III) no one of the Fund Manager, Trust Company, Statutory Body, Crown Agent, Independent Person or Pension Fund makes or announces a current intention to make a Take-over Bid in respect of securities of the Corporation alone or acting jointly or in concert with any other Person (other than under a distribution by the Corporation or by means of ordinary-market transactions, including pre-arranged trades entered into in the ordinary course of business of that Person executed through the facilities of a stock exchange or organized over-the-counter market);

 

- 4 -


  (IV)

that Person is a Client of the same Fund Manager as another Person on whose account the Fund Manager holds that security, or that Person is an Estate Account or an Other Account of the same Trust Company as another Person on whose account the Trust Company holds that security, or that Person is a Pension Fund with the same Independent Person as another Pension Fund;

 

  (V)

that Person is a Client of a Fund Manager and that security is owned at law or in equity by the Fund Manager, or that Person is an Estate Account or an Other Account of a Trust Company and that security is owned at law or in equity by the Trust Company, or that Person is a Pension Fund and that security is owned at law or in equity by the Independent Person; or

 

  (VI)

that Person is a registered holder of securities as a result of carrying on the business of, or acting as a nominee of, a securities depository.

 

  (f)

Board of Directors” means, at any time, the duly constituted board of directors of the Corporation.

 

  (g)

Book Entry Form” means, in reference to securities, securities that have been issued and registered in uncertificated form and includes securities evidenced by an advice or other statement and securities which are maintained electronically on the records of the Corporation’s transfer agent but for which no certificate has been issued;

 

  (h)

Book Entry Rights Exercise Procedures” has the meaning ascribed thereto in 2.12(a).

 

  (i)

Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions in Montreal or Toronto are authorized or obligated by law to close.

 

  (j)

CBCA” means the Canada Business Corporations Act and the regulations thereunder, as amended from time to time, and the regulations made thereunder, and any comparable or successor laws or regulations thereto.

 

  (k)

Close of Business” means, on any given date, the time on that date (or, if that date is not a Business Day, the time on the next succeeding Business Day) at which the office of the transfer agent for the Common Shares in the City of Montreal (or, after the Separation Time, the office of the Rights Agent in the City of Montreal) is closed to the public; provided, however, that for the purposes of the definition of “Competing Permitted Bid” and the definition of “Permitted Bid”, “Close of Business” on any date means 11:59 p.m. (local time, at the place of deposit) on such date (or, if such date is not a Business Day, 11:59 p.m. (local time, at the place of deposit) on the next succeeding Business Day).

 

- 5 -


  (l)

Common Shares” means the common shares in the capital of the Corporation which, at the time of this Agreement, are designated as the “Common Shares” , and which may be converted, re-designated or otherwise changed from time to time.

 

  (m)

Competing Permitted Bid” means a Take-over Bid that is made by means of a Take-over Bid circular and which also complies with the following additional provisions:

 

  (i)

is made while another Permitted Bid or another Competing Permitted Bid is in existence; and

 

  (ii)

satisfies all the components of the definition of a Permitted Bid, provided that it is not required to satisfy the requirement set out in 1.1(kk)(ii)(A); and

 

  (iii)

contains, and the take-up and payment for securities tendered or deposited thereunder are subject to, an irrevocable and unqualified condition that no Shares shall be taken up or paid for pursuant to the Take-over Bid prior to the close of business on the last day of the minimum initial deposit period that such Take-over Bid must remain open for deposits of securities thereunder pursuant to NI 62-104 after the date of the Take-over Bid constituting the Competing Permitted Bid,

provided, however, that a Take-over Bid that qualified as a Competing Permitted Bid shall cease to be a Competing Permitted Bid as soon as such Take-over Bid ceases to meet any or all of the provisions of this definition, and any acquisition of Shares made pursuant to such Take-over Bid that qualified as a Competing Permitted Bid, will not be a Permitted-Bid Acquisition.

 

  (n)

controlled”: a corporation is “controlled” by another Person if (i) its securities entitled to vote in the election of directors carrying more than 50% of the votes therefor are held, other than by way of security only, by or for the benefit of that other Person; and (ii) the votes carried by those securities may elect a majority of the board of directors; and “controls”, “controlling” and “under common control with” will be interpreted accordingly.

 

  (o)

Convertible Security” means, at any time, any security or right (other than Rights) under which its holder may (or is obliged to) acquire, or which may be (or is) convertible into Common Shares, whether or not on conditions and within a period of 60 days from that time.

 

  (p)

Convertible Security Acquisition” means the acquisition of Common Shares upon the purchase, exercise of Convertible Securities acquired or received by a Person under a Permitted-Bid Acquisition, Exempt Acquisition or a Corporate Distribution.

 

- 6 -


  (q)

Corporate Acquisition” means an acquisition by the Corporation or a Subsidiary of the Corporation or the redemption by the Corporation or the cancellation by the Corporation of Common Shares that by reducing the number of Common Shares outstanding increases the proportionate number of Common Shares Beneficially Owned by any Person.

 

  (r)

Corporate Distribution” means an acquisition as a result of:

 

  (i)

a stock dividend or a stock split or other event following which a Person receives or acquires Common Shares and/or Convertible Securities of a given type or class on the same pro-rata basis as all other holders of Common Shares and/or Convertible Securities of the same type or class (other than holders resident in a jurisdiction where a distribution is restricted or impracticable as a result of applicable law); or

 

  (ii)

any other event following which all holders of Common Shares and/or Convertible Securities (other than holders resident in a jurisdiction where a distribution is restricted or impracticable as a result of applicable law) are entitled to receive Common Shares or Convertible Securities on a pro-rata basis, including, without limitation, the receipt or exercise of rights issued by the Corporation and distributed to all holders of Common Shares to subscribe for or purchase Common Shares or Convertible Securities, provided that such rights are acquired directly from the Corporation and not from another Person, and further provided that the Person in question does not thereby acquire a greater percentage of Common Shares or Convertible Securities than the Person’s percentage of Common Shares Beneficially Owned immediately prior to that acquisition or exercise.

 

  (s)

Corporation” has the meaning set forth in the recitals hereto.

 

  (t)

Disqualification Date” means the first date of public announcement by a Person specified in Section 1.1(a)(iii) or the Corporation of a current intent to commence a Take-over Bid.

 

  (u)

Dividend Reinvestment Plan” means a dividend reinvestment or other plan of the Corporation made available by the Corporation to holders of its securities where that plan permits the holder to direct that dividends paid in respect of any securities of the Corporation, proceeds of redemption of Common Shares, interest paid on evidences of indebtedness of the Corporation, or option cash payments, be applied to the purchase from the Corporation of additional securities of the type or class of securities in respect of which those dividends relate.

 

  (v)

Effective Date” has the meaning given to that term in Section 5.13(a).

 

  (w)

Election to Exercise” has the meaning given to that term in Section 2.2(e).

 

- 7 -


  (x)

Exempt Acquisition” means an acquisition of Common Shares or Convertible Securities:

 

  (i)

in respect of which the Board of Directors has waived the application of Section 3.1 under Sections 5.1(b), 5.1(c) or 5.1(d);

 

  (ii)

that was made under a Dividend Reinvestment Plan;

 

  (iii)

made as an intermediate step in a series of related transactions in connection with an acquisition by the Corporation or its Subsidiaries of a Person or assets, provided that the Person who acquires such securities distributes or is deemed to distribute such securities to its security holders within 10 Business Days of the completion of such acquisition, and following such distribution no Person has become the Beneficial Owner of 20% or more of the Corporation’s then-outstanding Common Shares;

 

  (iv)

pursuant to an amalgamation, merger, arrangement, business combination or other similar transaction (statutory or otherwise, but for greater certainty not including a Take-over Bid) requiring approval by shareholders of the Corporation;

 

  (v)

under a distribution to the public by the Corporation of Common Shares or Convertible Securities made under a prospectus, provided that the Person in question does not thereby acquire a greater percentage of Common Shares or Convertible Securities than the percentage of Common Shares Beneficially Owned immediately prior to that acquisition; or

 

  (vi)

under an issue and sale by the Corporation of Common Shares or Convertible Securities by way of private placement by the Corporation, provided that:

 

  (A)

all necessary stock exchange approvals for such private placement have been obtained and such private placement complies with the terms and conditions of such approvals, and

 

  (B)

the purchaser does not become the Beneficial Owner of more than 25% of the number of Common Shares outstanding immediately prior to the private placement (and in making this determination, the securities to be issued to that purchaser under the private placement will be deemed to be held by that purchaser, but will not be included in the number of Common Shares outstanding immediately prior to the private placement) or a greater percentage of Common Shares or Convertible Securities representing the right to acquire Common Shares than the percentage of Common Shares such Person Beneficially Owned immediately prior to such acquisition

 

- 8 -


  (y)

Exercise Price” means, as of any date, the price at which a holder of a Right may purchase the securities issuable upon exercise of such Right which, until adjustment thereof in accordance with the terms hereof, shall be: (i) until the Separation Time, an amount equal to five times the Market Price, from time to time, per Common Share; and (ii) from and after the Separation Time, an amount equal to five times the Market Price, as at the Separation Time, per Common Share1.

 

  (z)

Expiration Time” means the earlier of: (i) the Termination Time, and (ii) the close of business on the date immediately following the date of the Corporation’s annual meeting of shareholders to be held in 2021; provided, however, that if the resolution referred to in Section 5.13(b) is approved by the Independent Holders in accordance with Section 5.13(b) at or prior to such annual meeting, “Expiration Time” shall mean the earlier of (A) the Termination Time, and (B) the close of business on the date immediately following the date of the Corporation’s annual meeting of shareholders to be held in 2024.

 

  (aa)

Flip-in Event” means a transaction or series of transactions in or following which any Person becomes an Acquiring Person, provided, however, that a Flip-in Event shall be deemed to occur at the Close of Business on the 10th day (or on such later day as the Board of Directors shall determine) after a Stock Acquisition Date.

 

  (bb)

holder”, with respect to any Rights, means the registered holder of those Rights (or, prior to the Separation Time, the associated Common Shares).

 

  (cc)

Independent Holders” means holders of Common Shares, excluding any Acquiring Person or Offeror, or any Affiliate or Associate of that Acquiring Person or Offeror, or any Person acting jointly or in concert with that Acquiring Person or Offeror, or any employee benefit plan, stock purchase plan, deferred profit sharing plan or any similar plan or trust for the benefit of employees of the Corporation or a Subsidiary of the Corporation, unless the beneficiaries of any such plan or trust direct the manner in which the Common Shares are to be voted or direct whether the Common Shares are to be tendered to a Take-over Bid.

 

  (dd)

Lock-up Bid” has the meaning given to that term in Section 1.1(mm).

 

  (ee)

Locked-up Person” has the meaning given to that term in Section 1.1(mm).

 

  (ff)

Market Price”, per security of any securities on any date of determination, means the average of the daily closing prices per security of those securities (determined as described below) on each of the 20 consecutive Trading Days ending three Trading Days immediately preceding that date;

 

 

1

NOTE : Given the consolidation, the Exercise Price must be changed.

 

- 9 -


provided, however, that if an event of a type analogous to any of the events described in Section 2.3 causes the closing prices used to determine the Market Price on any Trading Days not to be fully comparable with the closing price on the date of determination or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day, each closing price so used will be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in order to make it fully comparable with the closing price on the date of determination or, if the date of determination is not a Trading Day, on the immediately preceding Trading Day.

The closing price per security of any securities on any date will be:

 

  (i)

the closing board lot sale price or, if such price is not available, the average of the closing bid and asked prices, for each security as reported by the Toronto Stock Exchange;

 

  (ii)

if, for any reason, none of such prices is available on such day or the securities are not listed or admitted to trading on the Toronto Stock Exchange, the closing board lot sale price or, if such price is not available, the average of the closing bid and asked prices, for each security as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the securities exchange on which the securities are primarily traded;

 

  (iii)

if not so listed, the last quoted price, or if not so quoted, the average of the high bid and low asked prices for each security of those securities in the over-the-counter market; or

 

  (iv)

if on any such date the securities are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the securities selected in good faith by the Board of Directors; provided, however, that if on the date of determination the securities are not traded in the over-the-counter market, the closing price per security of those securities on that date will mean the fair value per security of those securities on such date as determined in good faith by a nationally or internationally recognized investment dealer or investment banker.

 

  (gg)

NI 62-104” means National Instrument 62-104 – Take-Over Bids and Issuer Bids adopted by certain of the Canadian securities regulatory authorities, as now in effect or as the same may from time to time be amended, re-enacted or replaced and including for greater certainty any successor instrument thereto.

 

  (hh)

Offer to Acquire” means:

 

  (i)

an offer to purchase, or a solicitation of an offer to sell; and

 

- 10 -


  (ii)

an acceptance of an offer to sell, whether or not that offer to sell has been solicited, and the Person accepting an offer to sell will be making an Offer to Acquire to the Person that made the offer to sell;

or any combination thereof.

 

  (ii)

Offeror” means a Person who has announced a current intention to make, or who makes and has outstanding, a Take-over Bid.

 

  (jj)

Offeror’s Securities” means Common Shares and Convertible Securities Beneficially Owned by an Offeror, any Affiliate or Associate of that Offeror, or any Person acting jointly or in concert with that Offeror.

 

  (kk)

Permitted Bid” means a Take-over Bid that is made by means of a Take-over Bid circular and:

 

  (i)

that is made to all registered holders of Common Shares (other than the Offeror’s Securities); and

 

  (ii)

that contains, and the take up and payment for securities tendered or deposited thereunder shall be subject to, irrevocable and unqualified condition that no Shares shall be taken up or paid for pursuant to the Take-over Bid:

 

  (A)

prior to the close of business on the date which is not less than one hundred and five (105) days following the date of the Take-over Bid or such shorter minimum period as determined in accordance with section 2.28.2 or section 2.28.3 of NI 62-104 for which a Take-over Bid (that is not exempt from any of the requirements of division 5 (Bid Mechanics) of NI 62-104) must remain open for deposit of securities thereunder; and

 

  (B)

unless, at the close of business on the date Shares are first taken up or paid for under such Take-over Bid, more than fifty percent (50%) of the then outstanding Common Shares shall have been tendered or deposited to the Take-over Bid and not withdrawn;

 

  (iii)

that contains an irrevocable and unqualified provision that:

 

  (A)

unless the Take-over Bid is withdrawn, Common Shares may be deposited under the Take-over Bid at any time during the period of time which applies pursuant to clause (ii)(A) of this Section 1.1(kk) and that any Shares deposited pursuant to the Take-over Bid may be withdrawn at any time until taken up and paid for; and

 

- 11 -


  (B)

should the condition referred to in Clause (ii)(B) of this Section 1.1(kk) be met: (i) the Offeror will make a public announcement of that fact; and (ii) the Take-over Bid will be extended for a period of not less than ten (10) days from the date of such public announcement.

 

  (ll)

Permitted-Bid Acquisitions” means share acquisitions made under a Permitted Bid or a Competing Permitted Bid.

 

  (mm)

Permitted Lock-up Agreement” means an agreement between a Person and one or more holders (each a “Locked-up Person”) of Common Shares or Convertible Securities, the terms of which are publicly disclosed and a copy of which is made available to the public, including the Corporation, not later than the date the Lock-up Bid (as defined below) is publicly announced or, if the agreement was entered into after the date of the Lock-up Bid, not later than the date the agreement was entered into, under which the Locked-up Persons agree to deposit or tender Common Shares or Convertible Securities to a Take-over Bid (the “Lock-up Bid”) made by the Person or any Affiliate or Associate of that Person or any other Person referred to in Section 1.1(e)(iii) and where (x) in the context of a Lock-up Bid that is supported by the Corporation, the agreement shall terminate automatically or may be terminated by the Locked-up Person upon termination, in accordance with its terms, of the agreement between the Offeror and the Corporation under which it was agreed that the Offeror would acquire all of the Common Shares outstanding in accordance with the terms of the agreement, and (y) in the context of a Lock-up Bid that is not supported by the Corporation, the agreement:

 

  (i)

permits the Locked-up Person to withdraw Common Shares or Convertible Securities in order to tender or deposit Common Shares or Convertible Securities to another Take-over Bid (or terminate the agreement in order to support another transaction) that represents an offering price for each Common Share or Convertible Security that exceeds, or provides a value for each Common Share or Convertible Security that is greater than:

 

  (A)

the offering price or value contained or proposed to be contained in the Lock-up Bid; or

 

  (B)

the offering price or value contained or proposed to be contained in the Lock-up Bid by as much or more than a specified amount and that specified amount is not greater than 7% of the offering price or value that is contained or proposed to be contained in the Lock-up Bid; and

 

  (ii)

provides that no “break-up” fees, “top-up” fees, penalties, payments, expenses or other amounts that exceed in the aggregate the greater of (A) the cash equivalent of 2.5% of the price or value payable under the Lock-up Bid to the Locked-up Person and (B) 50% of the amount by which the price or value payable under another Take-over Bid or another

 

- 12 -


  transaction to a Locked-up Person exceeds the price or value of the consideration that that Locked-up Person would have received under the Lock-up Bid, will be payable by that Locked-up Person under the agreement if the Lock-up Bid is not successfully concluded or if any Locked-up Person withdraws or fails to tender Common Shares or Convertible Securities thereunder, and that those amounts will be payable only following the actual receipt by the Locked-up Person of consideration under another Take-over Bid or another transaction;

and, for greater certainty, the agreement may contain a right of first refusal or require a period of delay to give the Offeror an opportunity to at least match a higher consideration in another Take-over Bid or another transaction or contain any other similar limitation on a Locked-up Person’s right to withdraw Common Shares or Convertible Securities from the agreement, so long as any such limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Common Shares or Convertible Securities in sufficient time to tender to the other Take-over Bid or to support the other transaction.

 

  (nn)

Person” means any individual, firm, partnership, association, trust, trustee, executor, administrator, legal or personal representative, government, governmental body, entity or authority, group, body corporate, corporation, unincorporated organization or association, syndicate, joint venture or any other entity, whether or not having legal personality, and any of the foregoing in any derivative, representative or fiduciary capacity and pronouns have a similar extended meaning.

 

  (oo)

Prescribed Percentage” means 20% of the outstanding Common Shares.

 

  (pp)

Privacy Laws” has the meaning given to that term in Section 4.7.

 

  (qq)

Redemption Price” has the meaning given to that term in Section 5.1(a).

 

  (rr)

regular periodic cash dividends” means cash dividends paid at regular intervals in any fiscal year of the Corporation to the extent that those cash dividends do not exceed, in the aggregate, the greatest of:

 

  (i)

200% of the aggregate amount of cash dividends declared payable by the Corporation on its Common Shares in its immediately preceding fiscal year; and

 

  (ii)

100% of the consolidated net income of the Corporation, before extraordinary items, for its immediately preceding fiscal year.

 

  (ss)

Right” means a right issued under this Agreement.

 

- 13 -


  (tt)

Rights Agent” means Computershare Trust Company of Canada or, as the case may be, any successor rights agent hereunder.

 

  (uu)

Rights Certificate” has the meaning given to that term in Section 2.2(d)(i).

 

  (vv)

Rights Register” has the meaning given to that term in Section 2.6(a).

 

  (ww)

Securities Act” means the Securities Act (Québec), and the regulations and rules thereunder, and any comparable or successor laws, regulations and rules thereto.

 

  (xx)

Separation Time” means:

 

  (i)

the Close of Business on the 10th Trading Day after the earlier of:

 

  (A)

the Stock Acquisition Date,

 

  (B)

the date of the commencement of, or first public announcement of the intent of any Person (other than the Corporation or any Subsidiary of the Corporation) to commence, a Take-over Bid (other than a Permitted Bid or Competing Permitted Bid so long as such Take-over Bid continues to satisfy the requirements of a Permitted Bid or Competing Permitted Bid), provided that, in respect of a Take-over Bid (other than a Permitted Bid or Competing Permitted Bid) that commenced prior to the Effective Date, the Separation Time will be the Close of Business on the third Trading Day after the Effective Date, and

 

  (C)

the date on which a Permitted Bid or Competing Permitted Bid ceases to qualify as such;

provided that, if any Take-over Bid, Permitted Bid or Competing Permitted Bid expires or is cancelled, terminated or otherwise withdrawn prior to the Separation Time, without securities deposited thereunder being taken up and paid for, that Take-over Bid, Permitted Bid or Competing Permitted Bid, as the case may be, will be deemed, for purposes of this Section 1.1(xx), never to have been made and provided further that if the Board of Directors determines under Sections 5.1(b), 5.1(c) or 5.1(d) to waive the application of Section 3.1 to a Flip-in Event, the Separation Time in respect of that Flip-in Event will be deemed never to have occurred; or

 

  (ii)

such later Business Day as may be determined at any time or from time to time by the Board of Directors (or any committee of the Board of Directors so designated by the Board of Directors).

 

  (yy)

Shares” means any shares in the capital of the Corporation.

 

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  (zz)

Stock Acquisition Date” means the first date of public announcement by the Corporation, an Offeror or an Acquiring Person of facts indicating that a Person has become an Acquiring Person.

 

  (aaa)

Subsidiary”: a corporation is a Subsidiary of another corporation if (i) it is controlled by (A) that other corporation; (B) that other corporation and one or more corporations each of which is controlled by that other corporation; or (C) two or more corporations each of which is controlled by that other corporation; or (ii) it is a Subsidiary of a corporation that is that other corporation’s Subsidiary.

 

  (bbb)

Take-over Bid” means an Offer to Acquire Common Shares or Convertible Securities where the Common Shares or Convertible Securities subject to the Offer to Acquire, together with the Common Shares into which the Convertible Securities subject to the Offer to Acquire are convertible, and the Offeror’s Securities, constitute in the aggregate the Prescribed Percentage or more of the outstanding Common Shares as of the date of the Offer to Acquire.

 

  (ccc)

Termination Time” means the time at which the right to exercise Rights terminates under Sections 5.1(a), 5.1(e), 5.1(f) or 5.1(h).

 

  (ddd)

Trading Day”, when used with respect to any securities, means a day on which the principal Canadian stock exchange or market on which those securities are listed or admitted to trading is open for the transaction of business or, if the securities are not listed or admitted to trading on any Canadian stock exchange or market, a Business Day.

 

1.2

Currency.

All sums of money that are referred to in this Agreement are expressed in lawful money of Canada, unless otherwise specified.

 

1.3

Headings.

The division of this Agreement into articles, Sections and clauses and the insertion of headings, subheadings and a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereunder” and similar expressions refer to this Agreement and not to any particular article, Section, or clause or other portion hereof and include any agreement supplemental hereto. References herein to “Sections” are to articles, sections, clauses and further subdivisions of articles of this Agreement.

 

1.4

Number and Gender.

Wherever the context so requires, terms used herein importing the singular number only include the plural and vice-versa and words importing only one gender include all others.

 

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1.5

Acting Jointly or in Concert.

For purposes of this Agreement, a Person is acting jointly or in concert (a) with every Person who is a party to an agreement, commitment or understanding, whether formal or informal, to acquire or make an Offer to Acquire Common Shares and/or Convertible Securities (other than customary agreements with and between underwriters or banking group members or selling group members with respect to a distribution of securities or to a pledge of securities in the ordinary course of business), and (b) all of their respective Affiliates and Associates.

 

1.6

Statutory References.

Unless the context otherwise requires or except as expressly provided herein, any reference herein to a specific part, section, clause or rule of any statute or regulation will be deemed to refer to the same as it may be amended, re-enacted or replaced or, if repealed and there is no replacement therefor, to the same as it is in effect on the date of this Agreement.

 

1.7

Calculation of Certain Percentages.

For purposes of this Agreement, the percentage of the outstanding Common Shares Beneficially Owned by any Person is the product of: (a) 100 and (b) a fraction of which (i) the numerator is the number of Common Shares Beneficially Owned by such Person and (ii) the denominator is the number of Common Shares then outstanding. In determining such percentage, all unissued Common Shares of which such Person is deemed to be the Beneficial Owner shall be deemed to be outstanding.

ARTICLE 2

THE RIGHTS

 

2.1

Legend on Share Certificates.

 

  (a)

Certificates issued for Common Shares after the Effective Date, but prior to the Close of Business on the earlier of the Separation Time and the Expiration Time, will evidence one Right for each Common Share represented thereby (subject to the adjustments provided herein) and, commencing as soon as reasonably practicable after the Effective Date, shall have impressed on, printed on, written on or otherwise affixed to them, a legend in substantially the following form:

 

  (i)

“Until the Separation Time (as defined in the Rights Plan referred to below), this certificate also evidences and entitles its holder to certain Rights as set forth in a Shareholder Rights Plan Agreement, as amended and restated on March 22, 2018, and as may be further amended, modified or supplemented from time to time (the “Rights Plan”), between Prometic Life Sciences Inc. (the “Corporation”) and Computershare Trust Company of Canada, as rights agent (the “Rights Agent”), the terms of which are hereby incorporated by reference and a copy of which is on file at the principal

 

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  executive office of the Corporation. Under certain circumstances, as set forth in the Rights Plan, the Rights may be amended or redeemed, may expire, may become null and void (if, in certain cases, they are issued to or “Beneficially Owned” by any Person who is, was or becomes an “Acquiring Person”, as those terms are defined in the Rights Plan, whether currently held by or on behalf of that Person or any subsequent holder) or may be evidenced by separate certificates and may no longer be evidenced by this certificate.”

 

  (ii)

“The Corporation will arrange for the mailing of a copy of the Rights Plan to the holder of this certificate without charge upon receipt of a written request therefor.”

 

  (b)

Until the earlier of the Separation Time and the Expiration Time, certificates representing Common Shares that are outstanding at the Effective Date will evidence one Right for each Common Share evidenced thereby, subject to the adjustments provided herein, notwithstanding the absence of the foregoing legend. Following the Separation Time, Rights shall be evidenced by Rights Certificates issued under Section 2.2.

 

2.2

Initial Exercise Price; Exercise of Rights; Detachment of Rights.

 

  (a)

Right to entitle holder to purchase one Common Share prior to adjustment. Each Right will entitle its holder, from and after the Separation Time and prior to the Expiration Time, to purchase, for the Exercise Price, one Common Share (which price and number of Common Shares are subject to adjustment as set forth below and are subject to Section 3.1(a)). Notwithstanding any other provision of this Agreement, any Rights held by the Corporation and any of its Subsidiaries will be void.

 

  (b)

Rights not exercisable until Separation Time. Until the Separation Time, (i) the Rights shall not be exercisable, and (ii) each Right will be transferable only together with, and will be transferred by a transfer of, the associated Common Shares.

 

  (c)

Separation. From and after the Separation Time and prior to the Expiration Time, (i) the Rights will be exercisable, and (ii) the registration and transfer of the Rights will be separate from, and independent of, Common Shares.

 

  (d)

Delivery of Rights Certificate and disclosure statement. In the event that the Corporation determines to issue Rights Certificates (as defined below), then promptly following the Separation Time, the Corporation shall prepare and the Rights Agent shall mail to each holder of Rights as of the Separation Time (other than an Acquiring Person and, in respect of any Rights Beneficially Owned by that Acquiring Person that are not held of record by that Acquiring Person, the holder of those Rights (a “Nominee”)) at the holder’s address as shown by the records of the Corporation (and the Corporation shall furnish copies of those records to the Rights Agent for this purpose):

 

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  (i)

a certificate (a “Rights Certificate”) in substantially the form of Schedule 2.2(d) hereto appropriately completed, representing the number of Rights held by that holder at the Separation Time, and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the Corporation may deem appropriate and as are not inconsistent with this Agreement, or as may be required to comply with any law, rule, regulation or judicial or administrative order or with any rule or regulation made thereunder or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage, and

 

  (ii)

a disclosure statement describing the Rights;

provided that a Nominee shall be sent the materials provided for in Sections 2.2(d)(i) and 2.2(d)(ii) in respect of all Common Shares held of record by it that are not Beneficially Owned by an Acquiring Person. In order for the Corporation to determine whether any Person is a Nominee, the Corporation may require that Person to furnish it with such information and documentation as the Corporation considers advisable.

 

  (e)

Exercise of Rights. In the event that the Corporation determines to issue Rights Certificates, rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent the Rights Certificate evidencing those Rights together with an election to exercise those Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate duly completed and executed, accompanied by payment by certified cheque, banker’s draft or money order payable to the order of the Rights Agent, of a (a) sum equal to (i) the Exercise Price multiplied by (ii) the number of Rights being exercised and (b) a sum sufficient to cover any transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issue or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised, all of the above to be received before the Expiration Time by the Rights Agent at its principal office in any of the cities listed on the Rights Certificate.

 

  (f)

Duties of Rights Agent upon receipt of Election to Exercise. In the event that the Corporation determines to issue Rights Certificates, then upon receipt of a Rights Certificate that is accompanied by (i) a completed and duly executed Election to Exercise, and (ii) payment, the Rights Agent (unless otherwise instructed by the Corporation) will promptly:

 

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  (i)

requisition certificates representing the number of Common Shares to be purchased from the transfer agent for the Common Shares (the Corporation hereby irrevocably authorizing its transfer agent to comply with all such requisitions);

 

  (ii)

when appropriate, requisition from the Corporation the amount of cash to be paid in lieu of issuing fractional Common Shares;

 

  (iii)

after receipt of the share certificates, deliver them to or upon the order of the holder of the Rights, registered in such name or names as may be designated by that holder;

 

  (iv)

after receipt of the cash, if applicable, deliver it (less any amounts required to be withheld) to or to the order of the holder of the Rights; and

 

  (v)

tender to the Corporation all payments received on exercise of the Rights.

 

  (g)

Partial Exercise of Rights. If a holder of Rights exercises less than all of the Rights evidenced by that holder’s Rights Certificate, the Rights Agents shall issue a new Rights Certificate evidencing the Rights remaining unexercised to that holder or to that holder’s duly authorized assigns.

 

  (h)

Duties of the Corporation. The Corporation shall:

 

  (i)

take all such action as may be necessary and within its power to ensure that all Common Shares delivered upon exercise of Rights will, at the time of delivery of the certificates for these securities (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable;

 

  (ii)

take all such action as may be necessary and within its power to ensure compliance with Sections 2.2 and 3.1 including, without limitation, all such action to comply with any applicable requirements of the CBCA, the Securities Act and any comparable legislation of any other applicable jurisdiction and any other applicable law, rule or regulation, in connection with the issue and delivery of the Rights Certificates and the issue of any Common Shares upon exercise of Rights;

 

  (iii)

use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issue on the principal stock exchange on which the Common Shares were traded prior to the Stock Acquisition Date;

 

  (iv)

cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights;

 

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  (v)

pay when due and payable all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) that may be payable in respect of the original issue or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issue or delivery of certificates for Common Shares, Shares or other securities in a name other than that of the holder of the Rights being transferred or exercised; and

 

  (vi)

after the Separation Time, except as permitted by Sections 5.1 or 5.4, not take (or permit any Subsidiary to take) any action if, at the time that action is taken, it is reasonably foreseeable that it will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

 

  (i)

Common Shares. Subject to Sections 2.3 and 3.1(a), a Right issued to a holder of a Common Share will represent the right to acquire one Common Share per Common Share so held. If a Common Share is redeemed or is purchased for cancellation prior to the Separation Time, its accompanying Right will be deemed to have been purchased for cancellation.

 

2.3

Adjustments to Exercise Price; Number of Rights.

The Exercise Price, the number and kind of Shares or other securities subject to purchase upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 2.3.

 

  (a)

Adjustment to Exercise Price upon changes to share capital. If the Corporation at any time after the Effective Date:

 

  (i)

declares or pays a dividend on the Common Shares payable in Shares (or other securities exchangeable for or convertible into or giving a right to acquire Shares or other securities), or other securities in lieu of, but not in an amount that exceeds the value of, regular periodic cash dividends;

 

  (ii)

subdivides or changes the outstanding Common Shares into a greater number of Common Shares;

 

  (iii)

combines or changes the outstanding Common Shares into a smaller number of Common Shares; or

 

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  (iv)

issues any Shares (or other securities exchangeable for or convertible into or giving a right to acquire Shares or other securities) or other securities in respect of, in lieu of or in exchange for existing Common Shares, except as otherwise provided in this Section 2.3;

the Exercise Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind of Shares or other securities (as the case may be) issuable on that date, will be proportionately adjusted so that the holder of any Rights exercised after that time will be entitled to receive, upon payment of the Exercise Price then in effect, the number and kind of Shares or other securities (as the case may be) that, if that Right had been exercised immediately prior to that date and at a time when the Common Share transfer books of the Corporation were open, that holder would have owned upon exercise and been entitled to receive by virtue of such dividend, subdivision, combination or reclassification. If an event occurs that would require an adjustment under both Sections 2.3 and 3.1, the adjustment provided for in this Section 2.3 will be in addition to and, be made prior to, any adjustment required under Section 3.1.

 

  (b)

Adjustment to Exercise Price upon issue of rights, options and warrants. If the Corporation, at any time after the Effective Date, fixes a record date for the issue of rights, options or warrants to all holders of Common Shares entitling them (for a period expiring within 45 calendar days after that record date) to subscribe for or purchase Common Shares (or instruments having the same rights, privileges and preferences as Common Shares (“equivalent shares”) or securities convertible into or exchangeable for or carrying a right to purchase Common Shares or equivalent shares at a price per share (or having a conversion price or exchange price or exercise price per share, if a security convertible into or exchangeable for or carrying a right to purchase Common Shares or equivalent shares) less than ninety 90% of the Market Price per share on that record date, the Exercise Price in effect after that record date will be determined by multiplying (i) the Exercise Price in effect immediately prior to that record date by (ii) a fraction, the numerator of which (A) will be (x) the number of Common Shares outstanding on that record date, plus (y) the number of Common Shares that the aggregate offering price of the Common Shares or equivalent shares so to be offered (or the aggregate initial conversion, exchange or exercise price of the convertible or exchangeable securities or rights so to be offered, including the price required to be paid to purchase those convertible or exchangeable securities or rights so to be offered) would purchase at that Market Price per share, and the denominator of which (B) will be (x) the number of Common Shares outstanding on that record date, plus (y) the number of additional Common Shares or equivalent shares to be offered for subscription or purchase (or into which the convertible or exchangeable securities are initially convertible, exchangeable or exercisable).

 

- 21 -


In case such subscription price may be paid by delivery of consideration, part or all of which may be in a form other than cash, the value of that consideration will be determined in good faith by the Board of Directors, whose determination shall be described in a certificate filed with the Rights Agent and will bind the Rights Agent and the holders of the Rights. Such adjustment will be made successively whenever such a record date is fixed and, if such rights or warrants are not so issued, the Exercise Price will be adjusted to be the Exercise Price that would then be in effect if that record date had not been fixed.

For purposes of this Agreement, the granting of rights to purchase Common Shares (whether from the Corporation or otherwise) under any Dividend Reinvestment Plan or any share purchase plan providing for the reinvestment of dividends or interest payable on securities of the Corporation or the investment of periodic optional payments or employee benefit, stock option or similar plans (so long as those rights are not evidenced by the delivery of rights or warrants) will not constitute an issue of rights, options or warrants by the Corporation; provided, however, that, in the case of any Dividend Reinvestment Plan, the rights to purchase Common Shares are at a price per share of not less than 90% of the market price per share (determined as provided in such plans) of the Common Shares.

 

  (c)

Adjustment to Exercise Price upon Corporate Distributions. If the Corporation at any time after the Effective Date fixes a record date for a distribution to all holders of Common Shares (including any such distribution made in connection with a merger, amalgamation, arrangement, plan, compromise or reorganization in which the Corporation is the continuing or successor Corporation) of evidences of indebtedness, cash (other than a regular periodic cash dividend or a regular periodic cash dividend paid in Common Shares, but including any dividend payable in securities other than Common Shares), assets or subscription rights, options or warrants (excluding those referred to in Section 2.3(b)), the Exercise Price in effect after that record date will be determined by multiplying (i) the Exercise Price in effect immediately prior to that record date by (ii) a fraction, the numerator of which (A) will be the Market Price per share on that record date, less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the cash, assets or evidences of indebtedness so to be distributed or of such subscription rights, options or warrants applicable to a Common Share and the denominator of which (B) will be that Market Price per share. Such adjustments will be made successively whenever such a record date is fixed, and if such distribution is not so made, the Exercise Price will be adjusted to be the Exercise Price that would have been in effect if that record date had not been fixed.

 

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  (d)

De minimis threshold for adjustment to Exercise Price. Notwithstanding anything herein to the contrary, no adjustment in the Exercise Price will be made unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price; provided, however, that any adjustments that by reason of this Section 2.3(d) are not required to be made will be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2.3 will be to the nearest cent or to the nearest 1/100th of a Common Share.

 

  (e)

Corporation may provide for alternate means of adjustment. Subject to prior consent of the holders of Common Shares or Rights obtained as set forth in Sections 5.4(c) or 5.4(d), as applicable, if the Corporation at any time after the Effective Date issues any Shares (other than Common Shares), or rights or warrants to subscribe for or purchase any Shares, or securities convertible into or exchangeable for any Shares, in a transaction referred to in Sections 2.3(a)(i), 2.3(a)(iv), 2.3(b) or 2.3(c), and if the Board of Directors acting in good faith determines that the adjustments contemplated by Sections 2.3(a), 2.3(b), and 2.3(c) in connection with such transaction will not appropriately protect the interests of the holders of Rights, the Corporation may determine what other adjustments to the Exercise Price, number of Rights or securities purchasable upon exercise of Rights would be appropriate and, notwithstanding Sections 2.3(a), 2.3(b) and 2.3(c), such adjustments, rather than the adjustments contemplated by Sections 2.3(a), 2.3(b) and 2.3(c), will be made. The Corporation and the Rights Agent shall amend this Agreement accordingly.

 

  (f)

Rights to evidence right to purchase Common Shares at adjusted Exercise Price. Each Right originally issued by the Corporation subsequent to any adjustment made to the Exercise Price hereunder will evidence the right to purchase, at the adjusted Exercise Price, the number of Common Shares purchasable from time to time hereunder upon exercise of that Right, all subject to further adjustment as provided herein.

 

  (g)

Adjustment to number of Common Shares purchasable upon adjustment to Exercise Price. Unless the Corporation exercises its election as provided in Section 2.3(h), upon each adjustment of the Exercise Price as a result of the calculations made in Sections 2.3(b) and 2.3(c), each Right outstanding immediately prior to the making of that adjustment will thereafter evidence the right to purchase, at the adjusted Exercise Price, the number of Common Shares (calculated to the nearest 1/10,000th) obtained by (i) multiplying (A) the number of Common Shares purchasable upon exercise of a Right immediately prior to this adjustment by (B) the Exercise Price in effect immediately prior to that adjustment of the Exercise Price, and (ii) dividing the product so obtained by the Exercise Price in effect immediately after that adjustment of the Exercise Price.

 

  (h)

Election to adjust number of Rights upon adjustment to Exercise Price. The Corporation may, on or after the date of any adjustment of the Exercise Price, adjust the number of Rights, in lieu of any adjustment in the number of Common Shares purchasable upon exercise of a Right. Each Right outstanding after the

 

- 23 -


  adjustment in the number of Rights will be exercisable for the number of Common Shares for which a Right was exercisable immediately prior to that adjustment. Each Right held of record prior to that adjustment of the number of Rights will become that number of Rights (calculated to the nearest 1/10,000) obtained by dividing the Exercise Price in effect immediately prior to adjustment of the Exercise Price by the Exercise Price in effect immediately after adjustment of the Exercise Price.

The Corporation shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the Exercise Price is adjusted or any day thereafter but, if Rights Certificates have been issued, will be at least 10 days later than the date of the public announcement.

If Rights Certificates have been issued, upon each adjustment of the number of Rights under this Section 2.3(h), the Corporation shall, as promptly as practicable, cause to be distributed to holders of Rights on that record date Rights Certificates evidencing, subject to Section 5.5, the additional Rights to which those holders are entitled as a result of that adjustment, or, at the option of the Corporation, shall cause to be distributed to those holders in substitution and replacement for their Rights Certificates prior to the date of adjustment, and upon surrender thereof, new Rights Certificates evidencing all the Rights to which those holders are entitled after that adjustment. Rights Certificates so to be distributed shall be issued, executed and countersigned in the manner provided for herein and may bear, at the option of the Corporation, the adjusted Exercise Price and shall be registered in the names of the holders of Rights on the record date for the adjustment specified in the public announcement.

 

  (i)

Rights Certificates may contain Exercise Price before adjustment. Irrespective of any adjustment or change in the Exercise Price or the number of Common Shares issuable upon the exercise of the Rights, the Rights Certificates therefor and thereafter issued may continue to express the Exercise Price per share and the number of Common Shares that were expressed in the initial Rights Certificates issued hereunder.

 

  (j)

Corporation may in certain cases defer issues of securities. In any case in which this Section 2.3 requires that an adjustment in the Exercise Price be made effective as of a record date for a specified event, the Corporation may defer until the occurrence of that event the issue to the holder of any Rights exercised after that record date the number of Common Shares, if any, issuable upon exercise over and above the number of Common Shares, if any, issuable upon exercise on the basis of the Exercise Price in effect prior to that adjustment; provided, however, that the Corporation shall deliver to that holder an appropriate instrument evidencing the holder’s right to receive additional Common Shares (fractional or otherwise) upon the occurrence of the event requiring that adjustment.

 

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  (k)

Corporation has discretion to reduce Exercise Price for tax reasons. Notwithstanding anything in this Section 2.3 to the contrary, the Corporation may make such reductions in the Exercise Price, in addition to those adjustments expressly required by this Section 2.3, as and to the extent that in their good faith judgment, the Board of Directors determines to be advisable in order that any (i) consolidation or subdivision of the Common Shares, (ii) issue of any Common Shares at less than the Market Price, (iii) issue of securities convertible into or exchangeable for Common Shares, (iii) stock dividends or (iv) issue of rights, options or warrants, referred to in this Section 2.3 hereafter made by the Corporation to holders of its Common Shares, subject to applicable tax laws, will not be taxable to such shareholders.

 

  (l)

Adjustment to Rights exercisable into securities other than Common Shares. If as a result of an adjustment made under Section 3.1, the holder of any Rights thereafter exercised becomes entitled to receive securities other than Common Shares, thereafter the number of those other securities so receivable upon exercise of any Rights and the Exercise Price thereof will be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in Sections 2.3(a) to 2.3(k), as the case may be.

 

  (m)

Whenever an adjustment to the Exercise Price or a change in the securities purchasable upon exercise of the Rights is made at any time after the Separation Time under this Section 2.3, the Corporation shall promptly:

 

  (i)

file with the Rights Agent and with the transfer agent for the Common Shares a certificate specifying the particulars of that adjustment or change; and

 

  (ii)

cause notice of the particulars of that adjustment or change to be given to the holders of the Rights, provided that failure to file such certificate or cause such notice to be given, or any defect therein, will not affect the validity of such adjustment or change.

 

2.4

Date on Which Exercise is Effective.

Each Person in whose name any certificate or confirmation in Book Entry Form for Common Shares is issued upon the exercise of Rights, will be deemed to have become the holder of record of the Common Shares represented thereby on, and that certificate or entry shall be dated the date upon which the Rights Certificate evidencing those Rights was duly surrendered (together with a duly completed Election to Exercise) or such other Book Entry Rights Exercise Procedures were followed, and payment of the Exercise Price for those Rights (and any applicable transfer taxes and other governmental charges payable by the exercising holder

 

- 25 -


hereunder) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Share transfer books of the Corporation are closed, that Person will be deemed to have become the record holder of those Common Shares on, and that certificate shall be dated, the next succeeding Business Day on which the Common Share transfer books of the Corporation are open.

 

2.5

Execution, Authentication, Delivery and Dating of Rights Certificates.

 

  (a)

The Rights Certificates shall be executed on behalf of the Corporation by its Chairman, Chief Executive Officer, President or Vice-President, together with its Secretary. The signature of any of these officers on the Rights Certificates may be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Corporation will bind the Corporation, notwithstanding that any of them have ceased to hold those offices prior to the countersignature and delivery of Rights Certificates.

 

  (b)

Promptly after the Corporation learns of the Separation Time, the Corporation shall notify the Rights Agent thereof and shall deliver Rights Certificates executed by the Corporation to the Rights Agent for countersignature and disclosure statements as described in Section 2.2(d), and the Rights Agent shall manually or by facsimile signature countersign and send those Rights Certificates and disclosure statements to the holders of the Rights under Section 2.2(c). No Rights Certificate will be valid for any purpose until countersigned by the Rights Agent.

 

  (c)

Each Rights Certificate shall be dated the date of countersignature thereof.

 

2.6

Registration, Registration of Transfer and Exchange.

 

  (a)

The Corporation shall cause to be kept a register (the “Rights Register”) in which, subject to such reasonable policies as it may prescribe, the Corporation shall register and transfer Rights. The Rights Agent is hereby appointed “Rights Registrar” for purposes of maintaining the Rights Register for the Corporation and registering and transferring Rights as herein provided. If the Rights Agent ceases to be the Rights Registrar, the Rights Agent may examine the Rights Register at all reasonable times.

 

  (b)

After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of a Rights Certificate and subject to Section 2.6(d) and the other provisions of this Agreement, the Corporation shall execute and the Rights Agent shall countersign, register and deliver, in the name of the holder or the designated transferee or transferees in accordance with the holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificates so surrendered. Alternatively, in the case of the exercise of Rights in Book Entry Form, the Rights Agent shall provide the holder or the designated transferee or transferees with one or more statements issued under the Rights Agent’s direct registration system evidencing the same aggregate number of Rights as did the direct registration system’s records for the Rights transferred or exchanged.

 

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  (c)

All Rights issued upon any registration of transfer or exchange of Rights Certificates will bind the Corporation, and those Rights will entitle their holders to the same benefits under this Agreement as the Rights surrendered upon registration of transfer or exchange.

 

  (d)

Each Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Corporation or the Rights Agent, as the case may be, duly executed by the registered holder thereof or that holder’s attorney duly authorized in writing.

 

  (e)

As a condition to the issue of any new Rights Certificate under this Section 2.6, the Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and the Corporation may require payment of a sum sufficient to cover any other expenses (including the fees and expenses of the Rights Agent) in connection therewith.

 

2.7

Mutilated, Destroyed, Lost and Stolen Rights Certificates.

 

  (a)

If any mutilated Rights Certificate is surrendered to the Rights Agent prior to the Expiration Time, the Corporation shall execute and the Rights Agent shall countersign and deliver in exchange therefor a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so surrendered.

 

  (b)

If (i) evidence of the destruction, loss or theft of any Rights Certificate is delivered to the Corporation and the Rights Agent prior to the Expiration Time and to their reasonable satisfaction, together with (ii) such indemnity or other security as may be required by each of them to save each of them and any of their agents harmless then, in the absence of notice to the Corporation or the Rights Agent that Rights Certificate has been acquired by a bona fide purchaser, the Corporation shall execute and the Rights Agent shall countersign and deliver, in lieu of any such destroyed, lost or stolen Rights Certificate, a new Rights Certificate evidencing the same number of Rights as did the Rights Certificate so destroyed, lost or stolen.

 

  (c)

As a condition to the issue of any new Rights Certificate under this Section 2.7, the Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and the Corporation may require payment of a sum sufficient to cover any other expenses (including the fees and expenses of the Rights Agent) in connection therewith.

 

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  (d)

Every new Rights Certificate issued under this Section 2.7 in lieu of any destroyed, lost or stolen Rights Certificate will evidence an original additional contractual obligation of the Corporation, whether or not the destroyed lost or stolen Rights Certificate will be at any time enforceable by anyone, and the holder thereof will be entitled to all the benefits of this Agreement equally and proportionately with any other holders of Rights duly issued by the Corporation.

 

2.8

Persons Deemed Owners.

Prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby.

 

2.9

Delivery and Cancellation of Rights Certificates.

All Rights Certificates surrendered upon exercise or for redemption, registration of transfer or exchange shall be delivered to the Rights Agent and the Rights Agent shall promptly cancel them. The Corporation may at any time deliver to the Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder that the Corporation or any of its Subsidiaries may have acquired, and the Rights Agent shall promptly cancel Rights Certificates so delivered. No Rights Certificate shall be countersigned in lieu of or in exchange for any Rights Certificates cancelled under this Section 2.9 except as expressly permitted by this Agreement. The Rights Agent shall, subject to applicable laws, destroy all cancelled Rights Certificates and deliver a certificate of destruction to the Corporation on request by the Corporation.

 

2.10

Agreement of Rights Holders.

Every holder of Rights, by accepting them, agrees with the Corporation and the Rights Agent and with every other holder of Rights:

 

  (a)

to be bound by and subject to this Agreement, as amended or supplemented from time to time in accordance with the terms hereof, in respect of all Rights held;

 

  (b)

that, prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the Common Share certificate representing that Right;

 

  (c)

that after the Separation Time, the Rights Certificates will be transferable only on the Rights Register as provided herein;

 

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  (d)

that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing that Rights Certificate or associated Common Share certificate made by anyone other than the Corporation or the Rights Agent), and neither the Corporation nor the Rights Agent will be affected by any notice to the contrary;

 

  (e)

that holder of Rights has waived his or her right to receive any fractional shares upon exercise of Right;

 

  (f)

that, in accordance with Section 5.4, without the approval of any holder of Rights and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time as provided herein; and

 

  (g)

that notwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Rights Agent will be liable to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of a preliminary or permanent injunction or other order, decree or ruling issued by any court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or a statute, rule, regulation, or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.

 

2.11

Rights Certificate Holder not Deemed a Shareholder.

No holder, as such, of Rights or Rights Certificate or confirmation in Book Entry Form will be entitled to vote, receive dividends or be deemed the holder of any Share or other securities, which may at any time be issuable on the exercise of the Rights represented thereby, nor will anything contained herein or in any Rights Certificate confer upon any holder of Rights or Rights Certificate, as such, any of the rights, titles, benefits or privileges of a holder of Shares or other securities or any right to vote at any meeting of security holders of the Corporation whether for the election of directors or otherwise or upon any matter submitted to security holders at any meeting thereof, or to give or withhold consent to any action of the Corporation, or to receive notice of any meeting or other action affecting any holder of Shares or other securities, except as expressly provided herein, or to receive dividends, distributions or subscription rights, or otherwise, until Rights have been duly exercised under this Agreement.

 

2.12

Book Entry Rights Exercise Procedures and Execution, Authentication, Delivery

 

  (a)

Promptly following the Separation Time, the Corporation will determine whether it wishes to issue Rights Certificates or whether it will maintain the Rights in Book Entry Form. In the event that the Corporation determines to maintain Rights in Book Entry Form, it will put in place such alternative procedures as are determined necessary in consultation with the Rights Agent for the Rights to be

 

- 29 -


  maintained in Book Entry Form (the “Book Entry Rights Exercise Procedures”), it being hereby acknowledged that such procedures shall, to the greatest extent possible, replicate in all substantive respects the procedures set out in this Agreement with respect to the exercise of the Rights Certificates and that the procedures set out in this Agreement shall be modified only to the extent necessary, as reasonably determined by the Rights Agent, to permit the Corporation to maintain the Rights in Book Entry Form. In such event, the Book Entry Rights Exercise Procedures shall be deemed to replace the procedures set out in this Agreement with respect to the exercise of Rights and all provisions of this Agreement referring to the Rights Certificates shall be applicable to Rights registered in Book Entry Form in like manner as the Rights in certificated form.

 

  (b)

Rights will be evidenced, in the case of Rights in Book Entry Form, by a statement issued under the Rights Agent’s direct registration system or, alternatively, if the Corporation determines to issue Rights Certificates, by the procedures set out in Section 2.2.

ARTICLE 3

ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS

 

3.1

Flip-in Event.

 

  (a)

Subject to Section 3.1(b), and Sections 5.1(b), 5.1(c) and 5.1(d), if a Flip-in Event occurs prior to the Expiration Time, each Right will constitute, effective on the Close of Business on the 10th day following the Stock Acquisition Date, a right to purchase from the Corporation, upon payment of the relevant Exercise Price and otherwise exercising such Right in accordance with the terms hereof, that number of Common Shares, as applicable, of the Corporation having an aggregate Market Price on the date of the occurrence of that Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (that Right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 if after such date of occurrence an event of a type analogous to any of the events described in Section 2.3 occurs with respect to those Common Shares).

 

  (b)

Notwithstanding anything in this Agreement to the contrary, upon the occurrence of a Flip-in Event, any Rights that are Beneficially Owned by (i) an Acquiring Person (or any Affiliate or Associate of an Acquiring Person) or any Person acting jointly or in concert with an Acquiring Person, or (ii) a transferee or other successor in title of Rights, directly or indirectly, of an Acquiring Person (or of any Affiliate or Associate of an Acquiring Person) or of any Person acting jointly or in concert with an Acquiring Person who becomes a transferee or successor in title concurrently with or subsequent to the Acquiring Person becoming such, will become null and void without any further action, and any holder of those Rights (including transferees or successors in title) will not have any right whatsoever to

 

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  exercise those Rights under this Agreement and will not have thereafter any other rights whatsoever with respect to those Rights, whether under this Agreement or otherwise. The holder of any Rights represented by a Rights Certificate which is submitted to the Rights Agent upon exercise or for registration of transfer or exchange which does not contain the necessary certifications set forth in the Rights Certificate establishing that such Rights are not null and void under this Section 3.1(b) shall be deemed to be an Acquiring Person for the purposes of this Section 3.1 and such Rights shall become null and void.

 

  (c)

Any Rights Certificate that represents Rights Beneficially Owned by a Person described in either Section 3.1(a) or 3.1(b) or transferred to any nominee of any such Person, and any Rights Certificate issued upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain the following legend:

“The Rights represented by this Rights Certificate were issued to a Person who was an Acquiring Person (or an Affiliate or Associate of an Acquiring Person, or any Person acting jointly or in concert with an Acquiring Person or any Affiliate or Associate of such other Person) (as such terms are defined in the Amended and Restated Shareholder Rights Plan Agreement). This Rights Certificate and the Rights represented hereby shall become null and void in the circumstances specified in Section 3.1(b) of the Shareholder Rights Plan Agreement.”

provided, however, that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so in writing by the Corporation or if a holder fails to certify upon transfer or exchange in the space provided on the Rights Certificate that such holder is not a Person described in such legend. The issuance of a Rights Certificate without the legend referred to in this Section 3.1(c) shall be of no effect on the provisions of Section 3.1(b).

ARTICLE 4

THE RIGHTS AGENT

 

4.1

General.

 

  (a)

The Corporation hereby appoints the Rights Agent to act as agent for the Corporation in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such co-Rights Agents as it may deem necessary or desirable, subject to prior approval of the Rights Agent. If the Corporation appoints one or more co-Rights Agents, the respective duties of the Rights Agents and co-Rights Agents will be as the Corporation may determine, with the approval of the Rights Agent.

 

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The Corporation shall pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses (including reasonable counsel fees and disbursements) incurred in the administration and execution of this Agreement and the performance of its duties hereunder.

 

  (b)

The Corporation shall indemnify the Rights Agent and its officers, directors and employees for, and shall hold those Persons harmless against, any loss, liability, cost, claim, action, suit, damage or expense incurred (that is not the result of negligence, bad faith or wilful misconduct on the part of any one of the Rights Agent or its officers, directors or employees) for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability, which indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent.

 

  (c)

The Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Common Shares or any Rights Certificate or certificate for other Shares or other securities, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, and, where necessary, verified or acknowledged, by the proper Person or Persons.

 

  (d)

The Corporation shall inform the Rights Agent in a reasonably timely manner of events that may materially affect the administration of this Agreement by the Rights Agent and at any time, upon request, shall provide to the Rights Agent an incumbency certificate certifying the then current officers of the Corporation.

 

4.2

Merger or Amalgamation or Change of Name of Rights Agent.

 

  (a)

Any corporation into which the Rights Agent may be merged or amalgamated or with which it may be consolidated, or any corporation resulting from any merger, amalgamation, statutory arrangement or consolidation to which the Rights Agent is a party, or any corporation succeeding to the shareholder services business of the Rights Agent, will be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Rights Agent under Section 4.4. In case, at the time such successor Rights Agent succeeds to the agency created by this Agreement, Rights Certificates have been countersigned, but not delivered, that successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver those Rights Certificates so countersigned; and in case, at that time Rights Certificates have not been countersigned, such successor Rights Agent may countersign those Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases those Rights Certificates will have the full force provided in the Rights Certificates and in this Agreement.

 

- 32 -


  (b)

In case, at any time, the name of the Rights Agent is changed and at that time Rights Certificates have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver the Rights Certificates so countersigned; and in case, at that time, Rights Certificates have not been countersigned, the Rights Agent may countersign those Rights Certificates either in its prior name or in its changed name; and in all such cases those Rights Certificates will have the full force provided in the Rights Certificates and in this Agreement.

 

4.3

Duties of Rights Agent.

The Rights Agent undertakes its duties and obligations under this Agreement upon the following terms and conditions, to all of which the Corporation and the holders of Rights, by their acceptance thereof, are bound:

 

  (a)

The Rights Agent may retain and consult with legal counsel (who may be legal counsel for the Corporation) and the opinion of that counsel will fully and completely authorize and protect the Rights Agent as to any action taken or omitted to be taken by it in good faith and in accordance with that opinion. Subject to prior written consent of the Corporation, which consent shall not be unreasonably withheld, the Rights Agent may also consult with such other experts as the Rights Agent will consider necessary or appropriate to properly carry out its duties and obligations under this Agreement (at the expense of the Corporation) and the Rights Agent may act and rely in good faith on the advice of any such expert.

 

  (b)

Whenever, in the performance of its duties under this Agreement, the Rights Agent deems it necessary or desirable that any fact or matter be proved or established by the Corporation prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof is herein specifically provided) may be deemed to be conclusively proven and established by a certificate signed by a Person believed by the Rights Agent to be the Chairman of the Board of Directors, the President, the Chief Financial Officer, the Chief Legal Officer, a Vice-President, the Treasurer, an Assistant-Treasurer, the Secretary or an Assistant-Secretary of the Corporation and delivered to the Rights Agent; and that certificate will fully authorize the Rights Agent as to any action taken or suffered in good faith by it under this Agreement in reliance upon that certificate.

 

  (c)

The Rights Agent will be liable hereunder only for events that are the result of its own negligence, bad faith or wilful misconduct and that of its officers, directors and employees.

 

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  (d)

The Rights Agent will not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Share certificates or the Rights Certificates (except its countersignature thereof) or be required to verify them, but all those statements and recitals are and will be deemed to have been made by the Corporation only.

 

  (e)

The Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Share certificate or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Corporation of any obligation under this Agreement or any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void under Section 3.1(b)) or any adjustment required under Section 2.3 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights after receipt of the certificate contemplated by Section 2.3(m)(i) describing any such adjustment); nor will it, by any act hereunder, be deemed to make any representation or warranty as to the authorization of any Common Shares to be issued under this Agreement or any Rights or as to whether any Common Shares will, when issued, be duly and validly authorized, executed, issued and delivered or fully paid and non-assessable.

 

  (f)

The Corporation shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further acts, instruments and assurances as may reasonably be required by the Rights Agent for the performance by the Rights Agent of its duties and obligations under this Agreement.

 

  (g)

The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from a Person believed by the Rights Agent to be the Chairman of the Board of Directors, the President, the Chief Financial Officer, the Chief Legal Officer, a Vice-President, the Treasurer, an Assistant-Treasurer, the Secretary or an Assistant-Secretary of the Corporation and to apply to any such Person for advice or instructions in connection with its duties, and it will not be liable for any action taken or suffered by it in good faith in accordance with instructions of any of them. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Person designated in writing by the Corporation, and to apply to any such Person for advice or instructions in connection with its duties, and it will not be liable for any action taken or suffered by it in good faith in accordance with the instructions of any of them; it is understood that instructions to the Rights Agent will, except where circumstances make it impracticable or the Rights Agent otherwise agrees, be given in writing and, where not in writing, those instructions will be confirmed in writing as soon as reasonably possible after being given.

 

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  (h)

The Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities or become financially interested in any transaction in which the Corporation may be interested or contract with or lend money to the Corporation or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein precludes the Rights Agent from acting in any other capacity for the Corporation or for any other legal entity, provided such actions would not place the Rights Agent in a position of conflict of interest with respect to its duties under this Agreement.

 

  (i)

The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or, with the prior written consent of the Corporation, by or through its attorneys or agents. The Rights Agent will not be answerable or accountable for any act, omission, default, neglect or misconduct of any of its attorneys or agents or for any loss to the Corporation resulting from any such act, omission, default, neglect or misconduct, provided the prior written consent of the Corporation was obtained and reasonable care was exercised in the selection and continued employment thereof.

 

4.4

Change of Rights Agent.

 

  (a)

The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice (or such lesser notice as is acceptable to the Corporation) given to the Corporation, to each transfer agent of Common Shares and to each holder of Rights (all of which shall be at the expense of the Corporation). The Corporation may remove the Rights Agent upon 30 days’ notice given to the Rights Agent, to each transfer agent of Common Shares and to each holder of Rights.

 

  (b)

If the Rights Agent resigns or is removed or otherwise becomes incapable of acting, the Corporation shall appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 60 days after that removal or after it has been notified in writing of that resignation or incapacity by the Rights Agent or by any holder of Rights (which holder shall, with that notice, submit his or her Rights Certificate for inspection by the Corporation), then the Rights Agent or that holder may apply to any court of competent jurisdiction for the appointment of a new Rights Agent at the Corporation’s expense.

 

  (c)

Any successor Rights Agent, whether appointed by the Corporation or by such court, will be a corporation incorporated under the laws of Canada or a jurisdiction thereof authorized to carry on the business of a trust company in Canada. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named as

 

- 35 -


  Rights Agent without further act or deed; but the predecessor Rights Agent, upon receiving from the Corporation payment in full of all amounts outstanding under this Agreement, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary.

 

  (d)

Not later than the effective date of any such appointment, the Corporation shall give notice thereof to the predecessor Rights Agent, to each transfer agent of Common Shares and to each holder of Rights. The cost of giving any notice required under this Section 4.4 shall be borne solely by the Corporation. Failure to give any notice provided for in this Section 4.4 however, or any defect therein, will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

 

4.5

Compliance with Anti-Money Laundering Legislation

The Rights Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Rights Agent reasonably determines that such an act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Rights Agent reasonably determine at any time that its acting under this Agreement has resulted in it being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ prior written notice to the Corporation, provided: (i) that the Rights Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Rights Agent’s satisfaction within such 10 day period, then such resignation shall not be effective.

 

4.6

Fiduciary Duties of the Directors

Nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares and/or Convertible Securities reject or accept any Take-over Bid or take any other action including the commencement, prosecution, defence or settlement of any litigation and the solicitation of additional or alternative Take-over Bids or other proposals to shareholders that the directors believe are necessary or appropriate in the exercise of their fiduciary duties.

 

4.7

Privacy Legislation

The parties acknowledge that federal and/or provincial legislation that addresses the protection of individual’s personal information (collectively, “Privacy Laws”) applies to obligations and activities under this Agreement. Despite any other provision of this Agreement, neither party will take or direct any action that would contravene, or cause the other to contravene, applicable Privacy Laws. The Corporation will, prior to transferring or causing to be transferred personal information to the Rights Agent, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or will have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Rights Agent will use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.

 

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4.8

Liability

Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.

ARTICLE 5

MISCELLANEOUS

 

5.1

Redemption and Waiver.

 

  (a)

Subject to the prior consent of the holders of Common Shares or Rights obtained in accordance with Section 5.4(c) or 5.4(d), as applicable, the Board of Directors acting in good faith may, at any time prior to the occurrence of a Flip-in Event, elect to redeem all of the then outstanding Rights at a redemption price of $0.00001 per Right (the “Redemption Price”) which, if applicable, will be appropriately adjusted in accordance with Section 2.3, mutatis mutandis.

 

  (b)

Subject to the prior consent of the holders of Common Shares obtained in accordance with Section 5.4(c), the Board of Directors may, at any time prior to the occurrence of a Flip-in Event, if that Flip-in Event would occur by reason of an acquisition of Common Shares otherwise than under a Take-over Bid made by means of a Take-over Bid circular to all registered holders of Common Shares and otherwise than in the circumstances set forth in Section 5.1(d), waive the application of Section 3.1 to that Flip-in Event. In the event that the Board of Directors proposes such a waiver, the Board of Directors shall postpone the Separation Time to a date subsequent to and not more than 10 Business Days following the meeting of shareholders called to approve such waiver.

 

  (c)

The Board of Directors acting in good faith may, prior to the occurrence of a Flip-in Event, and upon prior written notice delivered to the Rights Agent, waive the application of Section 3.1 to a Flip-in Event that would occur by reason of a Take-over Bid made by means of a Take-over Bid circular to all registered holders of Common Shares by giving to the Rights Agent notice thereof; provided that if the Board of Directors waives the application of Section 3.1 to a particular Flip-in Event, the Board of Directors will be deemed to have waived the application of Section 3.1 to any other Flip-in Event occurring by reason of any Take-over Bid made by means of a Takeover Bid circular to all registered holders of Common Shares prior to the expiry of any Take-over Bid in respect of which a waiver is, or is deemed to have been granted, under this Section.

 

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  (d)

The Board of Directors may waive the application of Section 3.1, by giving to the Rights Agent notice thereof, in respect of a Flip-in Event, if:

 

  (i)

the Board of Directors has determined that a Person became an Acquiring Person by inadvertence and without any intention to become, or knowledge that it would become, an Acquiring Person; and

 

  (ii)

that Acquiring Person has reduced its Beneficial Ownership of Common Shares (or has entered into a contractual arrangement with the Corporation, acceptable to the Board of Directors, to do so within 30 days (or such earlier or later date as the Board of Directors may determine) of the date on which such contractual arrangement is entered into) such that at the time the waiver becomes effective under this Section 5.1(d) it is no longer an Acquiring Person;

and in the event of such waiver, for purposes of this Agreement, the Flip-in Event will be deemed never to have occurred. If the Person remains an Acquiring Person at the close of business on the date set forth in Section 5.1(d)(ii), such date shall be deemed to be the date of occurrence of a further Stock Acquisition Date and Section 3.1 hereof shall apply thereto.

 

  (e)

Where a Person acquires Common Shares under a Permitted Bid or a Competing Permitted Bid or acquires Common Shares as a result of the Board of Directors waiving the application of Section 3.1 under Section 5.1(b) or 5.1(c), the Board of Directors shall, immediately upon such acquisition and without further formality, be deemed to have elected to redeem all outstanding Rights at the Redemption Price.

 

  (f)

If the Board of Directors elects under Sections 5.1(a), 5.1(e) or 5.1(h) to redeem the Rights, the right to exercise the Rights will thereupon, without further action and without notice, terminate and each Right will after redemption be null and void and the only right thereafter of the holders of Rights will be to receive the Redemption Price.

 

  (g)

Within 10 days after the redemption of Rights by the Corporation under Sections 5.1(a), 5.1(e) or 5.1(h), the Corporation shall give notice of redemption to the holders of the then outstanding Rights. Each such notice of redemption shall state the method by which the payment of the Redemption Price will be made. The Corporation may not redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 5.1 and other than in connection with the purchase of Common Shares prior to the Separation Time.

 

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  (h)

Where a Take-over Bid that is not a Permitted-Bid Acquisition is withdrawn or otherwise terminated after the Separation Time has occurred and prior to the occurrence of a Flip-in Event, the Board of Directors may elect to redeem all outstanding Rights at the Redemption Price.

 

  (i)

Notwithstanding the Rights being redeemed pursuant to Section 5.1(h) above, all the provisions of this Agreement shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Common Shares as of the Separation Time had not been mailed to each such holder and, for all purposes of this Agreement, the Separation Time shall be deemed not to have occurred and the Rights shall remain attached to the outstanding Common Shares, subject to and in accordance with the provisions of this Agreement.

 

5.2

Expiration.

No Person will have any right whatsoever under this Agreement or in respect of any Rights after the Expiration Time, except the Rights Agent as specified in Section 4.1(a).

 

5.3

Issue of New Rights Certificates.

Notwithstanding any provisions of this Agreement or of the Rights, the Corporation may issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the number or kind or class of Shares or other securities purchasable upon exercise of Rights made in accordance with this Agreement.

 

5.4

Supplements and Amendments.

 

  (a)

The Corporation may from time to time supplement or amend this Agreement without the approval of any holders of Rights or Common Shares (i) to correct any clerical or typographical error or (ii) to maintain the validity or effectiveness of the Agreement as a result of a change in any applicable legislation or regulations or rules thereunder.

 

  (b)

Notwithstanding anything in this Section 5.4 to the contrary, no supplement or amendment shall be made with respect to Section 4 (other than under Section 5.4(a) (ii)) except with the written concurrence of the Rights Agent to such supplement or amendment. No written concurrence of the Rights Agent shall be required in respect of supplements or amendments required under Section 5.4(a) (ii).

 

  (c)

Subject to Section 5.4(a), the Corporation may, with the prior consent of the holders of Common Shares obtained as set forth below, at any time prior to the Separation Time supplement or amend this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally). Such consent will be deemed to have been given if provided by

 

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  the holders of Common Shares at a meeting called and held in compliance with applicable laws and regulatory requirements and the requirements in the Articles and by-laws of the Corporation. Subject to compliance with any requirements imposed by the foregoing, consent will be deemed to have been given if the proposed supplement or amendment is approved by the affirmative vote of a majority of the votes cast by the Shareholders, represented in person or by proxy at the meeting.

 

  (d)

The Corporation may, with the prior consent of the holders of Rights, at any time after the Separation Time and before the Expiration Time, supplement or amend this Agreement and the Rights (whether or not such action would materially adversely affect the interests of the holders of Rights generally). Such consent will be deemed to have been given if the action requiring such consent is authorized by the affirmative votes of the holders of Rights present or represented at and entitled to be voted at a meeting of the holders of Rights and representing a majority of the votes cast in respect thereof. For purposes hereof, each outstanding Right, (other than Rights that are void under this Agreement) will be entitled to one vote, and the procedures for the calling, holding and conduct of the meeting will be those, as nearly as may be, that are provided in the Corporation’s by-laws and the CBCA with respect to a meeting of shareholders of the Corporation.

 

  (e)

Any amendments made by the Corporation to this Agreement pursuant to Section 5.4(a)(ii) shall: (i) if made before the Separation Time, be submitted to the holders of Common Shares at the next meeting of shareholders, and the shareholders may, by the majority referred to in Section 5.4(c), confirm or reject such amendment, and (ii) if made after the Separation Time, be submitted to the holders of Rights at a meeting to be called for on a date not later than immediately following the next meeting of shareholders, and the holders of Rights may, by the majority referred to in subsection 5.4(d), confirm or reject such amendment. Any such amendment shall be effective from the date of the resolution of the Board of Directors adopting such amendment, until it is confirmed or rejected or until it ceases to be effective (as described in the next sentence) and, where such amendment is confirmed, it continues in effect in the form so confirmed. If such amendment is rejected by the shareholders of the Corporation or the holders of Rights or is not submitted to the shareholders of the Corporation or holders of Rights as required, then such amendment shall cease to be effective from and after the termination of the meeting at which it was rejected or to which it should have been but was not submitted or from and after the date of the meeting of holders of Rights as the case may be.

 

  (f)

The Corporation shall give the Rights Agent notice of any such supplement or amendment to this Agreement within five days of effecting that supplement or amendment.

 

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5.5

Fractional Rights and Fractional Common Shares.

 

  (a)

The Corporation shall not be required to issue fractions of Rights or to distribute Rights Certificates that evidence fractional Rights. Any fractional Right will be null and void and the Corporation will not have any obligation or liability in respect thereof.

 

  (b)

The Corporation shall not be required to issue fractions of Shares or other securities upon exercise of the Rights or to distribute certificates that evidence fractional Shares or other securities. In lieu of issuing fractional Shares or other securities, the Corporation shall pay to the holders of Rights at the time those Rights are exercised as herein provided, an amount in cash equal to the same fraction of the Market Price of one Share. The Rights Agent shall have no obligation to make any payments in lieu of fractional Shares unless the Corporation provides the Rights Agent with the necessary funds to pay in full all amounts payable in accordance with Section 2.2(f).

 

5.6

Rights of Action.

Subject to the terms of this Agreement, all rights of action in respect of this Agreement, other than rights of action vested solely in the Rights Agent, are vested in the respective holders of Rights; and any holder of Rights, without the consent of the Rights Agent or of any holder of Rights, may, on that holder’s own behalf and for that holder’s own benefit and the benefit of other holders of Rights enforce, and may institute and maintain any suit, action or proceeding against the Corporation to enforce that holder’s right to exercise his or her Rights in the manner provided in his or her Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of the obligations of any Person subject to, this Agreement.

 

5.7

Notice of Proposed Actions.

In case the Corporation proposes after the Separation Time and prior to the Expiration Time to effect the liquidation, dissolution or winding-up of the Corporation or the sale of all or substantially all of the Corporation’s assets, then, in each such case, the Corporation shall give to each holder of a Right, in accordance with Section 5.8, a notice of such proposed action, which shall specify the date on which that liquidation, dissolution, winding-up, or sale is to take place, and that notice shall be so given at least 20 Business Days prior to the date of taking of that proposed action.

 

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5.8

Notices.

 

  (a)

Any Notice or demand authorized or required by this Agreement to be given or made by the Rights Agent or by any holder of Rights to or on the Corporation will be sufficiently given or made if given or made in writing, by personal delivery, telecopier or first-class mail (postage prepaid), and addressed (until another address is filed in writing with the Rights Agent) as follows:

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval, Québec H7V 4B4

Attention: Corporate Secretary

Telecopier: (514) 781-4457

 

  (b)

Any notice or demand authorized or required by this Agreement to be given or made by the Corporation or by any holder of Rights to or on the Rights Agent will be sufficiently given or made if given or made in writing, by personal delivery, telecopier or first-class mail (postage prepaid), and addressed (until another address is filed in writing with the Corporation) as follows:

Computershare Trust Company of Canada

1500 Robert-Bourassa Boulevard

7th Floor

Montreal, Quebec H3A 3S8

Attention: Client Relationship Manager

Telecopier: (514) 982-7580

Any notice or demand authorized or required by this Agreement to be given or made by the Corporation or the Rights Agent to or on any holder of Rights will be sufficiently given or made if given or made in writing, by first-class (postage prepaid), addressed to that holder at his or her address as it appears upon the Rights Register or, prior to the Separation Time, on the registry books of the transfer agent for the Common Shares. Any notice or demand given in the manner herein provided to a holder of Rights will be deemed given, whether or not it is received by that holder.

 

5.9

Successors.

All provisions of this Agreement by or for the benefit of the Corporation or the Rights Agent will bind and enure to the benefit of their respective successors and assigns hereunder.

 

5.10

Benefits of this Agreement.

Nothing in this Agreement gives to any Person other than the Corporation, the Rights Agent and the holders of the Rights any legal or equitable right, remedy or claim under this Agreement; and this Agreement is for the sole and exclusive benefit of the Corporation, the Rights Agent and the holders of Rights.

 

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5.11

Governing Law.

This Agreement and each Right issued hereunder will be deemed to be a contract made under the laws of the Province of Québec and be governed by and construed in accordance with the laws of that province.

 

5.12

Severability.

If any Section or provision hereof or the application thereof to any circumstances or any right hereunder is, in any jurisdiction and to any extent, invalid or unenforceable, that Section, provision or right will be ineffective only in that jurisdiction and to the extent of such invalidity or unenforceability in that jurisdiction without invalidating or rendering unenforceable or ineffective the remaining Sections or provisions hereof or rights hereunder in that jurisdiction or the application of that Section, provision or right hereunder in any other jurisdiction or to circumstances other than those as to which it is specifically held invalid or unenforceable.

 

5.13

Effective Date.

 

  (a)

This Agreement will be effective and in full force and effect in accordance with its terms and conditions immediately upon the approval of this Agreement by the shareholders of the Corporation at the shareholders annual and special meeting scheduled to be held on May 9, 2018, or any postponement or adjournment thereof (the “Effective Date”). Notwithstanding the foregoing, if the Agreement is not approved by the shareholders of the Corporation at such meeting, then this Agreement and all outstanding Rights shall terminate and be null and void and of no further force and effect from and after the Effective Date.

 

  (b)

To remain in effect from and after the date following the annual meeting of the shareholders of the Corporation to be held in 2021, this Agreement must be ratified by a resolution passed by a majority of the votes cast by holders (other than any holder who does not qualify as an Independent Holder) of Common Shares, voting together as a single class (subject to any additional requirements relating to such vote prescribed by a stock exchange on which the Common Shares are then listed), who vote in respect of ratification of this Agreement at or prior to such annual meeting. If this Agreement is not so ratified, or if it is not presented to the shareholders for ratification, in each case no later than at such annual meeting, this Agreement and all outstanding Rights shall terminate and be void and of no further force and effect from and after the Expiration Time.

 

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5.14

Determinations and Actions by the Board of Directors.

All actions, calculations and determinations (including all omissions with respect to the foregoing) that are done or made by the Board of Directors, in good faith, will not subject the Board of Directors or any director of the Corporation to any liability to the holders of Rights.

 

5.15

Rights of Board, Corporation and Offeror.

Without limiting the generality of the foregoing, nothing contained herein suggests or implies that the Board of Directors may not recommend that holders of Common Shares reject or accept any Take-over Bid or take any other action (including, without limitation, the commencement, prosecution, defense or settlement of litigation and the submission of additional or alternative Take-over Bids or other proposals to the holders of Common Shares) with respect to any Take-over Bid or otherwise that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.

 

5.16

Regulatory and Governmental Approvals.

This Agreement is subject in any jurisdiction to the receipt of any required prior or subsequent approval from any governmental or regulatory authority in that jurisdiction, including any securities regulatory authority or stock exchange.

 

5.17

Compliance.

If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance with the securities laws or comparable legislation of any jurisdiction, the Board of Directors acting in good faith may take such actions as it may deem appropriate to ensure such compliance. In no event will the Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to Persons who are citizens, residents or nationals of any jurisdiction other than Canada in which such issue or delivery would be unlawful without a prospectus or registration of the relevant Persons or securities for such purposes, or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body.

 

5.18

Time of the Essence.

Time is of the essence in this Agreement.

 

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5.19

Execution in Counterparts and by Telecopier.

This Agreement may be executed in any number of counterparts, and each of those counterparts will together constitute one and the same instrument. This Agreement may be executed by telecopier and any such signature will be valid and binding.

 

5.20

Costs of Enforcement.

If the Corporation fails to fulfil any of its obligations under this Agreement, then the Corporation shall reimburse any holder of Rights for the costs and expenses (including reasonable legal fees) incurred by that holder in actions to enforce his or her rights under any Rights or this Agreement.

 

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IN WITNESS WHEREOF, the parties have executed this Agreement.

 

  PROMETIC LIFE SCIENCES INC.
By:  

(s) Pierre Laurin

  Name: Pierre Laurin
  Title: President & CEO
  COMPUTERSHARE TRUST COMPANY OF CANADA
By:  

(s) Martine Gauthier

  Name: Martine Gauthier
  Title: Professional, Client Services
By:  

(s) Steve Gilbert

  Name: Steve Gilbert
  Title: Professional, Client Services

 

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SCHEDULE 2.2(D)

FORM OF RIGHTS CERTIFICATE

Certificate No.             Rights

THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE CORPORATION, IN ACCORDANCE WITH THE TERMS OF THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SECTION 3.1(b) OF THE RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (OR ANY AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON) OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH AN ACQUIRING PERSON (AS THESE TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND THEIR RESPECTIVE TRANSFEREES SHALL BECOME VOID WITHOUT ANY FURTHER ACTION.

RIGHTS CERTIFICATE

This certifies that ________________ is the registered holder (the “Registered Holder”) of the number of Rights set forth above, each of which entitles the Registered Holder, subject to the terms and conditions of the Shareholder Rights Plan Agreement, as amended and restated on March 22, 2018, and as may be amended, modified or supplemented from time to time (the “Rights Agreement”), between Prometic Life Sciences Inc., a corporation incorporated under the laws of Canada (the “Corporation”), and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada, as rights agent (the “Rights Agent”, which term includes any successor Rights Agent under the Rights Agreement), to purchase from the Corporation at any time after the Separation Time (as this term is defined in the Rights Agreement) and prior to the Expiration Time (or such earlier expiration time as provided in the Rights Agreement), one fully paid and non-assessable Common Share (as this term is defined in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate together with the Form of Election to Exercise duly executed and submitted to the Rights Agent at its principal corporate actions office in Montreal. The Exercise Price is initially CDN$10.00 per Right and is subject to adjustment in certain events as provided in the Rights Agreement.

In certain circumstances described in the Rights Agreement, the number of Common Shares that each Right may entitle the Registered Holder to purchase will be adjusted as provided in the Rights Agreement.

This Rights Certificate is subject to all of the terms and conditions of the Rights Agreement, which terms and conditions are incorporated by reference and form an integral part of this Rights Certificate, and to which Rights Agreement reference is made for a full description of the rights, limitations of rights, obligations, duties and immunities of the Rights Agent, the Corporation and the holders of the Rights. Copies of the Rights Agreement are available upon written request to the Corporation.

 

- 47 -


This Rights Certificate, with or without other Rights Certificates, upon surrender at the offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates evidencing an aggregate number of Rights entitling the holder to purchase the same aggregate number of Common Shares as the Rights evidenced by the Rights Certificate or Rights Certificates so surrendered. If this Rights Certificate is exercised in part, the Registered Holder will be entitled to receive, upon surrender, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be, and under certain circumstances are required to be, redeemed by the Corporation at a redemption price of $0.00001 per Right.

No fractional Common Shares will be issued upon the exercise of any Rights or Rights evidenced hereby.

No holder of this Rights Certificate will be entitled to vote, receive dividends or be deemed the holder of Common Shares or of any other securities of the Corporation, which may at any time be issuable on the exercise hereof, nor will anything contained in the Rights Agreement or in this Rights Certificate confer upon that holder any of the rights of a shareholder of the Corporation or any rights, benefits or privileges of a holder of Common Shares or other securities or any right to vote at any meeting of security holders of the Corporation whether for the election of directors or otherwise or upon any matter submitted to security holders at any meeting thereof, or to give or withhold consent to any action affecting any holder of Common Shares or other securities (except as expressly provided in the Rights Agreement), or to receive dividends, distributions or subscription rights, or otherwise, until Rights evidenced by this Rights Certificate have been exercised as provided in the Rights Agreement.

This Rights Certificate will not be valid or obligatory for any purpose until it has been countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Corporation.

[Signature Page Follows]

 

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DATED

 

  PROMETIC LIFE SCIENCES INC.
By:  

 

  Name:
  Title:
  COMPUTERSHARE TRUST COMPANY OF CANADA
By:  

 

  Name:
  Title:
  COMPUTERSHARE TRUST COMPANY OF CANADA
By:  

 

  Name:
  Title:

 

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(To be attached to each Rights Certificate)

FORM OF ELECTION TO EXERCISE

TO: PROMETIC LIFE SCIENCES INC.

The undersigned hereby irrevocably elects to exercise ____________ whole Rights represented by the attached Rights Certificate to purchase the Common Shares issuable upon the exercise of those Rights and requests that certificates for those Common Shares be issued to:

(Name)

(City and State or Province)

If the number of Rights exercised does not represent all Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of Rights shall be registered in the name of and delivered to:

(City and State or Province)

(Social Insurance, Social Security or Other Taxpayer Number)

Dated _________________

Signature Guaranteed

(Signature must correspond to name as written upon the face of the first page of this Rights Certificate)

The signature must be guaranteed by an “Eligible Institution” or in some other manner satisfactory to the Rights Agent. An “Eligible Institution” means a Canadian Schedule I chartered bank, a major trust company in Canada, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States.

To be completed if true:

The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person) or any Person acting jointly or in concert with an Acquiring Person (as these terms are defined in the Rights Agreement).

 

- 50 -


Signature

NOTICE

If the certification set forth in the Form of Election to Exercise is not completed, the Corporation will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as these terms are defined in the Rights Agreement) and accordingly those Rights will be null and void.

FORM OF ASSIGNMENT

(To be executed by the Registered Holder if such holder desires to transfer the Rights Certificate)

FOR VALUE RECEIVED hereby sells, assigns and transfers unto

(Please print name and address of transferee)

the Rights represented by this Rights Certificate, together with all right, title and interest therein and hereby irrevocably constitutes and appoints ____________________________ as attorney to transfer these Rights on the books of the Corporation, with full power of substitution.

Dated _______________

Signature Guaranteed

Signature

(Signature must correspond to name as written upon the face of the first page of this Rights Certificate)

The signature must be guaranteed by an “Eligible Institution” or in some other manner satisfactory to the Rights Agent. An “Eligible Institution” means a Canadian Schedule I chartered bank, a major trust company in Canada, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States.

To be completed if true:

The undersigned hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person (or any Affiliate or Associate of an Acquiring Person) or any Person acting jointly or in concert with any of the foregoing or any Affiliate or Associate of such Person (as these terms are defined in the Rights Agreement).

 

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Signature

NOTICE

If the certification set forth in the Form of Assignment is not completed, the Corporation will deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as these terms are defined in the Rights Agreement) and accordingly those Rights will be null and void.

 

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Exhibit 99.66

THIRD OMNIBUS AMENDMENT AGREEMENT

This THIRD OMNIBUS AMENDMENT AGREEMENT (the “Agreement”) is dated as of November 14, 2018 and entered between:

STRUCTURED ALPHA LP, a Cayman Island exempted limited partnership

(together with its permitted successors and assigns, “Lender”),

- and -

PROMETIC LIFE SCIENCES INC., a Canadian corporation

(together with its permitted successors and assigns, “Borrower”),

- and -

PROMETIC BIOTHERAPEUTICS INC., a Delaware corporation

(together with its permitted successors and assigns, “PBT”),

- and -

PROMETIC BIOSEPARATIONS LTD, an Isle of Man company formerly known as Prometic Biosciences Ltd

(together with its permitted successors and assigns, “PBL”),

- and -

PROMETIC BIOSCIENCES INC., a Canadian corporation

(together with its permitted successors and assigns, “PBI”),

- and -

PROMETIC BIOPRODUCTION INC., a Canadian corporation

(together with its permitted successors and assigns, “PBP”),

- and -

NANTPRO BIOSCIENCES, LLC, a Delaware limited liability company

(together with its permitted successors and assigns, “NantPro”),


- and -

PROMETIC PLASMA RESOURCES INC., a Canadian corporation (together with its permitted successors and assigns, “PPR”),

- and -

PROMETIC PHARMA SMT HOLDINGS LIMITED, a private limited company incorporated under the laws of England and Wales (together with its permitted successors and assigns, “Pharma SMT Holdings”),

- and -

PROMETIC PHARMA SMT LIMITED, a private limited company incorporated under the laws of England and Wales (together with its permitted successors and assigns, “Pharma SMT”),

- and -

PROMETIC BIOTHERAPEUTICS LTD, a private limited company incorporated under the laws of England and Wales (together with its permitted successors and assigns, “PBT UK”),

- and -

TELESTA THERAPEUTICS INC., a corporation incorporated under the laws of Canada (together with its permitted successors and assigns, “Telesta”),

- and -

PROMETIC PLASMA RESOURCES (USA) INC., a Delaware corporation (together with its permitted successors and assigns, “PPR USA”).

RECITALS:

A. The Borrower and the Lender are parties to a loan agreement originally dated September 10, 2013, as amended and restated on July 31, 2014, March 31, 2015 and February 29, 2016, and as further amended by the First Consent and Amendment dated August 23, 2016, the Second Consent and Amendment dated October 28, 2016, the Third Consent and Amendment dated January 16, 2017, the Fourth Consent and Amendment dated March 29, 2017, the Fifth Consent and Amendment dated March 29, 2017, the Sixth Amendment dated April 27, 2017, the Seventh Consent and Amendment dated October 31, 2017, the Omnibus Amendment Agreement dated November 30, 2017, the Second Omnibus Amendment Agreement dated May 1, 2018 and the consents respectively dated October 22, 2018, and November 9, 2018 (the “First Loan Agreement”).

 

- 2 -


B. The Borrower and the Lender are parties to a loan agreement originally dated July 31, 2014, as amended and restated on March 31, 2015 and February 29, 2016, as further amended by the First Consent and Amendment dated August 23, 2016, the Second Consent and Amendment dated October 28, 2016, the Third Consent and Amendment dated January 16, 2017, the Fourth Consent and Amendment dated March 29, 2017, the Fifth Consent and Amendment dated March 29, 2017, the Sixth Amendment dated April 27, 2017, the Seventh Consent and Amendment dated October 31, 2017, the Omnibus Amendment Agreement dated November 30, 2017, the Second Omnibus Amendment Agreement dated May 1, 2018 and the consents respectively dated October 22, 2018, and November 9, 2018 (the “Second Loan Agreement”).

C. The Borrower and the Lender are parties to a third loan agreement dated April 27, 2017, as amended by the Seventh Consent and Amendment dated October 31, 2017, the Omnibus Amendment Agreement dated November 30, 2017, the Second Omnibus Amendment Agreement dated May 1, 2018 and the consents respectively dated October 22, 2018, and November 9, 2018 (the “Third Loan Agreement”).

D. The Borrower and the Lender are parties to a fourth loan agreement dated November 30, 2017 as amended by the Second Omnibus Amendment Agreement dated May 1, 2018 and the consents respectively dated October 22, 2018, and November 9, 2018 (the “Fourth Loan Agreement”, together with the First Loan Agreement, the Second Loan Agreement and the Third Loan Agreement, the “Existing Loan Agreements”).

D. The parties to the Existing Loan Agreements wish to amend each of the Existing Loan Agreements in accordance with Section 10.2 thereof in connection with the issuance of Warrant #8 under this agreement and in order to provide for certain changes to the Existing Loan Agreements.

ARTICLE 1

INTERPRETATION

Section 1.1 Definitions. Capitalized terms not defined in this Agreement have the meanings given to them in the Existing Loan Agreements and the Second Omnibus Amendment Agreement.

Section 1.2 Headings, etc. The inclusion of headings in this Agreement is for convenience of reference only and does not affect the construction or interpretation hereof.

Section 1.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

ARTICLE 2

AMENDMENTS

Subject to the satisfaction of each of the conditions set forth in this Agreement, each of the Existing Loan Agreements is hereby amended as set forth below, including by way of deletion of the struck text (indicated textually in the same manner as the following example: struck text) and the addition of bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) provided that any reference to “First Loan Agreement” shall be interpreted as “this Agreement” when amending the text of the First Loan Agreement,

 

- 3 -


each reference to “Second Loan Agreement” shall be interpreted as “this Agreement” when amending the text of the Second Loan Agreement, each reference to “Third Loan Agreement” shall be interpreted as “this Agreement” when amending the text of the Third Loan Agreement, and each reference to “Fourth Loan Agreement” shall be interpreted as “this Agreement” when amending the text of the Fourth Loan Agreement:

Section 2.1 Additional Definitions.

(a) Section 1.1 of each of the Existing Loan Agreements is hereby amended by adding the following definitions in the appropriate alphabetical sequence:

Equivalent Preferred Securities” has the meaning assigned to that term in the Third Omnibus Amendment Agreement.

[DELETED – DESCRIPTION OF THE NATURE OF A POTENTIAL RIGHT OF LENDER]

Preferred Shares” means the Series A Preferred Shares.

[DELETED – DESCRIPTION OF THE NATURE OF A POTENTIAL RIGHT OF LENDER]

Series A Preferred Shares” has the meaning assigned to that term in the Third Omnibus Amendment Agreement.

Third Omnibus Amendment Agreement” means the third omnibus amendment agreement dated November 14, 2018 which makes certain amendments to each of the First Loan Agreement, Second Loan Agreement, Third Loan Agreement and Fourth Loan Agreement.

Third Omnibus Amendment Closing Date” means November 14, 2018.

(b) Section 1.1 of the Fourth Loan Agreement is hereby amended by adding the following definition in the appropriate alphabetical sequence:

Pro Rata Share” has the meaning given to it in the Third Loan Agreement.

Section 2.2 Amended Terms. Subject to Section 5.1, each of the Existing Loan Agreements is hereby amended as follows:

(a) The definition of “Agreement” in Section 1.1 of the First Loan Agreement is amended as follows:

Agreement” means this Third Amended and Restated Loan Agreement and all Schedules and Exhibits attached hereto, as amended by the First Consent and Amendment, the Second Consent and Amendment, the Third Consent and Amendment, the Fourth Consent and Amendment, the Fifth Consent and Amendment, the Sixth Amendment, the Seventh Consent and Amendment, the Omnibus Amendment Agreement, and the Second Omnibus Amendment Agreement, and the Third Omnibus Amendment Agreement and as may be further amended, restated, replaced, supplemented or otherwise modified from time to time, in any such case in accordance with Section 10.2.

 

- 4 -


(b) The definition of “Agreement” in Section 1.1 of the Second Loan Agreement is amended as follows:

Agreement” means this Second Amended and Restated Loan Agreement and all Schedules and Exhibits attached hereto, as amended by the First Consent and Amendment, the Second Consent and Amendment, the Third Consent and Amendment, the Fourth Consent and Amendment, the Fifth Consent and Amendment, the Sixth Amendment, the Seventh Consent and Amendment, the Omnibus Amendment Agreement, and the Second Omnibus Amendment Agreement, and the Third Omnibus Amendment Agreement, and as may be further amended, restated, replaced, supplemented or otherwise modified from time to time, in any such case in accordance with Section 10.2.

(c) The definition of “Agreement” in Section 1.1 of the Third Loan Agreement is amended as follows:

Agreement” means this Third Loan Agreement and all Schedules and Exhibits attached hereto, as amended by the Seventh Consent and Amendment, the Omnibus Amendment Agreement, and the Second Omnibus Amendment Agreement, and the Third Omnibus Amendment Agreement, and as may be further amended, restated, replaced, supplemented or otherwise modified from time to time, in any such case in accordance with Section 10.2.

(d) The definition of “Agreement” in Section 1.1 of the Fourth Loan Agreement is amended as follows:

Agreement” means this Fourth Loan Agreement and all Schedules, Exhibits and Appendices attached hereto, as amended by the Second Omnibus Amendment Agreement and the Third Omnibus Amendment Agreement, and as may be further amended, restated, replaced, supplemented or otherwise modified from time to time, in any such case in accordance with Section 10.2.

(e) The definition of “Current Liabilities” in Section 1.1 of each of the First Loan Agreement and the Second Loan Agreement is amended as follows:

Current Liabilities” means, as of any date of determination, the aggregate amount of the Borrower’s Total Liabilities which mature within one year of that date, but excluding (i) the Obligations to the Lender and, (ii) advances received from Octapharma AG as disclosed in the Borrower’s financial statements, and (iii) the short-term portion of lease liabilities as defined by IFRS 16. Notwithstanding anything to the contrary contained in this Agreement, the parties hereby agree to expressly exclude the liabilities resulting from GAAP treatment of Warrant #2 as a financial derivative from the definition of Current Liabilities until the later of (i) approval by the shareholders of the Borrower of the Amended and Restated Warrants at the next annual general meeting of the shareholders of the Borrower; or (ii) July 1, 2015, if such approval is not earlier obtained pursuant to clause (i).

 

- 5 -


(f) The definition of “Current Liabilities” in Section 1.1 of each of the Third Loan Agreement and the Fourth Loan Agreement is amended as follows:

Current Liabilities” means, as of any date of determination, the aggregate amount of the Borrower’s Total Liabilities which mature within one year of that date, but excluding (i) the Obligations to the Lender and, (ii) advances received from Octapharma AG as disclosed in the Borrower’s financial statements, and (iii) the short-term portion of lease liabilities as defined in IFRS 16.

(g) The definition of “Excluded Property” in Section 1.1 of each of the Existing Loan Agreements is amended as follows:

Excluded Property” means: (i) at all times, the Obligors’ rights and interests in consumer goods and the Excluded Patents, and [DELETED –NATURE OF A POTENTIAL RIGHT OF THE BORROWER].

(h) The definition of [DELETED - NATURE OF A POTENTIAL RIGHT OF THE BORROWER] in Section 1.1 of each Existing Loan Agreements is deleted in its entirety.

(i) Section 5.6 (Security Release) of the First Loan Agreement, Section 5.5 (Security Release) of the Second Loan Agreement, Section 5.3 (Security Release) of the Third Loan Agreement, and Section 5.4 (Security Release) of the Fourth Loan Agreement are hereby amended by deleting the following sentence:

[DELETED - NATURE OF A POTENTIAL RIGHT OF THE BORROWER]

(j) The definition of “Maturity Date” in the First Loan Agreement is amended as follows:

Maturity Date” means, subject to Section 2.7(b), the earlier of (i) July 31, 2022September 30, 2024, or (ii) acceleration of the Loan by the Lender following the occurrence and continuation of an Event of Default.

(k) The definition of “Maturity Date” in the Second Loan Agreement and the Third Loan Agreement is amended as follows:

Maturity Date” means, subject to Section 2.5(b), the earlier of (i) July 31, 2022 September 30, 2024, or (ii) acceleration of the Loan by the Lender following the occurrence and continuation of an Event of Default.

(l) The definition of “Maturity Date” in the Fourth Loan Agreement is amended as follows:

Maturity Date” means, subject to Section 2.5(b), the earlier of (i) the second anniversary of the Closing Date September 30, 2024, and (ii) acceleration of the Loan by the Lender following the occurrence and continuation of an Event of Default.

(m) The definition of [DELETED – NATURE OF AGREEMENT] in the Third Loan Agreement is amended as follows:

[DELETED – DETAILS ON THE NATURE OF AGREEMENT]

 

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(n) The definition of “Pro Rata Share” in the Third Loan Agreement is deleted in its entirety and replaced with the following:

“Pro Rata Share” means, at any particular time, a percentage equal to the product of (A) (i) the Lender’s and its affiliates’ aggregate then fully diluted Common Shares and Preferred Shares (assuming the full exercise or conversion of any rights to acquire shares) (the “Share Number”) divided by (ii) the sum of the issued and outstanding Common Shares and Preferred Shares (including, for greater certainty, any Common Shares or Preferred Shares issuable upon the exercise or conversion of any rights to acquire shares) and (B)(i) 1.25 between April 24, 2017 and April 24, 2020, and (ii) 1 thereafter.

(o) Section 3.2(a) “New Patents” of the Second Omnibus Amendment Agreement is amended as follows:

New Patents. [DELETED –NATURE OF A POTENTIAL RIGHT OF THE BORROWER], the The Borrower shall deliver to the Lender, within 45 days after the end of each fiscal quarter of each fiscal year, a complete and accurate list of any new Patents filed or otherwise acquired by each Obligor in such fiscal quarter, where such list sets forth, for each Patent, (i) the jurisdiction of filing and the applicable registration, application or serial number, (ii) the title of the Patent and (iii) the owner of such Patent, as well as a duly executed notice of security interest for any new published Patent, in form satisfactory to the Lender, allowing the Lender to register its Security thereon at the appropriate patent or other registry office.

(p) Section 3.2(b) “Patents Registrations” of the Second Omnibus Amendment Agreement is amended as follows:

Patent Registrations. Within 60 days of the Second Omnibus Amendment Closing DatePrior to December 31, 2018, the Borrower shall have engaged local counsel and: (i) caused the filing of the Lender’s Security over the granted Patents in each of Germany, France, and Italy and Spain (in each case as applicable following the filing of an application for Patent with the European Patent Office) and China and Japan; and (ii) delivered a legal opinion in favour of the Lender, in form and substance reasonably acceptable to the Lender, with respect to the perfection of the Security over the Patents (or such analogous means of enforcing a secured creditor’s security interest against third- parties in the applicable jurisdiction). For clarity, in the event of a delay in the public recording of the filings referenced in the preceding clause (i), the legal opinion referenced in clause (ii) may include a qualification to the effect that, for the applicable jurisdiction subject to such delay, perfection will be achieved upon the occurrence of public recording of such filings made pursuant to clause (i).

 

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(q) Section 1.1 of each of the Second Loan Agreement and Third Loan Agreement is amended is hereby amended by adding the following definition in the appropriate alphabetical sequence:

Interest Rate” means 10% per annum, with effect beginning on July 31, 2022.

(r) Each of the First Loan Agreement, the Second Loan Agreement and the Third Loan Agreement is amended to insert the following definition in the appropriate alphabetical sequence:

Interest Payment Date” means the last Business Day of each calendar quarter.

(s) The definitions of “Interest Rate” and “Principal Amount” in Section 1.1 of the First Loan Agreement are amended as follows:

Interest Rate” means, (a) with respect to the Initial Loan, for the period beginning on the Closing Date through to but excluding the First Restatement Date, 9% per annum, (b) with respect to the First OID Loan from the First Restatement Date until (but excluding) July 31, 2022, 0% per annum; provided, however, that the balance of the First OID Face Amount shall at all times form part of the Obligations of the Borrower to the Lender and (c) with respect to the Second OID Loan from the First Restatement Date until (but excluding) July 31, 2022, 0% per annum; provided, however, that the balance of the Second OID Face Amount shall at all times form part of the Obligations of the Borrower to the Lender, and (d) beginning on and after July 31, 2022, 10% per annum.

Principal Amount” means (i) prior to the First Restatement Date, the principal amount of the Loan issued under the Original Loan Agreement and outstanding from time to time thereafter, consisting of the principal amount(s) originally advanced hereunder plus all deferred and accrued interest added to such principal amount(s) in accordance with Article 3 thereof; (ii) as of and following the First Restatement Date until the time immediately prior to the Third Restatement Date, the First OID Face Amount, as reduced by an aggregate amount of $4,322,567.60 which consists of the following: (i) an amount of $3,758,755 in satisfaction of the payment of the subscription price for the acquisition of 1,445,675 Common Shares in a private placement completed concurrently with the Borrower’s public offering which closed on May 6, 2015 and (ii) an amount of $563,812.60 in satisfaction of the payment of the subscription price for the acquisition of 216,851 Common Shares purchased shortly thereafter in connection with the exercise of an over-allotment option by the underwriters of the Borrower under such public offering, both of which acquisitions were made by the Lender pursuant to the Lender’s exercise of its pre-emptive right set out in Article 12; and (iii) as of and following the Third Restatement Date until (but excluding) July 31, 2022, the Face Amounts, as reduced from time to time pursuant to Section 2.9 or Section 9.4, and (ii) as of and following July 31, 2022, the principal amount of the Loan outstanding under this Agreement from time to time, as reduced from time to time pursuant to Section 2.7 or Section 9.4.

(t) The definition of “Principal Amount” in Section 1.1 of the Second Loan Agreement and Third Loan Agreement is amended as follows:

Principal Amount” means (i) prior to July 31, 2022, the Face Amount, as reduced from time to time pursuant to Section 2.7 or 9.4, and (ii) beginning on and after July 31, 2022, the principal amount of the Loan outstanding under this Agreement from time to time, as reduced from time to time pursuant to Section 2.7 or Section 9.4.

 

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(u) The First Loan Agreement is amended by adding a new Section 2.10 as follows:

2.10 Loan Restructuring.

Notwithstanding any other term of this Agreement, beginning on and after July 31, 2022, the Principal Amount outstanding on such date will be restructured from ‘original issue discount’ loans to a cash paying loan with interest accruing and payable in accordance with Section 3.1(c).

(v) Section 3.1 (Interest) of the First Loan Agreement is amended by revising subsection (b) and adding new subsections (c), (d) and (e) as follows:

 

  (b)

On and after the First Restatement Date (up to but excluding July 31, 2022) and in respect of the OID Loans, no interest will be payable on the OID Loans; provided, however, that the balance of the Face Amounts shall form part of the Obligations of the Borrower to the Lender.

 

  (c)

On and after July 31, 2022, interest shall accrue on the Principal Amount from day to day, both before and after default, demand, maturity and judgment, at the Interest Rate and shall be calculated on the basis of the actual number of days elapsed and on the basis of a year of 365 days. Interest accrued on the Principal Amount will be compounded monthly and shall be payable in cash by the Borrower to the Lender on each Interest Payment Date beginning on September 30, 2022.

 

  (d)

For the purposes of the Interest Act (Canada) and disclosure under such Act, wherever interest to be paid under this Agreement is to be calculated on the basis of any period of time that is less than a calendar year (a “deemed year”), such rate of interest shall be expressed as a yearly rate by multiplying such rate of interest for the deemed year by the actual number of days in the calendar year in which the rate is to be ascertained and dividing it by the number of days in the deemed year.

 

  (e)

Each determination by the Lender of interest to be payable hereunder shall be conclusive and binding for all purposes, absent manifest mathematical error in calculating such amount.

(w) The Second Loan Agreement and Third Loan Agreement are each amended by adding a new paragraph at the end of Section 2.1 (Loan) as follows:

Notwithstanding any other term of this Agreement, beginning on and after July 31, 2022, the Principal Amount outstanding on such date will be restructured from an ‘original issue discount’ loan to a cash paying loan with interest accruing and payable in accordance with Section 3.1.

(x) Section 3.1 (No Interest/OID Instrument) of the Second Loan Agreement and Third Loan Agreement are amended by deleting the existing heading and paragraph in its entirety and replacing it with the following:

3.1 Interest.

 

  (a)

Prior to July 31, 2022, no interest will be payable on the Loan; provided, however, that the balance of the Face Amount shall form part of the Obligations of the Borrower to the Lender.

 

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  (b)

On and after July 31, 2022, interest shall accrue on the Principal Amount from day to day, both before and after default, demand, maturity and judgment, at the Interest Rate and shall be calculated on the basis of the actual number of days elapsed and on the basis of a year of 365 days. Interest accrued on the Principal Amount will be compounded monthly and shall be payable in cash by the Borrower to the Lender on each Interest Payment Date beginning on September 30, 2022.

 

  (c)

For the purposes of the Interest Act (Canada) and disclosure under such Act, wherever interest to be paid under this Agreement is to be calculated on the basis of any period of time that is less than a calendar year (a “deemed year”), such rate of interest shall be expressed as a yearly rate by multiplying such rate of interest for the deemed year by the actual number of days in the calendar year in which the rate is to be ascertained and dividing it by the number of days in the deemed year.

 

  (d)

Each determination by the Lender of interest to be payable hereunder shall be conclusive and binding for all purposes, absent manifest mathematical error in calculating such amount.

(y) Section 7.1(p) [DELETED – NATURE OF AGREEMENT] of the Third Loan Agreement is amended as follows:

[DELETED – NATURE OF AGREEMENT]

(z) Appendix A of the Third Loan Agreement is deleted in its entirety and replaced with Appendix A to this Amendment.

(aa) Section 7.3(a) (Sell Property) of each of the Existing Loan Agreements is amended as follows:

Sell Property. Sell, transfer or otherwise dispose of any asset other than (i) sales of inventory in the ordinary course of business, (ii) grants of licenses entered into in the ordinary course of business in accordance with past practice (including, for greater certainty, the License), (iii) any assets the book value (net of transaction fees) of which does not exceed, in aggregate over the term of the Loan, $500,000, or (iv) a sale, transfer or disposition in the ordinary course of any equipment of [DELETED – ENTITY NAME AND LOCATION] any Obligor that has become obsolete or is no longer being used, or (v) to any other Obligor.

 

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(bb) The Fourth Loan Agreement is amended by adding a new Article 12, as follows:

ARTICLE 12

[DELETED – EQUITY SECURITIES OFFER RIGHT (LENDER’S

PRE-EMPTIVE RIGHT)]

(cc) The definition of “Loan Documents” in Section 1.1 of the First Loan Agreement is amended as follows:

Loan Documents” means this Agreement, the Second Loan Agreement, the Third Loan Agreement, the Fourth Loan Agreement, the Board Observer Agreement, the Security Documents, the Warrants, (as of becoming legally effective) the [DELETED – NATURE OF AGREEMENTS], the Omnibus Amendment Agreement, the Second Omnibus Amendment Agreement, the Third Omnibus Amendment Agreement, and any other agreements, instruments and documents delivered from time to time (both before and after the date of this Agreement) to the Lender by any of the Obligors in connection with this Agreement or any other Loan Document (other than the [DELETED – NATURE OF AGREEMENTS]), in each case as amended, restated, supplemented, replaced or otherwise modified from time to time in accordance with Section 10.2.

 

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(dd) The definition of “Loan Documents” in Section 1.1 of the Second Loan Agreement is amended as follows:

Loan Documents” means this Agreement, the First Loan Agreement, the Third Loan Agreement, the Fourth Loan Agreement, the Board Observer Agreement, the Security Documents, the Warrants #3, (as of becoming legally effective) the [DELETED – NATURE OF AGREEMENTS], the Omnibus Amendment Agreement, the Second Omnibus Amendment Agreement, the Third Omnibus Amendment Agreement, and any other agreements, instruments and documents delivered from time to time (both before and after the date of this Agreement) to the Lender by any of the Obligors in connection with this Agreement or any other Loan Document (other than the [DELETED – NATURE OF AGREEMENTS]), in each case as amended, restated, supplemented, replaced or otherwise modified from time to time in accordance with Section 10.2.

(ee) The definition of “Loan Documents” in Section 1.1 of the Third Loan Agreement is amended as follows:

Loan Documents” means this Agreement, the First Loan Agreement, the Second Loan Agreement, the Fourth Loan Agreement, the Board Observer Agreement, the Security Documents, the Warrants, (as of becoming legally effective) the [DELETED – NATURE OF AGREEMENTS], the Omnibus Amendment Agreement, the Second Omnibus Amendment Agreement, the Third Omnibus Amendment Agreement, and any other agreements, instruments and documents delivered from time to time (both before and after the date of this Agreement) to the Lender by any of the Obligors in connection with this Agreement or any other Loan Document (other than the [DELETED – NATURE OF AGREEMENTS]), in each case as amended, restated, supplemented, replaced or otherwise modified from time to time in accordance with Section 10.2.

(ff) The definition of “Loan Documents” in Section 1.1 of the Fourth Loan Agreement is amended as follows:

Loan Documents” means this Agreement, the First Loan Agreement, the Second Loan Agreement, the Third Loan Agreement, the Security Documents, the Warrants, (as of becoming legally effective) the [DELETED – NATURE OF AGREEMENTS], the Omnibus Amendment Agreement, the Second Omnibus Amendment Agreement, the Third Omnibus Amendment Agreement, and any other agreements, instruments and documents delivered from time to time (both before and after the date of this Agreement) to the Lender by any of the Obligors in connection with this Agreement or any other Loan Document (other than the [DELETED – NATURE OF AGREEMENTS]), in each case as amended, restated, supplemented, replaced or otherwise modified from time to time in accordance with Section 10.2.

(gg) Section 9.4 of the First Loan Agreement is amended as follows:

Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, the Borrower and each Guarantor acknowledge, understand and agree that the nominal dollar amount of any liability or other obligation of the Lender (or any affiliate of the Lender), on the one hand, to the Borrower or any Guarantor (or any of their respective affiliates), on the other hand, (i) whether sounding in contract, tort, equity or otherwise, (ii) whether constituting an obligation to pay damages, restitution, or any other

 

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amount whatsoever, and (iii) whether arising under a Loan Document or any other agreement or arrangement between the Lender (or any affiliate of the Lender) and the Borrower or any Guarantor and/or their respective affiliates [DELETED – NATURE OF AGREEMENTS] (any such liability or other obligation, a “Claim”), may, in any such event, be satisfied, discharged and paid by the Lender’s cancellation of the Principal Amount (whether or not then due and owing) to the extent of the nominal amount of such Claim. The Lender may affect any such satisfaction, discharge or payment by giving written notice (a “Satisfaction Notice”) to the Borrower specifying (i) the Claim being so satisfied, discharged or paid, (ii) the nominal amount of the Principal Amount so cancelled (the “Prepaid Amount”) in satisfaction of such Claim and (iii) the outstanding Principal Amount following the cancellation of the Prepaid Amount. For purposes of this Agreement, the Prepaid Amount shall constitute an authorized prepayment pursuant to Section 2.7(b) and the Principal Amount shall be correspondingly reduced. The Borrower and each Guarantor further acknowledge, understand and agree that the Lender’s presentation of a Satisfaction Notice to the Borrower shall constitute a full answer and defense against any Claim to the extent of the nominal amount specified in the related Satisfaction Notice. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, for purposes of satisfaction of the Exercise Price (as defined in, or as such analogous term is defined in, the relevant Warrant) following any reduction in the Principal Amount made in accordance with this Section 9.4, the Parties agree that (i) any Prepaid Amount shall not reduce the Aggregate Exercise Price (as defined in, or as such analogous term is defined in, the applicable Warrant) or the Specified Amount (with respect to Warrant #2) payable by the Lender to exercise the applicable Warrants and (ii) the Lender will be required, in addition to affecting the outstanding Principal Amount as Loan Satisfaction (as defined in Warrant #2) or as satisfaction of a portion of the payment of the Aggregate Exercise Price pursuant to this Section 9.4, to pay in cash the difference between (A) the Aggregate Exercise Price or, for Warrant #2, the Specified Amount and (B) the outstanding Principal Amount at the time of the exercise.

(hh) Section 9.4 of the Second Loan Agreement is amended as follows:

Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, the Borrower and each Guarantor acknowledge, understand and agree that the nominal dollar amount of any liability or other obligation of the Lender (or any affiliate of the Lender), on the one hand, to the Borrower or any Guarantor (or any of their respective affiliates), on the other hand, (i) whether sounding in contract, tort, equity or otherwise, (ii) whether constituting an obligation to pay damages, restitution, or any other amount whatsoever, and (iii) whether arising under a Loan Document or any other agreement or arrangement between the Lender (or any affiliate of the Lender) and the Borrower or any Guarantor and/or their respective affiliates [DELETED – NATURE OF AGREEMENTS] (any such liability or other obligation, a “Claim”), may, in any such event, be satisfied, discharged and paid by the Lender’s cancellation of the Principal Amount (whether or not then due and owing) to the extent of the nominal amount of such Claim. The Lender may affect any such satisfaction, discharge or payment by giving written notice (a “Satisfaction Notice”) to the Borrower specifying (i) the Claim being so satisfied, discharged or paid, and (ii) the nominal amount of the Principal Amount so cancelled (the “Prepaid Amount”) in satisfaction of such Claim and (iii) the outstanding Principal Amount following the cancellation of the Prepaid Amount. For purposes of this Agreement, the Prepaid Amount shall constitute an authorized prepayment pursuant to Section 2.5(b) and the Principal Amount shall be correspondingly reduced. The Borrower and each Guarantor further acknowledge,

 

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understand and agree that the Lender’s presentation of a Satisfaction Notice to the Borrower shall constitute a full answer and defense against any Claim to the extent of the nominal amount specified in the related Satisfaction Notice. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, for purposes of satisfaction of the Per Warrant Exercise Price (as defined in, or as such analogous term is defined in, the applicable Warrant #3) following any reduction in the Principal Amount made in accordance with this Section 9.4, the Parties agree that (i) any Prepaid Amount shall not reduce the Aggregate Exercise Price (as defined in, or as such analogous term is defined in, the applicable Warrant #3) payable by the Lender to exercise the applicable Warrant #3 and (ii) the Lender will be required, in addition to affecting the outstanding Principal Amount as satisfaction of a portion of the payment of the Aggregate Exercise Price pursuant to this Section 9.4, to pay in cash the difference between (A) the Aggregate Exercise Price and (B) the outstanding Principal Amount at the time of the exercise.

(ii) Section 9.4 of the Third Loan Agreement is amended as follows:

Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, the Borrower and each Guarantor acknowledge, understand and agree that the nominal dollar amount of any liability or other obligation of the Lender (or any affiliate of the Lender), on the one hand, to the Borrower or any Guarantor (or any of their respective affiliates), on the other hand, (i) whether sounding in contract, tort, equity or otherwise, (ii) whether constituting an obligation to pay damages, restitution, or any other amount whatsoever, and (iii) whether arising under a Loan Document or any other agreement or arrangement between the Lender (or any affiliate of the Lender) and the Borrower or any Guarantor and/or their respective affiliates [DELETED – NATURE OF AGREEMENTS] (any such liability or other obligation, a “Claim”), may, in any such event, be satisfied, discharged and paid by the Lender’s cancellation of the Principal Amount (whether or not then due and owing) to the extent of the nominal amount of such Claim. The Lender may affect any such satisfaction, discharge or payment by giving written notice (a “Satisfaction Notice”) to the Borrower specifying (i) the Claim being so satisfied, discharged or paid, and (ii) the nominal amount of the Principal Amount so cancelled (the “Prepaid Amount”) in satisfaction of such Claim and (iii) the outstanding Principal Amount following the cancellation of the Prepaid Amount. For purposes of this Agreement, the Prepaid Amount shall constitute an authorized prepayment pursuant to Section 2.5(b) and the Principal Amount shall be correspondingly reduced. The Borrower and each Guarantor further acknowledge, understand and agree that the Lender’s presentation of a Satisfaction Notice to the Borrower shall constitute a full answer and defense against any Claim to the extent of the nominal amount specified in the related Satisfaction Notice. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, for purposes of satisfaction of the Exercise Price (as defined in, or as such analogous term is defined in, the applicable Warrant #6) following any reduction in the Principal Amount made in accordance with this Section 9.4, the Parties agree that (i) any Prepaid Amount shall not reduce the Aggregate Exercise Price (as defined, or as such analogous term is defined in, the applicable Warrant #6) payable by the Lender to exercise the applicable Warrant #6 and (ii) the Lender will be required, in addition to affecting the outstanding Principal Amount as satisfaction of a portion of the payment of the Aggregate Exercise Price pursuant to this Section 9.4, to pay in cash the difference between (A) the Aggregate Exercise Price and (B) the outstanding Principal Amount at the time of the exercise.

 

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(jj) The first paragraph of Section 9.4 of the Fourth Loan Agreement is amended as follows:

Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, the Borrower and each Guarantor acknowledge, understand and agree that the nominal dollar amount of any liability or other obligation of the Lender (or any affiliate of the Lender), on the one hand, to the Borrower or any Guarantor (or any of their respective affiliates), on the other hand, (i) whether sounding in contract, tort, equity or otherwise, (ii) whether constituting an obligation to pay damages, restitution, or any other amount whatsoever, and (iii) whether arising under a Loan Document or any other agreement or arrangement between the Lender (or any affiliate of the Lender) and the Borrower or any Guarantor and/or their respective affiliates [DELETED – NATURE OF AGREEMENTS] (any such liability or other obligation, a “Claim”), may, in any such event, be satisfied, discharged and paid by the Lender’s cancellation of the Principal Amount (whether or not then due and owing) to the extent of the nominal amount of such Claim. The Lender may affect any such satisfaction, discharge or payment by giving written notice (a “Satisfaction Notice”) to the Borrower specifying (i) the Claim being so satisfied, discharged or paid, and (ii) the nominal amount of the Principal Amount so cancelled (the “Prepaid Amount”) in satisfaction of such Claim and (iii) the Principal Amount following the cancellation of the Prepaid Amount. For purposes of this Agreement, the Prepaid Amount shall constitute an authorized prepayment pursuant to Section 2.5(b) and the Principal Amount shall be correspondingly reduced. The Borrower and each Guarantor further acknowledge, understand and agree that the Lender’s presentation of a Satisfaction Notice to the Borrower shall constitute a full answer and defense against any Claim to the extent of the nominal amount specified in the related Satisfaction Notice.

(kk) The second paragraph of Section 9.4 of the Fourth Loan Agreement is amended as follows:

Notwithstanding anything to the contrary in this Agreement or any other Loan Document: (A) the Lender agrees that, any amount owed by the Lender for the exercise of all or a portion of a Warrant #7 may only be set-off against the Principal Amount and (B) for purposes of satisfaction of the Exercise Price (as defined in, or as such analogous term is defined in, the applicable Warrant #7) following any reduction in the Principal Amount made in accordance with this Section 9.4, the Parties agree that (i) any Prepaid Amount shall not reduce the Aggregate Exercise Price (as defined, or as such analogous term is defined in, the applicable Warrant #7) payable by the Lender to exercise the applicable Warrant #7 and (ii) the Lender will be required, in addition to affecting the Principal Amount as satisfaction of a portion of the payment of the Aggregate Exercise Price pursuant to this Section 9.4, to pay in cash the difference between (A) the Aggregate Exercise Price and (B) the Principal Amount at the time of the exercise.

 

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(ll) Paragraph (c) of Section 2.1 (Loan) of the Fourth Loan Agreement is amended as follows:

(c) Second Tranche. Upon satisfaction of the conditions specified in Section 8.2, the Borrower may deliver a Borrowing Notice at least 14 calendar days before the funding date specified therein requesting an Advance in respect of the Second Tranche (with such advance notice requirement being waived in respect of the first Advance to the extent it is drawn within 15 calendar days following the Second Omnibus Amendment Closing Date); provided that the Borrower may not request, and the Lender will not be obligated to advance, (x) any amounts exceeding $10,000,000 per calendar month, and (y) with respect to the eighth and final advance available under the Second Tranche, no more than $10,000,000 [DELETED – DETAILS ON A CONDITION IN RESPECT OF THE SECOND TRANCHE].

(mm) The definition of [DELETED –NATURE OF A POTENTIAL RIGHT OF THE BORROWER] in Section 1 of the Patent Security Agreement among the Lender, NantPro, PBT and PPR (USA) is deleted in its entirety.

(nn) Section 5.4 of the Patent Security Agreement among the Lender, NantPro, PBT and PPR (USA) is amended as follows:

Power of Attorney. Each Pledgor irrevocably appoints Lender as its lawful attorney to, if an Event of Default has occurred and is continuing: (a) endorse such Pledgor’s name on any checks or other forms of payment or security; (b) sign such Pledgor’s name on any invoice or bill of lading for any account or drafts against account debtors; (c) make, settle, and adjust all claims under such Pledgor’s insurance policies; (d) settle and adjust disputes and claims about the accounts directly with account debtors, for amounts and on terms Lender determines reasonable; and (e) transfer the Pledged Patents into the name of Lender or a third party. Lender’s appointment as any Pledgor’s attorney in fact, and all of Lender’s rights and powers, coupled with an interest, are irrevocable until until the earlier of (i) such time that the Guarantor Obligations cease or (ii) [DELETED –NATURE OF A POTENTIAL RIGHT OF THE BORROWER].

(oo) Section 6 (Non-Disturbance) of the Patent Security Agreement among the Lender, NantPro, PBT and PPR (USA) is amended as follows:

Notwithstanding anything in this Agreement to the contrary, the parties hereto acknowledge and agree that in respect of any Pledged Patents that include any Patent subject to an exclusive license to which a Pledgor is a party (each, a “License Agreement”), if requested by such Pledgor, the Lender will use good faith efforts to negotiate and enter into a non-disturbance agreement with the related licensee for purposes of providing the licensee with assurances that the Lender will, subject to Applicable Law, take commercially reasonable steps not to disturb the license rights of the licensee thereunder, both before and after any commencement of enforcement proceedings initiated by the Lender. [DELETED –NATURE OF A POTENTIAL RIGHT OF THE BORROWER]

(pp) [DELETED – DETAILS REGARDING AN AGREEMENT.]

 

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(qq) [DELETED – DESCRIPTION OF THE NATURE OF A POTENTIAL RIGHT OF LENDER]

(rr) [DELETED – DETAILS REGARDING AN AGREEMENT]

(ss) [DELETED – DETAILS REGARDING AN AGREEMENT]

(tt) The first paragraph of Section 5.6 (Security Release) of the First Loan Agreement is amended as follows:

Upon the latest to occur of (1) the payment and satisfaction in full of the Obligations Loan under this Agreement and the “Loan” (as defined in the Second Loan Agreement) by the Borrower, and (2) July 31, 2024:

(uu) The first paragraph of Section 5.5 (Security Release) of the Second Loan Agreement is amended as follows:

Upon the latest to occur of (1) the payment and satisfaction in full of the Obligations Loan under this Agreement and the “Loan” (as defined in the First Loan Agreement) by the Borrower, and (2) July 31, 2024:

(vv) The first paragraph of Section 5.3 (Security Release) of the Third Loan Agreement is amended as follows:

Upon the latest to occur of (1) payment and satisfaction in full of the Obligations Loan under this Agreement and the “Loan” (as defined in the First Loan Agreement and the Second Loan Agreement), and (2) July 31, 2022 2024:

(ww) The first paragraph of Section 5.4 (Security Release) of the Fourth Loan Agreement is amended as follows:

Upon the latest to occur of (1) payment and satisfaction in full of the Obligations Loan under this Agreement and the “Loan” as defined in each of the Other Loan Agreements, and (2) July 31, 2022 2024:

 

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(xx) The definition of “Warrants” in each of the Existing Loan Agreements is hereby deleted in its entirety and replaced with the following:

Warrants” means, with effect from and after the Third Omnibus Amendment Closing Date, Warrant #1, Warrant #2, Warrant #8 and Warrant #9, collectively.

(yy) Section 1.1.15 of the Hypothec on the Universality of Patents and Patent Applications dated April 24, 2018 among the Lender, Borrower, PBI, PBP and PPR (the “Patents Hypothec”) is hereby deleted in its entirety and replaced with the following:

Intentionally Omitted

(zz) Section 6.1 (Non-Disturbance) of the Patents Hypothec is amended as follows:

Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that in respect of any Charged Property that includes any Patent subject to an exclusive license to which a Grantor is a party (each, a “License Agreement”), if requested by such Grantor or PLI, the Creditor will use good faith efforts to negotiate and enter into a non-disturbance agreement with the related licensee for purposes of providing the licensee with assurances that the Creditor will, subject to Applicable Law, take commercially reasonable steps not to disturb the license rights of the licensee thereunder, both before and after any commencement of enforcement proceedings initiated by the Creditor. [DELETED – NATURE OF A POTENTIAL RIGHT OF THE BORROWER]

(aaa) Section 15.4 of the Patents Hypothec is hereby deleted in its entirety.

ARTICLE 3

ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 3.1 Additional Representations and Warranties of the Borrower. The Borrower and each other Obligor represents and warrants to the Lender as follows as at the date hereof:

(a) Liens or Agreements. No Obligor has (A) created, incurred, assumed or suffered to exist any Lien on its present or future property or assets, except for Permitted Encumbrances; (B) entered into an agreement with any Person restricting the ability of that Obligor to grant Liens over its present or future property or assets unless such restriction is expressly stated not to extend or apply to any Liens granted or to be granted in favour of the Lender (it being understood that the representation in this clause (B) will not apply to an “anti-assignment clause” in any such agreement that restricts the ability of the Borrower to make an outright transfer, assignment or disposition of its rights in respect of that agreement); or (C) sold, assigned, transferred or otherwise disposed of any Patents to Telesta or to any Subsidiary of Telesta.

 

- 18 -


Section 3.2 Additional Covenants. The Borrower and each other Obligor covenants and agrees that:

(a) [DELETED – ADDITIONAL COVENANTS]

(b) [DELETED – ADDITIONAL COVENANTS]

(c) [DELETED – ADDITIONAL COVENANTS]

(d) Series A Preferred Shares. The Borrower covenants and agrees as follows:

 

  (i)

so long as the Lender owns any Series A Preferred Shares or the right to acquire Series A Preferred Shares (including pursuant to a warrant, convertible security or other security held by the Lender), the Borrower shall not amend, waive or otherwise modify the terms of the Series A Preferred Shares without the prior written consent of the Lender; and

 

  (ii)

the Borrower shall not issue to any person other than Lender or an affiliate of Lender Series A Preferred Shares or securities exercisable or exchangeable for or convertible into Series A Preferred Shares without the prior written consent of the Lender.

ARTICLE 4

BOARD RIGHTS AND WARRANTS

Section 4.1 Issuance of Warrant #8. Upon the earlier of: (A) the first to occur of either manner of [DELETED - DESCRIPTION OF THE NATURE OF A POTENTIAL RIGHT OF LENDER], or (B) December 31, 2018, if by such date (1) [DELETED – DESCRIPTION OF THE NATURE OF A POTENTIAL RIGHT OF LENDER] and (2) the Borrower has requested a drawdown (in any amount) of the eighth and final advance available under the Second Tranche (as defined in the Fourth Loan Agreement), the Borrower shall issue the warrant certificate attached as Exhibit A hereto (“Warrant #8”) to the Lender for the purchase price of $10,000.

 

- 19 -


Section 4.2 Issuance of Warrant #9. Upon the earlier of: (A) [DELETED – DESCRIPTION OF THE NATURE OF A POTENTIAL RIGHT OF LENDER], or (B) December 31, 2018, if by such date (1) [DELETED – DESCRIPTION OF THE NATURE OF A POTENTIAL RIGHT OF LENDER] and (2) the Borrower has requested a drawdown (in any amount) of the eighth and final advance available under the Second Tranche (as defined in the Fourth Loan Agreement), the Borrower shall issue the warrant certificate attached as Exhibit B hereto (“Warrant #9”) to the Lender for the purchase price of $10,000 to be exercisable into ‘Series A Preferred Shares’ (the “Series A Preferred Shares”).

Section 4.3 Additional Board Rights.

 

  (a)

Subject to TSX governance rules, and notwithstanding the terms of the Existing Loan Agreements, if at any time the Lender ceases to have the representation on the Board contemplated in this paragraph, then, at the then next annual general meeting of the Borrower (or earlier, should a vacancy on the Board arise prior to such meeting) and for so long as the Lender continues to hold at least a portion of the Warrants, the Borrower shall, upon receipt of a written request from the Lender, nominate (including as part of management’s proposed slate of directors) two individuals designated by the Lender for election on the Board and the Borrower agrees to use its commercially reasonable best efforts to have such individuals elected, appointed or reappointed to the Board.

 

  (b)

For so long as the Lender continues to hold at least a portion of the Warrants and does not have the representation on the Board contemplated in the previous paragraph, and notwithstanding the terms of the Existing Loan Agreements, the Lender will be entitled to have two representatives attend all meetings of the Board as observers pursuant to the Board Observer Agreement. For greater clarity, the Lender shall only be entitled to a total of two board members or two observers or one of each, as applicable.

 

  (c)

No director on the Board that was appointed pursuant to this Section 4.2 shall be subject to a minimum shareholding policy or similar ownership policy in connection with such individual’s status as a director on the Board, and for greater certainty such director shall be entitled to all the rights, benefits and privileges afforded Board members.

 

  (d)

Subject to Section 4.2(b), no later than at the first meeting of the Board after the date hereof, the Borrower shall nominate one additional individual designated by the Lender for election to the Board and the Borrower agrees to use its commercially reasonable best efforts to have such individual elected or appointed to the Board.

Section 4.4 Subject to the satisfaction of the conditions specified under section 5.1, Warrant #3, Warrant #4, Warrant #5, Warrant #6 and Warrant #7 are hereby cancelled as of the date of this Agreement.

ARTICLE 5

CONDITIONS

Section 5.1 Conditions to Effectiveness. The effectiveness of this Agreement and the amendments provided herein are subject to satisfaction of the following conditions precedent:

(a) receipt by the Lender of a copy of the following documents, duly executed and delivered by all parties thereto:

(i) this Agreement;

 

- 20 -


(ii) the parties have entered into the [DELETED – NATURE OF AGREEMENT] substantially in the form [DELETED – DETAILS REGARDING A POTENTIAL RIGHT OF LENDER];

(iii) an acknowledgement and confirmation (in form and substance substantially similar to the forms delivered on May 1, 2018) in respect of the Ontario security;

(iv) an acknowledgement and confirmation (in form and substance substantially similar to the forms delivered on May 1, 2018) in respect of the New York security;

(v) a deed of variation and confirmation by PBT UK, Pharma SMT and Pharma SMT Holdings in favour of the Lender in respect of a charge over patents and other security governed by the laws of England and Wales;

(vi) a copy of all notices required to be sent under the documents governed by Isle of Man law and the laws of England and Wales executed by the relevant Obligors;

(vii) certificates of status, good standing, or the equivalent for each Obligor;

(viii) Officer’s Certificates attaching the articles, bylaws, authorizing resolutions and incumbency certificate of each Obligor; and

(ix) opinions of Quebec, Ontario and Delaware counsel to the Borrower acceptable to the Lender and Lender’s counsel, acting reasonably, as to matters relating to the Obligors and the entering into of the documents listed in Section 5.1(a), other than clause (ii); and

(x) a deed of variation and confirmation by PBL in favour of the Lender in respect of patents governed by Isle of Man law.

(b) the Borrower has taken all corporate action necessary to authorize the issuance of the ‘Series A’ Preferred Shares contemplated hereunder;

(c) the representations and warranties contained in Article VI of each of the Existing Loan Agreements are true and correct as of the date hereof (other than those expressed to be made as of a specific date);

(d) no Default or Event of Default has occurred and is continuing on the date hereof;

(e) no material adverse information shall have become known to the Lender with respect to the Borrower or any Guarantor which is inconsistent with or was omitted from the information previously disclosed to the Lender (including by way of public disclosure);

(f) the filings and registrations shall have been made to perfect the Liens granted pursuant to the Security Documents (including the Patents Security Agreements) (including in respect of all granted Patents, other than the Excluded Patents) in all jurisdictions reasonably required by the Lender (for purposes of closing, those jurisdictions being Canada, the United States and the United Kingdom), and the Security shall constitute, subject only to Permitted Encumbrances, a first ranking charge over the property (other than Excluded Property) of the Obligors;

(g) such ancillary documents have been entered into in all jurisdiction reasonably required by the Lender to give effect to the transactions contemplated hereby; and

 

- 21 -


(h) the Lender shall have received payment in full of all of its expenses payable in connection with this Agreement, including the reasonable fees and expenses of its counsel.

ARTICLE 6

MISCELLANEOUS

Section 6.1 Ratification of Existing Obligations. The Borrower and each Obligor hereby acknowledge and confirm that:

(a) the terms of each of the Existing Loan Agreements, as amended by this Agreement, shall remain in full force and effect and are hereby ratified and confirmed;

(b) the obligations of the Obligors under each of the Existing Loan Agreements and the other Loan Documents will not otherwise be impaired or affected by the execution and delivery of this Agreement;

(c) each and all of their obligations and liabilities expressed to be assumed and undertaken by them under each of the Loan Documents and the Liens intended to be conferred upon the Lender under such Loan Documents are in full force and effect and will secure all amounts outstanding under each of the Existing Loan Agreements as amended or varied by this Agreement;

(d) for the purposes of any Loan Document governed by English law, this Agreement is designated as a “Loan Agreement”, and that the definition “Secured Liabilities” (as defined in such English Loan Document) shall extend to all present and future obligations and liabilities owed or expressed to be owed to the Lender pursuant to this Agreement; and

(e) from the Third Omnibus Amendment Closing Date onwards, the definition of “Collateral” under each of the Existing Loan Agreements will include all Patents other than the Excluded Patents.

Section 6.2 Further Assurances. The Obligors shall, at their own expense, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, documents and assurances as the Lender may from time to time reasonably request to give effect to this Agreement.

Section 6.3 Benefits. This Agreement is binding upon and will inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Section 6.4 Counterparts. This Agreement may be executed in any number of counterparts and delivered by facsimile or PDF via email, each of which will be deemed to be an original.

– signature page follows –

 

- 22 -


IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date stated on the first page above.

BORROWER:

 

PROMETIC LIFE SCIENCES INC.
By:                           
 

Name:

Title:

GUARANTORS:

 

PROMETIC BIOTHERAPEUTICS INC.
By:                       
 

Name:

Title:

PROMETIC BIOSEPARATIONS LTD.
By:    
 

Name:

Title:

PROMETIC BIOSCIENCES INC.
By:    
 

Name:

Title:

PROMETIC BIOPRODUCTION INC.
By:    
 

Name:

Title:

NANTPRO BIOSCIENCES, LLC
By:    
 

Name:

Title:

 

[Signature Page to Third Omnibus Amendment Agreement]


PROMETIC PLASMA RESOURCES INC.
By:    
 

Name:

Title:

TELESTA THERAPEUTICS INC.
By:    
 

Name:

Title:

PROMETIC PLASMA RESOURCES (USA) INC.
By:    
 

Name:

Title:

Executed by:

 

 

 

Name:

Title:

for and on behalf of PROMETIC PHARMA SMT HOLDINGS LIMITED

Executed by:

 

 

 

Name:

Title:

for and on behalf of PROMETIC PHARMA SMT LIMITED

Executed by:

 

 

 

Name:

Title:

for and on behalf of PROMETIC BIOTHERAPEUTICS LTD.

 

[Signature Page to Third Omnibus Amendment Agreement]


LENDER:

 

STRUCTURED ALPHA LP, by its general partner Thomvest Asset Management Inc.
By:    
 

Name:

Title:

[Signature Page to Third Omnibus Amendment Agreement]


EXHIBIT A

WARRANT #8

[Attached]


Warrant #8

[DELETED – CONTENT OF WARRANT CERTIFICATE]


EXHIBIT B

WARRANT #9

[Attached]


Warrant #9

[DELETED – CONTENT OF WARRANT CERTIFICATE]


APPENDIX A

[DELETED – NATURE OF AGREEMENT]

[Attached]


[DELETED – NATURE AND DETAILS OF AGREEMENT]

Exhibit 99.67

Execution Version

PROMETIC LIFE SCIENCES INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

TO:                 PROMETIC LIFE SCIENCES INC.

AND TO:       RAYMOND JAMES LTD. (THE “AGENT”)

The undersigned (the “Subscriber”) subscribes for and agrees to purchase the number of common shares of Prometic Life Sciences Inc. (the “Corporation”) indicated below at a purchase price of C$0.01521 per common share (the “Subscription Price”), on and subject to the “Terms and Conditions of Subscription” attached to and forming part of this subscription agreement (the “Agreement” or “Subscription Agreement”).

PART A – DETAILS OF SECURITIES PURCHASED:

Number of Securities: 1,643,851,555                    Aggregate Subscription Price: C$25,000,000
PART B – LEGAL NAME OF SUBSCRIBER:      
Non-Individual Subscriber Signature       Individual Subscriber Signature
Structured Alpha LP, by its general partner                                                                                                             
Thomvest Asset Management Ltd.                                   (Family Name - please print)
(Name of Subscriber - please print)      

 

                                                                                        

      (First Name - please print)
By: (s) Stefan V. Clulow                                                   
      (Authorized Signature)      

 

                                                                                        

      (Secondary Given Name(s) - please print)
Chief Investment Officer and Managing Director          
(Official Capacity or Title - please print)       By:                                                                                  
            (Signature)
Stefan V. Clulow                                                                OTHER:

Please print name of individual whose signature

appears above on behalf of the non-individual subscriber.

     

 

[CHECK IF APPROPRIATE]

 

      The Subscriber is a registrant:                                  ☐
     
      The Subscriber is an insider of the issuer:               ☒

 

1


PART C CONTACT INFORMATION OF SUBSCRIBER:

 

Subscriber Information
65 Queen Street West, Suite 2400                        
(Subscriber’s Residential Address)
Toronto                                                      Ontario
(Municipality)                             (Province/State)
M5H 2M8                                                  Canada
(Postal Code/Zip Code)                         (Country)
[DELETED – PERSONAL INFORMATION]    
(Telephone Number)
[DELETED – PERSONAL INFORMATION]    
(Email Address)
Number of Securities of the Corporation currently
owned:
24,071,775

 

Register the Securities as set forth below:                  Deliver the Securities as set forth below:
Structured Alpha LP                                                              X Same as Registered Address (otherwise complete below)
(Name)    

 

                                                                                      

                                                                                               (Name)
(Account reference, if applicable)    
                                                                                          
65 Queen Street West, Suite 2400                                         (Account reference, if applicable)
(Address)    
Toronto, Ontario, M5H 2M8                                                                                                                                        
    (Contact Name)
                                                                                          
    (Address)
   
                                                                                          

 

2


State whether Subscriber is an Insider (as defined below) of the Corporation:
Yes (director)                                    ☐    No            ☐
Yes (officer)                                      ☐   
Yes (holder of more than                  ☐   
10% of the voting securities                
of the Corporation)   
Yes (other:                           
______________________)             ☐   
Number and kind of securities of Prometic Life Sciences Inc. currently held, directly or indirectly, or over which control or direction is exercised, if any:

24,071,775                                                                  

 

 

 

PART D – DETAILS OF EXEMPTION RELIED ON:

Accredited Investor Status:

Please refer to the Accredited Investor Certificate included as Schedule “C” to this Subscription Agreement for the definition of “accredited investor” and complete the following statement:

The Subscriber satisfies paragraph LOGO of the definition of “accredited investor” found in National Instrument 45-106 Prospectus Exemptions.

U.S. Accredited Investor Status:

Please refer to the U.S. Accredited Investor Certificate included as Schedule “D” to this Subscription Agreement for the definition of “accredited investor” and complete the following statement:

The Subscriber satisfies paragraph ☐ of the definition of “accredited investor” found in Rule 501(a) of Regulation D under the 1933 Act.

A fully completed and executed copy of this Subscription Agreement, including all items required to be completed as set out above, must be delivered to the Corporation no later than April 18, 2019 (unless other arrangements acceptable to the Corporation have been made).

 

3


Payment instructions:

Payment of the aggregate Subscription Price will be arranged between your broker and the Corporation and must be received by no later than April 18, 2019 (unless other arrangements acceptable to the Corporation have been made).

HAVE YOU COMPLETED THIS SUBSCRIPTION AGREEMENT PROPERLY?

The following items in this Subscription Agreement must be completed. Please initial each applicable box.

All Subscribers

☐ All Subscriber information in Part B, Part C, and Part D (pp. 1, 2 and 3)

Subscribers resident in a jurisdiction of Canada purchasing as “accredited investors”

☐ Schedule “C”, and the annexes thereto, indicating which category is applicable

All United States Investors

☐ Schedule “D” indicating which category is applicable

Subscribers resident in a jurisdiction other than Canada or the United States

☐ Schedule “E”

You may not change any part of this Agreement without the consent of the Corporation.

 

 

4


TO BE COMPLETED BY THE CORPORATION ONLY

The Corporation accepts the subscription on the terms and conditions of this Agreement, including the attached “Terms and Conditions of Subscription” for the following number of common shares: 1,643,851,555

 

Date:  

April 15, 2019

  PROMETIC LIFE SCIENCES INC.
By:  

(s) Simon G. Best

  Authorized Signing Officer
 

Interim President and Chief Executive Officer

  Official Capacity or Title

Subscription No:

 

5


TERMS AND CONDITIONS OF SUBSCRIPTION

Section 1 Definitions

 

(1)

In this Agreement (including the attached schedules) or any amendment hereto, the following terms shall have the following meanings unless otherwise indicated:

 

  (a)

1933 Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

 

  (b)

Action” means any action, claim, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation before or by any federal, provincial, state, county, local or foreign court or tribunal of competent jurisdiction, arbitrator, governmental or administrative agency, instrumentality or subdivision, regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), stock market, stock exchange or trading facility;

 

  (c)

Agent” has the meaning ascribed thereto in Section 2(1) of this Agreement;

 

  (d)

Agreement” or “Subscription Agreement” has the meaning ascribed thereto in the first paragraph of this Agreement;

 

  (e)

“Applicable Securities Laws” has the meaning ascribed thereto in Section 4(1)(b) of this Agreement;

 

  (f)

“Audited Financial Statements” has the meaning ascribed thereto in Section 1(l) of Schedule “F” of this Agreement;

 

  (g)

“Authorization” means, with respect to any person, any Order, permit, approval, consent, waiver, license, qualification, registration or similar authorization of any Governmental Authority having jurisdiction over the person;

 

  (h)

“Canadian Offering Jurisdictions” means, collectively, each of the provinces of Canada;

 

  (i)

“CIPO” means the Canadian Intellectual Property Office;

 

  (j)

“Clinical Trials” has the meaning ascribed thereto in Section 1(hhh) of Schedule “F” of this Agreement;

 

  (k)

Closing” has the meaning ascribed thereto in Section 3(1) of this Agreement;

 

  (l)

“Closing Date” has the meaning ascribed thereto in Section 3(1) of this Agreement;

 

  (m)

“Code” has the meaning ascribed thereto in Section 1(dddd) of Schedule “F” of this Agreement;

 

  (n)

Common Shares” or “Securities” has the meaning ascribed thereto in Section 2(1) of this Agreement;

 

  (o)

“Corporate IP” means the Intellectual Property (i) that has been developed by or for or is being developed by or for the Corporation and/or a Subsidiary, or (ii) that is being used by the Corporation and/or a Subsidiary, other than Licensed IP;

 

6


  (p)

Corporation” means Prometic Life Sciences Inc., a corporation incorporated under the Canada Business Corporations Act, and includes any successor corporation thereto;

 

  (q)

“Disqualification Event” has the meaning ascribed thereto in Section 7(e) of this Agreement;

 

  (r)

“Documents” means, collectively, this Agreement and all other documents necessary to the closing of the transactions contemplated by this Agreement;

 

  (s)

“Engagement Letters” has the meaning ascribed thereto in Section 2(1) of this Agreement;

 

  (t)

“Environmental Laws” has the meaning ascribed thereto in Section 1(tt) of Schedule “F” of this Agreement;

 

  (u)

“Environmental Permits” has the meaning ascribed thereto in Section 1(uu) of Schedule “F” of this Agreement;

 

  (v)

“FDA” means the U.S. Food and Drug Administration of the U.S. Department of Health & Human Services;

 

  (w)

“Forward-Looking Statements” has the meaning ascribed thereto in Section 1(cccc) of Schedule “F” of this Agreement;

 

  (x)

“Governmental Authority” means any: (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, bureau or agency, domestic or foreign; (b) any subdivision, agent, commission, board, or authority of any of the foregoing; (c) any quasi- governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any stock exchange or self-regulatory authority and, for greater certainty, includes the Securities Commissions and the TSX;

 

  (y)

“Hazardous Substances” has the meaning ascribed thereto in Section 1(tt) of Schedule “F” of this Agreement;

 

  (z)

“Health Regulatory Authority” means the statutory or Governmental Authorities authorized under applicable laws to protect and promote public and animal health through regulation and supervision of therapeutic drug candidates intended for use in humans, including, without limitation, institutional review boards, the FDA, Health Canada, the European Medicines Agency and the U.K. Medicines and Healthcare Products Regulatory Authority;

 

  (aa)

Insolvent” means (i) the present fair saleable value of the Corporation’s assets is less than the amount required to pay the Corporation’s total indebtedness, (ii) the Corporation is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Corporation intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature, or (iv) the Corporation does not have sufficient capital with which to conduct the business in which it is engaged as such business is now conducted or proposed to be conducted;

 

7


  (bb)

“Intellectual Property” means all trade or brand names, business names, trademarks, service marks, copyrights, patents, patent rights, licenses, industrial designs, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), computer software inventions, designs and other industrial or intellectual property of any kind or nature whatsoever (including applications for all of the foregoing and renewals, divisions, continuations, continuations-in-part, extensions and reissues, where applicable, relating thereto);

 

  (cc)

International Jurisdiction” has the meaning ascribed thereto in Section 7(j) of this Agreement;

 

  (dd)

“IP Laws” means all multinational, federal, provincial, state and local laws and regulations applicable to Intellectual Property in Canada, the United States, the European Union and the jurisdictions in which the Corporation has registered Intellectual Property;

 

  (ee)

“Law” means any and all applicable laws, including all statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws or judgments, orders, decisions, rulings or awards of any Governmental Authority, binding on or affecting the person referred to in the context in which the word is used;

 

  (ff)

“Leased Premises” has the meaning ascribed thereto in Section 1(zzz) of Schedule “F” of this Agreement;

 

  (gg)

“Licensed IP” means the Intellectual Property owned by any person other than the Corporation and the Subsidiaries and which the Corporation and/or a Subsidiary uses;

 

  (hh)

“Liens” means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other material right or material claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy such property or assets;

 

  (ii)

“Material Adverse Effect” and “Material Adverse Change” means any effect on or change in either the Corporation or any of the Subsidiaries or the business of the Corporation and the Subsidiaries as described in the Public Disclosure Documents that is or is reasonably likely to (i) be materially adverse to the business, management, shareholders’ equity, results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), or business operations of the Corporation and the Subsidiaries, taken as a whole or (ii) prevent, impair or materially delay the ability of the Corporation and its Subsidiaries to carry out their respective obligations under the Documents or consummate the transactions contemplated by the Documents;

 

  (jj)

“Material Permits” has the meaning ascribed thereto in Section 1(eee) of Schedule “F” of this Agreement;

 

  (kk)

“OFAC” means the Office of Foreign Assets Control of the U.S. Treasury Department;

 

  (ll)

“Offering” has the meaning ascribed thereto in Section 2(1) of this Agreement;

 

  (mm)

“Order” means any order, directive, decree, judgment, ruling, award, injunction, direction or request of any Governmental Authority or other decision-making authority of competent jurisdiction;

 

  (nn)

“PCMLTFA” has the meaning ascribed thereto in Section 7(w) of this Agreement;

 

8


  (oo)

“Product Laws” has the meaning ascribed thereto Section 1(ggg) of Schedule “F” of this Agreement;

 

  (pp)

“Public Disclosure Documents” means all information disseminated to the public or filed by or on behalf of the Corporation since January 1, 2018 with the Securities Commissions or the TSX in compliance, or intended compliance, with Applicable Securities Laws;

 

  (qq)

“Public Record” has the meaning ascribed thereto in Section 5(f) of this Agreement;

 

  (rr)

“Refinancing Closing Date” means the “Closing Date”, as such term is defined in the Restructuring Agreement;

 

  (ss)

“Refinancing Transactions” means the following transactions contemplated by that certain Restructuring Agreement, dated as of the date hereof (the “Restructuring Agreement”), by and among, inter alia, Structured Alpha LP, a Cayman Island exempted limited partnership, as Lender, and the Corporation:

 

  (i)

entering into an agreement to convert all but $10 million of the outstanding debt owing to SALP into Common Shares and concurrently entering into amended and restated credit facilities between the Corporation and SALP to reflect such debt conversion; and

 

  (ii)

amending the exercise price and certain other terms of certain outstanding share purchase warrants of the Corporation owned by SALP and consolidating such warrants in a new single warrant instrument to be issued to SALP;

 

  (tt)

“Registered Corporate IP” means all Corporate IP that is the subject of registration with a national intellectual property office (including, without limitation, the CIPO and the USPTO) for intellectual property or applications for such registration with a national Intellectual Property office;

 

  (uu)

Regulation S” means Regulation S promulgated under the 1933 Act;

 

  (vv)

Regulation D” means Regulation D promulgated under the 1933 Act;

 

  (ww)

“Regulator” has the meaning ascribed thereto in Section 4(1)(d) of this Agreement;

 

  (xx)

“Rights Plan” means (i) the Shareholder Rights Plan Agreement, amended and restated as of March 22, 2018, between the Corporation and Computershare Trust Company of Canada, as rights agent; (ii) the Spin-Off Shareholder Rights Plan Agreement, as amended and restated on March 22, 2018, between, inter alia, the Corporation and Computershare Trust Company of Canada, as rights agent and (iii) any other control share acquisition, business combination, poison pill (including any distribution under a rights agreement), or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Corporation, other than any such arrangement provided for under the SALP Loan Agreement or any share purchase warrants issued to SALP pursuant to the terms of the Restructuring Agreement;

 

  (yy)

“SALP” means Structured Alpha LP;

 

  (zz)

“SALP Loan Agreement” has the meaning ascribed thereto in Section 1(e) of Schedule “F” of this Agreement;

 

  (aaa)

“SEC” means the United States Securities and Exchange Commission;

 

9


  (bbb)

“Securities Commissions” means the securities commissions or other securities regulatory authorities in the Canadian Offering Jurisdictions;

 

  (ccc)

SEDAR” means the System for Electronic Document Analysis and Retrieval, accessed by way of www.sedar.com;

 

  (ddd)

“Subscriber” has the meaning ascribed thereto in the first paragraph of this Agreement;

 

  (eee)

“Subscription Price” has the meaning ascribed thereto in the first paragraph of this Agreement;

 

  (fff)

Subsidiaries” means the subsidiaries of the Corporation as set out in Section 1(e) of Schedule “F” of this Agreement, and “Subsidiary” means any one of them;

 

  (ggg)

“Taxes” has the meaning ascribed thereto in Section 1(v) of Schedule “F” of this Agreement;

 

  (hhh)

“Time of Closing” has the meaning ascribed thereto in Section 3(1) of this Agreement;

 

  (iii)

“Trading Day” means a day on which the Common Shares is listed or quoted and traded on the TSX;

 

  (jjj)

“TSX” means the Toronto Stock Exchange;

 

  (kkk)

United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia;

 

  (lll)

United States Investor” means (i) any person in the United States or any person purchasing on behalf of or for the benefit of any person in the United States, (ii) any person that receives or received an offer of the Common Shares while in the United States, (iii) any U.S. person (within the meaning of Regulation S) or (iv) any person that is in the United States at the time the applicable Subscriber’s buy order was made or this Agreement was executed or delivered;

 

  (mmm)

U.S. Accredited Investor” means an “accredited investor” that meets the criteria in Rule 501(a) of Regulation D under the 1933 Act; and

 

  (nnn)

USPTO” means the United States Patent and Trademark Office.

Section 2 Terms of the Offering

 

(1)

The common shares of the Corporation (the “Common Shares” or the “Securities”) purchased hereunder form part of a larger offering (“Offering”) of 4,931,554,664 Securities by the Corporation pursuant to the terms of the engagement letters (the “Engagement Letters”) between the Corporation and each of Stifel, Nicolaus & Company, Incorporated and Raymond James & Associates, Inc. (collectively, “Agent”). The Offering is being made by the Agent on a “best efforts” private placement basis without underwriting liability.

 

(2)

The Securities will be offered in Canada through the Agent, and in certain other jurisdictions, as contemplated by the Engagement Letters.

 

(3)

Except for the Securities subscribed for hereunder by the Subscriber, for which the Agent is not entitled to any placement fee, the Agent will receive from the Corporation a fee equal to 7% of the aggregate gross proceeds of the Offering payable upon completion of the purchase from the Corporation of the Securities and, subject to the terms of the Engagement Letters, will be entitled to reimbursement of certain of its expenses incurred in connection with the Offering.

 

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(4)

The net proceeds from the Offering will be released to the Corporation on the Closing Date, to be used by the Corporation in the manner set forth in this Agreement.

Section 3 Closing

 

(1)

The completion of the offer, sale and issuance of the Securities as contemplated by this Agreement (the “Closing”) will occur on April 23, 2019 at 8 a.m. Toronto time or such other date and time as may be determined by the Corporation and the Agent (the “Closing Date” and the “Time of Closing”, respectively), provided such date is not later than the Refinancing Closing Date, subject to satisfaction or waiver by the relevant party of the conditions of closing.

 

(2)

The closing of the Offering may be effected by a series of discrete closings involving the Corporation and one or more purchasers of Securities; provided, that the Closing, as defined herein, with respect to the offer, sale and issuance of the Securities as contemplated by this Agreement, shall be effected in accordance with Section 3(1).

 

(3)

A single certificate endorsed by the Corporation representing the Securities subscribed for hereunder will be available for delivery to the Subscriber in Toronto, Ontario, at the Time of Closing upon satisfaction of the conditions of Closing described below. If the Subscriber chooses not to attend the Closing then the Corporation will deliver such certificate to the Subscriber at the address specified by the Subscriber for delivery.

Section 4 Conditions of Closing

 

(1)

The Subscriber, on its own behalf, acknowledges that the offer, sale and issuance of the Securities as contemplated by this Agreement is subject to, among other things, the following conditions being fulfilled or performed on or before the Time of Closing, which conditions are for the exclusive benefit of the Corporation and may be waived, in whole or in part, by the Corporation, acting reasonably:

 

  (a)

The Subscriber delivering or causing to be delivered to the Corporation not later than 2 p.m. EST on the Closing Date at the Corporation’s office at such address as shall be designated by the Corporation prior to the Closing Date:

 

  (i)

One fully completed and duly executed copy of this Agreement, including the Schedules and all other documentation contemplated by this Agreement; and

 

  (ii)

A certified cheque, bank draft or evidence of completed wire transfer as such wire information provided prior to the Closing Date or such other method of payment acceptable to the Corporation, representing the aggregate Subscription Price payable for the Securities subscribed for by the Subscriber;

 

  (b)

The offer, sale and issuance of the Securities being exempt from the prospectus requirements of Applicable Securities Laws. As used in this Agreement, “Applicable Securities Laws” means any and all securities laws including, statutes, rules, regulations, by-laws, policies, guidelines, orders, decisions, rulings and awards, applicable in the jurisdictions in which the Securities will be offered, sold and issued;

 

  (c)

The Subscriber executing and delivering to the Corporation all reports, undertakings or other documents required under Applicable Securities Laws in connection with the offer, sale and issuance of the Securities to the Subscriber;

 

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  (d)

The Corporation obtaining all orders, permits, approvals, waivers, consents, licenses or similar authorizations of Regulators necessary to complete the offer, sale and issuance of the Securities. As used in this Agreement, “Regulator” means (i) any governmental or public entity department, court, commission, board, bureau, agency or instrumentality, (ii) any quasi-governmental, self-regulatory or private body exercising any regulatory authority and (iii) any stock exchange;

 

  (e)

No preliminary or permanent injunction or other Order issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Authority, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement shall be in effect;

 

  (f)

No Order having the effect of suspending the issuance or ceasing the trading of any of the securities of the Corporation issued or made by any Governmental Authority, the Securities Commissions or stock exchange shall be in effect;

 

  (g)

The Refinancing Transactions shall have occurred concurrently with the completion of the transactions contemplated by this Agreement and the Corporation’s outstanding debt owing to SALP shall be $10 million;

 

  (h)

The Subscriber shall have complied in all material respects with all of its agreements, obligations and covenants hereunder; and

 

  (i)

The representations and warranties of the Subscriber shall be true and correct in all material respects at the Time of Closing.

 

(2)

The Corporation acknowledges that the offer, sale and issuance of the Securities as contemplated by this Agreement is subject to, among other things, the following conditions being fulfilled or performed on or before the Time of Closing, which conditions are for the exclusive benefit of the Subscriber and may be waived, in whole or in part, by the Subscriber, acting reasonably:

 

  (a)

The Corporation delivering to the Subscriber not later than 2 p.m. EST on the Closing Date at the Subscriber’s office at such address as shall be designated by the Subscriber prior to the Closing Date:

 

  (i)

One countersigned copy of this Agreement;

 

  (ii)

Legal opinions of legal counsel to the Corporation, dated as of the date of the Closing and in a form acceptable to the Subscriber, executed by such legal counsel and addressed to the Subscriber;

 

  (iii)

Facsimile or PDF copies of the certificates representing the Common Shares (or equivalent transfer agent book-entries) with respect to the Securities purchased hereunder, each bearing the restrictive legends described herein, with original share certificates (or equivalent transfer agent book-entries) to be delivered post-closing within the next two Trading Days by courier by the transfer agent;

 

  (iv)

Certificates of status, good standing or the equivalent of the Corporation and each of the Subsidiaries, issued within two Trading Days prior to the Closing Date; and

 

  (v)

Evidence that the TSX has conditionally approved the listing of all the Common Shares issued in connection with the Refinancing Transactions and the Common Shares issued or issuable in the Offering, subject to the satisfaction of customary conditions;

 

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  (b)

The Refinancing Transactions shall have occurred concurrently with the completion of the transactions contemplated by this Agreement and the Corporation’s outstanding debt owing to SALP shall be $10 million;

 

  (c)

The offer, sale and issuance of the Securities being exempt from the prospectus requirements of Applicable Securities Laws;

 

  (d)

(i) The representations and warranties of the Corporation set forth in Sections 1(a), 1(b), 1(d), 1(f), 1(j) and 1(hh)(i) of Schedule “F” shall be true and correct in all respects (other than any de minimis inaccuracies) as of the Time of Closing and (ii) all other representations and warranties of the Corporation shall be true and correct in all material respects as of the Time of Closing (except only to the extent that any such representation is, by its express terms, limited to a specific date or, with respect to any such representation made or deemed to be made after the date hereof);

 

  (e)

No preliminary or permanent injunction or other Order issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Authority, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement shall be in effect;

 

  (f)

The Corporation shall have waived the application of any Rights Plan in connection with the transactions contemplated by this Agreement and the Refinancing Transactions;

 

  (g)

No Order having the effect of suspending the issuance or ceasing the trading of any of the securities of the Corporation issued or made by any Governmental Authority, the Securities Commissions or stock exchange shall be in effect; and

 

  (h)

The Corporation shall have complied in all material respects with all of its agreements, obligations and covenants hereunder.

Section 5 Acknowledgments of the Subscriber

The Subscriber acknowledges that:

 

  (a)

AN INVESTMENT IN THE SECURITIES IS NOT WITHOUT RISK AND THE SUBSCRIBER MAY LOSE HIS, HER OR ITS ENTIRE INVESTMENT;

 

  (b)

The Corporation may complete additional financings in the future in order to develop the business of the Corporation and fund its ongoing development, and such future financings may have a dilutive effect on current securityholders of the Corporation, including the Subscriber but there is no assurance that such financing will be available, on reasonable terms or at all, and if not available, the Corporation may be unable to fund its ongoing development;

 

  (c)

The offer, sale and issuance of the Securities is exempt from the prospectus requirements of Applicable Securities Laws and, as a result: (i) the Subscriber may not receive information that would otherwise be required under Applicable Securities Laws or be contained in a prospectus prepared in accordance with Applicable Securities Laws and (ii) the Corporation is relieved from certain obligations that would otherwise apply under Applicable Securities Laws;

 

  (d)

No prospectus has been filed with any Regulator in connection with the Offering and no Regulator has made any finding or determination as to the merit for investment in, or made any recommendation or endorsement with respect to, the Securities;

 

13


  (e)

The Securities have not been and will not be registered under the 1933 Act or any state securities laws and the Securities may not be offered or sold in the United States except to those United States Investors who have validly completed Schedule “D”, and in compliance with the requirements of the exemption from registration under the 1933 Act provided by Rule 506(b) of Regulation D and/or afforded by Section 4(a)(2) of the 1933 Act and any applicable state securities laws;

 

  (f)

Any information concerning the Corporation available in its public record (meaning information which has been publicly filed at www.SEDAR.com by the Corporation pursuant to a requirement under Applicable Securities Laws (the “Public Record”) obtained by the Subscriber is without independent investigation or verification by the Agent. The Agent and its respective directors, officers, employees, agents and representatives are not responsible for the preparation of any documents in the Public Record and have not and will not confirm (i) the accuracy or adequacy of any information contained in the Public Record, or (ii) whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under Applicable Securities Laws has been disclosed or filed;

 

  (g)

The Corporation is required to file a report of trade with all applicable Regulators containing personal information about the Subscriber. This report of trade will include the full legal name, residential address, telephone number and email address of the Subscriber, the number and type of Securities purchased, the total purchase price paid for such Securities, the date of the Closing and specific details of the prospectus exemption relied upon under Applicable Securities Laws to complete such purchase, including how the Subscriber qualifies for such exemption. In Ontario, this information is collected indirectly by the securities regulatory authority or regulator in the applicable jurisdiction under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation of such jurisdiction. In Ontario, this information is collected indirectly by the Ontario Securities Commission. The Subscriber may contact the Inquiries Officer at the Ontario Securities Commission at 20 Queen Street West, 22nd Floor, Toronto, Ontario, M5H 3S8 or by telephone at (416) 593-8314 for more information regarding the indirect collection of such information by the Ontario Securities Commission. In the other Canadian jurisdictions, the Subscriber may contact the relevant public official by way of the applicable contact information provided in Schedule “A” attached hereto. The Corporation may also be required pursuant to Applicable Securities Laws to file this Agreement on SEDAR. By completing this Agreement, the Subscriber authorizes the indirect collection of the information described in this Section 4(g) by all applicable Regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable Regulators and (ii) the filing of this Agreement on SEDAR; and

 

  (h)

The Securities are being offered on a “private placement” basis, are expected to be listed and quoted for trading on the facilities of the TSX and will be subject to resale restrictions under Applicable Securities Laws and the rules of the TSX, and the Corporation may make a notation on its records or give instructions to any transfer agent of the Common Shares in order to implement such resale restrictions.

Section 6 Legends

 

  (a)

The certificates representing the Common Shares (and any replacement certificate issued prior to the expiration of the applicable hold periods), if any, will bear the following legend in accordance with Applicable Securities Laws and as required by the TSX:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]

 

14


  (b)

The certificates representing the Common Shares (and any replacement certificate issued prior to the expiration of the applicable hold periods) will bear a legend substantially in the form of the following legend as required by the TSX (it being understood that such legend can be removed at the expiration of the applicable hold periods):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT ‘GOOD DELIVERY’ IN SETTLEMENT OF TRANSACTIONS ON THE TSX”.

And if sold to a United States Investor:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION, THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT COVERING THE PROPOSED DISPOSITION AND SUCH DISPOSITION IS MADE IN ACCORDANCE WITH THE REGISTRATION STATEMENT, (B) TO THE CORPORATION, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (D) IN COMPLIANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF APPLICABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF APPLICABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES”.

 

  (c)

Notwithstanding anything to the contrary herein, any restrictions imposed by this Section 6 upon the transferability of any particular Security shall cease and terminate, and the Corporation shall cause the transfer agent to (x) remove the legend set forth in this Section 6 and (y) issue a certificate without such legend (or make equivalent unlegended book-entries representing the Securities), if (i) such Securities are registered for resale under the 1933 Act (provided that, if a Subscriber is selling pursuant to an effective registration statement registering the Securities for resale, such Subscriber agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are validly sold or transferred pursuant to Rule 144 or Rule 144A, (iii) such Securities are not restricted securities for purposes of Rule 144, (iv) such Securities are eligible for sale pursuant to Rule 903 or Rule 904 of Regulation S under the 1933 Act by delivery of a declaration substantially in the form of Annex “A” to Schedule “E” (the “Declaration”) or (v) such Securities are eligible for sale in another transaction that does not require registration under the 1933 Act or any applicable state securities laws. Following such time as a legend is no longer required for applicable Securities, the Corporation will, no later than two (2) Trading Days (such second (2nd) Trading Day, the “Deadline Date”) following the delivery by such Subscriber to the transfer agent (with notice to the Corporation) of a

 

15


legended certificate representing the Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), in accordance with its terms, and, in each case, a certificate or transfer agent book-entry representing such Securities that is free from all restrictive and other legends. At any time after such Subscriber’s delivery of the Declaration, upon the request of such Subscriber, the Corporation will deliver to such Subscriber, within two (2) Trading Days of such request, a certificate, dated as of or promptly after the date of the request and signed by its Chief Executive Officer or its Chief Financial Officer, certifying that the representations and warranties set forth in Section 1(q) of Schedule “F” shall be true and correct in all respects as of the date of the certificate; provided, however, that the Corporation need not deliver such a certificate if such representations and warranties are not true and correct as of the date of the certificate.

 

  (d)

The Corporation acknowledges and agrees that the Subscriber may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with Applicable Securities Laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Corporation and no legal opinion of legal counsel or any other declaration of the Corporation to the pledgee, secured party or pledgor shall be required in connection with the pledge. At the applicable Subscriber’s sole expenses, the Corporation will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities.

Section 7 Representations and Warranties of the Subscriber

The Subscriber represents and warrants as follows to the Corporation and the Agent at the date of this Agreement and at the Time of Closing and acknowledges and confirms that the Corporation and the Agent are relying on such representations and warranties in connection with the offer, sale and issuance of the Securities to the Subscriber:

 

  (a)

THE SUBSCRIBER HAS KNOWLEDGE IN FINANCIAL AND BUSINESS AFFAIRS, IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SECURITIES, AND IS ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT EVEN IF THE ENTIRE INVESTMENT IS LOST;

 

  (b)

The Subscriber has not been provided with a prospectus, an offering memorandum or any other document in connection with its subscription for Securities and the decision to subscribe for Securities and execute this Agreement has not been based upon any verbal or written representation made by or on behalf of the Corporation (except for the representations and warranties of the Corporation set forth in the Documents), the Agent or any employee or agent of either the Corporation or the Agent and has been based entirely upon this Agreement and information contained in the Public Record;

 

  (c)

The distribution of the Securities has not been made through, or as a result of, and is not being accompanied by, (i) a general solicitation, (ii) any advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or (iii) any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

 

  (d)

If the Subscriber is a resident of Canada, the Subscriber is eligible to purchase the Securities pursuant to an exemption from the prospectus requirements of Applicable Securities Laws. The Subscriber has completed and delivered to the Corporation the applicable certificate in Schedule “C”, including any applicable Schedules and Annexes attached thereto, evidencing the Subscriber’s status and criteria for reliance on the relevant prospectus exemption under Applicable Securities Laws and:

 

16


  (i)

confirms that it complies with the criteria for reliance on the prospectus exemption and the truth and accuracy of all statements made in such certificate as of the date of this Agreement and as of the Time of Closing;

 

  (ii)

understands that the Corporation is required to verify that the Subscriber satisfies the relevant criteria to qualify for the prospectus exemption; and

 

  (iii)

may be required to provide additional information or documentation to evidence compliance with the prospectus exemption;

 

  (e)

Neither (A) the Subscriber nor (B) to the Subscriber’s knowledge, any entity that controls the Subscriber or is under the control of, or under common control with, the Subscriber, is subject to any disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the 1933 Act (a “Disqualification Event”), except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the 1933 Act and disclosed in writing in reasonable detail to the Corporation. The Subscriber represents that the Subscriber has exercised reasonable care to determine the accuracy of the representation made by the Subscriber in this paragraph (e) and agrees to notify the Corporation if the Subscriber becomes aware of any fact arising prior to the Closing that makes the representation given by the Subscriber hereunder inaccurate;

 

  (f)

The Subscriber is not, and is not an affiliate of, and immediately after receipt and application of payment for the Securities will not be, or be an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

 

  (g)

Unless the Subscriber is in the United States and has completed Schedule “D” to this Agreement, the Subscriber agrees that:

 

  (i)

the Subscriber is not in the United States, is a non-U.S. person (within the meaning of Regulation S promulgated under the 1933 Act) and is not acquiring the Common Shares for the account or benefit of a person in the United States;

 

  (ii)

the Common Shares have not been offered to the Subscriber in the United States, and the individuals making the order to purchase the Common Shares and executing and delivering this Agreement on behalf of the Subscriber were not in the United States when the order was placed and this Agreement was executed and delivered;

 

  (iii)

the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the 1933 Act;

 

  (iv)

the Subscriber undertakes and agrees that it will not offer or sell, directly or indirectly, any of the Common Shares in the United States unless such securities are registered under the 1933 Act and the securities laws of all applicable states of the United States, or an exemption from such registration requirement is available to the Subscriber;

 

  (v)

the Corporation is required to refuse to register any transfer of the Common Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; and

 

17


  (vi)

the Subscriber has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Corporation;

 

  (h)

If the Subscriber is a United States Investor, then the Subscriber on its own behalf and, if applicable, on behalf of others for whom it is hereby acting, that:

 

  (i)

the Securities have not been and will not be registered under the 1933 Act, or any state securities laws, and that the sale contemplated hereby is being made in the United States only to U.S. Accredited Investors in reliance on the private placement exemption provided by Rule 506(b) of Regulation D and/or afforded by Section 4(a)(2) of the 1933 Act and similar exemptions under state securities laws;

 

  (ii)

the Securities will be “restricted securities” within the meaning of Rule 144 under the 1933 Act, and therefore may not be offered or sold by it, except in compliance with Section 7(h)(v) below and that the certificates representing the Securities will contain a legend in respect of such restrictions as set out in Section 6(b);

 

  (iii)

the Subscriber is a U.S. Accredited Investor and as of the Time of the Closing, shall have completed and signed the U.S. Accredited Investor Certificate in Schedule “D”;

 

  (iv)

the Subscriber is acquiring the Securities for its own account or for the account of one or more U.S. Accredited Investors as to which it exercises sole investment discretion, and not with a view to any resale, distribution or other disposition thereof in violation of the registration requirements of the U.S. federal securities laws or state securities laws;

 

  (v)

if it decides to offer, sell or otherwise transfer any of the Securities, it will only offer, sell or otherwise transfer any of such Securities if (i) such Securities are registered for resale under the 1933 Act (provided that, if the Subscriber is selling pursuant to an effective registration statement registering the Securities for resale, the Subscriber agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are validly sold or transferred pursuant to Rule 144 or Rule 144A, (iii) such Securities are not restricted securities for purposes of Rule 144, (iv) such Securities are eligible for sale pursuant to Rule 903 or Rule 904 of Regulation S under the 1933 Act or (v) such Securities are eligible for sale in another transaction that does not require registration under the 1933 Act or any applicable state securities laws;

 

  (vi)

the Corporation (A) is not obligated to remain a “foreign issuer” within the meaning of Regulation S, (B) may not, at the time the Securities are resold or otherwise transferred by it or at any other time, be a foreign issuer, and (C) may engage in one or more transactions that could cause the Corporation not to be a foreign issuer;

 

  (vii)

it acknowledges that it has not purchased the Securities as a result of any form of directed selling efforts (as such term is defined in Rule 902(c) of Regulation S);

 

  (viii)

it understands and agrees that the financial statements of the Corporation have been or will be prepared in accordance with the International Financial Reporting Standards, which differ in some respects from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies;

 

18


  (ix)

it consents to the Corporation making a notation on its records or giving instruction to the registrar and transfer agent of the Corporation in order to implement the restrictions on transfer set forth and described herein;

 

  (x)

it understands and acknowledges that the Corporation is not obligated to file and, except as expressly contemplated by the terms of the Restructuring Agreement, has no present intention of filing with the SEC or with any state securities regulatory authority any registration statement in respect of resales of the Securities;

 

  (xi)

it understands and agrees that there may be material tax consequences to the Subscriber of an acquisition or disposition of any of the Securities. The Corporation gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the undersigned’s acquisition or disposition of such Securities and the Subscriber acknowledges that it is solely responsible for determining the tax consequences of its investment; and

 

  (xii)

it has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Corporation;

 

  (i)

The Subscriber was not created solely to purchase or hold Securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” provided in Schedule “C”;

 

  (j)

if the Subscriber is resident in or otherwise subject to the securities laws of any jurisdiction outside of Canada and the United States (the “International Jurisdiction”), then:

 

  (i)

the Subscriber is purchasing the Securities as principal;

 

  (ii)

the Subscriber has completed, executed and delivered a Foreign Subscriber Certificate in the form attached hereto as Schedule “E”;

 

  (iii)

the Subscriber is knowledgeable of, or has been independently advised as to, the Applicable Securities Laws of the International Jurisdiction which would apply to this subscription, if there are any;

 

  (iv)

the delivery of the Subscription Agreement, the acceptance of it by the Corporation and the issuance of the Securities to the Subscriber complies with all laws applicable to the Subscriber, including the laws of such purchaser’s jurisdiction of residence, and all other applicable laws, and will not cause the Corporation to become subject to, or require it to comply with, any disclosure, prospectus, filing or reporting requirements under any applicable laws of the International Jurisdiction;

 

  (v)

the Corporation is offering and selling the Common Shares and the Subscriber is purchasing the Common Shares pursuant to exemptions from the prospectus and registration requirements under the Applicable Securities Laws of the International Jurisdiction or, if such is not applicable, the Corporation is permitted to offer and sell the Common Shares and the Subscriber is permitted to purchase the Common Shares under the Applicable Securities Laws of such International Jurisdiction without the need to rely on exemptions;

 

19


  (vi)

the securities laws do not require the Corporation to register any of the Securities, file a prospectus, registration statement, offering memorandum or similar document, or make any filings or disclosures or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; and

 

  (vii)

the Subscriber has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Corporation;

 

  (k)

The Subscriber was offered the Securities in, and is resident in, the jurisdiction set out as the “Subscriber’s Address” on the first page of this Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Securities to the Subscriber;

 

  (l)

The Subscriber has been independently advised as to and is aware of the resale restrictions under Applicable Securities Laws with respect to the Common Shares;

 

  (m)

None of the funds that the Subscriber is using to purchase the Securities are to the knowledge of the Subscriber, proceeds obtained or derived, directly or indirectly, as a result of illegal activities;

 

  (n)

The Subscriber has not received, nor does it expect to receive any financial assistance from the Corporation, directly or indirectly, in respect of the Subscriber’s purchase of Securities;

 

  (o)

No person has made any oral or written representations to the Subscriber: (i) that any person will resell or repurchase the Securities; (ii) that any person will refund the purchase price of the Securities; or (iii) as to the future value or price of any of the Securities;

 

  (p)

Except as expressly set forth in the Restructuring Agreement, no person has made any written or oral representation that the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post the Securities for trading on a stock exchange;

 

  (q)

If the Subscriber is an individual, he or she is of legal age and is legally competent to execute, deliver and perform his or her obligations under this Agreement. If the Subscriber is not an individual, (i) it has the legal capacity and competence to execute, deliver and perform its obligations under this Agreement; and (ii) the execution and delivery of and performance by the Subscriber of this Agreement have been authorized by all necessary corporate or other action on the part of the Subscriber;

 

  (r)

If the Subscriber is subscribing on its own behalf, this Agreement has been duly executed and delivered by the Subscriber, and constitutes a legal, valid and binding agreement of the Subscriber enforceable against him, her or it in accordance with its terms;

 

  (s)

The execution and delivery of and performance by the Subscriber of this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event of condition) result in a material breach or violation of or a conflict with, or allow any other person to exercise any rights under any of the terms or provisions of the Subscriber’s constating documents or by-laws, if applicable, or, except for any such breach, violation or conflict that would not have a material adverse effect on the business of the Subscriber or on the Subscriber’s ability to perform its obligations under the Documents, any other contract, agreement, instrument, undertaking or covenant to which the Subscriber is a party or by which it is bound;

 

20


  (t)

There is no person acting or purporting to act on behalf of the Subscriber in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee;

 

  (u)

The Subscriber is not engaged in the business of trading in securities or exchange contracts as a principal or agent and does not hold himself, herself or itself out as engaging in the business of trading in securities or exchange contracts as a principal or agent, or is otherwise exempt from any requirements to be registered as a dealer under National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations;

 

  (v)

The Subscriber has obtained such legal and tax advice as it considers appropriate in connection with the offer, sale and issuance of the Securities and the execution, delivery and performance by it of this Agreement and the transactions contemplated by this Agreement. The Subscriber is not relying on the Corporation, the Agent, their affiliates or counsel to any of them in this regard; and

 

  (w)

To the knowledge of the Subscriber, the funds representing the aggregate Subscription Price advanced by the Subscriber (or on behalf of the Subscriber) are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). To the best of the Subscriber’s actual knowledge none of the subscription funds to be provided by the Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity (A) with whom the Corporation would be prohibited from dealing with under applicable money laundering, terrorist financing, economic sanctions, criminal or other similar laws or regulations or (B) who has not been identified to the Subscriber. The Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and other information relating to this Agreement and the Subscriber’s subscription hereunder, on a confidential basis pursuant to the PCMLTFA or other laws or regulations and shall promptly notify the Corporation if the Subscriber discovers that any of the foregoing representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith.

Section 8 Covenants of the Subscriber

 

(1)

The Subscriber will execute, deliver, file and otherwise assist the Corporation in filing any reports, undertakings and other documents required under Applicable Securities Laws in connection with the offer, sale and issuance of the Securities.

Section 9 Covenants of the Corporation

 

(1)

The Corporation shall use its reasonable best efforts to (i) maintain the listing of its Common Shares on the TSX and (ii) timely file (or obtain extensions in respect thereof and file within the applicable grace period) all documents, reports and information, in the required form, required to be filed by the Corporation after the date hereof pursuant to Applicable Securities Laws and requirements of the TSX, together with applicable filing fees and other information.

 

(2)

The Corporation shall not, and shall use its commercially reasonable efforts to ensure that no affiliate of the Corporation shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the 1933 Act) that will be integrated with the offer or sale of the Securities for the purposes of any applicable law, regulation or stockholder approval provisions, including, without limitation, under the rules and regulations of the TSX, other than in respect of the rights offering to be conducted after the Closing Date.

 

21


(3)

No claim will be made or enforced by the Corporation, or by any other person with the consent of the Corporation, that the Subscriber or any other subscriber or participant in the Offering or the Refinancing Transactions is an “Acquiring Person” or term of similar import under any Rights Plan or that any such subscriber or participant (including the Subscriber) could be deemed to trigger the provisions of any Rights Plan, in either case solely by virtue of receiving Securities under the Documents or the Restructuring Agreement and any other subscribers’ or participants’ receiving Corporation securities pursuant to any other issuance of Corporation securities contemplated by the Corporation on the Closing Date (including the Refinancing Transactions) or the date of any rights offering after the Closing Date under any other document between the Corporation and such other subscribers or participants (including the Restructuring Agreement). No Rights Plan will be applicable to the Subscriber or any other subscriber or participant in the Offering or the Refinancing Transactions as a result of the Subscriber and the Corporation fulfilling their obligations or exercising their rights under the Documents (including, without limitation, the Corporation’s issuance of the Securities and the Subscriber’s ownership of the Securities) and any other subscribers, purchasers and/or participants and the Corporation fulfilling their obligations or exercising their rights under any documents (including the Restructuring Agreement) with respect to any other issuances of Corporation securities contemplated by the Corporation on the Closing Date (including the Refinancing Transactions) or the date of any rights offering after the Closing Date. The Subscriber or any other subscriber or participant in the Offering or the Refinancing Transactions will not be upon the issuance of the Securities at Closing or the date of any rights offering after the Closing Date and upon any other issuances of Corporation securities contemplated by the Corporation on the Closing Date (including issuances in respect of the Refinancing Transactions) or the date of any rights offering after the Closing Date, an “Acquiring Person” or term of similar import under any Rights Plan and no “Stock Acquisition Date” or other triggering event under any Rights Plan will occur upon the issuance of the Securities at Closing and upon any other issuances of Corporation securities contemplated by the Corporation on the Closing Date or the date of any rights offering after the Closing Date. None of the Subscriber or any other subscriber or participant in the Offering or the Refinancing Transactions will be deemed to be acting jointly or in concert with any other subscriber or purchaser (including the Subscriber) under any other issuances of Corporation securities contemplated by the Corporation on the Closing Date or the date of any rights offering after the Closing Date for the purposes of any Rights Plan as a result of being a party to the Documents or the Restructuring Agreement, any transactions in accordance with the Documents and the Restructuring Agreement and/or any other issuances of Corporation securities contemplated by the Corporation on the Closing Date or the date of any rights offering after the Closing Date.

 

(4)

Except with respect to the material terms and conditions of the transactions contemplated by the Documents, including this Agreement, or as expressly required by any applicable securities law, the Corporation covenants and agrees that neither it, nor any other person acting on its behalf, will provide the Subscriber or its agents or counsel with any information regarding the Corporation that the Corporation believes constitutes material non-public information without the express written consent of the Subscriber, unless prior thereto the Subscriber shall have executed a written agreement regarding the confidentiality and use of such information. The Corporation understands and confirms that the Subscriber shall be relying on the foregoing covenant in effecting transactions in securities of the Corporation.

 

(5)

The Corporation shall use the net proceeds from the sale of the Securities hereunder for working capital purposes or general corporate purposes.

 

(6)

(a) Subject to the provisions of this Section 9(6), the Corporation will indemnify and hold the Subscriber, its affiliates and its and its affiliates’ directors, officers, shareholders, members, partners, employees and agents (and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title), each person who controls the Subscriber (within the meaning of Section 15 of the 1933 Act and Section 20 of the Securities Exchange Act of 1934), and the directors, officers, shareholders, agents, members,

 

22


  partners or employees (and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, an “Indemnified Party”) harmless from any and all direct losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court and settlement costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any Indemnified Party may suffer or incur as a result of or relating to or arising out of (i) any breach of any of the representations, warranties, covenants, obligations or agreements of the Corporation or its Subsidiaries set forth in the Documents (unless to the extent that it shall have been determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that such Losses are the direct result of conduct by the Subscriber which constitutes fraud, gross negligence, willful misconduct or malfeasance); (ii) any of the transactions (including the Refinancing Transactions) contemplated by the Documents or the Restructuring Agreement (including in respect of any rights plan (including the Rights Plans) or the waiver of application or amendment, modification or termination of any rights plan (including the Rights Plans); or (iii) any Action instituted against the Subscriber in any capacity, or its affiliates, by any person who is not an affiliate of the Subscriber relating to the transactions contemplated by the Documents or the Refinancing Transactions.

(b) If a claim for indemnification under this Section 9(6) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then the Corporation, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Corporation and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Corporation and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Corporation or such Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 9(6) was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 9(6)(b) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in this Section 9(6)(b).

(c) Promptly after receipt by any Indemnified Party of notice of any Action from a third party, in respect of which indemnity may be sought pursuant to this Section 9(6), such Indemnified Party shall promptly notify the Corporation in writing and, upon written notice to the Indemnified Party within 30 days of receipt of such notice from the Indemnified Party, the Corporation shall be permitted to assume the defense thereof, including the employment of counsel satisfactory to such Indemnified Party, and shall assume the payment of all reasonable fees and expenses relating to such Action; provided, however, that the failure of any Indemnified Party so to notify the Corporation shall not relieve the Corporation of its obligations hereunder except to the extent that the Corporation is actually and materially prejudiced by such failure to notify. In any such Action for which the Corporation has assumed the defense in accordance with the previous sentence, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Corporation and the Indemnified Party shall have mutually agreed to the retention of such counsel; (ii) the Corporation shall have failed promptly to assume the defense of such Action and to employ counsel satisfactory to such Indemnified Party in such Action; or (iii) in the reasonable judgment of counsel to such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them (in respect of clauses (ii) and (iii), if such Indemnified Party notifies the Corporation in writing that it elects to employ separate counsel at the expense of the Corporation, the Corporation shall not have the right to assume the defense thereof and the reasonable fees and expenses of separate counsel shall be at the expense of the Corporation).

 

23


(d) The Corporation shall not be liable for any settlement of any Action effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned, the Corporation shall not effect any settlement of any pending or threatened Action in respect of which any Indemnified Party is or could have been a party and indemnity may be sought hereunder by such Indemnified Party (whether or not such Indemnified Party is an actual or potential party to such action or claim), unless such settlement (i) includes an unconditional release of such Indemnified Party and its affiliates from all liability arising out of such Action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the Indemnified Party or any of its affiliates. All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Action) shall be paid to the Indemnified Party, as incurred, within five (5) Trading Days of written notice thereof to the Corporation (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder), provided that the Corporation may require such Indemnified Party to undertake to reimburse all such fees and expenses in the case of indemnification pursuant to Section 9(6)(a)(i), to the extent that it is determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that the Losses of such Indemnified Party are the result of conduct by the Indemnified Party which constitutes fraud, gross negligence, willful misconduct or malfeasance.

 

(7)

The Corporation shall comply in all material respects with any filing or other requirements of the TSX in connection with the transactions (including the issuance of Securities) contemplated by this Agreement.

 

(8)

If applicable, the Corporation agrees to timely file a Form D with the SEC with respect to the Securities as required under Regulation D. The Corporation shall take such action as the Corporation shall reasonably determine is necessary in order to timely obtain an exemption for or to qualify the Securities for sale to the Subscriber under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification).

 

(9)

The Corporation shall deliver, or cause to be delivered, the original stock certificates (or equivalent transfer agent book-entries) with respect to the respective Securities purchased by the Subscriber to the Subscriber within the next two Trading Days following the Closing by courier.

 

(10)

The Corporation agrees to make available, upon request, the information specified in Rule 144A(d)(4) under the 1933 Act, unless the Corporation is then subject to Section 13 or 15(d) of the Exchange Act of 1934, as amended or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act of 1934, as amended.

 

(11)

None of the Corporation, its affiliates nor any person acting on its behalf will, within the 6 months following the date of this Agreement, directly or indirectly, make any offers or sales of any Corporation security or solicit any offers to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D and/or afforded by Section 4(a)(2) of the 1933 Act in connection with the offer and sale by the Corporation of the Securities as contemplated hereby or (ii) cause the offering of the Securities pursuant to the Documents to be integrated with future offerings by the Corporation for purposes of any applicable law, regulation or stockholder approval provisions, including, without limitation, under the rules and regulations of the TSX.

 

24


(12)

Except for the rights offering to be conducted after the Closing Date in accordance with the terms of the Restructuring Agreement and the use by the Corporation of its “at-the-market” equity distribution program, neither the Corporation nor any of its affiliates nor any person acting on behalf of the Corporation will, within the 6 months following the date of this Agreement, engage in any form of general solicitation or general advertising (as defined in Regulation D), including but not limited to: (A) any advertisement, article, notice or other communication which is published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees are invited by any general solicitation or general advertising in connection with the offer or sale of Securities.

 

(13)

The Subscriber shall be a registered holder of Common Shares of the Corporation as of the record date determined by the Board for purposes of participating in the rights offering to be conducted after the Closing Date, as contemplated by the Restructuring Agreement, and the Board shall not declare any record date for such purpose unless the Subscriber is a registered holder as of such record date.

Section 10 Representations and Warranties of the Corporation

The Corporation represents and warrants to, and covenants and agrees with, the Subscriber that each of the matters set forth in Schedule “F” are true and correct at the date of this Agreement and shall be true and correct at the Time of Closing (except only to the extent that any such representation is, by its express terms, limited to a specific date or, with respect to any such representation made or deemed to be made after the date hereof), and acknowledges and confirms that the Subscriber is relying upon these representations and warranties in connection with in connection with the offer, sale and issuance of the Securities to the Subscriber, entering into this Agreement and performing its obligations hereunder.

Section 11 Survival

The representations and warranties contained in this Agreement and any certificate or document delivered pursuant to or in connection with this Agreement will survive Closing and continue in full force and effect for a period of three years notwithstanding any subsequent disposition or exchange of the Securities. The agreements and covenants contained herein shall survive the Closing and the delivery of the Securities and continue in full force and effect indefinitely or until performed in full.

Section 12 Schedules

The following Schedules are incorporated into and form an integral part of this Agreement, and any reference to this Agreement includes the Schedules:

 

Schedule “A”    Securities Commission Contact Information
Schedule “B”    Capitalization
Schedule “C”    Accredited Investor Certificate
Schedule “D”    U.S. Accredited Investor Certificate
Schedule “E”    Foreign Subscriber Certificate
Schedule “F”    Representations and Warranties of the Corporation

 

25


Section 13 Interpretation

Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa. The division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect the Agreement’s interpretation. In this Agreement (i) the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”, (ii) the words “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”.

Section 14 Assignment

This Agreement becomes effective when executed by all of the parties to it. After that time, it will be binding upon and enure to the benefit of the parties and their respective successors, heirs, executors, administrators and legal representatives. This Agreement is not transferable or assignable by any party to it.

Section 15 Entire Agreement

This Agreement (together with all Schedules and attachments hereto) constitutes the entire agreement between the parties with respect to the transactions contemplated by it and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement (together with all Schedules and attachments hereto). The parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of amendment, by the Corporation and the Subscriber or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

Section 16 Time of Essence

Time is of the essence in this Agreement.

Section 17 Governing Law

This Agreement will be governed by, interpreted and enforced in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein (without regard to the conflicts of laws principles thereof). Each of the Corporation and the Subscriber irrevocably attorns and submits to the exclusive jurisdiction of the courts sitting in the City of Toronto, Province of Ontario with respect to any matters arising out of this Agreement and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

Section 18 Language of Documents

It is the express wish of the parties to this Agreement that this Agreement and all related documents be drafted in English. Les parties aux présentes conviennent et exigent que cette convention ainsi que tous les documents s’y rattachant soient rédigés en langue anglaise.

 

26


Section 19 Execution by Facsimile and Counterparts

This Agreement including the Schedules may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together will be deemed to constitute one and the same document.

Section 20 Currency

References in this Agreement and the Schedules to “$” or “C$” are to Canadian dollars, unless otherwise indicated.

[Signature Page Follows]

 

27


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

THE CORPORATION:
PROMETIC LIFE SCIENCES INC.
By:  

(s) Simon Best

Name: Simon Best
Title: Interim President and Chief Executive Officer

[Signature Page to Subscription Agreement]


SUBSCRIBER:
STRUCTURED ALPHA LP, by its general partner Thomvest Asset Management Ltd.
By:   (s) Stefan V. Clulow
Name: Stefan V. Clulow
Title: Managing Director and Chief Investment Officer

[Signature Page to Subscription Agreement]


SCHEDULE “A”

SECURITIES COMMISSION CONTACT INFORMATION

 

Alberta Securities Commission

Suite 600, 250 – 5th Street SW

Calgary, Alberta T2P 0R4

Telephone: (403) 297 6454

Toll free in Canada: 1-877-355-0585

Facsimile: (403) 297-2082

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, British Columbia V7Y 1L2

Inquiries: (604) 899-6854

Toll free in Canada: 1-800-373-6393

Facsimile: (604) 899-6581

Email: inquiries@bcsc.bc.ca

The Manitoba Securities Commission

500 – 400 St. Mary Avenue

Winnipeg, Manitoba R3C 4K5

Telephone: (204) 945-2548

Toll free in Manitoba 1-800-655-5244

Facsimile: (204) 945-0330

Financial and Consumer Services Commission

(New Brunswick)

85 Charlotte Street, Suite 300

Saint John, New Brunswick E2L 2J2

Telephone: (506) 658-3060

Toll free in Canada: 1-866-933-2222

Facsimile: (506) 658-3059

Email: info@fcnb.ca

Government of Newfoundland and Labrador

Financial Services Regulation Division

P.O. Box 8700

Confederation Building

2nd Floor, West Block

Prince Philip Drive

St. John’s, Newfoundland and Labrador A1B 4J6

Attention: Director of Securities

Telephone: (709) 729-4189

Facsimile: (709) 729-6187

Government of the Northwest Territories

Office of the Superintendent of Securities P.O. Box 1320

Yellowknife, Northwest Territories X1A 2L9

Attention: Deputy Superintendent, Legal & Enforcement

Telephone: (867) 920-8984

Facsimile: (867) 873-0243

Nova Scotia Securities Commission

Suite 400, 5251 Duke Street

Duke Tower

P.O. Box 458

Halifax, Nova Scotia B3J 2P8

Telephone: (902) 424-7768

Facsimile: (902) 424-4625

Government of Nunavut Department of Justice Legal

Registries Division P.O. Box 1000, Station 570

1st Floor, Brown Building

Iqaluit, Nunavut X0A 0H0

Telephone: (867) 975-6590

Facsimile: (867) 975-6594

Ontario Securities Commission

20 Queen Street West, 22nd Floor

Toronto, Ontario M5H 3S8

Telephone: (416) 593- 8314

Toll free in Canada: 1-877-785-1555

Facsimile: (416) 593-8122

Email: exemptmarketfilings@osc.gov.on.ca

Public official contact regarding indirect collection of information: Inquiries Officer

Prince Edward Island Securities Office

95 Rochford Street, 4th Floor Shaw Building

P.O. Box 2000

Charlottetown, Prince Edward Island C1A 7N8

Telephone: (902) 368-4569

Facsimile: (902) 368-5283

Autorité des marchés financiers

800, Square Victoria, 22e étage C.P. 246, Tour de la Bourse Montréal, Québec H4Z 1G3

Telephone: (514) 395-0337 or 1-877-525-0337

Facsimile: (514) 873-6155 (For filing purposes only) Facsimile: (514) 864- 6381 (For privacy requests only)

Email: financementdessocietes@lautorite.qc.ca (For corporate finance

issuers); fonds_dinvestissement@lautorite.qc.ca (For investment fund issuers)

Financial and Consumer Affairs Authority of Saskatchewan

Suite 601 - 1919 Saskatchewan Drive

Regina, Saskatchewan S4P 4H2

Telephone: (306) 787-5879

Facsimile: (306) 787-5899

Government of Yukon

Department of Community Services

Law Centre, 3rd Floor

2130 Second Avenue

Whitehorse, Yukon Y1A 5H6

Telephone: (867) 667-5314

Facsimile: (867) 393-6251

 

 

A-1


SCHEDULE “B”

CAPITALIZATION

[DELETED – CAPITALIZATION]

 

B-1


SCHEDULE “C”

ACCREDITED INVESTOR CERTIFICATE

(ALBERTA, BRITISH COLUMBIA, MANITOBA, NEWFOUNDLAND AND LABRADOR, NORTHWEST TERRITORIES, NEW BRUNSWICK, NOVA SCOTIA, NUNAVUT, ONTARIO, PRINCE EDWARD ISLAND, QUEBEC, SASKATCHEWAN AND YUKON)

 

TO:

PROMETIC LIFE SCIENCES INC. (THE “ISSUER”)

 

AND TO:

RAYMOND JAMES LTD. (THE “AGENT”)

 

AND TO:

STIKEMAN ELLIOTT LLP

 

RE:

PURCHASE OF COMMON SHARES (THE “SECURITIES”) OF THE ISSUER

 

 

REPRESENTATIONS AND WARRANTIES

In connection with the purchase by the undersigned (the “Subscriber”) of the Securities, the Subscriber hereby represents, warrants and certifies to the Issuer that the Subscriber:

 

  (i)

is purchasing the Securities as principal;

 

  (ii)

is resident in or is subject to the laws of the Province or Territory of (check one):

 

  ☐ Alberta    ☐ Northwest Territories    ☐ Prince Edward Island
  ☐ British Columbia    ☐ Nova Scotia    ☐ Quebec
  ☐ Manitoba    ☐ Nunavut    ☐ Saskatchewan
  ☐ Newfoundland and Labrador    ☐ Ontario    ☐ Yukon
  ☐ New Brunswick      

 

  (iii)

is an “accredited investor” (as defined in National Instrument 45-106 – Prospectus Exemptions) by virtue of satisfying the indicated criterion on Annex “A” to this certificate; and

 

  (iv)

has not been provided with any offering memorandum (as such term is defined in Annex “A” to this Schedule “C”) in connection with the purchase of the Securities.

IMPORTANT INFORMATION REGARDING THE COLLECTION OF PERSONAL INFORMATION

The Issuer is required to file a report of trade with all applicable securities regulatory authorities containing personal information about the Subscriber and, if applicable, any disclosed beneficial purchaser of the Securities. The Subscriber acknowledges that it has been notified by the Issuer:

 

  (i)

of such delivery of a report of trade containing the full legal name, residential address, telephone number and email address of each Subscriber or disclosed beneficial purchaser, the number and type of Securities purchased, the total purchase price paid for such Securities, the date of the purchase and specific details of the prospectus exemption relied upon under Applicable Securities Laws to complete such purchase, including how the Subscriber or disclosed beneficial purchaser qualifies for such exemption;

 

C-1


  (i)

that this information is collected indirectly by the applicable securities regulatory authority or regulator under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation; and

 

  (ii)

that the Subscriber may contact the applicable securities regulatory authority or regulator by way of the contact information provided in Schedule “A” for more information regarding the indirect collection of such information.

By completing this certificate, the Subscriber authorizes the indirect collection of this information by each applicable securities regulatory authority or regulator and acknowledges that such information is made available to the public under applicable securities legislation.

Certified at _ ____________ this _____ day of __________, 2019.

 

 

   

 

Witness (if Subscriber is an individual)     Name of Individual Subscriber
   

 

    [PRINT NAME OF PURCHASER ENTITY]
    By:  

 

      Name:
      Office or Title (if Subscriber is a
      Corporation or other Legal Entity):

 

C-2


ANNEX “A”

TO ACCREDITED INVESTOR CERTIFICATE

(All underlined words have the meanings set forth at the end of this Annex “A”).

***Please note that if the purchaser qualifies as an “accredited investor” under paragraphs (j), (k) or (l), below, a completed and executed Form 45-106F9, attached as Annex “B” to this Schedule “C”, must also be obtained ***

Please check the appropriate box:

 

   (a)    a financial institution,
   (b)    the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),
   (c)    a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,
   (d)    a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer,
   (e)    an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d),
   (e.1)    an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),
   (f)    the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada,
   (g)    a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec,
   (h)    any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,
   (i)    a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada,
   (j)    an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000,
      - Please mark to indicate that you have returned an executed copy of Form 45-106F9 (See Annex “B” to this Certificate)

 

C-3


   (j.1)    an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000,
   (k)    an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,
      - Please mark to indicate that you have returned an executed copy of the Risk Acknowledgement Form 45-106F9 (See Annex “B” to this Certificate)
   (l)    an individual who, either alone or with a spouse, has net assets of at least $5,000,000,
      - Please mark to indicate that you have returned an executed copy of the Risk Acknowledgement Form 45-106F9 (See Annex “B” to this Certificate)
   (m)    a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements and that has not been created or used solely to purchase or hold securities as an accredited investor as defined in this paragraph (m),
   (n)    an investment fund that distributes or has distributed its securities only to
     

(i)  a person that is or was an accredited investor at the time of the distribution,

     

(ii)   a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] of NI 45-106, or 2.19 [Additional investment in investment funds] of NI 45-106, or

     

(iii)   a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106,

   (o)    an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt,
   (p)    a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,
   (q)    a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction,
   (r)    a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,
   (s)    an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function,

 

C-4


   (t)    a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors,
   (u)    an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser,
   (v)    a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor,
   (w)    a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

AS USED IN THIS ANNEX A, THE FOLLOWING TERMS HAVE THE FOLLOWING MEANINGS:

control person” means

in Ontario, Alberta, Newfoundland and Labrador, Nova Scotia and Saskatchewan:

 

  (a)

a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and, if a person or company holds more than 20 per cent of the voting rights attached to all outstanding voting securities of an issuer, the person or company is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer, or

 

  (b)

each person or company in a combination of persons or companies, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and, if a combination of persons or companies holds more than 20 per cent of the voting rights attached to all outstanding voting securities of an issuer, the combination of persons or companies is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

in British Columbia and New Brunswick:

 

  (a)

a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, or

 

  (b)

each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer,

and, if a person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

 

C-5


in Prince Edward Island, Northwest Territories, Nunavut and the Yukon:

 

  (a)

a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a person holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer, or

 

  (b)

each person in a combination of persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, who holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

in Quebec:

 

  (a)

a person that, alone or with other persons acting in concert by virtue of an agreement, holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer. If the person, alone or with other persons acting in concert by virtue of an agreement, holds more than 20% of those voting rights, the person is presumed to hold a sufficient number of the voting rights to affect materially the control of the issuer; and

in Manitoba

 

  (a)

a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer,

 

  (b)

each person or company, or combination of persons or companies acting in concert by virtue of an agreement, arrangement, commitment or understanding, that holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, or

 

  (c)

a person or company, or combination of persons or companies, that holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, unless there is evidence that the holding does not affect materially the control of the issuer;

director” means

 

  (a)

a member of the board of directors of a company or an individual who performs similar functions for a company, and

 

  (b)

with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

eligibility adviser” means

 

  (a)

a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and

 

  (b)

in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not

 

C-6


  (i)

have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons (as such term is defined in applicable securities legislation), and

 

  (ii)

have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons (as such term is defined in applicable securities legislation) within the previous 12 months;

executive officer” means, for an issuer, an individual who is

 

  (a)

a chair, vice-chair or president,

 

  (b)

a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

 

  (c)

performing a policy-making function in respect of the issuer;

financial assets” means

 

  (a)

cash,

 

  (b)

securities, or

 

  (c)

a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

financial institution” means,

 

  (a)

other than in Ontario,

 

  (i)

an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act,

 

  (ii)

a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada; or

a Schedule III bank,

 

  (b)

and in Ontario,

 

  (i)

a bank listed in Schedule I, II or III to the Bank Act (Canada);

 

  (ii)

an association to which the Cooperative Credit Association Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act; or

 

  (iii)

a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case may be.

 

C-7


founder” means, in respect of an issuer, a person who,

 

  (a)

acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

 

  (b)

at the time of the distribution or trade is actively involved in the business of the issuer;

fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure;

person” includes

 

  (a)

an individual,

 

  (b)

a corporation,

 

  (c)

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

 

  (d)

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

offering memorandum” means a document, together with any amendments to that document, purporting to describe the business and affairs of an issuer that has been prepared primarily for delivery to and review by a prospective purchaser so as to assist the prospective purchaser to make an investment decision in respect of securities being sold in a distribution to which section 53 of the Securities Act (Ontario) would apply but for the availability of one or more exemptions contained in Ontario securities laws, but does not include a document setting out current information about an issuer for the benefit of a prospective purchaser familiar with the issuer through prior investment or business contacts,

related liabilities” means

 

  (a)

liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

 

  (b)

liabilities that are secured by financial assets;

Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

spouse” means, an individual who,

 

  (a)

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

 

  (b)

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

 

  (c)

in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta);

 

C-8


subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

Interpretation

In this Annex “A”, a person (first person) is considered to control another person (second person) if

 

  (a)

the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation,

 

  (b)

the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or

 

  (c)

the second person is a limited partnership and the general partner of the limited partnership is the first person.

 

C-9


ANNEX “B”

TO ACCREDITED INVESTOR CERTIFICATE

Form for Individual Accredited Investors

WARNING!

This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.

 

SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITYHOLDER
1. About your investment
Type of securities: Common Shares    Issuer: Prometic Life Sciences Inc.
Purchased from: Prometic Life Sciences Inc.
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
2. Risk acknowledgement
This investment is risky. Initial that you understand that:    Your initials

Risk of loss – You could lose your entire investment of: $___________________.

[Instruction: Insert the total dollar amount of the investment.]

  
Liquidity risk You may not be able to sell your investment quickly – or at all.   
Lack of information You may receive little or no information about your investment.   
Lack of advice You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.   
3. Accredited investor status
You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement). The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria.    Your initials

•  Your net income before taxes was more than C$200,000 in each of the 2 most recent calendar years, and you expect it to be more than C$200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)

  

 

C-10


   Your initials

•  Your net income before taxes combined with your spouse’s was more than C$300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than C$300,000 in the current calendar year.

  

•  Either alone or with your spouse, you own more than C$1 million in cash and securities, after subtracting any debt related to the cash and securities.

  

•  Either alone or with your spouse, you have net assets worth more than C$5 million. (Your net assets are your total assets (including real estate) minus your total debt.)

  
4. Your name and your signature
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.
First and last name (please print):
Signature:    Date:
SECTION 5 TO BE COMPLETED BY THE SALESPERSON
5. Salesperson information
First and last name of salesperson (please print):
Telephone:    Email:
Name of firm (if registered):
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY
6. For more information about this investment, contact:

Name of issuer: Prometic Life Sciences Inc.

Address of issuer: 440 boul. Armand-Frappier, Bureau 300, Laval, Quebec, Canada, H7V 4B4

Contact person name:

Telephone number: Email address:

Website: www.prometic.com

 

For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca.

 

C-11


SCHEDULE “D”

US ACCREDITED INVESTOR CERTIFICATE

 

TO:    PROMETIC LIFE SCIENCES INC. (THE “CORPORATION”)
AND TO:    RAYMOND JAMES LTD. (THE “AGENT”)
AND TO:    STIKEMAN ELLIOTT LLP AND COOLEY LLP
RE:    PURCHASE OF COMMON SHARES OF THE CORPORATION

 

 

(Capitalized terms not specifically defined in this Schedule “D” have the meaning ascribed to them in the Agreement to which this Schedule “D” is attached.)

In connection with the execution of the Agreement to which this Schedule “D” is attached, the undersigned (the “Subscriber”) represents and warrants to the Corporation that the Subscriber is an “accredited investor” that meets the criteria in Rule 501(a) of Regulation D under the 1933 Act, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act, because the Subscriber is (please check the appropriate box):

 

   (a)      Any bank as defined in Section 3(a)(2) of the 1933 Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(a)(13) of the 1933 Act; any investment company registered under the Investment Company Act of 1940, as amended, or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of US$5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
   (b)      Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended;
   (c)      Any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US$5,000,000;
   (d)      Any trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person (being defined as a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment);

 

D-1


   (e)      Any natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
   (f)      A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of this purchase exceeds US$1,000,000, provided, however, that (i) a person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;
   (g)      Any director, executive officer or general partner of the issuer of the securities being offered or sold, or any director, executive officer or general partner of a general partner of that issuer; or
   (h)      Any entity in which all of the equity owners are accredited investors (including an Individual Retirement Account owned by a natural person who is an accredited Investor under category (e) or (f))

The statements made in this Schedule “D” are true and accurate as of the date of signing and will be true and accurate as of the Closing Date.

By completing this certificate, the Subscriber authorizes the indirect collection of this information by each applicable securities regulatory authority or regulator and acknowledges that such information is made available to the public under applicable securities legislation.

Certified at _______________ this _______ day of ___________________, 2019.

 

 

    

 

Witness (if Subscriber is an individual)               Name of Individual Subscriber:
    

 

     [PRINT NAME OF PURCHASER ENTITY]
     By:   

 

        Name:
       

 

        Office or Title (if Subscriber is a Corporation or other Legal Entity):
       

 

 

D-2


Annex “A” to SCHEDULE “D”

Declarations for Removal of Legend To: Computershare Investor Services Inc., as Registrar and

Transfer Agent for the common shares of Prometic Life Sciences. (the “Corporation”).

The undersigned (a) acknowledges that the sale of the securities of Prometic Life Sciences Inc. (the “Corporation”) to which this declaration relates is being made in reliance on either Rule 903 or Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and (b) certifies that, (1) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, (B) if such declaration is in reliance on Rule 904, the transaction was executed in, on or through the facilities of the Toronto Stock Exchange or another designated offshore securities market as defined in Regulation S under the U.S. Securities Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States or (C) if such declaration is in reliance on Rule 903, the transaction meets the ‘offshore transaction’ requirements applicable to offers and sales pursuant to Rule 903, (2) if such declaration is in reliance on Rule 904 and the seller or any affiliate of the seller is an officer or director of the issuer or any distributor (as defined in Regulation S) where such person is an affiliate of the issuer or such distributor, as applicable, solely by virtue of holding such position, no selling concession, fee or other remuneration will be paid in connection with such offer or sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace such securities with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

 

By:  

 

  Signature

 

Name (please print)

 

Date

AFFIRMATION BY SELLER’S BROKER-DEALER (REQUIRED FOR SALES IN ACCORDANCE WITH

SECTION (b)(1)(B) ABOVE)

We have read the foregoing representations of our customer, _________________________ (the “Seller”) dated _______________________, with regard to our sale, for such Seller’s account, of the securities of the Corporation described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of a “designated offshore securities market”, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

 

 

Name of Firm
By:  

                     

  Authorized Officer
Date:  

 

 

D-3


SCHEDULE “E”

FOREIGN SUBSCRIBER CERTIFICATE

(Residents of Jurisdictions other than Canada and the United States)

 

TO:    PROMETIC LIFE SCIENCES INC. (THE “CORPORATION”)
AND TO:    RAYMOND JAMES LTD. (THE “AGENT”)
AND TO:   

U.S. BROKER-DEALER AFFILIATE OF THE AGENT (THE “U.S. AFFILIATE”)

AND TO:    STIKEMAN ELLIOTT LLP
RE:    PURCHASE OF COMMON SHARES OF THE CORPORATION

 

 

Reference is made to the subscription agreement between the Corporation and the undersigned (referred to herein as the Subscriber) dated as of the date hereof (the “Subscription Agreement”). Terms not otherwise defined herein have the meanings ascribed to them in the Subscription Agreement. The undersigned Subscriber, a resident of a jurisdiction other than Canada and is not a U.S. Person, hereby represents and warrants as follows:

 

1.

The Subscriber is purchasing the Securities as principal, is a resident of an International Jurisdiction and the decision to subscribe for Common Shares was taken in such International Jurisdiction.

 

2.

The delivery of the Subscription Agreement, the acceptance of it by the Corporation and the issuance of the Securities to the Subscriber complies with all laws applicable to the Subscriber, including the laws of such purchaser’s jurisdiction of residence, and all other applicable laws, and will not cause the Corporation to become subject to, or require it to comply with, any disclosure, prospectus, filing or reporting requirements under any applicable laws of the International Jurisdiction.

 

3.

The Subscriber is knowledgeable of, or has been independently advised as to, the application or jurisdiction of the securities laws of the International Jurisdiction that would apply to the subscription (other than the securities laws of Canada and the United States).

 

4.

The Corporation is offering and selling the Common Shares and the Subscriber is purchasing the Common Shares pursuant to exemptions from the prospectus and registration requirements under the Applicable Securities Laws of the International Jurisdiction or, if such is not applicable, the Corporation is permitted to offer and sell the Common Shares and the Subscriber is permitted to purchase the Common Shares under the Applicable Securities Laws of such International Jurisdiction without the need to rely on exemptions.

 

5.

The Applicable Securities Laws do not require the Corporation to register any of the Securities, file a prospectus, registration statement, offering memorandum or similar document, or make any filings or disclosures or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction.

 

7.

The Subscriber will not sell, transfer or dispose of the Securities except in accordance with all applicable laws, including applicable securities laws of Canada and the United States, and the Subscriber acknowledges that the Corporation shall have no obligation to register any such purported sale, transfer or disposition which violates applicable Canadian or United States securities laws.

 

8.

If the undersigned Subscriber, or any other purchaser for whom it is acting hereunder, is resident in or otherwise subject to applicable securities laws of the United Kingdom:

 

E-1


  a.

the Subscriber is either: (i) purchasing the Common Shares as principal for its own account, (ii) acting as agent for a beneficial purchaser who is disclosed in this Subscription Agreement and who is purchasing the Common Shares as principal for its own account; or (iii) purchasing the Common Shares on behalf of discretionary client(s) in circumstances where section 86(2) of the Financial Services and Markets Act 2000 (“FSMA”) applies;

 

  b.

the Subscriber (and if the undersigned Subscriber is purchasing as agent for a beneficial purchased disclosed in this Subscription Agreement, that beneficial purchaser): (i) is a person in the United Kingdom who is a “qualified investor” for the purposes of section 86(7) of the FSMA, (ii) is such a person as is referred to in Article 19 (investment professionals) or Article 49 (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”); and (iii) has complied with and undertakes to comply with all applicable provisions of the FSMA and other applicable securities laws with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom;

 

  c.

the Subscriber acknowledges that the offer detailed in the Subscription Agreement is only directed in the United Kingdom at the following persons (such that such offer is not available in the United Kingdom to any other persons and such that no other persons should rely on the contents of this Subscription Agreement): (i) (in the case of investment professionals as referred to in Article 19 of the FPO) persons having professional experience in matters relating to investments; and (ii) (in the case of high net worth companies, etc. as referred to in Article 49 of the FPO) high net worth companies, unincorporated associations or partnerships or trustees of high value trusts which: (A) in the case of a company, has, or is a member of the same group as an undertaking that has, a called up share capital or net assets of not less than £500,000 (for companies with more than 20 members or subsidiary undertakings of an undertaking with more than 20 members) or net assets of not less than £5,000,000 in any other case; or (B) in the case of an unincorporated association or partnership, has net assets of not less than £5,000,000; or (C) in the case of a trustee of a high value trust, has cash and investments forming part of the trust’s assets (before the deduction of liabilities) with an aggregate value of not less than £10,000,000 (or which has had an aggregate value of not less than £10,000,000 during the year immediately preceding the date of receipt of the Subscription Agreement); and

 

  d.

it confirms that, to the extent applicable to it, it is aware of, has complied and will comply with its obligations in connection with the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and Part VIII of the FSMA, it has identified its clients in accordance with the Money Laundering Regulations 2003 (the “Regulations”) and has complied fully with its obligations pursuant to the Regulations and will, as a condition precedent of any acceptance of this subscription, provide all such information and documents as may be required in relation to it (or any person on whose behalf it is acting as agent) that may be required by the Corporation or any agent or person acting for it in order to discharge any obligations under the Regulations.

 

Dated:             , 2019.               

 

                   Name of Subscriber
          X  

 

 

E-2


Signature of Subscriber

 

If the Subscriber is a corporation, print name and title of Authorized Signing Officer

 

E-3


SCHEDULE “F”

REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

 

1.

The Corporation represents and warrants to, and covenants with, the Subscriber (and acknowledges that the Subscriber is relying on such representations, warranties and covenants) as follows:

 

  (a)

each of the Corporation and the Subsidiaries has been duly incorporated, continued or amalgamated and is validly existing and in good standing under the Laws of its governing jurisdiction, has all requisite power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets and the Corporation has all requisite corporate power and authority to carry out its obligations under this Agreement and the other Documents and to consummate the transactions contemplated hereby and thereby, and to carry out its obligations hereunder and thereunder;

 

  (b)

neither the Corporation nor any Subsidiary is in violation or default of (nor will it be so upon consummation of the transactions contemplated hereby and thereby) any of the provisions of its respective certificate or articles of incorporation or bylaws or other organizational or charter documents;

 

  (c)

each of the Corporation and the Subsidiaries is licensed, registered or qualified as an extra-provincial, foreign corporation or an extra-provincial partnership, as the case may be, in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and has carried on and is carrying on the business thereof in material compliance with all Laws of each such jurisdiction and has not received a notice of noncompliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which would have a Material Adverse Effect;

 

  (d)

this Agreement and each of the other Documents has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding agreement of the Corporation and is enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought. The Corporation’s execution and delivery of each of this Agreement and the other Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Securities) have been duly authorized by all necessary corporate action on the part of the Corporation, and no further corporate action or consent is required by any of the Corporation and its Subsidiaries, their respective board of directors or similar governing body, members, managers or its stockholders (as applicable) in connection therewith; provided that as a result of reliance on the TSX financial hardship exemption from the requirement to obtain shareholder approval, the Corporation will be placed under remedial delisting review;

 

  (e)

the Corporation does not beneficially own or exercise control or direction over any company other than the companies set out below, and the Corporation beneficially owns, directly or indirectly, the percentage indicated below of the issued and outstanding shares in the capital of the Subsidiaries and all of the issued and outstanding shares of each of the Subsidiaries are issued as fully paid and non-assessable shares, free and clear of all Liens, other than in connection with the long-term loans with SALP (the “SALP Loan Agreement”), Liens granted to Governmental

 

F-1


  Authorities and Liens granted in the ordinary course of business and, other than under the SALP Loan Agreement, no person has any agreement, option, right or privilege (whether present or future, contingent or absolute, pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or the Subsidiaries of any interest in any of the shares or for the issue or allotment of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares;

 

Name

  

Jurisdiction of

Incorporation

  

Beneficial Equity/

Voting Ownership

Prometic Manufacturing Inc.    Canada    100% indirectly
Prometic Bioproduction Inc.    Canada    100% directly
Prometic Biosciences Inc.    Canada    100% directly
Prometic Plasma Resources Inc.    Canada    100% directly
Telesta Therapeutics Inc.    Canada    100% directly
Prometic Biotherapeutics, Inc.    Delaware, United States    100% directly
NantPro Biosciences, LLC    Delaware, United States    73% directly
Prometic Plasma Resources (USA) Inc.    Delaware, United States    100% directly
Prometic Bioseparations Ltd.    Isle of Man    96% directly and 4% indirectly
Prometic Pharma SMT Holdings Limited    United Kingdom    100% directly
Prometic Pharma SMT Limited    United Kingdom    100% indirectly

 

  and the Corporation is not a partner of any limited partnerships;

 

  (f)

the numbers of shares and type of all authorized, issued and outstanding shares, rights, warrants, options and other securities of the Corporation (whether or not presently convertible into or exercisable or exchangeable for shares of the Corporation) after giving effect to the transactions contemplated hereby and the Refinancing Transactions, are as set forth in Schedule B hereto. The authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preferred shares of which 739,130,546 Common Shares, which number does not include the Common Shares issued or issuable pursuant to the Refinancing Transactions, are issued and outstanding as fully paid and non-assessable and nil preferred shares are issued and outstanding as of the date hereof. The outstanding indebtedness of the Corporation after giving effect to the transactions contemplated hereby on the Closing Date and the Refinancing Transactions, is as set

 

F-2


  forth in Schedule B hereto. The Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens and shall not be subject to pre-emptive or similar rights of stockholders. Except as disclosed in the Public Disclosure Documents, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Corporation’s Common Shares to which the Corporation is a party or, to the Corporation’s knowledge, between or among any of the Corporation’s stockholders. Assuming the accuracy of the representations and warranties of the Subscriber in this Agreement, the Securities issued to the Subscriber will be issued in compliance with all Applicable Securities Laws and federal and state securities laws of the United States. The Corporation has reserved from its duly authorized share capital the number of Common Shares required to be issued pursuant to this Agreement;

 

  (g)

the Corporation has not taken any action designed to, or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of the Common Shares;

 

  (h)

the execution and delivery of and performance by the Corporation of this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event of condition) result in a material breach or violation of or a conflict with, or allow any other person to exercise any rights under any of the terms or provisions of the Corporation’s organization documents or any other contract, agreement, instrument, undertaking or covenant to which the Corporation is a party or by which it is bound;

 

  (i)

the Corporation has filed all reports, schedules, forms, statements and other documents required to be filed by it under Applicable Securities Laws, for the two (2) years preceding the date hereof and no such disclosure has been made on a confidential basis. As of their respective filing dates (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) the Public Disclosure Documents complied in all material respects with the requirements of the Applicable Securities Laws and the rules and regulations of the Securities Commissions promulgated thereunder, and none of the Public Disclosure Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material agreements to which the Corporation is a party or to which the property or assets of the Corporation are subject are included as part of or identified in the Public Disclosure Documents, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the Securities Commissions. There is no material change relating to the Corporation which has occurred and with respect to which the requisite material change statement has not been filed;

 

  (j)

the Common Shares are listed on the TSX and on the OTCQX International, and the Corporation has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares under the 1933 Act or de-listing the Common Shares from the TSX or the OTCQX International, nor has the Corporation received any notification that the Securities Commissions, the SEC, the TSX or the OTCQX International is contemplating terminating such registration or listing; provided that as a result of reliance on the TSX financial hardship exemption from the requirement to obtain shareholder approval, the Corporation will be placed under remedial delisting review. The Corporation is, and immediately after the Closing will be, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all listing and maintenance requirements of the TSX;

 

F-3


  (k)

the definitive form of certificates representing the Common Shares have been approved by the board of directors of the Corporation, complies with the requirements of the Canada Business Corporations Act, complies with the requirements of the TSX Company Manual and does not conflict with the constating documents of the Corporation;

 

  (l)

the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2018 and 2017 (the “Audited Financial Statements”):

 

  (i)

have been prepared in accordance with International Financial Reporting Standards consistently applied throughout the period referred to therein;

 

  (ii)

present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Corporation and the Subsidiaries, taken as a whole, as at such dates and results of operations of the Corporation and the Subsidiaries, taken as a whole, for the periods then ended;

 

  (iii)

contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation, and there has been no change in accounting policies or practices of the Corporation since the date of the Audited Financial Statements other than as described in the Corporation Financial Statements; and

 

  (iv)

except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Public Filings under the Canadian Securities Laws and the rules and regulations of the Canadian Securities Administrators promulgated thereunder;

 

  (m)

Since December 31, 2017:

 

  (i)

neither the Corporation nor any Subsidiary has paid or declared any dividend or incurred any material capital expenditure or made any commitment therefor, other than in the ordinary course of business of the Corporation;

 

  (ii)

neither the Corporation nor any Subsidiary has incurred any obligation or liability, direct or indirect, contingent or otherwise, except in the ordinary course of business and which is not, and which in the aggregate are not, material;

 

  (iii)

neither the Corporation nor any Subsidiary has entered into any material transaction; or

 

  (iv)

each of the Corporation and the Subsidiaries has carried on its business in the ordinary course,

except in each case as disclosed in the Public Disclosure Documents;

 

  (n)

since the date of the latest audited financial statements included within the Public Disclosure Documents, except as specifically disclosed in a subsequent Public Filing filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) neither the Corporation nor any of its Subsidiaries has incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of

 

F-4


  business consistent with past practice and (B) liabilities not required to be reflected in the Corporation’s financial statements pursuant to International Financial Reporting Standards or disclosed in the Public Disclosure Documents, (iii) neither the Corporation nor any of its Subsidiaries has altered its method of accounting or the manner in which it keeps its accounting books and records or changed its auditors, (iv) neither the Corporation nor any of its Subsidiaries has declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Corporation or pursuant to the express terms of the outstanding securities of the Corporation), and (v) neither the Corporation nor any of its Subsidiaries has issued any equity securities to any officer, director or affiliate, except Common Shares issued pursuant to existing Corporation stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Public Disclosure Documents. The Corporation has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Corporation have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After giving effect to the transactions contemplated hereby and the Refinancing Transactions, the Corporation will not be Insolvent. Except for the transactions contemplated by this Agreement and the Refinancing Transactions, no event, liability or development has occurred or exists with respect to the Corporation or its Subsidiaries or their respective businesses, properties, operations or financial condition, that would be required to be disclosed by the Corporation under applicable securities laws at the time this representation is made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made;

 

  (o)

there is no transaction, arrangement, or other relationship between the Corporation (or any Subsidiary) and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Corporation in Public Disclosure Documents and is not so disclosed;

 

  (p)

neither (A) the Corporation nor (B) to the Corporation’s knowledge, any entity that controls the Corporation or is under the control of, or under common control with, the Corporation, is subject to any Disqualification Event. The Corporation represents that the Corporation has exercised reasonable care to determine the accuracy of the representation made by the Corporation in this paragraph (p);

 

  (q)

the Corporation is a “foreign issuer” and reasonably believes that there is no “substantial US market interest” (each as defined in Regulation S under the 1933 Act) in the Securities or in any securities of the same class as the Securities or the Corporation’s debt securities;

 

  (r)

each of the Corporation and the Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, and has not and is not engaged in any unfair labor practice. No material labor dispute exists or, to the Corporation’s knowledge, is imminent with respect to any of the employees of the Corporation which would have or reasonably be expected to result in a Material Adverse Effect. None of the Corporation’s or any Subsidiary’s employees is a member of a union that relates to such employee’s relationship with the Corporation, and neither the Corporation nor any of its Subsidiaries is a party to a collective bargaining agreement. No executive officer of the Corporation (as defined in National Instrument 51-102 — Continuous Disclosure Obligations) has notified the Corporation or any such Subsidiary that such officer intends to leave the Corporation or any such Subsidiary or otherwise terminate such

 

F-5


  officer’s employment with the Corporation or any such Subsidiary. To the Corporation’s knowledge, no executive officer, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of a third party, and to the Corporation’s knowledge, the continued employment of each such executive officer does not subject the Corporation or any Subsidiary to any material liability with respect to any of the foregoing matters;

 

  (s)

the Corporation and each of its Subsidiaries have good and marketable title to all real and personal property owned by them that is material to the business of the Corporation and its Subsidiaries, taken as a whole, in each case free and clear of all mortgages, Liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than in connection with the SALP Loan Agreement, Liens granted to Governmental Authorities and Liens granted in the ordinary course of business. Any real property and facilities held under lease by the Corporation and any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Corporation and its Subsidiaries and any agreements under which any of the Corporation and the Subsidiaries holds an interest in personal property are, in all material respects, in good standing according to their terms;

 

  (t)

neither the Corporation nor any of the Subsidiaries has committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any Law, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any person holding any Lien, take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it;

 

  (u)

except as disclosed in the Public Disclosure Documents or as contemplated by the Refinancing Transactions, none of the Corporation nor any Subsidiary has approved or has entered into any agreement in respect of:

 

  (i)

the purchase of material assets or any interest therein or the sale, transfer or other disposition of any material portion of its assets or any interest therein currently owned, directly or indirectly, by the Corporation or any Subsidiary whether by asset sale, transfer of shares or otherwise; or

 

  (ii)

the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Corporation or any Subsidiary or otherwise) of the Corporation or any Subsidiary;

 

  (v)

all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation and the Subsidiaries have been paid. All tax returns, declarations, remittances and filings required to be filed by the Corporation and the Subsidiaries have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. Neither the Corporation nor any of the

 

F-6


  Subsidiaries has received any material written notice regarding examination of any tax return of the Corporation or the Subsidiaries and there are no material issues or disputes outstanding with any Governmental Authorities respecting any Taxes that have been paid, or may be payable, by the Corporation or the Subsidiaries;

 

  (w)

the Corporation’s current auditors, Ernst & Young LLP, which are the auditors who audited the Audited Financial Statements and who provided their audit report thereon are independent public accountants under Applicable Securities Laws;

 

  (x)

there has never been a “reportable disagreement” (within the meaning of National Instrument 51-102Continuous Disclosure Obligations) between the Corporation and the Corporation’s current auditors or with any former auditors of the Corporation;

 

  (y)

the Corporation on a consolidated basis maintains a system of internal accounting controls sufficient to provide reasonable assurance that:

 

  (i)

transactions are executed in accordance with management’s general or specific authorization;

 

  (ii)

transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets;

 

  (iii)

access to assets of the Corporation and the Subsidiaries is permitted only in accordance with management’s general or specific authorization; and

 

  (iv)

the recorded accountability for assets of the Corporation and the Subsidiaries is compared with existing assets of the Corporation and the Subsidiaries at reasonable intervals and appropriate action is taken with respect to any differences;

 

  (z)

the Corporation is in compliance with the certification requirements contained in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators with respect to the Corporation’s annual and interim filings with Canadian securities regulators;

 

  (aa)

the audit committee of the Corporation is comprised and operates in accordance with the requirements of National Instrument 52-110Audit Committees of the Canadian Securities Administrators, the majority of which is “independent” within the meaning of such instrument;

 

  (bb)

except for the transactions contemplated by the Refinancing Transactions (including for greater certainty the repricing of warrants, the issuance of the warrants to SALP, and the rights offering to be conducted after the Closing Date in accordance with the terms of the Restructuring Agreement), the issuance and sale of the Securities and issuance and sale of other securities of the Corporation pursuant to any other issuances of securities of the Corporation contemplated by the Corporation on the Closing Date will not obligate the Corporation to issue Common Shares or other securities to any person (other than to the subscribers in the Offering including the Subscriber) and will not result in a right of any holder of securities of the Corporation to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding common shares of the Corporation have been duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance with all Applicable Securities Laws, and none of such outstanding common shares was issued in violation of any pre-emptive rights or similar rights to subscribe for or purchase securities;

 

F-7


  (cc)

other than as disclosed in the Public Disclosure Documents, no legal or governmental proceedings are pending to which the Corporation or a Subsidiary is a party or to which any of their businesses, assets or properties is subject that would result individually or in the aggregate in a Material Adverse Effect and, to the knowledge of the Corporation and the Subsidiaries, no such proceedings have been threatened against or are contemplated with respect to the Corporation or the Subsidiaries or any of their respective businesses, assets or properties. Neither the Corporation nor any Subsidiary nor, to the knowledge of the Corporation and the Subsidiaries, any director or officer thereof, is or has been the subject of any proceeding involving a claim of violation of or liability under any Applicable Securities Laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Corporation and the Subsidiaries there is not pending or contemplated, any investigation by the SEC or a Securities Commission involving the Corporation, any Subsidiary thereof or any current or former director or executive officer thereof. Neither the SEC or a Securities Commission has issued any stop order or other order suspending holding any securities of the Corporation;

 

  (dd)

the Corporation is not in default in any material respect of any requirement of Applicable Securities Laws and the Corporation is not included in a list of defaulting reporting issuers maintained by the Canadian Offering Jurisdictions;

 

  (ee)

to the knowledge of the Corporation, no insider of the Corporation has advised the Corporation of their present intention to sell any securities of the Corporation;

 

  (ff)

the Corporation is, and will be at all times during the distribution of the Common Shares to be issued as part of the Offering, in compliance in all material respects with all its disclosure obligations under all Applicable Securities Laws and federal and state securities laws of the United States (including, without limitation, all of its disclosure obligations pursuant to National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators and pursuant to National Instrument 58-101Disclosure of Corporate Governance Practices. The Public Disclosure Documents are, and will be at all times during the distribution of the Common Shares to be issued as part of the Offering, in compliance in all material respects with all Applicable Securities Laws and federal and state securities laws of the United States and do not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or are made, not misleading and such documents collectively constitute and will constitute full, true and plain disclosure of all material facts relating to the Corporation and do not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or are made, not misleading. There is no fact of specific application to the Corporation known to the Corporation which the Corporation has not publicly disclosed which materially adversely affects, or so far as the Corporation can reasonably foresee, will materially adversely affect its business, results of operations, condition (financial or otherwise), assets, liabilities (contingent or otherwise), capital, affairs, prospects, cash flow, income or business operation or the ability of the Corporation to perform its obligations under this Agreement, other than in respect of the Refinancing Transactions;

 

F-8


  (gg)

the Corporation is, and will be at all times during the distribution of the Common Shares to be issued as part of the Offering, in compliance in all material respects with all timely disclosure obligations under Applicable Securities Laws and, without limiting the generality of the foregoing, there has not occurred any Material Adverse Change in the business, results of operations, condition (financial or otherwise), assets, liabilities (contingent or otherwise), capital, affairs, prospects, cash flow, income or business operation of the Corporation and the Subsidiaries, taken as a whole, which has not been publicly disclosed and none of the documents filed by or on behalf of the Corporation pursuant to Applicable Securities Laws contain a misrepresentation at the date of the filing thereof, other than in respect of the Refinancing Transactions;

 

  (hh)

the execution and delivery of this Agreement and the compliance with all provisions contemplated hereunder, the issue and sale of the Common Shares to be issued as part of the Offering does not and will not:

 

  (i)

require the Authorization of or with, or notice to, any Governmental Authority or any other third party, except: (i) filings required by applicable Canadian securities laws or state securities laws of the United States, (ii) the filing of report of trade with the applicable Securities Commissions, (iii) the filing of a Notice of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act, (iv) the filing of any requisite notices and/or application(s) to the TSX for the issuance and sale of the Securities and their listing for trading thereon in the time and manner required thereby, (v) the filings required in accordance with Section 4.4, (vi) those that have been made or obtained prior to the date of this Agreement, or (vii) such as may be required and will be obtained during the distribution of the Common Shares to be issued as part of the Offering, provided that as a result of reliance on the TSX financial hardship exemption from the requirement to obtain shareholder approval, the Corporation will be placed under remedial delisting review;

 

  (ii)

result in a breach of or default under, nor create a state of facts which, after notice or lapse of time or both, would result in a breach of or default under, nor conflict with:

 

  (A)

any of the terms, conditions or provisions of the constating documents or resolutions of the shareholders, board of directors or any committee of the board of directors of the Corporation or the Subsidiaries;

 

  (B)

any Law applicable to the Corporation or the Subsidiaries, including, without limitation, Applicable Securities Laws, or any judgment, order or decree of any Governmental Authority having jurisdiction over the Corporation or the Subsidiaries, provided that as a result of reliance on the TSX financial hardship exemption from the requirement to obtain shareholder approval, the Corporation may be placed under remedial delisting review; or

 

  (C)

any agreement of the Corporation or the Subsidiaries, except where such breach or default would not have a Material Adverse Effect; or

 

  (iii)

give rise to any Lien, charge or claim in or with respect to the properties or assets now owned or hereafter acquired by the Corporation or the Subsidiaries or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting the Corporation or the Subsidiaries or any of their respective properties or assets;

 

F-9


  (ii)

other than the Agent, there is no person acting or purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage or finder’s fee in connection with the transactions contemplated by this Agreement;

 

  (jj)

no registration under the 1933 Act is required for the offer and sale of the Securities by the Corporation to the Subscriber under the Documents. Subject to obtaining conditional approval of the TSX, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the TSX and is exempt from the prospectus requirements of Applicable Securities Laws;

 

  (kk)

none of the Corporation, its Subsidiaries nor any person acting on its behalf has, directly or indirectly, at any time within the past six (6) months, made any offers or sales of any Corporation security or solicited any offers to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D and/or afforded by Section 4(a)(2) of the 1933 Act in connection with the offer and sale by the Corporation of the Securities as contemplated hereby or (ii) cause the offering of the Securities pursuant to the Documents to be integrated with prior offerings by the Corporation for purposes of any applicable law, regulation or stockholder approval provisions, including, without limitation, under the rules and regulations of the TSX;

 

  (ll)

neither the Corporation nor any of its Subsidiaries nor any person acting on behalf of the Corporation has engaged in any form of general solicitation or general advertising (as defined in Regulation D), including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising in connection with the offer or sale of Securities;

 

  (mm)

neither the Corporation nor any Subsidiary is in violation of any term or provision of any agreement, indenture or other instrument applicable to it which would, or could reasonably be expected to, constitute a Material Adverse Effect;

 

  (nn)

to the knowledge of the Corporation, no other party is in default in the observance or performance of any term or obligation to be performed by such other party under any contract to which the Corporation or any of the Subsidiaries is a party or by which it is bound and no event has occurred which after notice or lapse of time or both would result in a breach of or constitute a default under, in any such case which default or event would constitute a Material Adverse Effect;

 

  (oo)

neither the Corporation nor any Subsidiary is aware of any Law, or proposed Law, which it contemplates will constitute a Material Adverse Effect;

 

  (pp)

other than as disclosed in the Public Disclosure Documents, neither the Corporation nor the Subsidiaries has any loans or other indebtedness outstanding which have been made to any of their respective officers, directors or employees, past or present, any known holder of more than 10% of any class of shares of the Corporation or the Subsidiaries, or any person not dealing at arm’s length with the Corporation or the Subsidiaries that are currently outstanding;

 

  (qq)

other than as disclosed in the Public Disclosure Documents, none of the directors, executive officers or employees of the Corporation or any Subsidiary, or any known holder of more than 10% of any class of shares of the Corporation or any affiliate thereof, has any material interest, direct or indirect, in any transaction that is material to the Corporation or the Subsidiaries;

 

F-10


  (rr)

none of the (i) executive officers or directors of the Corporation, (ii) shareholders of the Corporation and (iii) employees of the Corporation, in each case, is presently a party to any transaction with the Corporation or any Subsidiary other than for services as employees, executive officers and directors; in respect of severance arrangements; the SALP Loan Agreement; or licenses or other agreements entered into in the ordinary course of business;

 

  (ss)

the Corporation maintains insurance covering the properties, operations, personnel and businesses of the Corporation and the Subsidiaries as the Corporation reasonably deems adequate; such insurance insures against such losses and risks to an extent which is adequate in accordance with customary industry practice to protect the Corporation, the Subsidiaries and the businesses of the Corporation and the Subsidiaries; all such insurance is fully in force on the date hereof and will be fully in force on the Closing Date; and the Corporation has no reason to believe that it will not be able to renew any such insurance as and when such insurance expires;

 

  (tt)

each of the Corporation and the Subsidiaries is in compliance in all material respects with all applicable Laws (the “Environmental Laws”) relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (“Hazardous Substances”);

 

  (uu)

each of the Corporation and the Subsidiaries has obtained all material Authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary for the operation of the businesses carried on by the Corporation and the Subsidiaries and each Environmental Permit is valid, subsisting and in good standing, in all material respects, and neither the Corporation nor any of the Subsidiaries is in material default or breach of any Environmental Permit and, to the knowledge of the Corporation and the Subsidiaries, no proceeding is pending or, to the knowledge of the Corporation and the Subsidiaries, threatened, to revoke or limit any Environmental Permit;

 

  (vv)

neither the Corporation nor any of the Subsidiaries has used, except in compliance in all material respects with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance;

 

  (ww)

neither the Corporation nor any of the Subsidiaries has received any notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental Law, and neither the Corporation nor any of the Subsidiaries (including, if applicable, any predecessor companies) has settled any allegation of non-compliance short of prosecution. To the knowledge of the Corporation and the Subsidiaries, there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation or the Subsidiaries, nor has the Corporation or any of the Subsidiaries received notice of any of the same;

 

  (xx)

neither the Corporation nor any Subsidiary has received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental Laws. Neither the Corporation nor any Subsidiary has received any request for information in connection with any federal, provincial, state or municipal inquiries as to disposal sites;

 

 

F-11


  (yy)

there are no orders, rulings or directives issued, pending or, to the knowledge of the Corporation and the Subsidiaries, threatened against the Corporation or any of the Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to the property or assets of the Corporation or any of the Subsidiaries which would have a Material Adverse Effect;

 

  (zz)

no order, ruling of suspending the sale or ceasing the trading in any securities of the Corporation has been issued by any Securities Commission and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Corporation, are pending, contemplated or threatened by any Securities Commission;

 

  (aaa)

other than as disclosed in the Public Disclosure Documents, neither the Corporation nor any Subsidiary has made any material loans to or guaranteed the obligations of any third-party;

 

  (bbb)

Computershare Investor Services Inc., the transfer agent of the Corporation at its principal offices in the City of Toronto has been duly appointed as registrar and transfer agent for the Common Shares;

 

  (ccc)

neither the Corporation nor the Subsidiaries, nor to the knowledge of the Corporation and the Subsidiaries, any director, officer, agent, employee or other person associated with or acting on behalf of the Corporation or the Subsidiaries has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated any applicable anti-bribery, import, export control and economic sanctions laws including any provision of the Corruption of Foreign Officials Act (Canada), the U.S. Foreign Corrupt Practice Act, the UK Bribery Act, the regulations administered by U.S. Customs and Border Protection, the U.S. Export Administration Regulations, and the regulations administered by the U.S. Office of Foreign Assets Control (“OFAC”);

 

  (ddd)

neither the Corporation nor any Subsidiary nor, to the Corporation’s knowledge, any director, executive officer, agent, employee, affiliate or person acting on behalf of the Corporation or any Subsidiary is currently subject to any U.S. sanctions administered by OFAC or any other applicable sanctions; and the Corporation will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity, towards any sales or operations in Cuba, Iran, North Korea, Sudan, Syria, or any other country sanctioned by OFAC or for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC;

 

  (eee)

each of the Corporation and the Subsidiaries holds all of the permits, licenses and like authorizations necessary for it to carry on its current business in each jurisdiction where such business is carried on that are material to the conduct of the business of each of the Corporation and the Subsidiaries, including, but not limited to, permits, licenses and like authorizations from Health Regulatory Authorities (collectively, the “Material Permits”); all such Material Permits are valid and subsisting and in good standing and none of the same contains any term, provision, condition or limitation which has or would reasonably be expected to affect or restrict in a materially adverse manner the operation of the business of the Corporation or any of the Subsidiaries, as now carried on or proposed to be carried on, as set out in the Public Disclosure Documents, and each of the Corporation and the Subsidiaries is not in breach thereof or in default with respect to filings to be effected or conditions to be fulfilled in order to maintain such Material Permits in good standing;

 

F-12


  (fff)

each of the Corporation and the Subsidiaries is in compliance in all material respects with each Material Permit held by it and is not in material violation of, or in default under, applicable Laws;

 

  (ggg)

each of the Corporation and the Subsidiaries (i) is, and at all times has been, in material compliance with all statutes, rules and regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, holding, distribution, storage, import, export or disposal of any product manufactured or distributed by the Corporation or the Subsidiaries (“Product Laws”), except where such noncompliance would not, individually or in the aggregate, reasonably be expected to be material to the business of the Corporation and its Subsidiaries, taken as a whole; and (ii) other than the 483 and Complete Response Letter (“CRL”) received from the FDA in connection with Plasminogen, has not received any FDA Form 483, written notice of adverse finding, warning letter, CRL, untitled letter or other correspondence or written notice from any court or arbitrator or Health Regulatory Authority alleging or asserting material non-compliance with (or denying application for) (x) any Product Laws or (y) any licenses, exemptions, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Product Laws;

 

  (hhh)

the clinical, pre-clinical and other studies and tests conducted by or on behalf of or sponsored by the Corporation and the Subsidiaries (collectively, the “Clinical Trials”) were and, if still pending, are being conducted, in all material respects, in accordance with all applicable Laws, including applicable Laws administered by Health Regulatory Authorities. The descriptions of the results of the Clinical Trials described or referred to in the Public Disclosure Documents are accurate and complete in all material respects and fairly present the published data derived from the Clinical Trials and neither the Corporation nor any Subsidiary has knowledge of other studies or tests the results of which are materially inconsistent with or otherwise call into question the results described or referred to in the Public Disclosure Documents. Neither the Corporation nor any Subsidiary has received any notices or written correspondence from any Health Regulatory Authority with respect to any Clinical Trial requiring the termination or suspension of any such Clinical Trial;

 

  (iii)

each of the Corporation and the Subsidiaries has filed with the applicable Health Regulatory Authority all material applications, filings, declarations, listings, registrations, reports and submissions that are required to be so filed. All such filings were materially correct and complete, and in compliance with applicable Laws when filed and no deficiencies have been asserted by any Health Regulatory Authority with respect to any such filings, declarations, listings, registrations, reports or submissions;

 

  (jjj)

except as disclosed in the Public Disclosure Documents and in connection with the security interest or hypothec granted pursuant to the SALP Loan Agreement, each of the Corporation and the Subsidiaries is the legal and beneficial owner of, has good and marketable title to, and owns all right, title and interest in all Corporate IP free and clear of all encumbrances, charges, covenants, conditions, options to purchase and restrictions or other adverse claims or interest of any kind or nature other than in connection with the SALP Loan Agreement, Liens granted to Governmental Authorities and Liens granted in the ordinary course of business, and neither the Corporation nor any of the Subsidiaries has knowledge of any claim of adverse ownership in respect thereof. Except as disclosed in the Public Disclosure Documents and in connection with the SALP Loan Agreement, no consent of any person other than the Corporation and/or the Subsidiaries and/or any co-owner of the Corporate IP, if applicable, is

 

F-13


  necessary to make, use, reproduce, license, sell, modify, update, enhance or otherwise exploit any Corporate IP and, other than licenses granted under licenses entered into in the ordinary course, none of the Corporate IP comprises an improvement to Licensed IP that would give any person other than the Corporation and/or the Subsidiaries any rights to the Corporate IP, including, without limitation, rights to license the Corporate IP;

 

  (kkk)

other than as disclosed in the Public Disclosure Documents, neither the Corporation nor any Subsidiary has received any notice or claim (whether written, oral or otherwise) challenging the Corporation’s or any Subsidiary’s ownership or right to use any of the Corporate IP or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect thereto, nor, to the knowledge of the Corporation and the Subsidiaries, is there a reasonable basis for any claim that any person other than the Corporation and the Subsidiaries has any claim of legal or beneficial ownership or other claim or interest in any of the Corporate IP;

 

  (lll)

to the knowledge of the Corporation and the Subsidiaries, all applications for registration of any material Registered Corporate IP are in good standing, are recorded in the name of the Corporation or the Subsidiaries and have been filed in a timely manner in the appropriate offices to preserve the rights thereto and, in the case of a provisional application, all right, title and interest in and to the invention(s) disclosed in such application have been or prior to the applicable filing will be assigned in writing (without any express right to revoke such assignment) to the Corporation or the Subsidiaries. All such registrations have been filed, prosecuted and obtained in accordance with all applicable IP Laws and are currently in effect and in compliance with all applicable IP Laws. To the knowledge of the Corporation and the Subsidiaries, no registration of material Registered Corporate IP has expired, become abandoned, been cancelled or expunged, been dedicated to the public, or has lapsed for failure to be renewed or maintained. To the knowledge of the Corporation and the Subsidiaries, there has been no public disclosure, sale or offer for sale of any Corporate IP that may prevent the valid issue of all available Intellectual Property rights in such Corporate IP;

 

  (mmm)

except as disclosed in the Public Disclosure Documents, to the knowledge of the Corporation and the Subsidiaries, the conduct of the business of each of the Corporation and the Subsidiaries (including, without limitation, the use or other exploitation of the Corporate IP and Licensed IP by the Corporation and/or the Subsidiaries or other licensees) has not, does not and will not infringe, violate, misappropriate or otherwise conflict with any Intellectual Property right of any person, and has not been alleged to infringe, violate, misappropriate or otherwise conflict with any Intellectual Property right of any person;

 

  (nnn)

the Corporate IP and the Licensed IP is all of the Intellectual Property that is required to conduct the business of the Corporation and the Subsidiaries as disclosed in the Public Disclosure Documents;

 

  (ooo)

to the knowledge of the Corporation and the Subsidiaries, no person has interfered with, infringed upon, misappropriated, illegally exported, or violated any rights with respect to the Corporate IP;

 

  (ppp)

neither the Corporation nor any Subsidiary is aware of any reason as a result of which it is not entitled to make use of and commercially exploit the Corporate IP. With respect to each material license or material agreement by which the Corporation or any Subsidiary has obtained the rights to use, reproduce, sub license, sell, modify, update, enhance or otherwise exploit the Licensed IP rights of any other person or by which the Corporation or any Subsidiary has granted to any third party the right to so exploit such Licensed IP:

 

F-14


  (i)

such material license or material agreement is in full force and effect and is legal, valid, binding and enforceable in accordance with its terms, except to the extent that enforceability may be limited by: (a) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally; or (b) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and represents the entire agreement between the parties thereto with respect to the subject matter thereof, and no event of default has occurred and is continuing under any such material license or material agreement; and

 

  (ii)

(i) neither the Corporation nor any Subsidiary has received any notice of termination or cancellation, or threat of termination (whether written, oral or otherwise) under such material license or material agreement, and no party thereto has any right of termination or cancellation thereunder except in accordance with its terms; (ii) neither the Corporation nor any Subsidiary has received any notice of a breach or default under such material license or material agreement which breach or default has not been cured; and (iii) neither the Corporation nor any Subsidiary has granted to any other person any rights adverse to, or in conflict with, such material license or material agreement; and

 

  (iii)

neither the Corporation nor any Subsidiary is aware of any other party to such material license or material agreement that is in breach or default thereof, and is not aware of any event that has occurred that, with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration under such material license or material agreement;

 

  (qqq)

to the extent that any of the Corporate IP is licensed or disclosed to any person or any person has access to such Corporate IP (including, without limitation, any employee, officer, shareholder or consultant of the Corporation or any Subsidiary), each of the Corporation and the Subsidiaries has entered into a valid and enforceable written agreement which contains customary terms and conditions prohibiting the unauthorized use, reproduction or disclosure of such Corporate IP by such person. All such agreements are in full force and effect (other than such agreements that have terminated or expired in accordance with their terms) and none of the Corporation, a Subsidiary or to the knowledge of the Corporation and the Subsidiaries, any other person, is in default of its obligations thereunder;

 

  (rrr)

each of the Corporation and the Subsidiaries has taken all actions that are contractually obligated to be taken and all actions that are customary and reasonable to protect the confidentiality of the Corporate IP;

 

  (sss)

to the knowledge of the Corporation and the Subsidiaries, or as otherwise disclosed in the Public Disclosure Documents, it is not, and will not be, necessary for the Corporation or any of the Subsidiaries to utilize any Intellectual Property owned by or in possession of any of the employees made prior to their employment with the Corporation or the Subsidiaries in violation of the rights of such employee or any of his or her prior employers;

 

  (ttt)

neither the Corporation nor any Subsidiary has received any advice or any opinion that any of the Corporate IP is invalid or unregistrable or unenforceable, in whole or in part;

 

 

F-15


  (uuu)

neither the Corporation nor any Subsidiary has received any grant relating to research and development which is subject to repayment in whole or in part or to conversion to debt upon the sale of any Common Shares or which may affect the right of ownership of the Corporation or any Subsidiary in the Corporate IP;

 

  (vvv)

each of the Corporation and the Subsidiaries has and enforces a policy requiring each employee and consultant to execute a non-disclosure agreement and all current employees and consultants of each of the Corporation and the Subsidiaries have executed such an agreement and to the knowledge of the Corporation and the Subsidiaries, all past employees and consultants of each of the Corporation and the Subsidiaries have executed such an agreement;

 

  (www)

all of the present and past employees of the Corporation and the Subsidiaries, and all of the present and past consultants, contractors and agents of the Corporation and the Subsidiaries performing services relating to the development, modification or support of the Corporate IP, have entered into a written agreement assigning to the Corporation and/or the Subsidiaries all worldwide right, title and interest in and to all such Intellectual Property and waiving any moral rights thereto;

 

  (xxx)

any and all fees or payments required to keep the material Corporate IP and, to the knowledge of the Corporation and the Subsidiaries, the Licensed IP in force or in effect have been paid;

 

  (yyy)

other than as disclosed in the Public Disclosure Documents, there are no material Intellectual Property disputes, negotiations, agreements or communications between the Corporation or any Subsidiary and any other persons relating to or potentially relating to the business of the Corporation or any Subsidiary;

 

  (zzz)

with respect to each of the premises of the Corporation or the Subsidiaries which is material to the Corporation and its Subsidiaries on a consolidated basis and which the Corporation and/or any of the Subsidiaries occupies as tenant (the “Leased Premises”), the Corporation and such Subsidiary has the right to occupy and use such Leased Premises, and each of the leases pursuant to which the Corporation and/or any of the Subsidiaries occupies the Leased Premises are, in all material respects, in good standing and in full force and effect, and neither the Corporation nor any other party thereto is in breach of any material covenants, conditions or obligations contained therein;

 

  (aaaa)

the Corporation and each of the Subsidiaries and their representatives have complied with all Laws respecting anti-money laundering matters and no action, suit or proceeding by or before any Governmental Authority involving the Corporation or the Subsidiaries with respect such Laws is, to the knowledge of the Corporation, pending or threatened;

 

  (bbbb)

to its knowledge, information and belief, the Corporation has provided (whether through counsel or otherwise) full, true and plain disclosure to any and all due diligence investigations, requests and enquiries made by, or on behalf of, the Agent;

 

  (cccc)

all information and statements contained in documents made available by the Corporation or any of Subsidiaries (through legal counsel or otherwise) to the Agent, are true and correct in all material respects and does not contain any untrue statement of material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made; and the responses given by the Corporation and its directors and officers in the due diligence sessions will be true and correct in all material respects

 

 

F-16


  where they relate to matters of fact as at the time such responses are given where the responses given by the Corporation and its directors and officers at the due diligence sessions reflect the opinion or view of the Corporation or its directors and officers (including responses which are forward looking or otherwise related to projections, forecasts or estimates of future performance or results (operating financial or otherwise)) (“Forward-Looking Statements”), such opinions or views will be honestly held and believed to be reasonable at the time they are given, provided, however, it shall not constitute a breach of this paragraph solely if the actual results vary or differ from those contained in the Forward-Looking Statement;

 

  (dddd)

neither the Corporation nor any Subsidiary is, intends or in the reasonably foreseeable future expects to become a “passive foreign investment company” within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”);

 

  (eeee)

none of the Corporation or any of its predecessors or Subsidiaries has had the registration of a class of securities under the 1933 Act revoked by the SEC pursuant to Section 12(j) of the 1933 Act and any rules or regulations promulgated thereunder and the Corporation is exempt from the registration requirements of the Securities Exchange Act of 1934;

 

  (ffff)

the Corporation is not, and is not an affiliate of, and immediately after receipt and application of payment for the Securities will not be, or be an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

 

  (gggg)

the Corporation acknowledges and agrees that the Subscriber is acting solely in the capacity of an arm’s length purchaser with respect to the Documents and the transactions contemplated hereby and thereby. The Corporation further acknowledges that the Subscriber is not acting as a financial advisor or fiduciary of the Corporation (or in any similar capacity) with respect to the Documents and the transactions contemplated thereby and any advice given by the Subscriber or any of its representatives or agents in connection with the Documents and the transactions contemplated thereby is merely incidental to the Subscriber’s purchase of the Securities. The Corporation further represents to the Subscriber that the Corporation’s decision to enter into this Agreement and the other Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Corporation and its representatives;

 

  (hhhh)

neither the Corporation nor any of its Subsidiaries (i) is a “controlled foreign corporation” (a “CFC”) within the meaning of Section 957 of the Code, or (ii) has realized or expects to realize any material amounts of “Subpart F income” within the meaning of Section 952 of the Code or to hold material amounts of “U.S. property” within the meaning of Section 956 of the Code, in the current taxable year or in the reasonably foreseeable future;

 

  (iiii)

the Corporation is not, and was not in the past, an “ineligible issuer” (as defined in Rule 405 promulgated under the Securities Act). The Corporation has never been an issuer subject to Rule 144(i) under the Securities Act;

 

  (jjjj)

the Corporation acknowledges that the Subscriber will rely upon the truth and accuracy of, and the Corporations compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Corporation set forth herein;

 

F-17


  (kkkk)

the Corporation and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under any Rights Plan or the laws of its jurisdiction of incorporation that is or could reasonably be expected to become applicable to the Subscriber as a result of the Subscriber and the Corporation fulfilling their obligations or exercising their rights under the Documents (including, without limitation, the Corporation’s issuance of the Securities and the Subscriber’s ownership of the Securities) and any other subscribers, purchasers and/or participants and the Corporation fulfilling their obligations or exercising their rights under any documents (including the Restructuring Agreement) with respect to any other issuances of Corporation securities contemplated by the Corporation on the Closing Date (including the Refinancing Transactions) or the date of any rights offering after the Closing Date. No Rights Plan is applicable to the Subscriber or any other subscriber or participant in the Offering or the Refinancing Transactions as a result of the Subscriber and the Corporation fulfilling their obligations or exercising their rights under the Documents (including, without limitation, the Corporation’s issuance of the Securities and the Subscriber’s ownership of the Securities) and any other subscribers, purchasers and/or participants and the Corporation fulfilling their obligations or exercising their rights under any documents (including the Restructuring Agreement) with respect to any other issuances of Corporation securities contemplated by the Corporation on the Closing Date (including the Refinancing Transactions) or the date of any rights offering after the Closing Date. The Subscriber or any other subscriber or participant in the Offering or the Refinancing Transactions will not be upon the issuance of the Securities at Closing or the date of any rights offering after the Closing Date and upon any other issuances of Corporation securities contemplated by the Corporation on the Closing Date (including issuances in respect of the Refinancing Transactions) or the date of any rights offering after the Closing Date, an “Acquiring Person” or term of similar import under any Rights Plan and no “Stock Acquisition Date” or other triggering event under any Rights Plan will occur upon the issuance of the Securities at Closing and upon any other issuances of Corporation securities contemplated by the Corporation on the Closing Date or the date of any rights offering after the Closing Date. None of the Subscriber or any other subscriber or participant in the Offering or the Refinancing Transactions will be deemed to be acting jointly or in concert with any other subscriber or purchaser (including the Subscriber) under any other issuances of Corporation securities contemplated by the Corporation on the Closing Date or the date of any rights offering after the Closing Date for the purposes of any Rights Plan as a result of being a party to the Documents or the Restructuring Agreement, any transactions in accordance with the Documents and the Restructuring Agreement and/or any other issuances of Corporation securities contemplated by the Corporation on the Closing Date or the date of any rights offering after the Closing Date; and

 

  (llll)

the Corporation, and each Subsidiary, is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any “Margin Stock” (as defined in Regulation U). No part of the proceeds of the purchase of Securities hereunder will be used (i) to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, or (ii) for any other purpose, in each case, violative of or inconsistent with any of the provisions of any regulation of the Board of Governors, including, without limitation, Regulations T, U and X thereto.

 

F-18

Exhibit 99.68

EXECUTION VERSION

BOARD OBSERVATION RIGHTS AND DIRECTOR NOMINATION AGREEMENT

THIS BOARD OBSERVATION RIGHTS AND DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is entered into as of April 23, 2019 by and among Prometic Life Sciences Inc., a Canadian corporation (the “Company”), and certain holders of securities of the Company party to this Agreement (collectively, the “Investor Parties”). The Company and the Investor Parties are referred to herein collectively as the “Parties” and each, individually, as a “Party”. Unless otherwise defined herein, all capitalized terms used herein are defined in Annex A hereto.

WHEREAS, reference is hereby made to (i) that certain Private Placement Subscription Agreement, dated as of April 15, 2019 (the “Subscription Agreement”), by and among the Company and the Investor Parties, pursuant to which the Company agreed to sell, and the Investor Parties agreed to purchase, common shares of the Company (“Common Shares”) on the terms and subject to the conditions set forth therein and (ii) that certain Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), by and among the Company and the Investor Parties, pursuant to which the Company and the Investor Parties agreed to certain rights in connection with the registration of the Common Shares held by the Investor Parties; and

WHEREAS, the Parties desire to enter into this Agreement to define certain rights and obligations of the Parties, including, without limitation, certain observation and board nomination rights that the Investor Parties or their permitted assigns, as applicable, shall have with respect to the Board of Directors of the Company (the “Board”) and its successors in accordance with the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Board of Directors.

(a) Subject to the terms and conditions of this Agreement, from and after the Nasdaq Listing Date and until a Termination Event (as defined below) shall have occurred, the Investor Parties, or their permitted assigns, as applicable, shall have the right to jointly designate up to one (1) person in the aggregate to be appointed or nominated, as the case may be, for election to the Board (including any successor, each, a “Nominee”); provided that (i) the Nominee must qualify under the Canada Business Corporations Act and the rules of any stock exchange on which the Common Shares are listed to act as a director thereof and (ii) the designation of the Nominee must be the subject of a favorable recommendation of the Nomination and Corporate Governance Committee of the Board (the “Nomination Committee”), acting reasonably and in good faith and taking into account the profile and expertise required of a director of the Company (collectively, the “Director Eligibility Criteria”) (it being understood that Benny Soffer and any other employee, affiliate, member or partner of the Investor Parties or their affiliates shall be deemed to be acceptable to, and shall be recommended by, the Nomination Committee in accordance with this Section 1(a)(ii)). The Nomination Committee shall make its determination and recommendation regarding whether the applicable Nominee


meets the Director Eligibility Criteria as promptly as practicable, and in any case within five (5) business days, after receiving notice from the Investor Parties regarding the proposed designation of such Nominee. In the event the Nomination Committee does not accept a Nominee as a result of such Nominee failing to meet the Director Eligibility Criteria, the Investor Parties shall have the right to recommend an additional Nominee whose appointment shall be subject to the recommendation by the Nomination Committee in accordance with the procedures described above, and the Parties shall continue to follow the procedures of this Section 1(a) until an Investor Director is elected to the Board. For greater certainty, the total number of Nominees designated by the Investor Parties, collectively, that at any one time shall serve on the Board pursuant to this Agreement is one.

(b) The Company shall take all necessary and desirable actions such that, as of the Nasdaq Listing Date, (i) the size of the Board is increased by one (1) Director and (ii) Benny Soffer shall be appointed as a Director.

(c) The Company shall take all actions necessary to ensure that, until a Termination Event shall have occurred: (i) the applicable Nominee is included in the Board’s slate of nominees to the shareholders of the Company for each election of Directors; and (ii) each applicable Nominee up for election is included in the information circular prepared by management of the Company in connection with soliciting proxies for every meeting of the shareholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Company or the Board with respect to the election of members of the Board. The Company will recommend, support and solicit proxies for the election of the applicable Nominee for every such meeting of the shareholders of the Company in the same manner as for all other Board members nominated for election at such meeting.

(d) The Investor Parties shall advise the Company of the identity of their Nominee at least fifty (50) days prior to any meeting of shareholders at which directors of the Company are to be elected or within ten (10) days of being notified of the record date for such a meeting. If the Investor Parties do not advise the Company of the identity of their Nominee prior to such deadline, then the Investor Parties will be deemed to have nominated their incumbent nominees.

(e) If a vacancy occurs because of the death, disability, disqualification, resignation, or removal of an Investor Director or for any other reason, the Investor Parties, or their permitted assigns, as applicable, shall be entitled to designate such person’s successor who complies with the Director Eligibility Criteria, and the Company will, within ten (10) days of such designation, take all necessary and desirable actions within its control such that such vacancy shall be filled with such successor Nominee.

(f) If a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any other reason, the Investor Parties, or their permitted assigns, as applicable, shall be entitled to promptly designate another Nominee and the Company will take all necessary and desirable actions within its control such that (i) the director position for which such Nominee was nominated shall not be filled pending such designation or (ii) the size of the Board shall be increased by one and the Company will, within ten (10) days of such designation, take all necessary and desirable actions within its control such that such vacancy shall be filled with such successor Nominee, as applicable.

 

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(g) Notwithstanding anything to the contrary herein, if the Investor Parties or their permitted assigns, as applicable, have the right to designate a Nominee pursuant to this Section 1 and either (x) they have not exercised such right or (y) such Nominee has not been elected as an Investor Director, then the Investor Parties or their permitted assigns, as applicable, may elect at such time in their sole discretion to jointly designate one (1) Observer (as defined below) in accordance with Section 2 (and “Observer Election”), and the terms of Section 2 shall apply with respect to such Observer. For greater certainty, the total number of Observers designated by the Investor Parties, collectively, that may serve at any one time pursuant to this Agreement is one. The Investor Parties or their permitted assigns, as applicable, may revoke any such Observer Election at any time upon written notice to the Company, after which the Investor Parties or their permitted assigns, as applicable, shall be entitled to designate a replacement Observer in accordance with Section 2 or designate a Nominee in accordance with this Section 1.

(h) No Investor Director shall be subject to a minimum shareholding policy or similar ownership policy in connection with such individual’s status as a Director, and for greater certainty such Investor Director shall be entitled to all the rights, benefits and privileges afforded to the other Directors. The Company agrees that the Investor Parties and their respective Affiliates (other than the Investor Director) are not subject to any of the policies, codes, rules, standards and guidelines of the Company applicable to members of the Board (including any corporate governance guidelines and all relevant Board committee charter requirements and all confidentiality, conflicts of interest and trading and disclosure and other policies), including any such provisions relating to the trading in securities of the Company (collectively, the “Policies”).

(i) In accordance with the Company’s governing documents, the Board may from time to time by resolution establish and maintain one or more committees of the Board, each committee to consist of one or more Directors. The Company shall notify the Investor Parties, or their permitted assigns, as applicable, in writing of any new committee of the Board to be established at least fifteen (15) days prior to the effective establishment of such committee. If requested by the Investor Parties, or their permitted assigns, as applicable, the Company shall take all necessary steps to cause at least one Investor Director as requested by the Investor Parties, or their permitted assigns, as applicable, to be appointed as a member of each committee of the Board unless such designation would violate any legal restriction (including, for greater certainty, the provisions of National Instrument 52-110 – Audit Committees or National Policy 58-201 – Corporate Governance Guidelines) on such committee’s composition or the rules and regulations of any applicable exchange on which the Company’s securities may be listed.

(j) Prior to a Termination Event, the Board and any committees or subcommittees of the Board will not remove the Investor Director from the Board or any committee or subcommittee thereof, except as required by applicable law, without the prior written consent of the Investor Parties. Further, the Board or any applicable committee or subcommittee of the Board shall not implement any policy restricting the ability of any member of the Board to attend meetings of the Board or meetings of its committees or subcommittees, except to the extent required by applicable law.

 

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(k) During the period from and after the date hereof and prior to a Termination Event, the Board will not create any “executive committee” of the Board, or delegate to any existing or new committee of the Board, responsibilities substantially similar to those of an executive committee, and the Board and each committee and subcommittee of the Board shall take all actions necessary to ensure that during such period, each committee and subcommittee of the Board shall not delegate to any existing or new committee of the Board, responsibilities substantially similar to those of any existing committee.

(l) Notwithstanding anything to the contrary in this Agreement, the Board shall at all times include at least three members who are independent within the meaning of National Instrument 52-110 Audit Committees; provided, that the foregoing shall not limit or otherwise modify the Company’s obligations with respect to the Investor Director provided herein.

Section 2. Board Observation Rights.

(a) From and after the date hereof until a Termination Event shall have occurred, the Investor Parties shall have the right to designate (i) one observer (the “Observer”) and (ii) one alternate observer (the “Alternate Observer”) to the Board and each formal or informal, current or future committee and subcommittee thereof (as applicable, the “Relevant Body”); provided, that the Investor Parties shall not be permitted to exercise its rights under this Section 2 if, at such time, an Investor Director is serving as a member of the Board.

(b) The Investor Parties hereby designate Benny Soffer as the initial Observer and Kevin Pyun as the initial Alternate Observer. The Alternate Observer shall have the same rights as the Observer in the event that the Observer is unable to exercise his or her rights as set forth herein or if so designated by the Investor Parties, effective immediately upon written notice to the Company. The term “Observer” herein shall also refer to any Alternate Observer that is actually exercising the rights hereunder of the applicable Observer.

(c) At any time and from time to time while this Agreement is in effect, the Observer and/or the Alternate Observer may be removed or replaced by the Investor Parties in their sole discretion. The Company agrees to take all necessary action to effect such removal and/or replacement appointment within ten (10) days of notice by the Investor Parties to the Company of such removal or replacement and during such ten (10) day period, any such replacement appointee shall have the same rights as the Observer hereunder (and the term “Observer” herein shall also refer to any such replacement appointee that is exercising the rights hereunder of the applicable Observer).

(d) The Observer shall be entitled to (i) attend and participate in (in person, telephonically or by such other means as is available to any member of the Relevant Body in connection with such meetings or in accordance with the terms herein) all meetings (whether regular or special, formal or informal) of such Relevant Body and all other meetings among a majority of the members of the Relevant Body and among a majority of the Relevant Body and the management of the Company and its Affiliates, successors and assigns at which the business of the Company and its Affiliates are discussed (including executive or similar sessions) (a “Relevant Body Meeting”) as if such Observer were a member of the Relevant Body who is

 

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participating in such Relevant Body Meeting, (ii) receive written notice of, and agendas and participation details for, all Relevant Body Meetings (including proposed minutes of previous meetings if not previously ratified) in accordance with the time periods for such notice pursuant to the governing documents of the Company (and in any event, including if notice is not prescribed pursuant to such governing documents, such notice shall be given simultaneously with the notice given to all other members of the Relevant Body) prior to such Relevant Body Meetings, (iii) if the Relevant Body proposes to take any action by written consent in lieu of a meeting or otherwise act other than at a Relevant Body Meetings receive (A) a draft of such written consent at the same time and in the same manner as if the Observer were a member of such Relevant Body executing such written consent (but in any case, not less than 24 hours prior to the taking of such action) and (B) a copy of such written consent when sent to some or all members of the Relevant Body for execution and (iv) receive all other documents (whether in draft or final form, and including all exhibits, schedules and appendices thereto), notices, presentations, minutes, reports, consents, resolutions, written materials and other information provided to any members of the Relevant Body. The Observer may contact any member of the Relevant Body and officers and management of the Company to discuss pending actions and any other matters. At the request of the Observer, the Company shall make arrangements for the telephonic or videoconference appearance of the Observer at any Relevant Body Meeting.

(e) Material actions at any applicable Relevant Body Meeting where the Observer was not given the notice provided for in Section 2(d)(i), or by any written consent (i) in connection with which the Observer was not given the form provided for in Section 2(d)(iii) or (ii) which is not in the form provided for in Section 2(d)(iii), shall not be effective unless the Company has used commercially reasonable efforts to ensure that the Observer has been given notice of the actions taken at such Relevant Body Meeting or provided the form of written consent approved at such Relevant Body Meeting.

(f) The Observer shall not be deemed a Director. For the avoidance of doubt, the Observer shall not (i) have voting rights or the right to participate in any action by written consent of any Relevant Body, (ii) have the right to call special meetings of any Relevant Body, or (iii) be counted for purposes of determining the size of any Relevant Body or whether a quorum has been obtained. The Observer shall not, by virtue of his or her capacity as such, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Company or any of its Affiliates, it’s or their security holders or any other person or entity or any duties (fiduciary or otherwise) otherwise applicable to the members of the Relevant Body, except for confidentiality obligations as provided in the Policies and applicable to observers of the Board (but subject to the terms of any other agreement entered into by the Investor Parties and the Company with respect to confidentiality obligations of the Observer).

Section 3. Expenses. The Company shall pay all reasonable out-of-pocket expenses (including the reasonable cost of business class airfare, meals and lodging) of the Observer or the Investor Director, as applicable, in connection with the Observer’s in-person attendance at such Relevant Body Meetings and the Investor Director’s services provided to or on behalf of the Company, including attending meetings and events on behalf of the Company.

 

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Section 4. Indemnification; Insurance.

(a) The Company shall indemnify and hold harmless the Observer, the Alternate Observer and the Investor Director (the “Indemnified Party”) from and against any and all losses, claims, causes of action, damages, liabilities and expenses, including attorney’s fees (collectively, “Losses”), to which the Indemnified Party may become subject, insofar as such Losses (or actions in respect thereof) arise out of, relate to, or are based upon such Indemnified Party’s services pursuant to the terms of this Agreement, or such Indemnified Party’s exercise of his or her rights under this Agreement. The Company will pay or reimburse the Indemnified Party for such Losses as they are incurred, including, without limitation, for amounts incurred in connection with investigating or defending any such Loss or action in respect thereof.

(b) Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party will, if a claim for indemnification in respect of such action is to be made under this Section 4, notify the Company in writing of the commencement thereof, but the delay or omission to so notify the Company will not relieve the Company from any liability under this Section 4 unless such omission or delay materially prejudices the Company. In case any such action is brought against an Indemnified Party, and such Indemnified Party notifies the Company of the commencement thereof, the Company will be entitled, to the extent it may wish, to participate in the defense thereof, with separate counsel, at its sole cost and expense. Such participation shall not relieve the Company of the obligation to pay or reimburse the Indemnified Party for reasonable legal and other expenses incurred by the Indemnified Party in defending himself or herself. The Company shall pay all reasonable legal fees and expenses of Indemnified Party in the defense of such claims or actions.

(c) In addition to, and notwithstanding the foregoing, the Indemnified Party shall be entitled to all rights to indemnification and exculpation, to the same extent and in the same manner, as are made available to any other Director as of the date hereof, together with any and all incremental rights added thereto following the date hereof. Until a Termination Event, unless required by applicable law, the Company shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any Indemnified Party (except to the extent such amendment or alteration permits the Company to provide broader indemnification or exculpation rights on a retroactive basis than permitted prior thereto).

(d) Promptly upon (and in any event within 14 days of) the designation of any Observer and any Alternate Observer or the election of the Investor Director, each of the Observer, the Alternate Observer the Investor Director, on the one hand, and the Company, on the other hand, shall enter into an indemnification agreement, which shall include customary confidentiality provisions, in form reasonably acceptable to each of the Investor Parties, on the one hand, and the Company, on the other hand (each, an “Indemnification Agreement”).

(e) The Company hereby acknowledges that the Indemnified Parties may have certain rights to indemnification, advancement of expenses and/or insurance provided by other persons (collectively, “Other Indemnitors”). The Company hereby agrees, to the extent it is determined pursuant to the terms and conditions of this Agreement or an Indemnification Agreement that the Company has an obligation to indemnify or advance expenses to an

 

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Indemnified Party for a particular matter, (i) that it is the indemnitor of first resort (i.e., its obligations to the Indemnified Party are primary and any obligation of any Other Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnified Party are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by the Indemnified Party and shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of this Agreement, an Indemnification Agreement, and/or any directors and officers liability insurance of the Company or its subsidiaries, without regard to any rights the Indemnified Party may have against the Other Indemnitors and (iii) that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Other Indemnitors on behalf of the Indemnified Party with respect to any claim for which the Indemnified Party has sought indemnification from the Company shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnified Party against the Company. The Company and the Indemnified Party agree that the Other Indemnitors are express third party beneficiaries of the terms of this Section 4(e).

(f) The Company shall cause to be maintained in effect a policy of liability insurance coverage in an amount determined by the Board to be reasonable and customary and, for so long as the Investor Director serves as a Director, maintain such coverage with respect to such Investor Director. With respect to each Observer, the Company shall use commercially reasonable efforts to maintain in effect a policy of liability insurance coverage for the Observer against liability that may be asserted against or incurred by him or her in his or her capacity as Observer which is equivalent in scope and amount to that provided to the other Directors and no less protective of the Observer than such policies. Upon removal or resignation of any Observer or any Investor Director for any reason, the Company shall take all actions reasonably necessary to extend coverage under the policy of liability insurance for a period of not less than six (6) years from any such event in respect of any act or omission occurring at or prior to such event. Upon request, the Company shall provide any Observer and any Investor Director, or his or her counsel, with a copy of all directors’ liability insurance applications, binders, policies, declarations, endorsements and other related materials.

Section 5. Assignment; Benefit of Parties; Transfer. Without the prior written consent of the other party, no party hereto may assign this Agreement or any of its rights or obligations hereunder and any assignment hereof will be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, legal Representatives and assignees for the uses and purposes set forth and referred to herein.

Section 6. Remedies. The Company and the Investor Parties shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The Parties agree and acknowledge that a breach of this Agreement would cause irreparable harm and money damages would not be an adequate remedy for any such breach and that, in addition to other rights and remedies hereunder, the Company and the Investor Parties shall be entitled to seek specific performance and/or injunctive or other equitable relief (without posting a bond or other security) from any court of law or equity of competent jurisdiction in order to enforce or prevent any violation of the provisions of this Agreement.

 

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Section 7. Notices. All notices, requests and other communications provided for or permitted to be given under this Agreement must be in writing and shall be given by personal delivery, by certified or registered mail (postage prepaid, return receipt requested), by a nationally recognized overnight delivery service for next day delivery, by facsimile transmission or by electronic mail, to the address listed for each party in the Subscription Agreement (or to such other address as any party may give in a notice given in accordance with the provisions hereof). All notices, requests or other communications will be effective and deemed given only as follows: (a) if given by personal delivery, upon such personal delivery, (b) if sent by certified or registered mail, on the fifth Business Day after being deposited in the mail, (c) if sent for next day delivery by overnight delivery service, on the date of delivery as confirmed by written confirmation of delivery, (d) if sent by facsimile, upon the transmitter’s confirmation of receipt of such facsimile transmission, except that if such confirmation is received after 5:00 p.m. (in the recipient’s time zone) on a Business Day, or is received on a day that is not a Business Day, then such notice, request or communication will not be deemed effective or given until the next succeeding Business Day or (e) if sent by electronic mail, upon delivery. Notices, requests and other communications sent in any other manner will not be effective.

Section 8. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

Section 9. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person or entity other than the Parties and their respective successors and assigns any remedy or claim under or by reason of this Agreement or any terms, covenants or conditions hereof, and all of the terms, covenants, conditions, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their respective successors and assigns; provided, that each of the Parties acknowledges and agrees that each of the Observer, the Alternate Observer and each Investor Director is third party beneficiary of this Agreement, and the Other Indemnitors are third party beneficiaries of the terms of Section 4(e), and in each case, are entitled to the rights and benefits hereunder and may enforce the provisions hereof as if they were a party hereto.

Section 10. Further Assurances. Each of the Parties agrees that it will hereafter execute and deliver any further document, agreement, instruments of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof.

Section 11. Counterparts. This Agreement may be executed in one or more counterparts, and may be delivered by means of facsimile or electronic transmission in portable document format, each of which shall be deemed to be an original and shall be binding upon the party who executed the same, but all of such counterparts shall constitute the same agreement.

 

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Section 12. Governing Law; Jurisdiction; WAIVER OF JURY TRIAL.

(a) This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice of law principles. Each of the Parties irrevocably attorns and submits to the exclusive jurisdiction of (i) the state and federal courts sitting in the City of New York, Borough of Manhattan and (ii) the courts sitting in the City of Toronto, Province of Ontario with respect to any matters arising out of this Agreement and waives objection to the venue of any proceeding in such courts or that such courts provide an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, service of process on such party as provided in Section 7 shall be deemed effective service of process on such party.

(b) EACH PARTY ACKNOWLEDGES THAT ANY DISPUTE THAT MAY ARISE OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE SUCH PARTY HEREBY EXPRESSLY WAIVES ITS RIGHT TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO ENCOMPASS ANY AND ALL ACTIONS, SUITS AND PROCEEDINGS THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY REPRESENTS THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) SUCH PARTY UNDERSTANDS AND WITH THE ADVICE OF COUNSEL HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND REPRESENTATIONS IN THIS SECTION 12(B).

Section 13. Complete Agreement; Inconsistent Agreements. This Agreement, together with that certain letter agreement, by and among the Company, the Investor Parties and Consonance Capital Management, LP, represents the complete agreement between the Parties as to all matters covered hereby, and supersedes any prior agreements or understandings among the Parties.

Section 14. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

 

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Section 15. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or the Investor Parties, or their permitted assigns, as applicable, unless such modification is approved in writing by the Company and the Investor Parties, or their permitted assigns, as applicable. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 16. Termination. Notwithstanding anything to the contrary contained herein, this Agreement shall expire and terminate automatically on the earlier of the following events (each, a “Termination Event”): (a) the Investor Parties (together with their Affiliates and permitted assigns) ceasing to beneficially own, or exercise control or direction over, in the aggregate, a number of issued and outstanding Common Shares equal to the lesser of (x) at least 20% of the number of issued and outstanding Common Shares held by the Investor Parties, in the aggregate, as of the date hereof and (y) 3% of the total issued and outstanding Common Shares of the Company at any time (provided, that if, and as often as, there are any changes in the Common Shares by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Common Shares as so changed), or (b) upon written notice by the Investor Parties to the Company; provided, however, that Sections 4-16 shall survive the termination of this Agreement.

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

 

Company:
PROMETIC LIFE SCIENCES INC.
By:  

(s) Simon Best

Name:   Simon Best
Title:   Interim President and CEO

[Signature Page to Board Observation Rights and Director Nomination Agreement]


Investor Parties:

CONSONANCE CAPITAL MASTER

ACCOUNT L.P., by its investment manager,

Consonance Capital Management LP

By:  

(s) Benny Soffer

  Name: Benny Soffer
  Title: Partner and Portfolio Manager
P CONSONANCE OPPORTUNITIES LTD., by its investment manager, Consonance Capital Opportunity Fund Management LP
By:  

(s) Benny Soffer

  Name: Benny Soffer
  Title: Partner and Portfolio Manager

[Signature Page to Board Observation Rights and Director Nomination Agreement]


Annex A

Certain Definitions

Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

Business Day” means any day that is not a Saturday, Sunday, legal holiday or other day on which commercial banks in New York, New York are authorized or required by applicable law to close.

Director” means a member of the Board until such individual’s death, disability, disqualification, resignation, or removal.

Investor Director” means an individual elected to the Board that has been nominated by the Investor Parties, or their permitted assigns, as applicable, pursuant to this Agreement.

Nasdaq Listing Date” shall have the meaning ascribed to such term in the Registration Rights Agreement.

Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

Representatives” means, with respect to any Person, such Person’s affiliates, and such Person’s and their affiliates’ principals, directors, officers, employees, attorneys, advisors, agents and other representatives.

Exhibit 99.69

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of April 23, 2019 is entered into by and among Prometic Life Sciences Inc., a Canadian corporation (the “Company”), and certain holders of securities of the Company party to this Agreement (collectively, the “Investor Parties”).

WHEREAS, the Company and the Investor Parties are party to that certain Private Placement Subscription Agreement, dated as of April 14, 2019 (the “Purchase Agreement”) pursuant to which the Company agreed to sell, and the Investor Parties agreed to purchase, shares of the common stock of the Company (“Common Shares”); and

WHEREAS, as of the date hereof, the Investor Parties have purchased Common Shares pursuant to the Purchase Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree, as follows:

ARTICLE I

CERTAIN DEFINED TERMS

Section 1.1 DEFINITIONS. For purposes of this Agreement:

(a) “Affiliate” means, with respect to any Person, (i) any other Person of which securities or other ownership interests representing more than fifty percent (50%) of the voting interests are, at the time such determination is being made, owned, Controlled or held, directly or indirectly, by such Person or (ii) any other Person which, at the time such determination is being made, is Controlling, Controlled by or under common Control with, such Person. As used herein, “Control”, whether used as a noun or verb, refers to the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of a Person, whether through the ownership of voting securities or otherwise.

(b) “Canadian Jurisdictions” means each province of Canada.

(c) “Canadian Securities Commissions” means the securities commissions or other securities regulatory authorities in each of the Canadian Jurisdictions.

(d) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

(e) “FINRA” means the Financial Industry Regulatory Authority, Inc.

 

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(f) “Holder” means a Person that (i) is one of the Investor Parties or a permitted transferee thereof under Section 2.12 hereof and (ii) owns Registrable Securities.

(g) “Initial Public Offering” means the consummation of an initial underwritten public offering in the United States of Common Shares pursuant to an effective registration statement filed with the SEC (other than on Forms S-4, F-4 or S-8 or similar or successor forms) under the Securities Act.

(h) “MJDS” means the U.S./Canada Multijurisdictional Disclosure System adopted by the SEC and Canadian Securities Commissions.

(i) “Participating Holders” means Holders participating, or electing to participate, in an offering of Registrable Securities.

(j) “Person” means any individual, firm, corporation, company, partnership, trust, incorporated or unincorporated association, limited liability company, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind, and shall include any successor (by merger or otherwise) of any such entity.

(k) “Registrable Securities” means the Common Shares held by Holders, whether held as of the date of this Agreement or hereafter acquired or issuable in respect of such Common Shares by way of conversion, dividend, stock-split, distribution or exchange, merger, consolidation, recapitalization or reclassification or similar transaction; provided, however, that such Common Shares shall cease to be Registrable Securities (A) upon the sale thereof pursuant to an effective Registration Statement, (B) upon the sale thereof pursuant to Rule 144, (C) when such securities cease to be outstanding, (D) for so long as such securities are eligible for immediate sale under Rule 144, without any time, volume or manner of sale limitations under such Rule or (E) when such securities have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities pursuant to the terms of this Agreement.

(l) “Registration Expenses” mean all expenses (other than Selling Expenses) arising from or incident to the performance of, or compliance with, this Agreement, including, without limitation, (i) SEC, stock exchange, FINRA and other registration and filing fees, (ii) rating agencies fees, (iii) all fees and expenses incurred in connection with complying with any securities or blue sky laws (including fees, charges and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iv) all printing (including financial printer), messenger and delivery expenses, (v) the fees, charges and disbursements of counsel to the Company and of its independent public accountants and any other accounting and legal fees, charges and expenses incurred by the Company (including any expenses arising from any special audits or “comfort letters” required in connection with or incident to any registration), (vi) the fees, charges and disbursements of any special experts retained by the Company in connection with any registration pursuant to the terms of this Agreement,

 

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(vii) all internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties), (viii) the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange and (ix) Securities Act liability insurance (if the Company elects to obtain such insurance), regardless of whether any Registration Statement filed in connection with such registration is declared effective. “Registration Expenses” shall also include fees, charges and disbursements of one (1) firm of counsel to all of the Participating Holders (which shall be selected by the Participating Holders holding a majority of the Registrable Securities to be registered or sold).

(m) “Registration Statement” means any registration statement of the Company filed with the SEC on the appropriate form (and, may include, for the avoidance of doubt, a Registration Statement on Form F-10 or other available form under MJDS) pursuant to the Securities Act which covers any of the Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all materials incorporated by reference therein.

(n) “Rule 144” means Rule 144 under the Securities Act (or any successor provisions).

(o) “SEC” means the United States Securities and Exchange Commission.

(p) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

(q) “Selling Expenses” means the underwriting fees, discounts, selling commissions and stock transfer taxes applicable to all Registrable Securities registered by the Participating Holders.

ARTICLE II

REGISTRATION RIGHTS

Section 2.1 PIGGYBACK REGISTRATIONS.

(a) Right to Include Registrable Securities. Each time that the Company proposes for any reason to register any of its equity interests under the Securities Act (whether or not for an Initial Public Offering, another underwritten public offering or other offering), either for its own account or otherwise, other than a rights offering or pursuant to a registration statement on Form S-4, F-4 or S-8 (or similar or successor forms) (a “Proposed Registration”), the Company shall promptly give written notice of such Proposed Registration to all of the Holders (which notice shall be given not fewer than fifteen (15) days prior to the expected filing date of the Company’s registration statement) and shall offer such Holders the right to request inclusion of any of such Holder’s Registrable Securities in the Proposed Registration. Any transactions effected pursuant to a Shelf Takedown Notice delivered under Section 2.2(b) shall not be subject to the provisions of this Section 2.1. The rights to piggyback registration may be exercised on an unlimited number of occasions.

 

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(b) Piggyback Procedure. Each Holder shall have ten (10) days from the date of receipt of the Company’s notice referred to in Section 2.1(a) above to deliver to the Company a written request specifying the number of Registrable Securities such Holder intends to sell and such Holder’s intended method of disposition. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any Registration Statement pursuant to this Section 2.1 by giving written notice to the Company of such withdrawal; provided, however, that except as provided in Section 2.4(a), the Company may ignore a notice of withdrawal made within forty-eight (48) hours prior to the time that commencement of marketing of securities is contemplated to occur pursuant to the Registration Statement. Subject to Section 2.4, the Company shall use its commercially reasonable efforts to include in such Registration Statement all such Registrable Securities so requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such Proposed Registration if it shall at the same time withdraw or cease proceeding with the registration of all other Registrable Securities originally proposed to be registered on such Proposed Registration.

(c) Underwritten Offering. In the event that the Proposed Registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, any each Holder participating in such registration shall be required to sell all Registrable Securities under such registration on the same terms and conditions as the securities otherwise being sold through underwriters under such registration.

Section 2.2 SHELF REGISTRATION.

(a) The Company shall prepare a Registration Statement in accordance with Rule 415(a)(1)(i) under the Securities Act, any other rule that permits offerings on a delayed or continuous basis (including in stock exchange transactions and underwritten offerings), or any similar rule that may be adopted by the SEC on Form F-10, Form S-1, Form F-1, Form S-3, Form F-3 or any other available form (a “Shelf Registration Statement”), and shall include in such initial Shelf Registration Statement all Registrable Securities unless a Holder requests that the Company not include some or all of its Registrable Securities in such initial Shelf Registration Statement at least two business days prior to the Nasdaq Listing Date. The Company shall use reasonable best efforts to have such initial Shelf Registration Statement declared effective by the SEC no later than the October 23, 2019 (“Nasdaq Listing Date”). The Company shall keep such Shelf Registration Statement continuously effective (including by filing a new Shelf Registration Statement if the initial Shelf Registration Statement expires) in order to permit the prospectus or any prospectus supplement related thereto to be lawfully delivered and the Shelf Registration Statement useable for resale of such Registrable Securities. The Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable the inclusion of Registrable Securities by any Holder upon receipt of a written request by such Holder.

 

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(b) Subject to the provisions of Section 2.5, any Holder (an “Initiating Holder”) may at any time and from time to time request in writing (a “Shelf Takedown Notice”) (which request shall specify the Registrable Securities intended to be disposed of by the Initiating Holder and the intended method of distribution thereof) to sell pursuant to a prospectus supplement (a “Shelf Takedown Prospectus Supplement”) Registrable Securities of such Initiating Holder available for sale pursuant to an effective Shelf Registration Statement. The Company shall use its commercially reasonable efforts to, not later than the third (3rd) business day after the receipt of the Shelf Takedown Notice cause to be filed the Shelf Takedown Prospectus Supplement, unless such sale involves an underwritten offering, which is the subject of Section 2.2(c) below. Any request for a Shelf Takedown Prospectus Supplement may be withdrawn by the Initiating Holder prior to the filing thereof; provided that the Company shall be responsible for the expenses incurred prior to the time of withdrawal with respect to two (2) Shelf Takedown Prospectus Supplements in each twelve (12) month period and the Initiating Holder shall be responsible for the expenses incurred prior to the time of withdrawal with respect to any additional withdrawal during any such period.

(c) If the Initiating Holder intends to distribute the Registrable Securities subject to a Shelf Takedown Notice by means of an underwritten offering and the applicable securities are to be distributed on a firm commitment basis by or through one or more underwriters of recognized standing under underwriting terms appropriate for such transaction, then, within three (3) business days of the Company’s receipt of a Shelf Takedown Notice pursuant to Section 2.2(b), the Company shall give written notice to each Holder who has elected to be included in the Shelf Registration Statement informing such Holder of the Company’s intent to file such Shelf Takedown Prospectus Supplement and of such Holder’s right to request the addition of such Holder’s Registrable Securities to such Shelf Takedown Prospectus Supplement. The Company shall, subject to the provisions of Section 2.4, Section 2.5 and this Section 2.2(c), include in such Shelf Takedown Prospectus Supplement all Registrable Securities of each such Holder with respect to which the Company receives a written request for inclusion therein within three (3) business days after the notice contemplated by the immediately preceding sentence is given to the Holders.

Section 2.3 UNDERWRITERS.

(a) The managing underwriter(s) for any underwritten offering effected pursuant to Section 2.1 shall be one or more reputable investment banks selected by the Company in its reasonable discretion. The managing underwriter(s) for any underwritten offering effected pursuant to Section 2.2(c) shall be one or more reputable investment banks selected by the Initiating Holder and reasonably acceptable to the Company, which consent shall not be unreasonably withheld, delayed or conditioned. The right of any Holder to include such Holder’s Registrable Securities in any such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4), enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting pursuant to this Section 2.3.

 

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Section 2.4 PRIORITY FOR REGISTRATION.

(a) General. Notwithstanding any other provision of this Agreement and subject to Section 2.4(b), Section 2.4(c) and Section 2.4(d), below, if the managing underwriter of an underwritten public offering determines in good faith and advises the Participating Holders and the Company in writing that the inclusion of all securities proposed to be included by the Company and all Registrable Securities proposed to be included by the Participating Holders would materially and adversely interfere with the successful marketing of such offering, then the Company will be obligated to include in such Shelf Takedown Prospectus Supplement or Registration Statement (as applicable), as to each Holder, only a portion of the Registrable Securities such Holder has requested be registered equal to the ratio which such Holder’s requested Registrable Securities bears to the total number of Registrable Securities requested to be included in any such Registration Statement by all Holders who have requested that their Registrable Securities be included in such Registration Statement; provided, however, that in the event of such cutback, the Participating Holders shall have the right to withdraw their request for inclusion of their Registrable Securities in any such Shelf Takedown Prospectus Supplement or Registration Statement (as applicable). To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.

(b) Shelf Takedown. It is acknowledged by the parties hereto that pursuant to Section 2.4(a) above, the securities to be included in any Shelf Takedown Prospectus Supplement pursuant to Section 2.2 shall be allocated: (i) first, to the Participating Holders; (ii) second, to the Company; and (iii) third, to any other holders of equity securities of the Company requesting registration of equity securities of the Company.

(c) Piggyback on Company Initiated Registration Statements. It is acknowledged by the parties hereto that pursuant to Section 2.4(a) above, the securities to be included in a registration initiated by the Company, including with respect to a Shelf Takedown Prospectus Supplement initiated by the Company, shall be allocated: (i) first, to the Company;

(ii) second, to the Participating Holders; and (iii) third, to any other holders of equity securities of the Company requesting registration of equity securities of the Company.

(d) Other Registrations. It is acknowledged by the parties hereto that pursuant to Section 2.4(a) above, the securities to be included in a registration initiated by holders of equity securities other than the Company or the Holders shall be allocated: (i) first, to the Participating Holders and the holders of equity securities initiating such registration; (ii) second, to the Company; and (iii) third, to any other holders of equity securities of the Company requesting registration of equity securities of the Company.

Section 2.5 REGISTRATION PROCEDURES.

(a) Obligations of the Company. Whenever registration of Registrable Securities is required pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as promptly as possible, and in connection with any such request, the Company shall:

 

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(i) Preparation of Shelf Registration Statement; Effectiveness. With respect to the initial Shelf Registration Statement, prepare and file such Shelf Registration Statement with the SEC on any form on which the Company then qualifies, which counsel for the Company shall deem appropriate and pursuant to which such offering may be made in accordance with Section 2.2(a), and use its reasonable best efforts to cause such initial Shelf Registration Statement to become effective as contemplated by Section 2.2(a) and remain effective, current and up-to-date (including, for the avoidance of doubt, during and after any Initial Public Offering or other offering or registration, whether or not any Holders are participating in such offering or registration) until all Registrable Securities covered by such Shelf Registration Statement have been disposed of in accordance with the intended methods of disposition by the Holders thereof set forth in such Shelf Registration Statement. Notwithstanding the foregoing, the Company may suspend the use of a prospectus under a Shelf Registration Statement for a period not to exceed sixty (60) days in succession or one hundred twenty (120) days in the aggregate in any twelve-month period, in each case if the Board of Directors of the Company determines in good faith that because of bona fide business reasons (not including the avoidance of the Company’s obligations hereunder), including the acquisition or divestiture of assets, pending corporate developments and similar events, it is in the best interests of the Company to suspend the use of such Shelf Registration Statement, and prior to suspending such use, the Company provides the Participating Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension;

(ii) Participation in Preparation. Provide any Participating Holder, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney, accountant or other agent retained by any Participating Holder or underwriter (each, an “Inspector” and, collectively, the “Inspectors”), the reasonable opportunity to review and comment on such Registration Statement, each prospectus included therein or filed with the SEC and each amendment or supplement thereto;

(iii) Due Diligence. For a reasonable period prior to the filing of any Registration Statement pursuant to this Agreement, make available for inspection and copying by the Inspectors such financial and other information and books and records, pertinent corporate documents and properties of the Company and its subsidiaries and cause the officers, directors, employees, counsel and independent certified public accountants of the Company and its subsidiaries to respond to such inquiries and to supply all information reasonably requested by any such Inspector in connection with such Registration Statement, as shall be reasonably necessary, in the judgment of the respective counsel referred to in Section 2.5(a)(ii), to conduct a reasonable investigation within the meaning of the Securities Act;

 

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(iv) General Notifications. Promptly notify in writing the Participating Holders, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold, (A) when such Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to any such Registration Statement or any post-effective amendment, when the same has become effective, (B) when the SEC notifies the Company whether there will be a “review” of such Registration Statement, (C) of any comments (oral or written) by the SEC and by the blue sky or securities commissioner or regulator of any state with respect thereto and (D) of any request by the SEC for any amendments or supplements to such Registration Statement or the prospectus or for additional information;

(v) 10b-5 Notification. Promptly notify in writing the Participating Holders, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold pursuant to any Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon the happening of any event as a result of which, any prospectus included in such Registration Statement (or amendment or supplement thereto) contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made (which notice shall notify the Participating Holders only of the occurrence of such an event and shall provide no additional information regarding such event to the extent such information would constitute material non-public information), and the Company shall promptly prepare a supplement or amendment to such prospectus and file it with the SEC (in any event no later than ten (10) days following notice of the occurrence of such event to each Participating Holder, the sales or placement agent and the managing underwriter) so that after delivery of such prospectus, as so amended or supplemented, to the purchasers of such Registrable Securities, such prospectus, as so amended or supplemented, shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made;

(vi) Notification of Stop Orders; Suspensions of Qualifications and Exemptions. Promptly notify in writing the Participating Holders, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold of the issuance by the SEC of (A) any stop order issued or threatened to be issued by the SEC or (B) any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and the Company agrees to use commercially reasonable efforts to (x) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of any such stop order and (y) obtain the withdrawal of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction at the earliest practicable date;

 

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(vii) Amendments and Supplements; Acceleration. Promptly prepare and file with the SEC such amendments, including post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective, current and up-to-date for the applicable time period required hereunder and, if applicable, file any Registration Statements pursuant to Rule 462(b) under the Securities Act; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or in such prospectus as so supplemented. If a majority in interest of the Participating Holders so request, promptly request acceleration of effectiveness of the Registration Statement from the SEC and any post-effective amendments thereto, if any are filed; provided that at the time of such request, the Company does not in good faith believe that it is necessary to amend further the Registration Statement in order to comply with the provisions of this subparagraph. If the Company wishes to further amend the Registration Statement prior to requesting acceleration, it shall have five (5) days to so amend prior to requesting acceleration;

(viii) Copies. Furnish as promptly as practicable (and as far in advance as reasonably practicable prior to filing) to each Participating Holder and Inspector prior to filing a Registration Statement or any supplement or amendment thereto, copies of such Registration Statement, supplement or amendment as it is proposed to be filed, and after such filing such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus) and such other documents as each such Participating Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Participating Holder;

(ix) Blue Sky. Use commercially reasonable efforts to, prior to any public offering of the Registrable Securities, register or qualify (or seek an exemption from registration or qualifications) such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Participating Holder or underwriter may request, and to continue such qualification in effect in each such jurisdiction for as long as is permissible pursuant to the laws of such jurisdiction, or for as long as such Participating Holder or such underwriter, as the case may be, requests or until all of such Registrable Securities are sold, whichever is shortest, and do any and all other acts and things which may be reasonably necessary or advisable to enable any Participating Holder to consummate the disposition in such jurisdictions of the Registrable Securities;

 

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(x) Other Approvals. Use commercially reasonable efforts to obtain all other approvals, consents, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the Participating Holders and underwriters to consummate the disposition of Registrable Securities;

(xi) Agreements. Enter into customary agreements (including any underwriting agreements in customary form, including any representations and warranties and lock-up provisions therein), and take such other actions as may be reasonably required in order to expedite or facilitate the disposition of Registrable Securities;

(xii) “Comfort” Letter. Obtain a “comfort” letter or letters from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing underwriter may reasonably request;

(xiii) Legal Opinion. Furnish, at the request of any underwriter of Registrable Securities on the date such securities are delivered to the underwriters for sale pursuant to such registration, an opinion, dated such date, of counsel representing the Company for the purposes of such registration, addressed to the Holders, and the placement agent or sales agent, if any, thereof and the underwriters, if any, thereof, covering such legal matters with respect to the registration in respect of which such opinion is being given as such underwriter may reasonably request and as are customarily included in such opinions;

(xiv) SEC Compliance; Earnings Statement. Use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and make available to its shareholders, as soon as reasonably practicable, but no later than sixteen (16) months after the effective date of any Registration Statement (as defined in Rule 168(c) under the Act), an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; provided, however, that for the avoidance of doubt the requirements of this Section 2.5(a)(xiv) shall be satisfied to the extent that such registration statement, reports, statements or other documents are available on the SEC’s Electronic Data Gathering, Analysis and Retrieval System.

(xv) Certificates; Closing. Provide officers’ certificates and other customary closing documents;

(xvi) FINRA. Cooperate with each Participating Holder and each underwriter participating in the disposition of such Registrable Securities and underwriters’ counsel in connection with any filings required to be made with FINRA;

 

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(xvii) Road Show. Cause appropriate officers as are requested by a managing underwriter to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to an underwritten public offering;

(xviii) Listing. Use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;

(xix) Transfer Agent, Registrar and CUSIP. Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case, no later than the effective date of such registration;

(xx) Sales or Transfers. Use commercially reasonable efforts to assist a Holder in facilitating any sales (including but not limited to private sales) or other transfers of Registrable Securities by, among other things, providing officers’ certificates and other customary closing documents reasonably requested by a Holder; and

(xxi) Commercially Reasonable Efforts. Use commercially reasonable efforts to take all other actions necessary to effect the registration of the Registrable Securities contemplated hereby.

(b) Seller Information. The Company may require each Participating Holder as to which any registration of such Holder’s Registrable Securities is being effected to furnish to the Company such information regarding such Holder and such Holder’s method of distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. If a Holder refuses to provide the Company with any of such information on the grounds that it is not necessary to include such information in the Registration Statement, the Company may exclude such Participating Holder’s Registrable Securities from the Registration Statement if the Company provides such Participating Holder with an opinion of counsel to the effect that such information must be included in the Registration Statement and such Participating Holder continues thereafter to withhold such information. The exclusion of a Participating Holder’s Registrable Securities shall not affect the registration of the other Registrable Securities to be included in the Registration Statement.

(c) Notice to Discontinue. Each Participating Holder whose Registrable Securities are covered by a Registration Statement filed pursuant to this Agreement agrees that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 2.5(a)(v), such Participating Holder shall forthwith discontinue the disposition of Registrable Securities until such Participating Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.5(a)(v) or until it is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference into the prospectus, and, if so directed by the Company in the case of an event described in Section 2.5(a)(v), such Participating Holder shall deliver to the Company (at the Company’s expense) all copies, other

 

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than permanent file copies then in such Participating Holder’s possession, of the prospectus covering such Registrable Securities which is current at the time of receipt of such notice. If the Company shall give any such notice, the Company shall extend the period during which such Registration Statement is to be maintained effective by the number of days during the period from and including the date of the giving of such notice pursuant to Section 2.5(a)(v) to and including the date when the Participating Holder shall have received the copies of the supplemented or amended prospectus contemplated by, and meeting the requirements of, Section 2.5(a)(v).

Section 2.6 EXCHANGE ACT REGISTRATION AND NASDAQ LISTING. The Company shall use reasonable best efforts to cause, no later than the Nasdaq Listing Date, its common shares (including all Registrable Securities) to be (i) registered under the Exchange Act (which may be accomplished, at the Company’s option, using MJDS forms) and (b) listed on the Nasdaq Global Select Market and shall thereafter use its reasonable best efforts to maintain such listing; provided that if the Company does not qualify for the Nasdaq Global Select Market, then the Company shall use its reasonable best efforts to cause its common shares (including all Registrable Securities) to be listed on the Nasdaq Global Market, or if the Company does not qualify for the Nasdaq Global Select Market or the Nasdaq Global Market, then the Company shall use its reasonable best efforts to cause its Common Shares (including all Registrable Securities) to be listed on the Nasdaq Capital Market, or if the Company does not qualify for the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market, then the Company shall use its reasonable best efforts to cause its Common Shares (including all Registrable Securities) to be listed on any stock exchange that is designated by Holders of a majority of the Registrable Securities then outstanding. Except as otherwise provided herein, all Registration Expenses shall be borne by the Company. For the avoidance of doubt, the Company’s reasonable best efforts in connection with this Section 2.6 shall include any necessary stock-splits, reverse stock splits, stock dividends or other corporate actions necessary or appropriate to obtain a listing.

Section 2.7 REGISTRATION EXPENSES. Except as otherwise provided herein, all Registration Expenses shall be borne by the Company. All Selling Expenses relating to Registrable Securities registered shall be borne by the Participating Holders of such Registrable Securities pro rata on the basis of the number of Registrable Securities so registered.

Section 2.8 INDEMNIFICATION.

(a) Indemnification by the Company. To the fullest extent permitted by applicable law, the Company agrees, notwithstanding termination of this Agreement, to indemnify and hold harmless, each Holder, each of their directors, officers, employees, advisors, agents and general or limited partners (and the directors, officers, employees, advisors and agents thereof), and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons, and each underwriter and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any underwriter (collectively, “Holder Indemnified Parties”) from and against any and all losses, claims, damages, expenses (including, without limitation, reasonable costs of investigation and fees, disbursements, legal expenses and any other charges of counsel, any amounts paid in settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed and any costs

 

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incurred in enforcing the Company’s indemnification obligations hereunder) or other liabilities (collectively, “Losses”) to which any such Holder Indemnified Party may become subject under the Securities Act, Exchange Act, any other federal law, any state or common law or any rule or regulation promulgated thereunder or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) are resulting from or arising out of or based upon (i) any untrue, or alleged untrue, statement of a material fact contained in any Registration Statement, prospectus or preliminary prospectus (as amended or supplemented) or any document incorporated by reference in any of the foregoing or resulting from or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made), not misleading or (ii) any violation by the Company of the Securities Act, Exchange Act, any other federal law, any state or common law or any rule or regulation promulgated thereunder applicable to the Company or otherwise incident to any registration, qualification or compliance and in any such case, the Company will promptly reimburse each such Holder Indemnified Party for any Losses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability, action or investigation or proceeding; provided, however, that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, nor shall the Company be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Holder Indemnified Party in writing specifically for use in any Registration Statement, preliminary prospectus, prospectus, free writing prospectus or prospectus supplement, as applicable, or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto to the extent such delivery is required by law, after the Company has furnished such Holder Indemnified Party with a sufficient number of copies of the same. Such indemnity obligation shall survive the transfer of Registrable Securities by such Holder Indemnified Parties.

(b) Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holder Indemnified Parties as set forth in Section 2.8(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holders of a majority of the Registrable Securities subject to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the liability of any Holder under this Section 2.8(b) shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation shall survive the transfer of Registrable Securities by such Holder.

 

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(c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to this Agreement; provided, however, that, the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party hereunder unless and to the extent such Indemnifying Party is materially prejudiced by such failure. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel satisfactory to the Indemnified Party in its reasonable judgment or (iii) the named parties to any such action (including, but not limited to, any impleaded parties) reasonably believe that the representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct. In the case of clauses (ii) and (iii) above, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (B) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any Indemnified Party. The rights afforded to any Indemnified Party hereunder shall be in addition to any rights that such Indemnified Party may have at common law, by separate agreement or otherwise.

(d) Contribution. If the indemnification provided for in this Section 2.8 from the Indemnifying Party is unavailable or insufficient to hold harmless an Indemnified Party in respect of any Losses referred to herein, then the Indemnifying Party, in lieu of indemnifying the Indemnified Party, shall contribute to the amount paid or payable by the Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party, as well as any other relevant equitable considerations. The relative faults of the Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a

 

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material fact, was made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the Indemnifying Party’s and Indemnified Party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 2.8(d) shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. The amount paid or payable by a party as a result of the Losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in clauses (a), (b) and (c) of this Section 2.8, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.8(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 2.8(d).

Section 2.9 RULES 144, 144A, 903 AND 904; OTHER EXEMPTIONS. With a view to making available to the Holders the benefits of Rules 144, 144A, 903 and 904 promulgated under the Securities Act and other rules and regulations of the SEC that may at any time permit a Holder to sell securities of the Company without registration, the Company covenants that it shall use its commercially reasonable efforts to (i) file in a timely manner all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder; (ii) not make, or permit any of its Affiliates to make, any “directed selling efforts” (as defined in Rule 902(c) under the Securities Act), it being understood that this subparagraph (ii) shall not prohibit activities made in connection with any offering of securities of the Company pursuant to the Securities Act or pursuant to the exemption from registration provided by Rule 144A thereunder or a listing on a U.S. national securities exchange; (iii) within thirty (30) days after the end of the Company’s fiscal year, reasonably determine whether there is “substantial U.S. market interest” (as defined in Rule 902(j) under the Securities Act) (“SUSMI”) in the Common Shares and within such period notify the Holders in writing whether there is SUSMI in the Common Shares; and (iv) take such further action as each Holder may reasonably request (including, but not limited to, providing any information necessary to enable holders to comply with Rules 144, 144A, 903 or 904, if available with respect to resales of the Registrable Securities under the Securities Act), at all times from and after the date hereof, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (x) Rules 144, 144A, 903 or 904 (if available with respect to resales of the Registrable Securities) under the Securities Act, as such rules may be amended from time to time or (y) any other rules or regulations now existing or hereafter adopted by the SEC. Upon the written request of a Holder, the Company shall deliver to the Holder a written statement as to whether it has complied with such requirements.

Section 2.10 CERTAIN LIMITATIONS ON REGISTRATION RIGHTS. No Holder may participate in an underwritten public offering under a Registration Statement hereunder unless such Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements, and agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting agreement approved by the Holder or Holders entitled

 

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hereunder to approve such arrangements; provided, however, that no such Holder shall be required to make any representations or warranties to the Company or the underwriters in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of its Registrable Securities to be sold or transferred, (ii) such Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with applicable securities laws (including, without limitation, any “clean hands” or similar representation) as may be reasonably requested; provided, further, that in no event shall any Holder be required to sign any agreement or agreements requested by an underwriter obligating such Holder not to effect dispositions of Common Shares except as provided in this Agreement.

Section 2.11 LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS. The Company represents and warrants that it has not granted registration rights on or prior to the date hereof (other than pursuant to this Agreement) and agrees that from and after the date hereof, it shall not, without the prior written consent of the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding, enter into any agreement (or amendment or waiver of the provisions of any agreement) with any holder or prospective holder of any securities of the Company that would grant such holder registration rights that are more favorable or senior to those granted to the Investor Parties hereunder. The Company agrees that any holder or prospective holder granted registration rights in any such agreement shall be required to be subject to lock-up provisions if requested by the Company or underwriters no less stringent than those contained herein.

Section 2.12 TRANSFER OF REGISTRATION RIGHTS. The rights of a Holder hereunder may be transferred or assigned in connection with a transfer of Registrable Securities. Notwithstanding the foregoing, such rights may only be transferred or assigned provided that all of the following additional conditions are satisfied: (a) such transfer or assignment is effected in accordance with applicable securities laws; (b) such transferee or assignee agrees in writing to become subject to the terms of this Agreement; and (c) the Company is given written notice by such Holder of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the Registrable Securities with respect to which such rights are being transferred or assigned.

Section 2.13 “MARKET STAND-OFF” AGREEMENT. Each Holder hereby agrees that, to the extent requested by the managing underwriter for an offering of securities by the Company, it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus or prospectus supplement relating to such offering and for a period not to exceed one hundred eighty (180) days in the case of an Initial Public Offering or ninety (90) days in the case of any subsequent offering, subject to customary exceptions, (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Shares (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.13 shall not

 

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apply (a) to any offering effected prior to or on the date that is twelve (12) months from the date of this Agreement, unless (i) the Holder is given the opportunity to sell Registrable Securities in such offering and is able to complete the sale of not less than 25% of the total number of Registrable Securities that such Holder elected to include in such registration and (ii) all officers, directors and holders and beneficial owners of 5% or more of the then-outstanding Common Shares are subject to the same restrictions or (b) after the date that is twelve (12) months from the date of this Agreement unless all officers, directors and holders and beneficial owners of 5% or more of the then-outstanding Common Shares are subject to the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Section 2.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 2.13 or that are necessary to give further effect thereto and each Holder further agrees to cause any director affiliated with or appointed by such Holder to execute any lock-up or similar agreement reasonably requested by the Company or the managing underwriter of any offering if such Holder is obligated to execute a lock-up or similar agreement pursuant to this Section 2.13. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or any underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.

ARTICLE III

GENERAL PROVISIONS

Section 3.1 ENTIRE AGREEMENT. This Agreement and any certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof.

Section 3.2 ASSIGNMENT; BINDING EFFECT. Except as otherwise provided in Section 2.12, no party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other parties. All of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors and permitted assigns.

Section 3.3 NOTICES. All notices, requests and other communications provided for or permitted to be given under this Agreement must be in writing and shall be given by personal delivery, by certified or registered United States mail (postage prepaid, return receipt requested), by a nationally recognized overnight delivery service for next day delivery, by facsimile transmission or by electronic mail, to the address listed for each party in the Purchase Agreement (or to such other address as any party may give in a notice given in accordance with the provisions hereof). All notices, requests or other communications will be effective and deemed given only as follows: (i) if given by personal delivery, upon such personal delivery, (ii) if sent by certified or registered mail, on the fifth (5th) business day after being deposited in the United States mail, (iii) if sent for next day delivery by overnight delivery service, on the date of

 

17


delivery as confirmed by written confirmation of delivery, (iv) if sent by facsimile, upon the transmitter’s confirmation of receipt of such facsimile transmission, except that if such confirmation is received after 5:00 p.m. (in the recipient’s time zone) on a business day, or is received on a day that is not a business day, then such notice, request or communication will not be deemed effective or given until the next succeeding business day or (v) if sent by electronic mail, upon the recipient’s confirmation of receipt (which may be by an electronic mail reply or by any other method for which notice is permitted to be provided in this Section 3.3). Notices, requests and other communications sent in any other manner will not be effective.

Section 3.4 SPECIFIC PERFORMANCE; REMEDIES. Each party acknowledges and agrees that the other parties would be damaged irreparably if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the parties will be entitled to an injunction, injunctions or other equitable relief to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its provisions in any action or proceeding instituted in any state or federal court sitting in New York City, New York having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity. Except as expressly provided herein, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided herein, nothing herein will be considered an election of remedies.

Section 3.5 SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

(a) Submission to Jurisdiction. Any action, suit or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall only be brought in any state or federal court sitting in New York City, New York, and each party consents to the exclusive jurisdiction and venue of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such, action, suit or proceeding in any such court or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, service of process on such party as provided in Section 3.3 shall be deemed effective service of process on such party. Notwithstanding anything contained herein to the contrary, in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified.

(b) Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES THAT ANY DISPUTE THAT MAY ARISE OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE SUCH PARTY HEREBY EXPRESSLY WAIVES ITS RIGHT TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. THE SCOPE OF THIS WAIVER IS INTENDED TO ENCOMPASS ANY AND ALL ACTIONS, SUITS AND PROCEEDINGS

 

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THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY REPRESENTS THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) SUCH PARTY UNDERSTANDS AND WITH THE ADVICE OF COUNSEL HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND REPRESENTATIONS IN THIS SECTION 3.5(b).

Section 3.6 GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law principles.

Section 3.7 HEADINGS. The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

Section 3.8 AMENDMENTS. This Agreement may not be amended or modified without the written consent of the Company and the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding; provided, however, that any amendment or modification that adversely affects the rights of one or more Holders of Registrable Securities under this Agreement, in their capacity as such, in a manner that is materially different from the manner in which such amendment or modification affects the rights of other Holders of Registrable Securities under this Agreement, in their capacity as such, shall require the consent of each such adversely affected Holder.

Section 3.9 EXTENSIONS; WAIVERS. Any party may, for itself only, (a) extend the time for the performance of any of the obligations of any other party under this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any such extension or waiver will be valid only if set forth in a writing signed by the party to be bound thereby. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay on the part of any party to exercise any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy.

 

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Section 3.10 SEVERABILITY. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party or to any circumstance, is judicially determined not to be enforceable in accordance with its terms, the parties agree that the court judicially making such determination may modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced.

Section 3.11 COUNTERPARTS; EFFECTIVENESS. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Agreement will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. For purposes of determining whether a party has signed this Agreement or any document contemplated hereby or any amendment or waiver hereof, only a handwritten original signature on a paper document or a “pdf” or facsimile copy of such a handwritten original signature shall constitute a signature, notwithstanding any law relating to or enabling the creation, execution or delivery of any contract or signature by electronic means.

Section 3.12 CONSTRUCTION. This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any law will be deemed to refer to such law as in effect on the date hereof and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties intend that each representation, warranty, and covenant contained herein will have independent significance. If any party has breached any covenant contained herein in any respect, the fact that there exists another covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached will not detract from or mitigate the fact that the party is in breach of the first covenant. Time is of the essence in the performance of this Agreement.

Section 3.13 ATTORNEYS’ FEES. If any dispute among any parties arises in connection with this Agreement, the prevailing party in the resolution of such dispute in any action or proceeding will be entitled to an order awarding full recovery of reasonable attorneys’ fees and expenses, costs and expenses (including experts’ fees and expenses and the costs of enforcing this Section 3.13) incurred in connection therewith, including court costs, from the non-prevailing party.

Section 3.14 ADJUSTMENTS FOR STOCK SPLITS, ETC.. Wherever in this Agreement there is a reference to a specific number of shares of the Company’s capital stock of any class or series, then, upon the occurrence of any subdivision, combination or stock dividend of such class or series of stock, the specific number of shares so referenced in this Agreement will automatically be proportionally adjusted to reflect the effect of such subdivision, combination or stock dividend on the outstanding shares of such class or series of stock.

 

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Section 3.15 TERM.. This Agreement shall terminate (a) after six (6) years from the date of this Agreement and (b) with respect to a Holder, on the date on which such Holder ceases to hold Registrable Securities. Notwithstanding any termination of this Agreement, including with respect to a Holder, each Holder’s and the Company’s rights and obligations pursuant to Section 2.8, as well as the Company’s obligations to pay expenses pursuant to Section 2.7, shall survive with respect to any Registration Statement in which any Registrable Securities of any such Holder is included.

[SIGNATURE PAGES FOLLOW]

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

THE COMPANY:
PROMETIC LIFE SCIENCES INC.
By:  

(s) Simon Best

  Name: Simon Best
  Title: Interim President and CEO

Signature Page to Registration Rights Agreement


CONSONANCE CAPITAL MASTER
ACCOUNT L.P., by its investment manager,
Consonance Capital Management LP
By:  

(s) Benny Soffer

  Name: Benny Soffer
  Title: Partner and Portfolio Manager
P CONSONANCE OPPORTUNITIES LTD., by its investment manager, Consonance Capital Opportunity Fund Management LP
By:  

(s) Benny Soffer

  Name: Benny Soffer
  Title: Partner and Portfolio Manager

Signature Page to Registration Rights Agreement

Exhibit 99.70

EXECUTION COPY

RESTRUCTURING AGREEMENT

This DEBT RESTRUCTURING AGREEMENT (this “Agreement”) is dated as of April 15, 2019 and entered into among:

STRUCTURED ALPHA LP, a Cayman Island exempted limited partnership

(together with its permitted successors and assigns, “Lender”),

- and -

PROMETIC LIFE SCIENCES INC., a Canadian corporation

(together with its permitted successors and assigns, “Borrower”),

- and -

PROMETIC BIOTHERAPEUTICS INC., a Delaware corporation

(together with its permitted successors and assigns, “PBT”),

- and -

PROMETIC BIOSEPARATIONS LTD, an Isle of Man company formerly known as Prometic Biosciences Ltd

(together with its permitted successors and assigns, “PBL”),

- and -

PROMETIC BIOSCIENCES INC., a Canadian corporation

(together with its permitted successors and assigns, “PBI”),

- and -

PROMETIC BIOPRODUCTION INC., a Canadian corporation

(together with its permitted successors and assigns, “PBP”),

- and -

NANTPRO BIOSCIENCES, LLC, a Delaware limited liability company

(together with its permitted successors and assigns, “NantPro”),

 


- and -

PROMETIC PLASMA RESOURCES INC., a Canadian corporation (together with its permitted

successors and assigns, “PPR”),

- and -

PROMETIC PHARMA SMT HOLDINGS LIMITED, a private limited company incorporated under the laws of England and Wales (together with its permitted successors and assigns, “Pharma SMT Holdings”),

- and -

PROMETIC PHARMA SMT LIMITED, a private limited company incorporated under the laws of England and Wales (together with its permitted successors and assigns, “Pharma SMT”),

- and -

PROMETIC BIOTHERAPEUTICS LTD, a private limited company incorporated under the laws of England and Wales (together with its permitted successors and assigns, “PBT UK”),

- and -

TELESTA THERAPEUTICS INC., a corporation incorporated under the laws of Canada (together with its permitted successors and assigns, “Telesta”),

- and -

PROMETIC PLASMA RESOURCES (USA) INC., a Delaware corporation (together with its permitted successors and assigns, “PPR USA”).

RECITALS:

A. The Borrower and the Lender are parties to a loan agreement originally dated September 10, 2013, as amended and restated on July 31, 2014, March 31, 2015 and February 29, 2016, and as further amended by the First Consent and Amendment dated August 23, 2016, the Second Consent and Amendment dated October 28, 2016, the Third Consent and Amendment dated January 16, 2017, the Fourth Consent and Amendment dated March 29, 2017, the Fifth Consent and Amendment dated March 29, 2017, the Sixth Amendment dated April 27, 2017, the Seventh Consent and Amendment dated October 31, 2017, the Omnibus Amendment Agreement dated November 30, 2017, the Second Omnibus Amendment Agreement dated May 1, 2018 and the consents respectively dated October 22, 2018, and November 9, 2018, the Third Omnibus Amendment Agreement dated November 14, 2018, and the various consents entered into prior to the date hereof (the “First Loan Agreement”).

 

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B. The Borrower and the Lender are parties to a loan agreement originally dated July 31, 2014, as amended and restated on March 31, 2015 and February 29, 2016, as further amended by the First Consent and Amendment dated August 23, 2016, the Second Consent and Amendment dated October 28, 2016, the Third Consent and Amendment dated January 16, 2017, the Fourth Consent and Amendment dated March 29, 2017, the Fifth Consent and Amendment dated March 29, 2017, the Sixth Amendment dated April 27, 2017, the Seventh Consent and Amendment dated October 31, 2017, the Omnibus Amendment Agreement dated November 30, 2017, the Second Omnibus Amendment Agreement dated May 1, 2018 and the consents respectively dated October 22, 2018, and November 9, 2018, the Third Omnibus Amendment Agreement dated November 14, 2018, and the various consents entered into prior to the date hereof (the “Second Loan Agreement”).

C. The Borrower and the Lender are parties to a third loan agreement dated April 27, 2017, as amended by the Seventh Consent and Amendment dated October 31, 2017, the Omnibus Amendment Agreement dated November 30, 2017, the Second Omnibus Amendment Agreement dated May 1, 2018 and the consents respectively dated October 22, 2018, and November 9, 2018, the Third Omnibus Amendment Agreement dated November 14, 2018, and the various consents entered into prior to the date hereof (the “Third Loan Agreement”).

D. The Borrower and the Lender are parties to a fourth loan agreement dated November 30, 2017 as amended by the Second Omnibus Amendment Agreement dated May 1, 2018, the consents respectively dated October 22, 2018, and November 9, 2018, the Third Omnibus Amendment Agreement dated November 14, 2018, the Fourth Amendment to the Fourth Loan Agreement dated February 22, 2019, and the various consents entered into prior to the date hereof (the “Fourth Loan Agreement”, together with the First Loan Agreement, the Second Loan Agreement, the Third Loan Agreement, collectively, the “Existing Loan Agreements”).

E. The parties to the Existing Loan Agreements wish to give effect to the Restructuring and certain related transactions pursuant to the terms of this Agreement, including (i) the amendment and restatement of the Third Loan Agreement in its entirety which will thereupon be renamed the ‘Consolidated Loan Agreement’ and (ii) the concurrent termination of the First Loan Agreement, Second Loan Agreement and Fourth Loan Agreement.

ARTICLE 1

INTERPRETATION

Section 1.1 Definitions. Capitalized terms not defined in this Agreement have the meanings given to them in the Existing Loan Agreements, and otherwise, the following capitalized terms have the meanings specified below:

Board” means the board of directors of the Borrower.

Closing” means the closing of the transactions contemplated by the Restructuring.

Closing Date” means the date of the satisfaction or waiver of the conditions set forth in Section 4.1 (other than the delivery of items to be delivered on the Closing Date and the satisfaction of those conditions that, by their terms, cannot be satisfied until the Closing Date) or such other date mutually agreed to by the Lender and the Borrower.

 

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Closing Time” means 10:00 a.m. (Toronto time) on the Closing Date or such other time mutually agreed to by the Lender and the Borrower.

Common Share” means a fully-paid and non-assessable common share in the capital of the Borrower.

Concurrent Financing” has the meaning set out in Section 2.4.

Consolidated Loan Agreement” means (i) prior to the Closing Date, the Third Loan Agreement, and (ii) from and after the Closing Date, the Consolidated Loan Agreement substantially in the form attached as Exhibit A hereto, dated as of the Closing Date, by and among the Lender, the Borrower and the Obligors, representing an amendment and restatement of the Third Loan Agreement.

Exchange Approvals” has the meaning set out in Section 4.1(l).

Governmental Body” means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities or stock exchange.

[DELETED – NATURE OF AGREEMENT]

Initial Tranche” has the meaning set out in Section 2.4.

Lender Nominees” has the meaning set out in Section 2.8.

Loan Documents” means, from and after the Closing Date, this Agreement, the Consolidated Loan Agreement, the Security Documents, Warrant #10 (as defined below), together with any other warrants issued from time to time under the Consolidated Loan Agreement, [DELETED – NATURE OF AGREEMENT], and any other agreements, instruments and documents delivered from time to time (both before and after the date of this Agreement) to the Lender by any of the Obligors in connection with this Agreement or any other Loan Document, in each case as amended, restated, supplemented, replaced or otherwise modified from time to time.

Order” means any order, directive, decree, judgment, ruling, award, injunction, direction or request of any Governmental Body or other decision-making authority of competent jurisdiction.

Public Disclosure Documents” means, collectively, all reports, schedules, forms, statements and any other disclosure documents (including exhibits and other information incorporated therein) filed by the Borrower with the Securities Commissions since January 1, 2018 that are available to the public on SEDAR.

Restructuring” means collectively (i) the debt-for-equity exchange to be effected under this Agreement pursuant to which the Lender will invest $228,887,948 for the purchase of Common Shares at the Transaction Price, with the consideration for such investment being a reduction in the total Debt owing by the Borrower to the Lender under the Existing Loan Agreements in an aggregate amount equal to $228,887,948 and (ii) the amendment of the exercise price and certain other terms of certain outstanding Common Share purchase warrants owned by the Lender and consolidating such warrants in a new single warrant instrument to be issued to the Lender.

 

4


[DELETED – NATURE OF AGREEMENT]

Securities Commissions” means, collectively, the securities commissions or other securities regulatory authorities in each of the provinces and territories of Canada.

Securities Laws” means all applicable securities laws and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the Securities Commissions, and all rules, policies and requirements of the TSX, and any other stock exchange on which securities of the Borrower are traded, and including U.S. Securities Laws.

Security Documents”, before the Closing Time, has the meaning set out in the Existing Loan Agreements, and after the Closing Time, has the meaning set out in the Consolidated Loan Agreement.

SEDAR” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators.

Transaction Price” means $0.01521.

TSX” means the Toronto Stock Exchange.

Section 1.2 Headings, etc. The inclusion of headings in this Agreement is for convenience of reference only and does not affect the construction or interpretation hereof.

Section 1.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

ARTICLE 2

AGREEMENTS

Subject to the satisfaction of each of the conditions set forth in this Agreement, the parties hereby agree as follows:

Section 2.1 Debt Cancellation and Purchase of Restructuring Shares.

(a) The Lender will purchase at the Closing Time 15,050,312,371 Common Shares (the “Restructuring Shares”) at a per share price equal to the Transaction Price for a total purchase price of $228,887,948 (the “Purchase Price”).

(b) At the Closing Time, as consideration for and in satisfaction of the full Purchase Price, the Lender will cancel an aggregate amount of $228,887,948 of Debt owing by the Borrower to the Lender under the Existing Loan Agreements.

(c) At the Closing Time: (i) the Third Loan Agreement will be amended and restated in its entirety and re-named as the “Consolidated Loan Agreement”, with all Debt owing to the Lender thereunder being reduced to a principal amount of $10,000,000, all subject to the terms and conditions set forth in the Consolidated Loan Agreement, and (ii) the First Loan Agreement, the Second Loan Agreement and the Fourth Loan Agreement will be terminated and shall be of no further force and effect.

 

5


Section 2.2 Warrant Changes. Subject to the satisfaction of the conditions specified under Section 4.1, Warrant #1, Warrant #2, Warrant #8 and Warrant #9 will be cancelled at the Closing Time, and, concurrently with such cancellation, the Borrower shall issue a warrant certificate substantially in the form attached as Exhibit B hereto (“Warrant #10”) to the Lender, which Warrant #10 will be exercisable for 168,735,308 Common Shares (the “Warrant Shares”) at a per-share exercise price equal to the Transaction Price, expiring eight years after the Closing Date.

Section 2.3 Rights Offering. Concurrently with the announcement of the Restructuring, the Borrower will announce a rights offering to the registered holders of the Borrower’s Common Shares (as shown on the books of the Borrower as of such record date following the Restructuring and the Initial Tranche of the Concurrent Financing as shall be determined by the Board) to acquire, for each Common Share of the Borrower held by such registered holder, one (1) right to acquire twenty (20) Common Shares at the Transaction Price for each share acquired (the “Rights Offering”). The maximum number of Common Shares issuable upon the exercise of rights will be equal to the quotient of $75 million and the Transaction Price, with any exercise of rights in excess of this limit subject to proration across all exercising holders. The Borrower will launch the Rights Offering as soon as reasonably practicable following the Closing Date and will complete the Rights Offering as soon as reasonably practicable following the Closing Date in compliance with Securities Laws.

Section 2.4 Concurrent Financing. Concurrently with the announcement of the Restructuring, the Borrower will announce a prospectus-exempt offering of Common Shares at a price per share equal to the Transaction Price, for gross proceeds of not less than $25 million and up to $75 million (the “Concurrent Financing”). The Concurrent Financing may be completed in one or more tranches, with the final closing to occur on the later of May 21, 2019 and the closing date of the Rights Offering, provided that the first closing (i) shall be for a minimum amount of $25 million, (ii) shall include a minimum commitment by the Borrower of $25 million, and (iii) shall occur on the Closing Date (the “Initial Tranche”). The Lender agrees that it shall subscribe for the number of Common Shares in the Concurrent Financing such that the aggregate gross proceeds to the Borrower realized from (i) the Initial Tranche of the Concurrent Financing are not less than $25 million and (ii) the Concurrent Financing and the Rights Offering are not less than $50 million.

Section 2.5 Termination of [DELETED – NATURE OF AGREEMENT]. At the Closing Time, the [DELETED – NATURE OF AGREEMENT] will be hereby terminated and shall be of no further force and effect.

Section 2.6 Reverse Split. The Borrower shall submit a proposal to its shareholders at the next annual general and special meeting of the shareholders of the Borrower in order for the shareholders of the Borrower to approve a reverse split of the Common Shares sufficient to result in a per-share price of the Common Shares in the range of USD$10-USD$15.

Section 2.7 Nasdaq Listing. The Borrower shall use its commercially reasonable efforts to list its Common Shares on the Nasdaq Global Select Market within six months after the Closing Date; provided that if the Borrower does not qualify for the Nasdaq Global Select Market, then the Borrower shall use its commercially reasonable efforts to list its Common Shares on the Nasdaq Global Market, or if the Borrower does not qualify for the Nasdaq Global Select Market or the Nasdaq Global Market, then the Borrower shall use its commercially reasonable efforts to list its Common Shares on the Nasdaq Capital Market.

 

6


Section 2.8 Board Rights. Subject to Closing and following the Closing Date:

(a) If the Lender beneficially owns, or exercises control or direction over, less than a majority of the issued and outstanding Common Shares (on a non-diluted basis), the Borrower shall have the right to nominate for election to the Board at any meeting of shareholders called for that purpose a number of directors designated by the Lender (the “Lender Nominees”) that represents the same percentage of the total number of directors to be elected at such meeting as the Lender’s Proportionate Interest (rounded down to the nearest whole number); provided for greater certainty that this nomination right shall terminate if the Lender ceases to own at least 10% of the Borrower’s issued and outstanding Common Shares, in which case the Lender shall not be entitled to nominate any director. For this purpose, the Lender’s Proportionate Interest is the percentage of the Borrower’s issued and outstanding Common Shares (calculated on a non-diluted basis) that is beneficially owned, or over which control or direction is exercised, by the Lender at the record date for the applicable meeting of shareholders. In addition to the foregoing, the Lender shall be entitled to designate a minimum of two nominees for election to the Board so long as it beneficially owns, or exercises control or direction over, at least 10% of the Borrower’s issued and outstanding Common Shares (on a non-diluted basis). Notwithstanding anything to the contrary in this Agreement, (i) the composition of the Board from time to time shall comply with applicable stock exchange rules, (ii) the Board shall at all times be composed of at least three members who are independent within the meaning of National Instrument 52-110 Audit Committees, and (iii) the Borrower shall only be obligated to nominate for election to Board any candidate that is able and eligible to serve as a director of the Borrower pursuant to applicable corporate laws and Securities Laws.

(b) If any of the Lender Nominees should resign, be ineligible or otherwise unable to serve as a director of the Borrower, the Lender shall be entitled to nominate a replacement candidate for election or appointment to the Board.

(c) No director on the Board that is a nominee of the Lender shall be subject to a minimum shareholding policy or similar ownership policy in connection with such individual’s status as a director on the Board, and for greater certainty such director shall be entitled to all the rights, benefits and privileges afforded Board members.

For greater certainty, if Closing does not occur, the nomination rights provided for under this Section 2.8 shall be of no force and effect.

ARTICLE 3

ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 3.1 Additional Representations and Warranties of the Borrower. The Borrower and each other Obligor represents and warrants to the Lender as follows as at the date hereof:

(a) Liens or Agreements. No Obligor has (A) created, incurred, assumed or suffered to exist any Lien on its present or future property or assets, except for Permitted Encumbrances; (B) entered into an agreement with any Person restricting the ability of that Obligor to grant Liens over its present or future property or assets unless such restriction is expressly stated not to extend or apply to any Liens granted or to be granted in favour of the Lender (it being understood that the representation in this clause (B) will not apply to an “anti-assignment clause” in any such agreement that restricts the ability of the Borrower to make an outright transfer, assignment or disposition of its rights in respect of that agreement); or (C) sold, assigned, transferred or otherwise disposed of any Patents to Telesta or to any Subsidiary of Telesta.

 

7


(b) Authorization; No Conflict. The execution and delivery by the Borrower of this Agreement, and the performance by it of its obligations hereunder, have been duly authorized by all necessary corporate action on its part and do not and will not: (i) contravene any provision of its constating documents or any resolution of its shareholders or directors (or any committee thereof); or (ii) violate any Applicable Law.

(c) Consents. Neither the Borrower nor any of its Subsidiaries is required to give any notice to, make any filing with or obtain any authorization, Order or other approval of any person in connection with the execution or delivery by the Borrower of or performance of its obligations under this Agreement, other than (i) any filings, consents, approvals or notices required by Securities Laws, or (ii) where the failure to give any notice to, make any filing with or obtain any authorization, Order or other approval of any person in connection with the execution or delivery of or performance of its obligations under this Agreement would not, in the aggregate, have a material adverse effect on the ability of the Borrower to perform its obligations hereunder.

(d) Authorized and Issued Capital. The authorized capital of the Borrower consists of an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series, of which 739,130,546 Common Shares have been validly issued and are outstanding as of the date hereof and no preferred shares have been issued or are outstanding as of the date hereof. All of the issued and outstanding Common Shares are fully paid and non-assessable and have been duly authorized by all necessary corporate action and issued. Except as disclosed in the Public Disclosure Documents and except for the investors which will be taking part in the Concurrent Financing, no person has any agreement with the Borrower or any privilege, warrant, convertible security or option exercisable against the Borrower or any right capable of becoming an agreement with the Borrower for the purchase, subscription or issuance of any unissued Common Shares or any other securities of the Borrower.

(e) Listing of Common Shares. The outstanding Common Shares as of the date hereof are listed and posted for trading on the TSX and no order ceasing or suspending trading in any securities of the Borrower or prohibiting the sale or issuance of the Restructuring Shares or the trading of any of the Borrower’s issued securities has been issued and no proceedings for such purpose are pending or, to the knowledge of the Borrower, have been threatened provided that as a result of reliance on the TSX financial hardship exemption from the requirement to obtain shareholder approval, the Borrower may be placed under remedial delisting review.

(f) Issuance of Restructuring Shares and Warrant #10. The Borrower has the full power and authority to issue the Restructuring Shares, Warrant #10, and the Warrant Shares. The issuance of the Restructuring Shares, Warrant #10, and the Warrant Shares has, or prior to the Closing Date will be, duly authorized by all necessary corporate action and, when issued and delivered against payment of the consideration therefor, the Restructuring Shares and Warrant Shares will be validly issued as fully paid and non-assessable Common Shares in the capital of the Borrower. At the Closing Time, the Lender will be the legal owner of the Restructuring Shares and Warrant #10 and will have good title thereto free and clear of all encumbrances, other than as may be imposed as a result of the application of any Applicable Laws or as are imposed as a result of any actions taken by, or transactions entered into by, the Lender.

 

8


(g) Public Disclosure Documents. As of the time it was filed, each of the Public Disclosure Documents complied in all material respects with the applicable requirements of Securities Laws and none of the Public Disclosure Documents contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading, except to the extent any such Public Disclosure Document is superseded by a subsequent Public Disclosure Document. The Borrower has not filed any confidential material change report or other confidential report with any Securities Regulator which at the date hereof remains confidential. Subject to the satisfaction or waiver of the conditions to closing set forth in this Agreement, the accuracy of the representations and warranties of the Lender in this Agreement and provided that the Borrower obtains the Exchange Approvals, the Borrower has complied with all Applicable Laws in connection with the offer, sale and issuance of Restructuring Shares and Warrant #10.

(h) Conduct of Business. Since January 1, 2018 to the date hereof, except as disclosed in the Public Disclosure Documents, the Borrower and its Subsidiaries have conducted their businesses only in the ordinary course consistent with past practice.

(i) Representations and Warranties. The representations and warranties made by it in each of the Existing Loan Agreements are true and correct on and as of the date hereof, except to the extent that such representation or warranty expressly relates to an earlier date.

(j) No Default. No Default or Event of Default has occurred and is continuing on the date hereof or will occur and be existing on the Closing Date after giving effect to the transactions contemplated herein.

ARTICLE 4

CONDITIONS PRECEDENT

Section 4.1 Conditions to the Restructuring. The completion of the Restructuring on the Closing Date shall be subject to the satisfaction of the following conditions precedent:

(a) receipt by the Lender of a copy of the following documents, duly executed and delivered by all parties thereto:

(i) the Consolidated Loan Agreement;

(ii) Warrant #10; and

(iii) such ancillary documents have been entered into in all jurisdiction reasonably required by the Lender to give effect to the transactions contemplated hereby;

(b) the representations and warranties made by the Borrower in Section 3.1 are true and correct as of the Closing Date, except to the extent that such representation or warranty expressly relates to an earlier date;

(c) no Default or Event of Default has occurred and is continuing on the date hereof; and

 

9


(d) no material adverse information shall have become known to the Lender with respect to the Borrower or any Guarantor which is inconsistent with or was omitted from the information previously disclosed to the Lender (including by way of public disclosure);

(e) the TSX shall have conditionally approved the transactions contemplated by this Agreement (including the Concurrent Financing) on terms satisfactory to the Lender and the Borrower, each acting reasonably;

(f) the Borrower shall have completed the Initial Tranche of the Concurrent Financing, for gross proceeds of not less than $25 million;

(g) the Borrower shall have waived the application of the Borrower’s shareholder rights plan and spin-off shareholder rights plan in connection with the transactions contemplated by this Agreement;

(h) the Board of the Borrower shall have appointed Mr. Kenneth Galbraith as Chief Executive Officer, in place of Professor Simon Best, and Messrs. Stefan Clulow and Professor Simon Best shall have been appointed as Chair and Lead Independent Director, respectively, of the Board;

(i) the Borrower shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to Closing;

(j) no preliminary or permanent injunction or other Order issued by a Governmental Body, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Body, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement shall be in effect;

(k) no Order having the effect of suspending the issuance or ceasing the trading of any of the Purchased Securities issued or made by any Governmental Body, Securities Regulator or stock exchange shall be in effect;

(l) the Borrower shall have delivered, or cause to be delivered, to the Lender (without duplication with respect to deliverables under the Consolidated Loan Agreement):

(i) certificates of status, good standing, or the equivalent for each Obligor issued within two Business Days prior to the Closing Date;

(ii) Officer’s Certificates attaching the articles, bylaws, authorizing resolutions and incumbency certificate of each Obligor; and

(iii) opinions of Quebec and Ontario counsel to the Borrower acceptable to the Lender and Lender’s counsel, acting reasonably; and

(iv) a certificate from a duly authorized officer of the Borrower certifying (A) the articles and by-laws of the Borrower, (B) the incumbency of signing officers of the Borrower, (C) the corporate resolutions of the Borrower approving the execution and delivery of, and performance of the Borrower’s obligations under, this Agreement, and (D) the satisfaction of the conditions in this Section 4.1;

 

10


(v) evidence that the TSX has conditionally approved the listing of all the Restructuring Shares, the Warrant Shares and the Common Shares issued or issuable in the Concurrent Financing, subject to the satisfaction of customary conditions (the “Exchange Approvals”); and

(vi) a certificate bearing the legend prescribed by section 2.5(2)3.i of National Instrument 45-102 and duly executed by the Borrower representing the Restructuring Shares registered in the name of the Lender (or as the Lender may otherwise direct, if being issued to be held with an investment dealer), and duly issued by the Borrower and registered in the share register of the Borrower in the name of the Lender or other nominee (unless the Lender has elected for the Restructuring Shares to be issued and deposited in electronic form with CDS Clearing and Depository Services Inc., in which case the Lender will not receive a certificate from the Borrower).

ARTICLE 5

MISCELLANEOUS

Section 5.1 Ratification of Existing Obligations. The Borrower and each Obligor hereby acknowledge and confirm that, until Closing:

(a) the terms of each of the Existing Loan Agreements, as amended by this Agreement, shall remain in full force and effect and are hereby ratified and confirmed;

(b) the obligations of the Obligors under each of the Existing Loan Agreements and the other Loan Documents will not otherwise be impaired or affected by the execution and delivery of this Agreement; and

(c) each and all of their obligations and liabilities expressed to be assumed and undertaken by them under each of the Loan Documents and the Liens intended to be conferred upon the Lender under such Loan Documents are in full force and effect and will secure all amounts outstanding under each of the Existing Loan Agreements as amended or varied by this Agreement.

Section 5.2 Regulatory Matters. The Lender will execute, deliver and file or reasonably assist the Borrower in filing such reports, undertakings and other documents with respect to the transactions contemplated hereby as may be required by Securities Laws, including but not limited to personal information forms, early warning reports and insider reports. The Borrower and its legal counsel shall be given a reasonable opportunity to review and comment on such reports, undertakings and other such documents delivered or filed by the Lender prior to their delivery or filing.

Section 5.3 Payment of Costs and Expenses. The Borrower shall pay to the Lender within 30 days of receipt of a written demand therefor by the Lender (accompanied by the relevant invoices and other customary supporting documentation as may be modified to preserve the solicitor-client privilege), all reasonable costs and expenses incurred by the Lender and its agents from time to time in connection with any transactions contemplated by this Agreement or the Loan Documents including, without limitation:

 

  (a)

any actual or proposed amendment of or supplement to this Agreement or any of the Loan Documents or any waiver thereunder;

 

11


  (b)

the defence, establishment, protection or enforcement of any of the rights or remedies of the Lender under this Agreement or any of the Loan Documents; and

 

  (c)

all of the reasonable fees and disbursements of counsel to the Lender incurred in connection with any of the foregoing.

Section 5.4 Indemnity. The Obligors shall indemnify the Lender for all losses, costs, expenses, damages and liabilities which the Lender may sustain or incur as a consequence of any default or breach by the Borrower under this Agreement including, without limitation, in respect of Article 2 and Section 5.2, except for those losses, costs, expenses, damages or liabilities which result from the Lender’s gross negligence or willful misconduct. A certificate of the Lender setting forth the amounts necessary to indemnify the Lender in respect of such losses, costs, expenses, damages or liabilities shall be conclusive evidence of the amounts owing under this Section 5.3, absent manifest error.

Section 5.5 Public Releases. The Borrower and the Lender shall consult with each other prior to issuing any press release or other public disclosure with respect to this Agreement, and the parties shall not issue such press release or make any public disclosure without the prior approval of the Borrower (in the case of a press release or public disclosure by the Lender) and the Lender (in the case of a press release or public disclosure by the Borrower), such approval not to be unreasonably withheld. Notwithstanding the foregoing, if at any time a party is required by Applicable Laws to make a press release or other public disclosure (including the filing on SEDAR of any material change report or copy of this Agreement), such party may do so, notwithstanding the failure of the other party to approve the text of such press release or other public disclosure, provided that such party has made reasonable efforts in the particular circumstances to allow the other party a reasonable opportunity to comment on such press release or other public disclosure (including with respect to redactions to be made to this Agreement).

Section 5.6 Further Assurances. The Obligors shall, at their own expense, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, documents and assurances as the Lender may from time to time reasonably request to give effect to this Agreement.

Section 5.7 Benefits. This Agreement is binding upon and will inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Section 5.8 Counterparts. This Agreement may be executed in any number of counterparts and delivered by facsimile or PDF via email, each of which will be deemed to be an original.

– signature page follows –

 

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date stated on the first page above.

BORROWER:

 

PROMETIC LIFE SCIENCES INC.
By:  

(s) Simon Best

  Name: Simon Best
  Title: Interim President and CEO

GUARANTORS:

 

PROMETIC BIOTHERAPEUTICS INC.
By:  

(s) Patrick Sartore

  Name: Patrick Sartore
  Title: Secretary
PROMETIC BIOSEPARATIONS LTD.
By:  

(s) Patrick Sartore

  Name: Patrick Sartore
  Title: Company Secretary
PROMETIC BIOSCIENCES INC.
By:  

(s) Patrick Sartore

  Name: Patrick Sartore
  Title: Secretary
PROMETIC BIOPRODUCTION INC.
By:  

(s) Patrick Sartore

  Name: Patrick Sartore
  Title: Secretary
NANTPRO BIOSCIENCES, LLC
By:  

(s) Patrick Sartore

  Name: Patrick Sartore
  Title: Secretary

Debt Restructuring Agreement

 


PROMETIC PLASMA RESOURCES INC.
By:  

(s) Patrick Sartore

  Name: Patrick Sartore
  Title: Secretary
TELESTA THERAPEUTICS INC.
By:  

(s) Patrick Sartore

  Name: Patrick Sartore
  Title: Secretary
PROMETIC PLASMA RESOURCES (USA) INC.
By:  

(s) Patrick Sartore

  Name: Patrick Sartore
  Title: Secretary

 

Executed by:

(s) Patrick Sartore

Name: Patrick Sartore

Title: Company Secretary and Director

for and on behalf of PROMETIC PHARMA SMT HOLDINGS LIMITED
Executed by:
(s) Patrick Sartore

Name: Patrick Sartore

Title: Company Secretary and Director

for and on behalf of PROMETIC PHARMA SMT LIMITED
Executed by:
(s) Patrick Sartore

Name: Patrick Sartore

Title: Director

for and on behalf of PROMETIC BIOTHERAPEUTICS LTD.

Debt Restructuring Agreement

 


LENDER:

 

STRUCTURED ALPHA LP, by its general partner Thomvest Asset Management Ltd.
By:  

(s) Stefan V. Clulow

  Name: Stefan V. Clulow
  Title: Managing Director and Chief
 

Investment Officer

Debt Restructuring Agreement

 


EXHIBIT A

CONSOLIDATED LOAN AGREEMENT

[EXHIBIT OMITTED – THE FINAL VERSION OF THE AGREEMENT EXECUTED BY THE

PARTIES WILL BE FILED SEPARATELY ON SEDAR]

 


EXHIBIT B

WARRANT #10

(see attached)

 


Warrant #10

CERTIFICATE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY COMMON SHARES ACQUIRED ON AN EXERCISE OF THIS WARRANT MUST NOT TRADE THE SECURITY BEFORE •, 2019.

PROMETIC LIFE SCIENCES INC.

THIS WARRANT CERTIFICATE CERTIFIES that, for value received, Structured Alpha LP and its transferees and assigns (the “Holder”) is the registered holder of 168,735,308 warrants (the “Warrants”), each of which entitles the Holder, subject to the terms and conditions set forth in this certificate, to acquire from ProMetic Life Sciences Inc. (the “Corporation”) one fully-paid and non-assessable common share in the capital of the Corporation (a “Common Share”) in consideration for the payment of the amount set out in Section 1.2 at any time before 5:00 p.m. (Montreal time) on [•], 2027 (the “Time of Expiry”).

SECTION 1. EXERCISE OF WARRANTS

1.1 Election to Acquire

The Holder may exercise the Warrants in whole or in part and in accordance with these provisions by delivering with this certificate an Election to Exercise in substantially the attached form, properly completed and signed, together with a payment made in accordance with Section 1.2 for the number of Common Shares specified in the Election to Exercise at the principal office of the Corporation at its head office at 440 Boul. Armand-Frappier, Suite 300, Laval, Québec, Canada, H7V 4B4, or such other address in Canada as may be notified in writing by the Corporation, to the attention of the Corporate Secretary of the Corporation. If the Warrants are exercised in part, the Corporation shall, contemporaneously with the issue of the Common Shares issuable on such exercise, issue to the Holder a Warrant certificate on identical terms representing the unexercised Warrants.

1.2 Exercise Price

The exercise price for the Warrants shall be $0.01521 (the “Exercise Price”).

1.3 Exercise

The Corporation shall, on the date it receives with this certificate a duly signed Election to Exercise and the Exercise Price for the number of Common Shares specified in the Election to Exercise (the “Exercise Date”), issue that number of Common Shares specified in the Election to Exercise as fully paid and non-assessable Common Shares.

The exercise of the Warrants is conditional upon the Holder complying with the insider regulatory requirements.

 


1.4 Certificate

As promptly as practicable after the Exercise Date and, in any event, within three business days of receipt of the Election to Exercise and payment of the Exercise Price, the Corporation shall issue and deliver to the Holder, registered in such name or names as the Holder may direct or, if no such direction has been given, in the name of the Holder, a certificate or certificates for the number of Common Shares specified in the Election to Exercise. To the extent permitted by law, such exercise will be deemed to be in effect as of the close of business on the Exercise Date, and at that time the rights of the Holder with respect to the number of Warrants that have been exercised as such will cease, and the person or persons in whose name or names any certificate or certificates for Common Shares will then be issuable will be deemed to have become the holder or holders of record of the Common Shares represented thereby.

1.5 Fractional Shares

The Corporation shall not issue any fraction of a Common Share on the exercise of a Warrant. If a Warrant confers the right to be issued a fraction of a Common Share, the number of Common Shares to be issued will be rounded down to the nearest whole number.

SECTION 2. ADJUSTMENTS

2.1 Adjustments

Subject to Section 2.2, the Exercise Price and the number of Common Shares are subject to the following adjustments each time such an event occurs.

 

(a)

If the Corporation:

 

  (1)

subdivides or splits the outstanding Common Shares into a greater number of Common Shares; or

 

  (2)

reduces, combines or consolidates the outstanding Common Shares into a smaller number of Common Shares;

the Exercise Price in effect on the effective date of that subdivision, split, reduction, combination or consolidation will:

 

  (x)

in the case of an event referred to in (1), decrease in proportion to the number of outstanding Common Shares resulting from the subdivision, split or dividend; or

 

  (y)

in the case of an event referred to in (2), increase in proportion to the number of outstanding Common Shares resulting from the reduction, combination or consolidation.

Any adjustment to the Exercise Price under this Section 2.1(a) will include a corresponding adjustment to the number of Common Shares or other classes of shares or securities that the Holder is entitled to receive upon exercise of the Warrants (and which, as at the date of this certificate, is equal to one Common Share per Warrant).

 

- 2 -


(b)

If the Corporation fixes a record date for the issue of options, rights or warrants to the holders of all or substantially all outstanding Common Shares entitling them, for a period expiring not more than 45 days after the record date, to acquire Common Shares (or securities convertible into Common Shares) at a price per Common Share (or having a conversion or exchange price per Common Share) equal to less than 95% of the Current Market Price (as defined in SECTION 5 hereto) per Common Share on the record date, the Exercise Price in effect immediately after that record date will equal a price determined by subtracting from the Exercise Price in effect on the record date the difference between (a) the Current Market Price per Common Share on the record date and (b) the volume weighted average trading price per Common Share for the five trading days starting two trading days prior to the record date as agreed to by the Toronto Stock Exchange (the “TSX”).

 

(c)

If the Corporation fixes a record date for a dividend or distribution to the holders of all or substantially all outstanding Common Shares of:

 

  (1)

shares of any class (excluding shares distributed to holders of Common Shares who have elected to receive dividends or distributions in the form of such shares in lieu of cash dividends or distributions paid in the ordinary course);

 

  (2)

rights, options or warrants (excluding rights, options or warrants entitling their holders to acquire or purchase Common Shares or securities convertible into Common Shares for a period of not more than 45 days after the record date);

 

  (3)

evidences of indebtedness; or

 

  (4)

assets (excluding cash dividends or distributions paid in the ordinary course);

the Exercise Price in effect immediately after that record date will equal a price determined by subtracting from the Exercise Price in effect on the record date the difference between (a) the Current Market Price per Common Share on the record date and (b) the volume weighted average trading price per Common Share for the five trading days starting two trading days prior to the record date as agreed to by the TSX.

 

(d)

Upon:

 

  (1)

a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 2.1(a);

 

  (2)

a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other person;

 

  (3)

a sale, lease or exchange of all or substantially all or conveyance of the property of the Corporation to any other person;

 

  (4)

a liquidation, dissolution or winding-up of the Corporation; or

 

  (5)

another similar transaction;

 

 

- 3 -


if the Holder has not exercised in whole the Warrants before the effective date of that transaction, upon exercise of those Warrants, the Holder will be entitled to receive and shall accept, in lieu of the number of Common Shares sought to be acquired, the number of shares or other securities or property that the Holder would have been entitled to receive on that transaction if, on its effective date, the Holder had been the registered holder of the number of Common Shares sought to be acquired under those Warrants.

2.2 Rules

 

(a)

The adjustments referred to in Section 2.1 are cumulative and are subject to TSX prior approval.

 

(b)

If a dispute arises with respect to any adjustment of the Exercise Price or the number of Common Shares purchasable under the Warrants, that dispute shall be conclusively determined by the Corporation’s independent external auditors or, if they are unable or unwilling to act, by such other “Big 4” firm of independent chartered accountants as may be selected by the Corporation’s board of directors and reasonably acceptable to the Holder.

2.3 Taking of Actions

Before taking an action that would require an adjustment under Section 2.1, the Corporation shall take all actions that may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue as fully paid and non-assessable shares or other securities all of the Common Shares or other securities that the Holder is entitled to receive in accordance with this SECTION 2, including receipt of all necessary regulatory approvals.

2.4 Notice of Adjustment

Upon any adjustment of the Exercise Price or any increase or decrease in the number of Common Shares purchasable upon exercise of the Warrants, the Corporation shall give written notice thereof to the Holder at its address as shown on the books of the Corporation. The notice shall be signed by the Corporation’s chief financial officer and shall state the Exercise Price resulting from the adjustment and the increase or decrease, if any, in the number of Common Shares purchasable at that price upon exercise of the Warrants, setting forth in reasonable detail the method of calculation and the facts upon which the calculation is based.

SECTION 3. COMMON SHARES TO BE RESERVED

The Corporation shall at all times keep available out of its authorized capital, solely for the purpose of issue upon the exercise of Warrants, such number of Common Shares as will then be issuable upon the exercise of the Warrants. All Common Shares that will be issuable upon the exercise of the Warrants (including payment of the Exercise Price) shall, upon issue, be duly authorized and issued as fully paid and non-assessable. The Corporation shall take such actions as may be reasonably necessary and as are within its power to ensure that all those Common Shares and Warrants may be so issued without violation of any applicable requirements of any exchange upon which the Common Shares may be listed or in respect of which the Common Shares are qualified for unlisted trading privileges. The Corporation shall take all such actions as may be reasonably necessary and are within its power to ensure that all those Common Shares and Warrants may be so issued without violation of any applicable law.

 

- 4 -


The Corporation will cause the Common Shares issuable upon the exercise of Warrants to be approved for listing and trading upon issuance.

SECTION 4. LISTING AND TRADING

The Corporation shall, at its expense and as expeditiously as possible, cause all Common Shares issuable upon the exercise of the Warrants to be (a) duly listed on the TSX or any other applicable exchange and (b) freely tradable in Canada.

SECTION 5. CURRENT MARKET PRICE

For the purpose of any computation under this certificate, “Current Market Price”, in respect of a Common Share at any date, means the volume weighted average trading price (as indicated on the Thomson Reuters Eikon service) per Common Share for the five trading days immediately preceding that date or, if that date is an effective date or a record date, the third trading day before that date on the TSX, as agreed to by the TSX, or if the Common Shares are not then listed on the TSX, on such stock exchange on which the Common Shares are then listed as may be selected for such purpose by the Corporation or, if the Common Shares are not then listed on a stock exchange then on the over-the-counter market; the volume weighted average trading price is equal to the total value divided by the total volume of all Common Shares traded on that exchange or market, as the case may be, during the relevant period; if there is no market for the Common Shares during all or part of such period, the Current Market Price, in respect of all or such part of that period, shall be determined by the Corporation’s board of directors.

SECTION 6. NO IMPAIRMENT

The Corporation shall not, by amendment of articles of incorporation or bylaws or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Corporation, but shall at all times in good faith assist in carrying out all the provisions of this Warrant and in taking all such action as may be necessary or appropriate to protect the Holder’s rights hereunder.

SECTION 7. PAYMENT OF TAXES AND OTHER DUTIES

The Corporation shall pay all expenses in connection with, and all applicable stamp, registration, bank transaction and other taxes (other than income tax and capital gains tax in respect of the Holder), if any, and all other taxes and other governmental charges that may be properly imposed on the Corporation in respect of the issue or delivery of the Common Shares issuable upon the exercise of the Warrants, and shall indemnify and hold the Holder or its affiliates harmless from any such taxes, including related interest and penalties which may become payable by the Holder or its affiliates as a result of the failure or delay by the Corporation to pay such taxes specified above. For the purposes hereof, “other taxes” means any present or future stamp, documentary or similar issue or transfer taxes or any other excise or property taxes, charges or similar levies in respect of the issue or delivery of the Common Shares issuable upon exercise of the Warrants.

 

- 5 -


SECTION 8. REPLACEMENT

Upon receipt of evidence reasonably satisfactory to the Corporation of the loss, theft, destruction or mutilation of this certificate and, if requested by the Corporation, upon delivery of a bond of indemnity reasonably satisfactory to the Corporation (or, in the case of mutilation, upon surrender of this certificate), the Corporation shall issue to the Holder a replacement certificate (containing the same terms and conditions as this certificate).

SECTION 9. TRANSFER OF WARRANTS

Subject to compliance with all applicable laws (including, for greater certainty, securities laws), this Warrant and all rights hereunder may be assigned or otherwise transferred by the Holder in whole or in part.

SECTION 10. EXPIRY DATE

The Warrants will expire, cease and become null and void at the Time of Expiry.

SECTION 11. INABILITY TO DELIVER

If for any reason, other than the failure or default of the Holder or the Corporation, the Corporation is unable to issue and deliver Common Shares or other securities to the Holder upon the proper exercise by the Holder of a Warrant pursuant to Section 1.2, the Corporation shall pay, at its option and in complete satisfaction of its obligations hereunder, to the Holder, in cash, an amount equal to the difference between the Exercise Price and the Current Market Price of the Common Shares or other securities on the Exercise Date.

SECTION 12. CURRENCY

Unless otherwise specified, an amount in currency is in Canadian dollars.

SECTION 13. SUCCESSOR

This certificate binds and is for the benefit of the Holder and the Corporation and their respective successors or permitted assigns.

SECTION 14. GOVERNING LAW

The Warrants shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party hereto irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. The parties agree that they will not bring any proceedings relating to any issue arising from the Warrants in any court outside Ontario. Notwithstanding the foregoing, the Holder may initiate, continue or otherwise bring a proceeding in a jurisdiction other than Ontario if the Holder believes, in its sole discretion, that doing so will expedite or otherwise benefit its ability to enforce its rights under the Warrants.

 

 

- 6 -


SECTION 15. HEADINGS AND REFERENCE

The division of this certificate into articles, sections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and will not affect the interpretation of this certificate. “Article”, “Section” or “Schedule” refers to the specified article, paragraph, subparagraph, other subdivision or schedule of or to this certificate.

SECTION 16. GENERAL

The holding of Warrants does not constitute the Holder a shareholder of the Corporation or entitle the Holder to any right or interest in respect thereof except as expressly provided in this certificate.

[Signature Page Follows]

 

- 7 -


[Signature Page of the Warrant Certificate]

The Corporation has caused this Warrant certificate to be signed by a duly authorized officer.

DATED as of                                 , 2019

 

PROMETIC LIFE SCIENCES INC.
By:  

 

  Patrick Sartore
  Chief Legal Officer and Corporate Secretary

 

- 8 -


Election to Exercise

The undersigned hereby irrevocably elects to exercise the number of Warrants of ProMetic Life Sciences Inc. as set forth below:

 

(a)

Number of Warrants to be Exercised:

 

(b)

Exercise Price per Warrant:

 

(c)

Aggregate Exercise Price [(a) multiplied by (b)]:

Payment of the Aggregate Exercise Price is made by the delivery of cash, check or the initiation of a wire transfer of immediately available funds equal to the Aggregate Exercise Price;

The Holder directs that a number of Common Shares of the Corporation equal to the number of Warrants hereby exercised be registered and a certificate therefor be issued as directed below.

DATED                          , 20                 

 

By:  

 

  Authorized Representative:
  Name:

Direction as to Registration

Name of Registered Holder:

Address of Registered Holder:

 

- 9 -

Exhibit 99.71

EXECUTION VERSION

PROMETIC LIFE SCIENCES INC.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

 

TO:   

PROMETIC LIFE SCIENCES INC.

 

AND TO:    RAYMOND JAMES LTD. (THE “AGENT”)

Each of the undersigned, Consonance Capital Master Account L.P. and P Consonance Opportunities Ltd. (each, a “Subscriber” and collectively, the “Subscribers”), severally and not jointly, subscribe for and agree to purchase the number of common shares of Prometic Life Sciences Inc. (the “Corporation”) indicated below at a purchase price of C$0.01521 per common share (the “Subscription Price”), on and subject to the “Terms and Conditions of Subscription” attached to and forming part of this subscription agreement (the “Agreement” or “Subscription Agreement”).

PART A – DETAILS OF SECURITIES PURCHASED:

 

 

Consonance Capital Master Account L.P.

 
Number of Securities: 3,029,868,836
 

 

Aggregate Subscription Price: C$46,084,305

 
 

 

P Consonance Opportunities Ltd.

 

Number of Securities: 257,442,144

 

 

Aggregate Subscription Price: C$3,915,695

 
 
 

 

1


PART B – CONTACT INFORMATION OF CONSONANCE CAPITAL MASTER ACCOUNT L.P.:

 

 

Subscriber Information

    
   
1370 Avenue of the Americas, Floor 33     

 

(Subscriber’s Address)     
   
New York, NY     

 

(Municipality)    (Province/State)
   
10019    USA      

 

(Postal Code/Zip Code)    (Country)
   
[DELETED – PERSONAL INFORMATION]     

 

(Telephone Number)     
   
[DELETED – PERSONAL INFORMATION]     

 

(Email Address)     
   
Number of Securities of the Corporation currently owned:     
   
0                         
   
      

 

 

Register the Securities as set forth below:

 
CONSONANCE CAPITAL MASTER ACCOUNT L.P.
 

 

(Name)

 

(Account reference, if applicable)
 
Ogier Fiduciary Services (Cayman) Limited,
Camana Bay
Grand Cayman KY1-9007
Cayman Islands
 

 

(Address)
 

 

 

 

Deliver the Securities as set forth below:

 
☒ Same as Address (otherwise complete below)
 

 

(Name)
 

 

(Account reference, if applicable)
 

 

(Contact Name)
 

 

(Address)
 

 

 
 

 

2


PART B – CONTACT INFORMATION OF P CONSONANCE OPPORTUNITIES LTD.:

 

 

Subscriber Information

    
   
1370 Avenue of the Americas, Floor 33     

 

(Subscriber’s Address)     
   
New York, NY     

 

(Municipality)    (Province/State)
   
10019    USA      

 

(Postal Code/Zip Code)    (Country)
   
[DELETED – PERSONAL INFORMATION]     

 

(Telephone Number)     
   
[DELETED – PERSONAL INFORMATION]     

 

(Email Address)     
   
Number of Securities of the Corporation currently owned:     
   
0                         
      

 

 

Register the Securities as set forth below:

 
P CONSONANCE OPPORTUNITIES LTD.
 

 

(Name)
 

 

(Account reference, if applicable)
 

Ogier Fiduciary Services (Cayman) Limited,

Camana Bay

Grand Cayman KY1-9007
Cayman Islands
 

 

(Address)

 

 

 

Deliver the Securities as set forth below:

 
☒ Same as Address (otherwise complete below)

 

(Name)
 

 

(Account reference, if applicable)
 

 

(Contact Name)
 

 

(Address)
 

 

 
 

 

3


 

State whether Consonance Capital Master Account L.P. is an Insider (as defined below) of the Corporation:

   
Yes (director)       No                ☒
   
Yes (officer)        
   
Yes (holder of more than 10% of the voting securities of the Corporation)        
   
Yes (other:                                 
                                             )        
   
           

 

Number and kind of securities of the Corporation currently held, directly or indirectly, or over which control or direction is exercised, if any:

 
0                                                                                                      
 
 
 

 

 

State whether P Consonance Opportunities Ltd. is an Insider (as defined below) of the Corporation:

   
Yes (director)      No                ☒
   
Yes (officer)       
   
Yes (holder of more than 10% of the voting securities of the Corporation)       
   
Yes (other:                                
                                             )       
   
          

 

Number and kind of securities of the Corporation currently held, directly or indirectly, or over which control or direction is exercised, if any:

 
0                                                                                                      
 
 
 

 

PART C – DETAILS OF EXEMPTION RELIED ON (CONSONANCE CAPITAL MASTER ACCOUNT L.P.):

 

Accredited Investor Status:

Please refer to the Accredited Investor Certificate included as Schedule “C” to this Subscription Agreement for the definition of “accredited investor” and complete the following statement:

The Subscriber satisfies paragraph of the definition of “accredited investor” found in National Instrument 45-106 Prospectus Exemptions.

 

U.S. Accredited Investor Status:

Please refer to the U.S. Accredited Investor Certificate included as Schedule “D” to this Subscription Agreement for the definition of “accredited investor” and complete the following statement:

The Subscriber satisfies paragraph LOGO of the definition of “accredited investor” found in Rule 501(a) of Regulation D under the 1933 Act.

 

4


PART C – DETAILS OF EXEMPTION RELIED ON (P CONSONANCE OPPORTUNITIES LTD.):

 

Accredited Investor Status:

Please refer to the Accredited Investor Certificate included as Schedule “C” to this Subscription Agreement for the definition of “accredited investor” and complete the following statement:

The Subscriber satisfies paragraph ☐ of the definition of “accredited investor” found in National Instrument 45-106 Prospectus Exemptions.

 

U.S. Accredited Investor Status:

Please refer to the U.S. Accredited Investor Certificate included as Schedule “D” to this Subscription Agreement for the definition of “accredited investor” and complete the following statement:

The Subscriber satisfies paragraph LOGO of the definition of “accredited investor” found in Rule 501(a) of Regulation D under the 1933 Act.

A fully completed and executed copy of this Subscription Agreement, including all items required to be completed as set out above, must be delivered to the Corporation no later than the Closing (unless other arrangements acceptable to the Corporation have been made).

 

5


Payment instructions:

Payment of the aggregate Subscription Price must be received by the Corporation no later than the Closing (unless other arrangements acceptable to the Corporation have been made).

 

CONSONANCE CAPITAL MASTER ACCOUNT L.P.

HAVE YOU COMPLETED THIS SUBSCRIPTION AGREEMENT PROPERLY?

The following items in this Subscription Agreement must be completed. Please initial each applicable box.

All Subscribers

 

 

All Subscriber information in Part B and Part C (pp. 1 to 5)

Subscribers resident in a jurisdiction of Canada purchasing as “accredited investors”

 

 

Schedule “C”, and the annexes thereto, indicating which category is applicable

All United States Investors

 

 

Schedule “D” indicating which category is applicable

Subscribers resident in a jurisdiction other than Canada or the United States

 

 

Schedule “E”

You may not change any part of this agreement without the consent of the Corporation.

 

6


P CONSONANCE OPPORTUNITIES LTD.

HAVE YOU COMPLETED THIS SUBSCRIPTION AGREEMENT PROPERLY?

The following items in this Subscription Agreement must be completed. Please initial each applicable box.

All Subscribers

 

 

All Subscriber information in Part B, Part C, and Part D (pp. 1 to 5)

Subscribers resident in a jurisdiction of Canada purchasing as “accredited investors”

 

 

Schedule “C”, and the annexes thereto, indicating which category is applicable

All United States Investors

 

 

Schedule “D” indicating which category is applicable

Subscribers resident in a jurisdiction other than Canada or the United States

 

 

Schedule “E”

You may not change any part of this agreement without the consent of the Corporation.

 

7


TO BE COMPLETED BY THE CORPORATION ONLY

The Corporation accepts the subscription on the terms and conditions of this Agreement, including the attached “Terms and Conditions of Subscription”, for the following number of common shares:

Consonance Capital Master Account L.P.: 3,029,868,836 P Consonance Opportunities Ltd.: 257,442,144

 

  Date:   April 15, 2019 ,
  PROMETIC LIFE SCIENCES INC.
  By:   (s) Simon G. Best
  Authorized Signing Officer
  Interim President and Chief Executive Officer
  Official Capacity or Title

Subscription No:    

 

8


TERMS AND CONDITIONS OF SUBSCRIPTION

Section 1 Definitions

 

(1)

In this Agreement (including the attached schedules) or any amendment hereto, the following terms shall have the following meanings unless otherwise indicated:

 

  (a)

1933 Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

 

  (b)

Action” means any action, claim, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation before or by any federal, provincial, state, county, local or foreign court or tribunal of competent jurisdiction, arbitrator, governmental or administrative agency, instrumentality or subdivision, regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), stock market, stock exchange or trading facility;

 

  (c)

Agent” has the meaning ascribed thereto in Section 2(1) of this Agreement;

 

  (d)

Agreement” or “Subscription Agreement” has the meaning ascribed thereto in the first paragraph of this Agreement;

 

  (e)

“Applicable Securities Laws” has the meaning ascribed thereto in Section 4(1)(b) of this Agreement;

 

  (f)

“Audited Financial Statements” has the meaning ascribed thereto in Section 1(l) of Schedule “F” of this Agreement;

 

  (g)

“Authorization” means, with respect to any person, any Order, permit, approval, consent, waiver, license, qualification, registration or similar authorization of any Governmental Authority having jurisdiction over the person;

 

  (h)

“Board Observation Rights and Director Nomination Agreement” means that certain Board Observation Rights and Director Nomination Agreement in the form attached hereto as Exhibit 1 (with such changes thereto as may be reasonably agreed among the parties thereto);

 

  (i)

“Canadian Offering Jurisdictions” means, collectively, each of the provinces of Canada;

 

  (j)

“CIPO” means the Canadian Intellectual Property Office;

 

  (k)

“Clinical Trials” has the meaning ascribed thereto in Section 1(iii) of Schedule “F” of this Agreement;

 

  (l)

Closing” has the meaning ascribed thereto in Section 3(1) of this Agreement;

 

  (m)

“Closing Date” has the meaning ascribed thereto in Section 3(1) of this Agreement;

 

  (n)

“Code” has the meaning ascribed thereto in Section 1(eeee) of Schedule “F” of this Agreement;

 

  (o)

Common Shares” or “Securities” has the meaning ascribed thereto in Section 2(1) of this Agreement;

 

9


  (p)

“Corporate IP” means the Intellectual Property (i) that has been developed by or for or is being developed by or for the Corporation and/or a Subsidiary, or (ii) that is being used by the Corporation and/or a Subsidiary, other than Licensed IP;

 

  (q)

Corporation” means Prometic Life Sciences Inc., a corporation incorporated under the Canada Business Corporations Act, and includes any successor corporation thereto;

 

  (r)

“Disqualification Event” has the meaning ascribed thereto in Section 7(e) of this Agreement;

 

  (s)

“Documents” means, collectively, this Agreement, the Registration Rights Agreement, the Board Observation Rights and Director Nomination Agreement, and all other documents necessary to the closing of the transactions contemplated by this Agreement;

 

  (t)

“Engagement Letters” has the meaning ascribed thereto in Section 2(1) of this Agreement;

 

  (u)

“Environmental Laws” has the meaning ascribed thereto in Section 1(uu) of Schedule “F” of this Agreement;

 

  (v)

“Environmental Permits” has the meaning ascribed thereto in Section 1(vv) of Schedule “F” of this Agreement;

 

  (w)

“FDA” means the U.S. Food and Drug Administration of the U.S. Department of Health & Human Services;

 

  (x)

“Forward-Looking Statements” has the meaning ascribed thereto in Section 1(dddd) of Schedule “F” of this Agreement;

 

  (y)

“Governmental Authority” means any: (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, bureau or agency, domestic or foreign; (b) any subdivision, agent, commission, board, or authority of any of the foregoing; (c) any quasi- governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any stock exchange or self-regulatory authority and, for greater certainty, includes the Securities Commissions and the TSX;

 

  (z)

“Hazardous Substances” has the meaning ascribed thereto in Section 1(uu) of Schedule “F” of this Agreement;

 

  (aa)

“Health Regulatory Authority” means the statutory or Governmental Authorities authorized under applicable laws to protect and promote public and animal health through regulation and supervision of therapeutic drug candidates intended for use in humans, including, without limitation, institutional review boards, the FDA, Health Canada, the European Medicines Agency and the U.K. Medicines and Healthcare Products Regulatory Authority;

 

  (bb)

Insolvent” means (i) the present fair saleable value of the Corporation’s assets is less than the amount required to pay the Corporation’s total indebtedness, (ii) the Corporation is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Corporation intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Corporation does not have sufficient capital with which to conduct the business in which it is engaged as such business is now conducted or proposed to be conducted;

 

10


  (cc)

“Intellectual Property” means all trade or brand names, business names, trademarks, service marks, copyrights, patents, patent rights, licenses, industrial designs, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), computer software inventions, designs and other industrial or intellectual property of any kind or nature whatsoever (including applications for all of the foregoing and renewals, divisions, continuations, continuations-in-part, extensions and reissues, where applicable, relating thereto);

 

  (dd)

International Jurisdiction” has the meaning ascribed thereto in Section 7(i) of this Agreement;

 

  (ee)

“IP Laws” means all federal, provincial, state and local laws and regulations applicable to Intellectual Property in Canada, the United States, the European Union and the jurisdictions in which the Corporation has registered Intellectual Property;

 

  (ff)

“Law” means any and all applicable laws, including all statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws or judgments, orders, decisions, rulings or awards of any Governmental Authority, binding on or affecting the person referred to in the context in which the word is used;

 

  (gg)

“Leased Premises” has the meaning ascribed thereto in Section 1(aaaa) of Schedule “F” of this Agreement;

 

  (hh)

“Licensed IP” means the Intellectual Property owned by any person other than the Corporation and the Subsidiaries and which the Corporation and/or a Subsidiary uses;

 

  (ii)

“Liens” means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other material right or material claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy such property or assets;

 

  (jj)

“Material Adverse Effect” and “Material Adverse Change” means any effect on or change in either the Corporation or any of the Subsidiaries or the business as described in the Public Disclosure Documents that is or is reasonably likely to (i) be materially adverse to the business, management, shareholders’ equity, results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), or business operations of the Corporation and the Subsidiaries, taken as a whole or (ii) prevent, impair or materially delay the ability of the Corporation and its Subsidiaries to carry out their respective obligations under the Documents or consummate the transactions contemplated by the Documents;

 

  (kk)

“Material Permits” has the meaning ascribed thereto in Section 1(fff) of Schedule «F» of this Agreement;

 

  (ll)

“OFAC” means the Office of Foreign Assets Control of the U.S. Treasury Department;

 

  (mm)

“Offering” has the meaning ascribed thereto in Section 2(1) of this Agreement;

 

11


  (nn)

“Order” means any order, directive, decree, judgment, ruling, award, injunction, direction or request of any Governmental Authority or other decision-making authority of competent jurisdiction;

 

  (oo)

“PCMLTFA” has the meaning ascribed thereto in Section 7(w) of this Agreement;

 

  (pp)

“Product Laws” has the meaning ascribed thereto Section 1(hhh) of Schedule “F” of this Agreement;

 

  (qq)

“Public Disclosure Documents” means all information disseminated to the public or filed by or on behalf of the Corporation since January 1, 2019 with the Securities Commissions or the TSX in compliance, or intended compliance, with Applicable Securities Laws;

 

  (rr)

“Public Record” has the meaning ascribed thereto in Section 5(f) of this Agreement;

 

  (ss)

“Refinancing Closing Date” means the “Closing Date”, as such term is defined in the Restructuring Agreement.

 

  (tt)

“Refinancing Transactions” means the following transactions contemplated by that certain Restructuring Agreement, dated as of the date hereof (the “Restructuring Agreement”), by and among, inter alia, Structured Alpha LP, a Cayman Island exempted limited partnership, as Lender, and the Corporation:

 

  (i)

entering into an agreement to convert all but $10 million of the outstanding debt owing to SALP into Common Shares and concurrently entering into amended and restated credit facilities between the Corporation and SALP to reflect such debt conversion; and

 

  (ii)

amending the exercise price of certain outstanding Common Share purchase warrants owned by SALP and consolidating such warrants in a new single warrant instrument to be issued to SALP;

 

  (uu)

“Registered Corporate IP” means all Corporate IP that is the subject of registration with a national intellectual property office (including, without limitation, the CIPO and the USPTO) for intellectual property or applications for such registration with a national Intellectual Property office;

 

  (vv)

“Registration Rights Agreement” means that certain Registration Rights Agreement in the form attached hereto as Exhibit 2 (with such changes thereto as may be reasonably agreed among the parties thereto);

 

  (ww)

“Regulation S” means Regulation S promulgated under the 1933 Act;

 

  (xx)

“Regulation D” means Regulation D promulgated under the 1933 Act;

 

  (yy)

“Regulator” has the meaning ascribed thereto in Section 4(1)(d) of this Agreement;

 

  (zz)

“Rights Plan” means (i) the Shareholder Rights Plan Agreement, amended and restated as of March 22, 2018, between the Corporation and Computershare Trust Company of Canada, as rights agent; (ii) the Spin-Off Shareholder Rights Plan Agreement, as amended and restated on March 22, 2018, between, inter alia, the Corporation and Computershare Trust Company of Canada, as rights agent and (iii) any other control share acquisition, business combination, poison pill (including any distribution under a rights agreement), or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Corporation, other than any such arrangement provided for under the SALP Loan Agreement or any share purchase warrants issued to SALP pursuant to the terms of the Restructuring Agreement;

 

12


  (aaa)

“SALP” means Structured Alpha LP;

 

  (bbb)

“SALP Loan Agreement” has the meaning ascribed thereto in Section 1(e) of Schedule “F” of this Agreement;

 

  (ccc)

“SEC” means the United States Securities and Exchange Commission;

 

  (ddd)

“Securities Commissions” means the securities commissions or other securities regulatory authorities in the Canadian Offering Jurisdictions;

 

  (eee)

SEDAR” means the System for Electronic Document Analysis and Retrieval, accessed by way of www.sedar.com;

 

  (fff)

“Subscriber” and “Subscribers” have the meaning ascribed thereto in the first paragraph of this Agreement;

 

  (ggg)

“Subscription Price” has the meaning ascribed thereto in the first paragraph of this Agreement;

 

  (hhh)

Subsidiaries” means the subsidiaries of the Corporation as set out in Section 1(e) of Schedule “F” of this Agreement, and “Subsidiary” means any one of them;

 

  (iii)

“Taxes” has the meaning ascribed thereto in Section 1(v) of Schedule “F” of this Agreement;

 

  (jjj)

“Time of Closing” has the meaning ascribed thereto in Section 3(1) of this Agreement;

 

  (kkk)

“Trading Day” means a day on which the Common Shares is listed or quoted and traded on the TSX.

 

  (lll)

“TSX” means the Toronto Stock Exchange;

 

  (mmm)

United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia;

 

  (nnn)

United States Investor” means (i) any person in the United States or any person purchasing on behalf of or for the benefit of any person in the United States, (ii) any person that receives or received an offer of the Common Shares while in the United States, (iii) any U.S. person (within the meaning of Regulation S) or (iv) any person that is in the United States at the time the applicable Subscriber’s buy order was made or this Agreement was executed or delivered;

 

  (ooo)

U.S. Accredited Investor” means an “accredited investor” that meets the criteria in Rule 501(a) of Regulation D under the 1933 Act; and

 

  (ppp)

“USPTO” means the United States Patent and Trademark Office.

 

13


Section 2 Terms of the Offering

 

(1)

The common shares of the Corporation (the “Common Shares” or the “Securities”) purchased hereunder form part of a larger offering (“Offering”) of 4,931,554,664 Securities by the Corporation pursuant to the terms of the engagement letter (the “Engagement Letter”) between the Corporation and Raymond James & Associates, Inc. (“Agent”). The Offering is being made by the Agent on a “best efforts” private placement basis without underwriting liability.

 

(2)

The Securities will be offered in Canada through the Agent, and in certain other jurisdictions, as contemplated by the Engagement Letters.

 

(3)

The Agent will receive from the Corporation a fee equal to 7% of the aggregate gross proceeds of the Offering payable upon completion of the purchase from the Corporation of the Securities and, subject to the terms of the Engagement Letters, will be entitled to reimbursement of certain of its expenses incurred in connection with the Offering.

 

(4)

The net proceeds from the Offering will be released to the Corporation on the Closing Date, to be used by the Corporation in the manner set forth in this Agreement.

Section 3 Closing

 

(1)

The completion of the offer, sale and issuance of the Securities as contemplated by this Agreement (the “Closing”) will occur on April 23, 2019 at 8 a.m. New York City time or such other date and time as may be determined by the Corporation and the Agent (the “Closing Date” and the “Time of Closing”, respectively), provided such date is not later than the Refinancing Closing Date, subject to satisfaction or waiver by the relevant party of the conditions of closing.

 

(2)

The closing of the Offering may be effected by a series of discrete closings involving the Corporation and one or more purchasers of Securities; provided, that the Closing, as defined herein, with respect to the offer, sale and issuance of the Securities as contemplated by this Agreement, shall be effected in accordance with Section 3(1).

 

(3)

Each Subscriber will be entitled to receive a single certificate endorsed by the Corporation representing the Securities subscribed for by such Subscriber hereunder, which certificate will be available for delivery to each of the Subscribers in Toronto, Ontario, at the Time of Closing upon satisfaction of the conditions of Closing described below. If any of the Subscribers chooses not to attend the Closing then the Corporation will deliver such certificate to such Subscriber as provided in Section 4(2)(a)(vi) at the address specified by the Subscriber for delivery.

Section 4 Conditions of Closing

 

(1)

Each Subscriber, on its own behalf, acknowledges that the offer, sale and issuance of the Securities as contemplated by this Agreement is subject to, among other things, the following conditions being fulfilled or performed on or before the Time of Closing, which conditions are for the exclusive benefit of the Corporation and may be waived, in whole or in part, by the Corporation, acting reasonably:

 

  (a)

Each Subscriber delivering or causing to be delivered to the Corporation not later than 2 p.m. EST on the Closing Date:

 

  (i)

one fully completed and duly executed copy of this Agreement, including the Schedules and all other documentation contemplated by this Agreement;

 

  (ii)

the Registration Rights Agreement, duly executed by such Subscriber;

 

14


  (iii)

the Board Observation Rights and Director Nomination Agreement, duly executed by such Subscriber (or the affiliates thereof party thereto);

 

  (iv)

a certified cheque, bank draft or evidence of completed wire transfer as such wire information provided prior to the Closing Date or such other method of payment acceptable to the Corporation, representing the aggregate Subscription Price payable for the Securities subscribed for by such Subscriber;

 

  (b)

The offer, sale and issuance of the Securities being exempt from the prospectus requirements of Applicable Securities Laws. As used in this Agreement, “Applicable Securities Laws” means any and all securities laws including, statutes, rules, regulations, by-laws, policies, guidelines, orders, decisions, rulings and awards, applicable in the jurisdictions in which the Securities will be offered, sold and issued;

 

  (c)

Such Subscriber executing and delivering to the Corporation all reports, undertakings or other documents required under Applicable Securities Laws in connection with the offer, sale and issuance of the Securities to such Subscriber;

 

  (d)

The Corporation obtaining all orders, permits, approvals, waivers, consents, licenses or similar authorizations of Regulators necessary to complete the offer, sale and issuance of the Securities. As used in this Agreement, “Regulator” means (i) any governmental or public entity department, court, commission, board, bureau, agency or instrumentality, (ii) any quasi-governmental, self-regulatory or private body exercising any regulatory authority and (iii) any stock exchange;

 

  (e)

No preliminary or permanent injunction or other Order issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Authority, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement shall be in effect;

 

  (f)

No Order having the effect of suspending the issuance or ceasing the trading of any of the securities of the Corporation issued or made by any Governmental Authority, the Securities Commissions or stock exchange shall be in effect;

 

  (g)

The Refinancing Transactions shall have occurred concurrently with the completion of the transactions contemplated by this Agreement and the Corporation’s outstanding debt owing to SALP shall be $10 million;

 

  (h)

Such Subscriber shall have complied in all material respects with all of its agreements, obligations and covenants hereunder; and

 

  (i)

The representations and warranties of such Subscriber shall be true and correct in all material respects at the Time of Closing.

 

(2)

The Corporation acknowledges that the offer, sale and issuance of the Securities as contemplated by this Agreement is subject to, among other things, the following conditions being fulfilled or performed on or before the Time of Closing, which conditions are for the exclusive benefit of the Subscribers and may be waived, in whole or in part, by the Subscribers, acting reasonably:

 

  (a)

The Corporation delivering to the Agent not later than 2 p.m. EST on the Closing Date at the Agent’s office at such address as shall be designated by the Agent prior to the Closing Date:

 

  (i)

one countersigned copy of this Agreement;

 

15


  (ii)

the Registration Rights Agreement, duly executed by the Corporation;

 

  (iii)

the Board Observation Rights and Director Nomination Agreement, duly executed by the Corporation;

 

  (iv)

legal opinions of legal counsel to the Corporation, dated as of the date of the Closing and in a form acceptable to the Subscribers, executed by such legal counsel and addressed to the Subscribers;

 

  (v)

facsimile or PDF copies of the certificates representing the Common Shares (or equivalent transfer agent book-entries) with respect to the Securities purchased hereunder, each bearing the restrictive legends described herein, with original share certificates (or equivalent transfer agent book-entries) to be delivered post-closing within the next two Trading Days by courier by the transfer agent;

 

  (vi)

certificates of status, good standing or the equivalent of the Corporation and each of the Subsidiaries, issued within two Trading Days prior to the Closing Date;

 

  (vii)

evidence that the TSX has conditionally approved the listing of all the Common Shares issued in connection with the Refinancing Transactions and the Common Shares issued or issuable in the Offering, subject to the satisfaction of customary conditions; and

 

  (viii)

a certificate from a duly authorized officer of the Corporation certifying (A) the articles and by-laws of the Corporation, (B) the incumbency of signing officers of the Corporation, (C) the corporate resolutions of the Corporation approving the execution and delivery of, and performance of the Corporation’s obligations under, this Agreement and the Restructuring Agreement, and (D) the satisfaction of the conditions in this Section 4(2);

 

  (b)

The Refinancing Transactions shall have occurred concurrently with the completion of the transactions contemplated by this Agreement and the Corporation’s outstanding debt owing to SALP shall be $10 million;

 

  (c)

The offer, sale and issuance of the Securities being exempt from the prospectus requirements of Applicable Securities Laws;

 

  (d)

(i) The representations and warranties of the Corporation set forth in Sections 1(a), 1(b), 1(d), 1(f), 1(j) and 1(hh)(i) of Schedule “F” shall be true and correct in all respects (other than any de minimis inaccuracies) as of the Time of Closing and (ii) all other representations and warranties of the Corporation shall be true and correct in all material respects as of the Time of Closing (except only to the extent that any such representation is, by its express terms, limited to a specific date, which such representations shall have been true and correct as of such specific date);

 

  (e)

No preliminary or permanent injunction or other Order issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Authority, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement shall be in effect;

 

  (f)

The Corporation shall have waived the application of any Rights Plan in connection with the transactions contemplated by this Agreement and the Refinancing Transactions;

 

16


  (g)

No Order having the effect of suspending the issuance or ceasing the trading of any of the securities of the Corporation issued or made by any Governmental Authority, the Securities Commissions or stock exchange shall be in effect;

 

  (h)

The Corporation shall have complied in all material respects with all of its agreements, obligations and covenants hereunder;

 

  (i)

No material adverse information shall have become known to Subscribers with respect to the Corporation which is inconsistent with or was omitted from the information previously disclosed to the Subscribers (including by way of public disclosure); and

 

  (j)

The Board of the Corporation shall have appointed Mr. Kenneth Galbraith as Chief Executive Officer, in place of Professor Simon Best, and Messrs. Stefan Clulow and Professor Simon Best shall have been appointed as Chair and Lead Independent Director, respectively, of the Board

Section 5 Acknowledgments of the Subscribers

Each Subscriber acknowledges that:

 

  (a)

AN INVESTMENT IN THE SECURITIES IS NOT WITHOUT RISK AND THE SUBSCRIBER MAY LOSE HIS, HER OR ITS ENTIRE INVESTMENT;

 

  (b)

The Corporation may complete additional financings in the future in order to develop the business of the Corporation and fund its ongoing development, and such future financings may have a dilutive effect on current securityholders of the Corporation, including such Subscriber but there is no assurance that such financing will be available, on reasonable terms or at all, and if not available, the Corporation may be unable to fund its ongoing development;

 

  (c)

The offer, sale and issuance of the Securities is exempt from the prospectus requirements of Applicable Securities Laws and, as a result: (i) such Subscriber may not receive information that would otherwise be required under Applicable Securities Laws or be contained in a prospectus prepared in accordance with Applicable Securities Laws and (ii) the Corporation is relieved from certain obligations that would otherwise apply under Applicable Securities Laws;

 

  (d)

No prospectus has been filed with any Regulator in connection with the Offering and no Regulator has made any finding or determination as to the merit for investment in, or made any recommendation or endorsement with respect to, the Securities;

 

  (e)

The Securities have not been and (except as provided in the Registration Rights Agreement) will not be registered under the 1933 Act or any state securities laws and the Securities may not be offered or sold in the United States except to those United States Investors who have validly completed Schedule “D”, and in compliance with the requirements of the exemption from registration under the 1933 Act provided by Rule 506(b) of Regulation D and/or afforded by Section 4(a)(2) of the 1933 Act and any applicable state securities laws;

 

  (f)

Any information concerning the Corporation available in its public record (meaning information which has been publicly filed at www.SEDAR.com by the Corporation pursuant to a requirement under Applicable Securities Laws (the “Public Record”)) obtained by such Subscriber is without independent investigation or verification by the Agent. The Agent and its respective directors, officers, employees, agents and representatives are not

 

17


  responsible for the preparation of any documents in the Public Record and have not and will not confirm (i) the accuracy or adequacy of any information contained in the Public Record, or (ii) whether all information concerning the Corporation that is required to be disclosed or filed by the Corporation under Applicable Securities Laws has been disclosed or filed;

 

  (g)

The Corporation is required to file a report of trade with all applicable Regulators containing personal information about the Subscribers. This report of trade will include the full legal name, residential address, telephone number and email address of such Subscriber, the number and type of Securities purchased, the total purchase price paid for such Securities, the date of the Closing and specific details of the prospectus exemption relied upon under Applicable Securities Laws to complete such purchase, including how such Subscriber qualifies for such exemption. In Ontario, this information is collected indirectly by the securities regulatory authority or regulator in the applicable jurisdiction under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation of such jurisdiction. In Ontario, this information is collected indirectly by the Ontario Securities Commission. Such Subscriber may contact the Inquiries Officer at the Ontario Securities Commission at 20 Queen Street West, 22nd Floor, Toronto, Ontario, M5H 3S8 or by telephone at (416) 593-8314 for more information regarding the indirect collection of such information by the Ontario Securities Commission. In the other Canadian jurisdictions, such Subscriber may contact the relevant public official by way of the applicable contact information provided in Schedule “A” attached hereto. The Corporation may also be required pursuant to Applicable Securities Laws to file this Agreement on SEDAR. By completing this Agreement, such Subscriber authorizes the indirect collection of the information described in this Section 4(h) by all applicable Regulators and consents to the disclosure of such information to the public through (i) the filing of a report of trade with all applicable Regulators and (ii) the filing of this Agreement on SEDAR.

 

  (h)

The Securities are being offered on a “private placement” basis, are expected to be listed and quoted for trading on the facilities of the TSX and will be subject to resale restrictions under Applicable Securities Laws and the rules of the TSX, and the Corporation may make a notation on its records or give instructions to any transfer agent of the Common Shares in order to implement such resale restrictions;

Section 6 Legends

 

  (a)

The certificates representing the Common Shares (and any replacement certificate issued prior to the expiration of the applicable hold periods), if any, will bear the following legend in accordance with Applicable Securities Laws and as required by the TSX (it being understood that the Corporation will cause the Transfer Agent to remove such legend at the expiration of the applicable hold period set forth in the legend and deliver an unlegended certificate by the Deadline Date) (and Subscriber shall have no obligation to provide, for the avoidance of doubt, any legal opinion or declaration (other than the Declaration set forth in Section 6 (iv))):

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE].

 

  (b)

The certificates representing the Common Shares (and any replacement certificate issued prior to the expiration of the applicable hold periods) will bear a legend substantially in the form of the following legend as required by the TSX (it being understood that the Corporation will cause the Transfer Agent to remove such legend at the expiration of the applicable hold periods and deliver an unlegended certificate by the Deadline Date) (and Subscriber shall have no obligation to provide, for the avoidance of doubt, any legal opinion or declaration (other than the Declaration set forth in Section 6 (iv))):

 

18


THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (THE “TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT ‘GOOD DELIVERY’ IN SETTLEMENT OF TRANSACTIONS ON THE TSX.”

And if sold to a United States Investor:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION, THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT COVERING THE PROPOSED DISPOSITION AND SUCH DISPOSITION IS MADE IN ACCORDANCE WITH THE REGISTRATION STATEMENT, (B) TO THE CORPORATION, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, (D) IN COMPLIANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT, IF APPLICABLE, OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF APPLICABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (E) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

 

  (c)

Notwithstanding anything to the contrary herein, any restrictions imposed by this Section 6 upon the transferability of any particular Security shall cease and terminate, and the Corporation shall cause the transfer agent to (without any request for any legal opinion or declaration (other than the Declaration set forth in clause (iv)) (x) remove any applicable legend set forth in this Section 6 and (y) issue a certificate without such legend (or make equivalent unlegended book-entries representing the Securities), if (i) such Securities are registered for resale under the 1933 Act (provided that, if a Subscriber is selling pursuant to an effective registration statement registering the Securities for resale, such Subscriber agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are validly sold or transferred pursuant to Rule 144 or Rule 144A, (iii) such Securities are not restricted securities for purposes of Rule 144, (iv) such Securities are eligible for sale pursuant to Rule 903 or Rule 904 of Regulation S under the 1933 Act by delivery of a declaration substantially in the form of Annex “A” to Schedule “D” (the “Declaration”), (v) such Securities are eligible for sale in another transaction that does not require registration under the 1933 Act or any applicable state securities laws or (vi) the applicable hold period set forth in the legend has expired as set forth in this Section 6. Following such time as any applicable legend is no longer required for applicable Securities, the Corporation will, no later than two (2) Trading Days (such second (2nd) Trading Day, the “Deadline Date”) following the delivery by such Subscriber to the transfer

 

19


  agent (with notice to the Corporation) of a legended certificate representing the Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), cause the transfer agent to issue to the Subscriber a certificate or transfer agent book-entry representing such Securities that is free from all restrictive and other legends; provided, that the applicable Subscriber shall have reasonably cooperated with the transfer agent to deliver to the transfer agent such legended certificate, and any other documents required by the transfer agent (which shall not include, for the avoidance of doubt, any legal opinion or declaration (other than the Declaration set forth in clause (iv))), sufficiently in advance of the Deadline Date, as requested by the transfer agent. At any time after such Subscriber’s delivery of the Declaration, upon the request of such Subscriber, the Corporation will deliver to such Subscriber, within two (2) Trading Days of such request, a certificate, dated as of or promptly after the date of the request and signed by its Chief Executive Officer or its Chief Financial Officer, certifying that the representations and warranties set forth in Section 1(q) of Schedule “F” shall be true and correct in all respects as of the date of the certificate; provided, however, that the Corporation need not deliver such a certificate if such representations and warranties are not true and correct as of the date of the certificate.

 

  (d)

If the Corporation shall fail for any reason or for no reason (other than by reason of any hurricane, tornado, earthquake, flood, tsunami, natural disaster, pandemic, act of God or other comparable event that is the primary cause of such failure) to cause the transfer agent to issue to the applicable Subscriber unlegended certificates or equivalent transfer agent book-entries before or on the Deadline Date, then, in addition to all other remedies available to such Subscriber, if after the Deadline Date, such Subscriber purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the holder of Common Shares that such Subscriber anticipated receiving from the Corporation without any restrictive legend (the “Replacement Shares”), then the Corporation shall, within two (2) Trading Days after such Subscriber’s request promptly honor its obligation to cause the transfer agent to deliver to the Subscriber a certificate or certificates or equivalent transfer agent book-entries representing such unlegended Common Shares and pay cash to such Subscriber in an amount equal to the excess (if any) of such Subscriber’s total purchase price for the Replacement Shares over the product of (a) the number of Replacement Shares, times (b) the closing bid price of the Common Shares on the TSX on the Deadline Date.

 

  (e)

The Corporation acknowledges and agrees that the Subscribers may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities in connection with Applicable Securities Laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would not be subject to approval or consent of the Corporation and no legal opinion of legal counsel or any other declaration of the Corporation to the pledgee, secured party or pledgor shall be required in connection with the pledge. At the applicable Subscriber’s sole expenses, the Corporation will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities.

Section 7 Representations and Warranties of the Subscribers

Each Subscriber, severally and not jointly, represents and warrants as follows to the Corporation and the Agent at the date of this Agreement and at the Time of Closing and acknowledges and confirms that the Corporation and the Agent are relying on such representations and warranties in connection with the offer, sale and issuance of the Securities to such Subscriber:

 

  (a)

SUCH SUBSCRIBER HAS KNOWLEDGE IN FINANCIAL AND BUSINESS AFFAIRS, IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SECURITIES, AND IS ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT EVEN IF THE ENTIRE INVESTMENT IS LOST;

 

20


  (b)

Such Subscriber has not been provided with a prospectus, an offering memorandum or any other document in connection with its subscription for Securities and the decision to subscribe for Securities and execute this Agreement has not been based upon any verbal or written representation made by or on behalf of the Corporation (except for the representations and warranties of the Corporation set forth in the Documents), the Agent or any employee or agent of either the Corporation or the Agent and has been based entirely upon this Agreement and information contained in the Public Record;

 

  (c)

The distribution of the Securities has not been made through, or as a result of, and is not being accompanied by, (i) a general solicitation, (ii) any advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or (iii) any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

 

  (d)

If such Subscriber is a resident of Canada, such Subscriber is eligible to purchase the Securities pursuant to an exemption from the prospectus requirements of Applicable Securities Laws. Such Subscriber has completed and delivered to the Corporation the applicable certificate in Schedule “C”, including any applicable Schedules and Annexes attached thereto, evidencing such Subscriber’s status and criteria for reliance on the relevant prospectus exemption under Applicable Securities Laws and;

 

  (i)

confirms that it complies with the criteria for reliance on the prospectus exemption and the truth and accuracy of all statements made in such certificate as of the date of this Agreement and as of the Time of Closing;

 

  (ii)

understands that the Corporation is required to verify that such Subscriber satisfies the relevant criteria to qualify for the prospectus exemption; and

 

  (iii)

may be required to provide additional information or documentation to evidence compliance with the prospectus exemption;

 

  (e)

Neither (A) such Subscriber nor (B) to such Subscriber’s knowledge, any entity that controls such Subscriber or is under the control of, or under common control with, such Subscriber, is subject to any disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the 1933 Act (a “Disqualification Event”), except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the 1933 Act and disclosed in writing in reasonable detail to the Corporation. Such Subscriber represents that such Subscriber has exercised reasonable care to determine the accuracy of the representation made by such Subscriber in this paragraph (e) and agrees to notify the Corporation if such Subscriber becomes aware of any fact arising prior to the Closing that makes the representation given by such Subscriber hereunder inaccurate;

 

  (f)

Unless such Subscriber is in the United States and has completed Schedule “D” to this Agreement, such Subscriber agrees that:

 

  (i)

such Subscriber is not in the United States, is a non-U.S. person (within the meaning of Regulation S promulgated under the 1933 Act) and is not acquiring the Common Shares for the account or benefit of a person in the United States;

 

  (ii)

the Common Shares have not been offered to such Subscriber in the United States, and the individuals making the order to purchase the Common Shares and executing and delivering this Agreement on behalf of such Subscriber were not in the United States when the order was placed and this Agreement was executed and delivered;

 

21


  (iii)

the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the 1933 Act;

 

  (iv)

such Subscriber undertakes and agrees that it will not offer or sell, directly or indirectly, any of the Common Shares in the United States unless such securities are registered under the 1933 Act and the securities laws of all applicable states of the United States, or an exemption from such registration requirement is available to such Subscriber;

 

  (v)

the Corporation is required to refuse to register any transfer of the Common Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; and

 

  (vi)

such Subscriber has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Corporation;

 

  (g)

If such Subscriber is a United States Investor, then such Subscriber on its own behalf and, if applicable, on behalf of others for whom it is hereby acting, that:

 

  (i)

the Securities have not been and (except as provided in the Registration Rights Agreement) will not be registered under the 1933 Act, or any state securities laws, and that the sale contemplated hereby is being made in the United States only to U.S. Accredited Investors in reliance on the private placement exemption provided by Rule 506(b) of Regulation D and/or afforded by Section 4(a)(2) of the 1933 Act and similar exemptions under state securities laws;

 

  (ii)

the Securities will be “restricted securities” within the meaning of Rule 144 under the 1933 Act, and therefore may not be offered or sold by it, except in compliance with Section 7(g)(v) below and that the certificates representing the Securities will contain a legend in respect of such restrictions as set out in Section 6(b);

 

  (iii)

such Subscriber is a U.S. Accredited Investor and as of the Time of the Closing, shall have completed and signed the U.S. Accredited Investor Certificate in Schedule “D”;

 

  (iv)

such Subscriber is acquiring the Securities for its own account or for the account of one or more U.S. Accredited Investors as to which it exercises sole investment discretion, and not with a view to any resale, distribution or other disposition thereof in violation of the registration requirements of the U.S. federal securities laws or state securities laws;

 

  (v)

if it decides to offer, sell or otherwise transfer any of the Securities, it will only offer, sell or otherwise transfer any of such Securities if (i) such Securities are registered for resale under the 1933 Act (provided that, if such Subscriber is selling pursuant to an effective registration statement registering the Securities for resale, such Subscriber agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Securities are validly sold or transferred pursuant to Rule 144 or Rule 144A, (iii) such Securities are not

 

22


  restricted securities for purposes of Rule 144, (iv) such Securities are eligible for sale pursuant to Rule 903 or Rule 904 of Regulation S under the 1933 Act or (v) such Securities are eligible for sale in another transaction that does not require registration under the 1933 Act or any applicable state securities laws;

 

  (vi)

the Corporation (A) is not obligated to remain a “foreign issuer” within the meaning of Regulation S, (B) may not, at the time the Securities are resold or otherwise transferred by it or at any other time, be a foreign issuer, and (C) may engage in one or more transactions that could cause the Corporation not to be a foreign issuer;

 

  (vii)

it acknowledges that it has not purchased the Securities as a result of any form of directed selling efforts (as such term is defined in Rule 902(c) of Regulation S);

 

  (viii)

it understands and agrees that the financial statements of the Corporation have been or will be prepared in accordance with the International Financial Reporting Standards, which differ in some respects from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies;

 

  (ix)

it consents to the Corporation making a notation on its records or giving instruction to the registrar and transfer agent of the Corporation in order to implement the restrictions on transfer set forth and described herein;

 

  (x)

it understands and acknowledges that the Corporation is not obligated to file and, except as expressly contemplated by the terms of the Restructuring Agreement and the Registration Rights Agreement, has no present intention of filing with the SEC or with any state securities regulatory authority any registration statement in respect of resales of the Securities;

 

  (xi)

it understands and agrees that there may be material tax consequences to such Subscriber of an acquisition or disposition of any of the Securities. The Corporation gives no opinion and makes no representation with respect to the tax consequences to such Subscriber under United States, state, local or foreign tax law of the undersigned’s acquisition or disposition of such Securities and such Subscriber acknowledges that it is solely responsible for determining the tax consequences of its investment; and

 

  (xii)

it has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Corporation;

 

  (h)

Such Subscriber was not created solely to purchase or hold Securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” provided in Schedule “C”;

 

  (i)

if such Subscriber is resident in or otherwise subject to the securities laws of any jurisdiction outside of Canada and the United States (the “International Jurisdiction”), then:

 

  (i)

such Subscriber is purchasing the Securities as principal;

 

  (ii)

such Subscriber has completed, executed and delivered to a Foreign Subscriber Certificate in the form attached hereto as Schedule “E”;

 

23


  (iii)

such Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws of the International Jurisdiction which would apply to this subscription, if there are any;

 

  (iv)

the delivery of the Subscription Agreement, the acceptance of it by the Corporation and the issuance of the Securities to such Subscriber complies with all laws applicable to such Subscriber, including the laws of such purchaser’s jurisdiction of residence, and all other applicable laws, and will not cause the Corporation to become subject to, or require it to comply with, any disclosure, prospectus, filing or reporting requirements under any applicable laws of the International Jurisdiction;

 

  (v)

the Corporation is offering and selling the Common Shares and such Subscriber is purchasing the Common Shares pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the International Jurisdiction or, if such is not applicable, the Corporation is permitted to offer and sell the Common Shares and such Subscriber is permitted to purchase the Common Shares under the applicable securities laws of such International Jurisdiction without the need to rely on exemptions;

 

  (vi)

the securities laws do not require the Corporation to register any of the Securities, file a prospectus, registration statement, offering memorandum or similar document, or make any filings or disclosures or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; and

 

  (vii)

such Subscriber has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the Offering and the business, properties, prospects and financial condition of the Corporation;

 

  (j)

Such Subscriber was offered the Securities in, and is resident or making the investment decision in, the jurisdiction set out as the “Subscriber’s Address” on the first page of this Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Securities to such Subscriber;

 

  (k)

Such Subscriber has been independently advised as to and is aware of the resale restrictions under Applicable Securities Laws with respect to the Common Shares;

 

  (l)

Such Subscriber is at arm’s-length, within the meaning of the policies of the TSX, with the Corporation;

 

  (m)

None of the funds that such Subscriber is using to purchase the Securities are to the knowledge of such Subscriber, proceeds obtained or derived, directly or indirectly, as a result of illegal activities;

 

  (n)

Such Subscriber has not received, nor does it expect to receive any financial assistance from the Corporation, directly or indirectly, in respect of such Subscriber’s purchase of Securities;

 

  (o)

No person has made any oral or written representations to such Subscriber: (i) that any person will resell or repurchase the Securities; (ii) that any person will refund the purchase price of the Securities; or (iii) as to the future value or price of any of the Securities;

 

24


  (p)

Except as expressly set forth in the Restructuring Agreement and the Registration Rights Agreement, no person has made any written or oral representation that the Securities will be listed and posted for trading on a stock exchange or that application has been made to list and post the Securities for trading on a stock exchange;

 

  (q)

If such Subscriber is an individual, he or she is of legal age and is legally competent to execute, deliver and perform his or her obligations under this Agreement. If such Subscriber is not an individual, (i) it has the legal capacity and competence to execute, deliver and perform its obligations under this Agreement; and (ii) the execution and delivery of and performance by such Subscriber of this Agreement have been authorized by all necessary corporate or other action on the part of such Subscriber;

 

  (r)

If such Subscriber is subscribing on its own behalf, this Agreement has been duly executed and delivered by such Subscriber, and constitutes a legal, valid and binding agreement of such Subscriber enforceable against him, her or it in accordance with its terms;

 

  (s)

The execution and delivery of and performance by such Subscriber of this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event of condition) result in a material breach or violation of or a conflict with, or allow any other person to exercise any rights under any of the terms or provisions of such Subscriber’s constating documents or by-laws, if applicable, or, except for any such breach, violation or conflict that would not have a material adverse effect on the business of such Subscriber or on such Subscriber’s ability to perform its obligations under the Documents, any other contract, agreement, instrument, undertaking or covenant to which such Subscriber is a party or by which it is bound;

 

  (t)

There is no person acting or purporting to act on behalf of such Subscriber in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee;

 

  (u)

Such Subscriber is not engaged in the business of trading in securities or exchange contracts as a principal or agent and does not hold himself, herself or itself out as engaging in the business of trading in securities or exchange contracts as a principal or agent, or is otherwise exempt from any requirements to be registered as a dealer under National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations;

 

  (v)

Such Subscriber has obtained such legal and tax advice as it considers appropriate in connection with the offer, sale and issuance of the Securities and the execution, delivery and performance by it of this Agreement and the transactions contemplated by this Agreement. Such Subscriber is not relying on the Corporation, the Agent, their affiliates or counsel to any of them in this regard; and

 

  (w)

To the knowledge of such Subscriber, the funds representing the aggregate Subscription Price advanced by such Subscriber (or on behalf of such Subscriber) are not proceeds of crime as defined in the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”). To the best of such Subscriber’s actual knowledge none of the subscription funds to be provided by such Subscriber (i) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada or any other applicable jurisdiction, or (ii) are being tendered on behalf of a person or entity (A) with whom the Corporation would be prohibited from dealing with under applicable money laundering, terrorist financing, economic sanctions, criminal or other similar laws or regulations or (B) who has not been identified to such Subscriber. Such Subscriber acknowledges that the Corporation may in the future be required by law to disclose such Subscriber’s name and other information relating to this Agreement and such Subscriber’s subscription hereunder, on a confidential basis pursuant to the PCMLTFA or other laws or regulations and shall promptly notify the Corporation if such Subscriber discovers that any of the foregoing representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith.

 

25


Section 8 Covenants of the Subscribers

 

(1)

The Subscribers will execute, deliver, file and otherwise assist the Corporation in filing any reports, undertakings and other documents required under Applicable Securities Laws in connection with the offer, sale and issuance of the Securities.

Section 9 Covenants of the Corporation

 

(1)

The Corporation shall use its reasonable best efforts to (i) maintain the listing of its Common Shares on the TSX and (ii) timely file (or obtain extensions in respect thereof and file within the applicable grace period) all documents, reports and information, in the required form, required to be filed by the Corporation after the date hereof pursuant to Applicable Securities Laws and requirements of the TSX, together with applicable filing fees and other information.

 

(2)

None of the Corporation, its affiliates nor any person acting on its behalf will, within the 6 months following the date of this Agreement, directly or indirectly, make any offers or sales of any Corporation security or solicit any offers to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D and/or afforded by Section 4(a)(2) of the 1933 Act in connection with the offer and sale by the Corporation of the Securities as contemplated hereby or (ii) cause the offering of the Securities pursuant to the Documents to be integrated with future offerings by the Corporation (other than in respect of the rights offering to be conducted after the Closing Date) for purposes of any applicable law, regulation or stockholder approval provisions, including, without limitation, under the rules and regulations of the TSX; provided that, for the avoidance of doubt, the Corporation shall conduct the rights offering after the Closing Date in a way that will not eliminate the availability of the exemption from registration under Regulation D and/or afforded by Section 4(a)(2) of the 1933 Act in connection with the offer and sale by the Corporation of the Securities as contemplated hereby.

 

(3)

Prior to the Closing, and in any event by 9:00 A.M., New York City time, on the Closing Date, the Corporation shall issue a press release (the “Press Release”) disclosing all material terms of the transactions contemplated hereby. The Press Release shall be issued in keeping with applicable provisions of U.S. securities law. On or before 9:00 A.M., New York City time, on the fourth (4th) Trading Day immediately following the execution of this Agreement, the Corporation will file a material change report with the Canadian Securities Administrators describing the terms of the Documents. Notwithstanding the foregoing, the Corporation shall not publicly disclose the name of the Subscribers or an affiliate of the Subscribers, or include the name of the Subscribers or an affiliate of the Subscribers in any press release or filing, without the prior written consent of the Subscribers. From and after the issuance of the Press Release, the Subscribers shall not be in possession of any material, non-public information received from the Corporation, any Subsidiary or any of their respective executive officers, directors, employees or agents, that is not disclosed in the Press Release; provided, however, the Subscribers may have material, non-public information solely to the extent (i) such material, non-public information is in respect of the transactions contemplated by the Restructuring Agreement which will occur following the issuance of the Press Release pursuant to the terms of the Restructuring Agreement or (ii) that the Subscribers shall have executed a written agreement regarding the confidentiality and use of such information that, by its terms, contemplates that the Subscribers’ confidentiality obligations shall survive until a date that is after the issuance of the Press Release (a “Surviving NDA”). In addition, effective upon the issuance of the Press Release, except with respect to any Surviving NDA executed by the Subscribers, the Corporation acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Corporation, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, on the one hand, and the Subscribers or any of their affiliates, on the other hand, shall terminate. Each Subscriber acknowledges that the Corporation is required to provide the TSX with certain information concerning such Subscriber.

 

26


(4)

No claim will be made or enforced by the Corporation, or by any other person with the consent of the Corporation, that the Subscribers or any other subscriber or participant in the Offering or the Refinancing Transactions is an “Acquiring Person” or term of similar import under any rights plan (including the Rights Plans) or that any such subscriber or participant (including the Subscribers) could be deemed to trigger the provisions of any rights plan (including the Rights Plans), in either case solely by virtue of receiving Securities under the Documents or the Restructuring Agreement and any other subscribers’ or participants’ receiving Corporation securities pursuant to any other issuance of Corporation securities contemplated by the Corporation on the Closing Date (including the Refinancing Transactions) or the date of any rights offering after the Closing Date under any other document between the Corporation and such other subscribers or participants (including the Restructuring Agreement). No rights plan (including the Rights Plans) will be applicable to the Subscribers or any other subscriber or participant in the Offering or the Refinancing Transactions as a result of the Subscribers and the Corporation fulfilling their obligations or exercising their rights under the Documents (including, without limitation, the Corporation’s issuance of the Securities and the Subscribers’ ownership of the Securities) and any other subscribers, purchasers and/or participants and the Corporation fulfilling their obligations or exercising their rights under any documents (including the Restructuring Agreement) with respect to any other issuances of Corporation securities contemplated by the Corporation on the Closing Date (including the Refinancing Transactions) or the date of any rights offering after the Closing Date. Subscribers or any other subscriber or participant in the Offering or the Refinancing Transactions will not be upon the issuance of the Securities at Closing or the date of any rights offering after the Closing Date and upon any other issuances of Corporation securities contemplated by the Corporation on the Closing Date (including issuances in respect of the Refinancing Transactions) or the date of any rights offering after the Closing Date, an “Acquiring Person” or term of similar import under any rights plan (including the Rights Plans) and no “Stock Acquisition Date” or other triggering event under any rights plan (including the Rights Plans) will occur upon the issuance of the Securities at Closing and upon any other issuances of Corporation securities contemplated by the Corporation on the Closing Date or the date of any rights offering after the Closing Date. None of the Subscribers or any other subscriber or participant in the Offering or the Refinancing Transactions will be deemed to be acting jointly or in concert with any other subscriber or purchaser (including the other Subscriber) under any other issuances of Corporation securities contemplated by the Corporation on the Closing Date or the date of any rights offering after the Closing Date for the purposes of any rights plan (including the Rights Plans) as a result of being a party to the Documents or the Restructuring Agreement, any transactions in accordance with the Documents and the Restructuring Agreement and/or any other issuances of Corporation securities contemplated by the Corporation on the Closing Date or the date of any rights offering after the Closing Date.

 

(5)

Except with respect to the material terms and conditions of the transactions contemplated by the Documents, including this Agreement and the Board Observation Rights and Director Nomination Agreement, or as expressly required by any applicable securities law, the Corporation covenants and agrees that neither it, nor any other person acting on its behalf, will provide the Subscribers or their agents or counsel with any information regarding the Corporation that the Corporation believes constitutes material non-public information without the express written consent of the Subscribers, unless prior thereto the Subscribers shall have executed a written agreement regarding the confidentiality and use of such information. The Corporation understands and confirms that the Subscribers shall be relying on the foregoing covenant in effecting transactions in securities of the Corporation.

 

(6)

The Corporation shall use the net proceeds from the sale of the Securities hereunder for working capital purposes or general corporate purposes.

 

27


(7)

(a) Subject to the provisions of this Section 9(7), the Corporation will indemnify and hold the Subscribers, their affiliates and their and their affiliates’ directors, officers, shareholders, members, partners, employees and agents (and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title), each person who controls the Subscribers (within the meaning of Section 15 of the 1933 Act and Section 20 of the Securities Exchange Act of 1934), and the directors, officers, shareholders, agents, members, partners or employees (and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, an “Indemnified Party”) harmless from any and all direct losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court and settlement costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any Indemnified Party may suffer or incur as a result of or relating to or arising out of (i) any breach of any of the representations, warranties, covenants, obligations or agreements of the Corporation or its Subsidiaries set forth in the Documents (unless to the extent that it shall have been determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that such Losses are the direct result of conduct by such Subscriber which constitutes fraud, gross negligence, willful misconduct or malfeasance); (ii) any of the transactions (including the Refinancing Transactions) contemplated by the Documents or the Restructuring Agreement (including in respect of any rights plan (including the Rights Plans) or the waiver of application or amendment, modification or termination of any rights plan (including the Rights Plans); or (iii) any Action instituted against any Subscriber in any capacity, or its affiliates, by any Person who is not an affiliate of such Subscriber relating to the transactions contemplated by the Documents or the Refinancing Transactions.

(b) If a claim for indemnification under this Section 9(7) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then the Corporation, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Corporation and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Corporation and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Corporation or such Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 9(7) was available to such party in accordance with its terms. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 9(7)(b) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in this Section 9(7)(b).

(c) Promptly after receipt by any Indemnified Party of notice of any Action from a third party, in respect of which indemnity may be sought pursuant to this Section 9(7), such Indemnified Party shall promptly notify the Corporation in writing and, upon written notice to the Indemnified Party within 30 days of receipt of such notice from the Indemnified Party, the Corporation shall be permitted to assume the defense thereof, including the employment of counsel satisfactory to such Indemnified Party, and shall assume the payment of all reasonable fees and expenses relating to such Action; provided, however, that the failure of any Indemnified Party so to notify the Corporation shall not relieve the Corporation of its obligations hereunder except to the extent that the Corporation is actually and materially prejudiced by such failure to notify. In any such Action for which the Corporation has assumed the defense in accordance with the previous sentence, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the Corporation and the

 

28


Indemnified Party shall have mutually agreed to the retention of such counsel; (ii) the Corporation shall have failed promptly to assume the defense of such Action and to employ counsel satisfactory to such Indemnified Party in such Action; (iii) in the reasonable judgment of counsel to such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between them (in respect of clauses (ii) and (iii), if such Indemnified Party notifies the Corporation in writing that it elects to employ separate counsel at the expense of the Corporation, the Corporation shall not have the right to assume the defense thereof and the reasonable fees and expenses of separate counsel shall be at the expense of the Corporation); (iv) such claim seeks non-monetary, equitable or injunctive relief or alleges any violation of criminal Law; or (v) the Corporation is also a party and the Indemnified Party determines in good faith after consultation with counsel that there may be one or more legal defenses available to such Indemnified Party that are different or additional to those available to the Corporation.

(d) The Corporation shall not be liable for any settlement of any Action effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned, the Corporation shall not effect any settlement of any pending or threatened Action in respect of which any Indemnified Party is or could have been a party and indemnity may be sought hereunder by such Indemnified Party (whether or not such Indemnified Party is an actual or potential party to such action or claim), unless such settlement (i) includes an unconditional release of such Indemnified Party and its affiliates from all liability arising out of such Action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the Indemnified Party or any of its affiliates. All reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Action) shall be paid to the Indemnified Party, as incurred, within five (5) Trading Days of written notice thereof to the Corporation (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder), provided that the Corporation may require such Indemnified Party to undertake to reimburse all such fees and expenses in the case of indemnification pursuant to Section 9(7)(a)(i), to the extent that it is determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that the Losses of such Indemnified Party are the result of conduct by the Indemnified Party which constitutes fraud, gross negligence, willful misconduct or malfeasance.

 

(8)

The Corporation shall comply in all material respects with any filing or other requirements of the TSX in connection with the transactions (including the issuance of Securities) contemplated by this Agreement.

 

(9)

If applicable, the Corporation agrees to timely file a Form D with the SEC with respect to the Securities as required under Regulation D. The Corporation shall take such action as the Corporation shall reasonably determine is necessary in order to timely obtain an exemption for or to qualify the Securities for sale to the Subscribers under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification).

 

(10)

The Corporation shall deliver, or cause to be delivered, the original stock certificates (or equivalent transfer agent book-entries) with respect to the respective Securities purchased by the Subscribers to the Subscribers within the next two Trading Days following the Closing by courier.

 

(11)

The Corporation agrees to make available, upon request, the information specified in Rule 144A(d)(4) under the 1933 Act, unless the Corporation is then subject to Section 13 or 15(d) of the Exchange Act of 1934, as amended or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act of 1934, as amended.

 

29


(12)

Except for the rights offering to be conducted after the Closing Date in accordance with the terms of the Restructuring Agreement and the use by the Corporation of its “at-the-market” equity distribution program, neither the Corporation nor any of its affiliates nor any person acting on behalf of the Corporation will, within the 6 months following the date of this Agreement, engage in any form of general solicitation or general advertising (as defined in Regulation D), including but not limited to: (A) any advertisement, article, notice or other communication which is published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees are invited by any general solicitation or general advertising in connection with the offer or sale of Securities;

 

(13)

[DELETED FEES]

 

(14)

Each Subscriber shall be a registered holder of Common Shares of the Corporation as of the record date determined by the Board for purposes of participating in the rights offering to be conducted after the Closing Date, as contemplated by the Restructuring Agreement, and the Board shall not declare any record date for such purpose unless each Subscriber is a registered holder as of such record date.

Section 10 Representations and Warranties of the Corporation

The Corporation represents and warrants to, and covenants and agrees with, the Subscribers that each of the matters set forth in Schedule “F” are true and correct at the date of this Agreement and shall be true and correct at the Time of Closing (except only to the extent that any such representation is, by its express terms, limited to a specific date or, with respect to any such representation made or deemed to be made after the date hereof), and acknowledges and confirms that the Subscribers are relying upon these representations and warranties in connection with in connection with the offer, sale and issuance of the Securities to the Subscribers, entering into this Agreement and performing its obligations hereunder.

Section 11 Survival

The representations and warranties contained in this Agreement and any certificate or document delivered pursuant to or in connection with this Agreement will survive Closing and continue in full force and effect for a period of three years notwithstanding any subsequent disposition or exchange of the Securities. The agreements and covenants (including the covenants set forth in Section 9(7)) contained herein shall survive the Closing and the delivery of the Securities and continue in full force and effect indefinitely or until performed in full.

Section 12 Schedules

The following Schedules are incorporated into and form an integral part of this Agreement, and any reference to this Agreement includes the Schedules:

 

Schedule “A”    Securities Commission Contact Information
Schedule “B”    Capitalization
Schedule “C”    Accredited Investor Certificate
Schedule “D”    U.S. Accredited Investor Certificate
Schedule “E”    Foreign Subscriber Certificate
Schedule “F”    Representations and Warranties of the Corporation

 

30


Section 13 Interpretation

Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa. The division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect the Agreement’s interpretation. In this Agreement (i) the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”, (ii) the words “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”.

Section 14 Assignment

This Agreement becomes effective when executed by all of the parties to it. After that time, it will be binding upon and enure to the benefit of the parties and their respective successors, heirs, executors, administrators and legal representatives. This Agreement is not transferable or assignable by any party to it.

Section 15 Entire Agreement

Except as set forth in the Registration Rights Agreement, the Board Observation Rights and the Director Nomination Agreement, this Agreement (together with all Schedules and attachments hereto) constitutes the entire agreement between the parties with respect to the transactions contemplated by it and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement (together with all Schedules and attachments hereto), the Registration Rights Agreement and the Board Observation Rights and Director Nomination Agreement. The parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of amendment, by the Corporation and the Subscribers or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

Section 16 Time of Essence

 

  Time

is of the essence in this Agreement.

Section 17 Governing Law

This Agreement will be governed by, interpreted and enforced in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein (without regard to the conflicts of laws principles thereof). Each of the Corporation and the Subscribers irrevocably attorns and submits to the exclusive jurisdiction of (a) the state and federal courts sitting in the City of New York, Borough of Manhattan and (b) the courts sitting in the City of Toronto, Province of Ontario with respect to any matters arising out of this Agreement and waives objection to the venue of any proceeding in such courts or that such courts provide an inconvenient forum.

 

31


Section 18 Language of Documents

It is the express wish of the parties to this Agreement that this Agreement and all related documents be drafted in English. Les parties aux présentes conviennent et exigent que cette convention ainsi que tous les documents s’y rattachant soient rédigés en langue anglaise.

Section 19 Execution by Facsimile and Counterparts

This Agreement including the Schedules may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together will be deemed to constitute one and the same document.

Section 20 Currency

References in this Agreement and the Schedules to “$” or “C$” are to Canadian dollars, unless otherwise indicated; provided, that references to “$” in respect of the Registration Rights Agreement are to United States dollars.

[Signature Page Follows]

 

32


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

THE CORPORATION:
PROMETIC LIFE SCIENCES INC.
By:   (s) Simon Best
  Name:   Simon Best
 

Title:

  Interim President and Chief Executive Officer

[Signature Page to Subscription Agreement]


SUBSCRIBERS:
CONSONANCE CAPITAL MASTER ACCOUNT L.P., by its investment manager, Consonance Capital Management LP
By:  

(s) Benny Soffer

  Name:   Benny Soffer
  Title:   Partner and Portfolio Manager
P CONSONANCE OPPORTUNITIES LTD., by its investment manager, Consonance Capital Opportunity Fund Management LP
By:  

(s) Benny Soffer

  Name:   Benny Soffer
 

Title:

  Partner and Portfolio Manager

[Signature Page to Subscription Agreement]


SCHEDULE “A”

SECURITIES COMMISSION CONTACT INFORMATION

 

Alberta Securities Commission

Suite 600, 250 – 5th Street SW

Calgary, Alberta T2P 0R4

Telephone: (403) 297 6454

Toll free in Canada: 1-877-355-0585

Facsimile: (403) 297-2082

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, British Columbia V7Y 1L2

Inquiries: (604) 899-6854

Toll free in Canada: 1-800-373-6393

Facsimile: (604) 899-6581

Email: inquiries@bcsc.bc.ca

The Manitoba Securities Commission

500 – 400 St. Mary Avenue

Winnipeg, Manitoba R3C 4K5

Telephone: (204) 945-2548

Toll free in Manitoba 1-800-655-5244

Facsimile: (204) 945-0330

Financial and Consumer Services Commission

(New Brunswick)

85 Charlotte Street, Suite 300

Saint John, New Brunswick E2L 2J2

Telephone: (506) 658-3060

Toll free in Canada: 1-866-933-2222

Facsimile: (506) 658-3059

Email: info@fcnb.ca

Government of Newfoundland and Labrador

Financial Services Regulation Division

P.O. Box 8700

Confederation Building

2nd Floor, West Block

Prince Philip Drive

St. John’s, Newfoundland and Labrador A1B 4J6

Attention: Director of Securities

Telephone: (709) 729-4189

Facsimile: (709) 729-6187

Government of the Northwest Territories

Office of the Superintendent of Securities P.O. Box

1320

Yellowknife, Northwest Territories X1A 2L9

Attention: Deputy Superintendent, Legal &

Enforcement

Telephone: (867) 920-8984

Facsimile: (867) 873-0243

Nova Scotia Securities Commission

Suite 400, 5251 Duke Street

Duke Tower

P.O. Box 458

Halifax, Nova Scotia B3J 2P8

Telephone: (902) 424-7768

Facsimile: (902) 424-4625

Government of Nunavut Department of Justice Legal

Registries Division P.O. Box 1000, Station 570

1st Floor, Brown Building

Iqaluit, Nunavut X0A 0H0

Telephone: (867) 975-6590

Facsimile: (867) 975-6594

Ontario Securities Commission

20 Queen Street West, 22nd Floor

Toronto, Ontario M5H 3S8

Telephone: (416) 593- 8314

Toll free in Canada: 1-877-785-1555

Facsimile: (416) 593-8122

Email: exemptmarketfilings@osc.gov.on.ca

Public official contact regarding indirect collection of information:

Inquiries Officer

Prince Edward Island Securities Office

95 Rochford Street, 4th Floor Shaw Building

P.O. Box 2000

Charlottetown, Prince Edward Island C1A 7N8

Telephone: (902) 368-4569

Facsimile: (902) 368-5283

Autorité des marchés financiers

800, Square Victoria, 22e étage C.P. 246, Tour de la Bourse Montréal,

Québec H4Z 1G3

Telephone: (514) 395-0337 or 1-877-525-0337

Facsimile: (514) 873-6155 (For filing purposes only) Facsimile: (514) 864-6381 (For privacy requests only)

Email: financementdessocietes@lautorite.qc.ca (For corporate finance

issuers); fonds_dinvestissement@lautorite.qc.ca (For investment fund

issuers)

Financial and Consumer Affairs Authority of Saskatchewan

Suite 601 - 1919 Saskatchewan Drive

Regina, Saskatchewan S4P 4H2

Telephone: (306) 787-5879

Facsimile: (306) 787-5899

Government of Yukon

Department of Community Services

Law Centre, 3rd Floor

2130 Second Avenue

Whitehorse, Yukon Y1A 5H6

Telephone: (867) 667-5314

Facsimile: (867) 393-6251

 

 

A-1


SCHEDULE B

[DELETED – CAPITALIZATION]

 

B-1


SCHEDULE “C”

ACCREDITED INVESTOR CERTIFICATE

(ALBERTA, BRITISH COLUMBIA, MANITOBA, NEWFOUNDLAND AND LABRADOR, NORTHWEST TERRITORIES, NEW BRUNSWICK, NOVA SCOTIA, NUNAVUT, ONTARIO, PRINCE EDWARD ISLAND, QUEBEC, SASKATCHEWAN AND YUKON)

 

TO:    PROMETIC LIFE SCIENCES INC. (THE “ISSUER”)
AND TO:    RAYMOND JAMES LTD. (THE “AGENT”)
AND TO:    STIKEMAN ELLIOTT LLP
RE:    PURCHASE OF COMMON SHARES (THE “SECURITIES”) OF THE ISSUER

 

 

REPRESENTATIONS AND WARRANTIES

In connection with the purchase by the undersigned (the “Subscriber”) of the Securities, the Subscriber hereby represents, warrants and certifies to the Issuer that the Subscriber:

 

  (i)

is purchasing the Securities as principal;

 

  (ii)

is resident in or is subject to the laws of the Province or Territory of (check one):

 

Alberta    Northwest Territories    Prince Edward Island
British Columbia    Nova Scotia    Quebec
Manitoba    Nunavut    Saskatchewan
Newfoundland and Labrador    Ontario    Yukon
☐ New Brunswick      

 

  (iii)

is an “accredited investor” (as defined in National Instrument 45-106 – Prospectus Exemptions) by virtue of satisfying the indicated criterion on Annex “A” to this certificate; and

 

  (iv)

has not been provided with any offering memorandum (as such term is defined in Annex “A” to this Schedule “C”) in connection with the purchase of the Securities.

IMPORTANT INFORMATION REGARDING THE COLLECTION OF PERSONAL INFORMATION

The Issuer is required to file a report of trade with all applicable securities regulatory authorities containing personal information about the Subscriber and, if applicable, any disclosed beneficial purchaser of the Securities. The Subscriber acknowledges that it has been notified by the Issuer:

 

  (i)

of such delivery of a report of trade containing the full legal name, residential address, telephone number and email address of each Subscriber or disclosed beneficial purchaser, the number and type of Securities purchased, the total purchase price paid for such Securities, the date of the purchase and specific details of the prospectus exemption relied upon under applicable securities laws to complete such purchase, including how the Subscriber or disclosed beneficial purchaser qualifies for such exemption;

 

C-1


  (i)

that this information is collected indirectly by the applicable securities regulatory authority or regulator under the authority granted to it under, and for the purposes of the administration and enforcement of, the securities legislation; and

 

  (ii)

that the Subscriber may contact the applicable securities regulatory authority or regulator by way of the contact information provided in Schedule “A” for more information regarding the indirect collection of such information.

By completing this certificate, the Subscriber authorizes the indirect collection of this information by each applicable securities regulatory authority or regulator and acknowledges that such information is made available to the public under applicable securities legislation.

Certified at                          this                      day of                             , 2019.

 

 

   

 

Witness (if Subscriber is an individual)     Name of Individual Subscriber
   

 

    [PRINT NAME OF PURCHASER ENTITY]
    By:  

 

      Name:
      Office or Title (if Subscriber is a Corporation or other Legal Entity):

 

C-2


ANNEX “A”

TO ACCREDITED INVESTOR CERTIFICATE

(All underlined words have the meanings set forth at the end of this Annex “A”).

***Please note that if the purchaser qualifies as an “accredited investor” under paragraphs (j), (k) or (l), below, a completed and executed Form 45-106F9, attached as Annex “B” to this Schedule “C”, must also be obtained ***

Please check the appropriate box:

 

     (a)      a financial institution,
     (b)      the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),
     (c)      a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,
     (d)      a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer,
     (e)      an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d),
     (e.1)      an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),
     (f)      the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada,
     (g)      a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec,
     (h)      any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,
     (i)      a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada,
     (j)      an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000,
          - Please mark to indicate that you have returned an executed copy of Form 45-106F9 (See Annex “B” to this Certificate)

 

C-3


     (j. 1)      an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000,
     (k)      an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,
          - Please mark to indicate that you have returned an executed copy of the Risk Acknowledgement Form 45-106F9 (See Annex “B” to this Certificate)
     (l)      an individual who, either alone or with a spouse, has net assets of at least $5,000,000,
          - Please mark to indicate that you have returned an executed copy of the Risk Acknowledgement Form 45-106F9 (See Annex “B” to this Certificate)
     (m)      a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements and that has not been created or used solely to purchase or hold securities as an accredited investor as defined in this paragraph (m),
     (n)      an investment fund that distributes or has distributed its securities only to
         

(i) a person that is or was an accredited investor at the time of the distribution,

         

(ii)  a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] of NI 45-106, or 2.19 [Additional investment in investment funds] of NI 45-106, or

         

(iii)  a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106,

     (o)      an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt,
     (p)      a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,
     (q)      a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction,
     (r)      a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,
     (s)      an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function,

 

C-4


     (t)      a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors,
     (u)      an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser,
     (v)      a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor,
     (w)      a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

AS USED IN THIS ANNEX A, THE FOLLOWING TERMS HAVE THE FOLLOWING MEANINGS:

control person” means

in Ontario, Alberta, Newfoundland and Labrador, Nova Scotia and Saskatchewan:

 

  (b)

a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and, if a person or company holds more than 20 per cent of the voting rights attached to all outstanding voting securities of an issuer, the person or company is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer, or

 

  (c)

each person or company in a combination of persons or companies, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and, if a combination of persons or companies holds more than 20 per cent of the voting rights attached to all outstanding voting securities of an issuer, the combination of persons or companies is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

in British Columbia and New Brunswick:

 

  (d)

a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, or

 

  (e)

each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer,

and, if a person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

in Prince Edward Island, Northwest Territories, Nunavut and the Yukon:

 

C-5


  (f)

a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a person holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer, or

 

  (g)

each person in a combination of persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, who holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

in Quebec:

 

  (h)

a person that, alone or with other persons acting in concert by virtue of an agreement, holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer. If the person, alone or with other persons acting in concert by virtue of an agreement, holds more than 20% of those voting rights, the person is presumed to hold a sufficient number of the voting rights to affect materially the control of the issuer; and

in Manitoba

 

  (i)

a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer,

 

  (j)

each person or company, or combination of persons or companies acting in concert by virtue of an agreement, arrangement, commitment or understanding, that holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, or

 

  (k)

a person or company, or combination of persons or companies, that holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, unless there is evidence that the holding does not affect materially the control of the issuer;

director” means

 

  (l)

a member of the board of directors of a company or an individual who performs similar functions for a company, and

 

  (m)

with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

eligibility adviser” means

 

  (n)

a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and

 

  (o)

in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not

 

C-6


  (i)

have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons (as such term is defined in applicable securities legislation), and

 

  (ii)

have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons (as such term is defined in applicable securities legislation) within the previous 12 months;

executive officer” means, for an issuer, an individual who is

 

  (p)

a chair, vice-chair or president,

 

  (q)

a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

 

  (r)

performing a policy-making function in respect of the issuer;

financial assets” means

 

  (s)

cash,

 

  (t)

securities, or

 

  (u)

a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

financial institution” means,

 

  (v)

other than in Ontario,

 

  (i)

an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act,

 

  (ii)

a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada; or

a Schedule III bank,

 

  (w)

and in Ontario,

 

  (i)

a bank listed in Schedule I, II or III to the Bank Act (Canada);

 

  (ii)

an association to which the Cooperative Credit Association Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act; or

 

  (iii)

a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case may be.

 

C-7


founder” means, in respect of an issuer, a person who,

 

  (x)

acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

 

  (y)

at the time of the distribution or trade is actively involved in the business of the issuer;

fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure;

person” includes

 

  (z)

an individual,

 

  (aa)

a corporation,

 

  (bb)

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

 

  (cc)

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

offering memorandum” means a document, together with any amendments to that document, purporting to describe the business and affairs of an issuer that has been prepared primarily for delivery to and review by a prospective purchaser so as to assist the prospective purchaser to make an investment decision in respect of securities being sold in a distribution to which section 53 of the Securities Act (Ontario) would apply but for the availability of one or more exemptions contained in Ontario securities laws, but does not include a document setting out current information about an issuer for the benefit of a prospective purchaser familiar with the issuer through prior investment or business contacts,

related liabilities” means

 

  (dd)

liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

 

  (ee)

liabilities that are secured by financial assets;

Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

spouse” means, an individual who,

 

  (a)

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

 

  (b)

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

 

  (c)

in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta);

 

C-8


subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

Interpretation

In this Annex “A”, a person (first person) is considered to control another person (second person) if

 

  (ff)

the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation,

 

  (gg)

the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or

 

  (hh)

the second person is a limited partnership and the general partner of the limited partnership is the first person.

 

C-9


ANNEX “B”

TO ACCREDITED INVESTOR CERTIFICATE

Form for Individual Accredited Investors

 

WARNING!

This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.

 

SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITYHOLDER

1.  About your investment

Type of securities: Common Shares    Issuer: Prometic Life Sciences Inc.

Purchased from: Prometic Life Sciences Inc.

  

SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER

2. Risk acknowledgement

 

This investment is risky. Initial that you understand that:   

Your

initials

Risk of loss – You could lose your entire investment of: $___________________.

[Instruction: Insert the total dollar amount of the investment.]

  
Liquidity risk – You may not be able to sell your investment quickly – or at all.   
Lack of information – You may receive little or no information about your investment.   
Lack of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.   
3. Accredited investor status   
You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies
to you. (You may initial more than one statement). The person identified in section 6 is responsible for ensuring that you
meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have
questions about whether you meet these criteria.
  

Your

initials

•  Your net income before taxes was more than C$200,000 in each of the 2 most recent calendar years, and you expect it to be more than C$200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)

  

 

C-10


    

Your      

initials    

•  Your net income before taxes combined with your spouse’s was more than C$300,000 in each of the 2 most recent calendar years,
and you expect your combined net income before taxes to be more than C$300,000 in the current calendar year.

•  Either alone or with your spouse, you own more than C$1 million in cash and securities, after subtracting any debt related to the cash
and securities.

•  Either alone or with your spouse, you have net assets worth more than C$5 million. (Your net assets are your total assets (including
real estate) minus your total debt.)

4. Your name and your signature
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.
First and last name (please print):
Signature:    Date:
SECTION 5 TO BE COMPLETED BY THE SALESPERSON
5. Salesperson information
First and last name of salesperson (please print):
Telephone:    Email:
Name of firm (if registered):
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY
6. For more information about this investment, contact:

Name of issuer: Prometic Life Sciences Inc.

Address of issuer: 440 boul. Armand-Frappier, Bureau 300, Laval, Quebec, Canada, H7V 4B4

Contact person name:

Telephone number:

Email address:

Website: www.prometic.com

For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca.

 

C-11


SCHEDULE “D”

US ACCREDITED INVESTOR CERTIFICATE

 

TO:    PROMETIC LIFE SCIENCES INC. (THE “CORPORATION”)
AND TO:    RAYMOND JAMES LTD. (THE “AGENT”)
AND TO:    STIKEMAN ELLIOTT LLP AND COOLEY LLP
RE:    PURCHASE OF COMMON SHARES OF THE CORPORATION

 

 

(Capitalized terms not specifically defined in this Schedule “D” have the meaning ascribed to them in the Agreement to which this Schedule “D” is attached.)

In connection with the execution of the Agreement to which this Schedule “D” is attached, the undersigned (the “Subscriber”) represents and warrants to the Corporation that the Subscriber is an “accredited investor” that meets the criteria in Rule 501(a) of Regulation D under the 1933 Act, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act, because the Subscriber is (please check the appropriate box):

 

   (a)    Any bank as defined in Section 3(a)(2) of the 1933 Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company as defined in Section 2(a)(13) of the 1933 Act; any investment company registered under the Investment Company Act of 1940, as amended, or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of US$5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
   (b)    Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended;
   (c)    Any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US$5,000,000;
   (d)    Any trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person (being defined as a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment);

 

D-1


   (e)    any natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
   (f)    A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of this purchase exceeds US$1,000,000, provided, however, that (i) a person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;
   (g)    any director, executive officer or general partner of the issuer of the securities being offered or sold, or any director, executive officer or general partner of a general partner of that issuer; or
   (h)    any entity in which all of the equity owners are accredited investors (including an Individual Retirement Account owned by a natural person who is an accredited Investor under category (e) or (f))

The statements made in this Schedule “D” are true and accurate as of the date of signing and will be true and accurate as of the Closing Date.

By completing this certificate, the Subscriber authorizes the indirect collection of this information by each applicable securities regulatory authority or regulator and acknowledges that such information is made available to the public under applicable securities legislation.

[Signature Page Follows]

 

D-2


Dated:                         , 2019.     [PRINT NAME OF PURCHASER ENTITY]
    By:  

 

      Name:
      Office or Title (if Subscriber is a Corporation or other Legal Entity):

 

D-1


Annex “A” to SCHEDULE “D”

Declarations for Removal of Legend To: Computershare Investor Services Inc., as Registrar and Transfer

Agent for the common shares of Prometic Life Sciences. (the “Corporation”).

The undersigned (a) acknowledges that the sale of the securities of Prometic Life Sciences Inc. (the “Corporation”) to which this declaration relates is being made in reliance on either Rule 903 or Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and (b) certifies that, (1) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, (B) if such declaration is in reliance on Rule 904, the transaction was executed in, on or through the facilities of the Toronto Stock Exchange or another designated offshore securities market as defined in Regulation S under the U.S. Securities Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States or (C) if such declaration is in reliance on Rule 903, the transaction meets the ‘offshore transaction’ requirements applicable to offers and sales pursuant to Rule 903, (2) if such declaration is in reliance on Rule 904 and the seller or any affiliate of the seller is an officer or director of the issuer or any distributor (as defined in Regulation S) where such person is an affiliate of the issuer or such distributor, as applicable, solely by virtue of holding such position, no selling concession, fee or other remuneration will be paid in connection with such offer or sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace such securities with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

 

By:    
  Signature

 

Name (please print)

 

Date  

AFFIRMATION BY SELLER’S BROKER-DEALER (REQUIRED FOR SALES IN ACCORDANCE WITH SECTION (b)(1)(B) ABOVE)

We have read the foregoing representations of our customer,                                                   (the “Seller”) dated                                              , with regard to our sale, for such Seller’s account, of the securities of the Corporation described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of a “designated offshore securities market”, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

 

 

Name of Firm

By:    
 

Authorized Officer

 

Date:

 

 

D-1


SCHEDULE “E”

FOREIGN SUBSCRIBER CERTIFICATE

(Residents of Jurisdictions other than Canada and the United States)

 

TO:    PROMETIC LIFE SCIENCES INC. (THE “CORPORATION”)
AND TO:    RAYMOND JAMES LTD. (THE “AGENT”)
AND TO:    U.S. BROKER-DEALER AFFILIATE OF THE AGENT (THE “U.S. AFFILIATE”)
AND TO:    STIKEMAN ELLIOTT LLP
RE:    PURCHASE OF COMMON SHARES OF THE CORPORATION

 

 

Reference is made to the subscription agreement between the Corporation and the undersigned (referred to herein as the Subscriber) dated as of the date hereof (the “Subscription Agreement”). Terms not otherwise defined herein have the meanings ascribed to them in the Subscription Agreement. The undersigned Subscriber, a resident of a jurisdiction other than Canada and is not a U.S. Person, hereby represents and warrants as follows:

 

1.

The Subscriber is purchasing the Securities as principal, is a resident of an International Jurisdiction and the decision to subscribe for Common Shares was taken in such International Jurisdiction.

 

2.

The delivery of the Subscription Agreement, the acceptance of it by the Corporation and the issuance of the Securities to the Subscriber complies with all laws applicable to the Subscriber, including the laws of such purchaser’s jurisdiction of residence, and all other applicable laws, and will not cause the Corporation to become subject to, or require it to comply with, any disclosure, prospectus, filing or reporting requirements under any applicable laws of the International Jurisdiction.

 

3.

The Subscriber is knowledgeable of, or has been independently advised as to, the application or jurisdiction of the securities laws of the International Jurisdiction that would apply to the subscription (other than the securities laws of Canada and the United States).

 

4.

The Corporation is offering and selling the Common Shares and the Subscriber is purchasing the Common Shares pursuant to exemptions from the prospectus and registration requirements under the applicable securities laws of the International Jurisdiction or, if such is not applicable, the Corporation is permitted to offer and sell the Common Shares and the Subscriber is permitted to purchase the Common Shares under the applicable securities laws of such International Jurisdiction without the need to rely on exemptions.

 

5.

The applicable securities laws do not require the Corporation to register any of the Purchased Securities, file a prospectus, registration statement, offering memorandum or similar document, or make any filings or disclosures or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction.

 

6.

The Subscriber will not sell, transfer or dispose of the Securities except in accordance with all applicable laws, including applicable securities laws of Canada and the United States, and the Subscriber acknowledges that the Corporation shall have no obligation to register any such purported sale, transfer or disposition which violates applicable Canadian or United States securities laws.

 

7.

If the undersigned Subscriber, or any other purchaser for whom it is acting hereunder, is resident in or otherwise subject to applicable securities laws of the United Kingdom:

 

E-1


  a.

the Subscriber is either: (i) purchasing the Common Shares as principal for its own account, (ii) acting as agent for a beneficial purchaser who is disclosed in this Subscription Agreement and who is purchasing the Common Shares as principal for its own account; or (iii) purchasing the Common Shares on behalf of discretionary client(s) in circumstances where section 86(2) of the Financial Services and Markets Act 2000 (“FSMA”) applies;

 

  b.

the Subscriber (and if the undersigned Subscriber is purchasing as agent for a beneficial purchased disclosed in this Subscription Agreement, that beneficial purchaser): (i) is a person in the United Kingdom who is a “qualified investor” for the purposes of section 86(7) of the FSMA, (ii) is such a person as is referred to in Article 19 (investment professionals) or Article 49 (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”); and (iii) has complied with and undertakes to comply with all applicable provisions of the FSMA and other applicable securities laws with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom;

 

  c.

the Subscriber acknowledges that the offer detailed in the Subscription Agreement is only directed in the United Kingdom at the following persons (such that such offer is not available in the United Kingdom to any other persons and such that no other persons should rely on the contents of this Subscription Agreement): (i) (in the case of investment professionals as referred to in Article 19 of the FPO) persons having professional experience in matters relating to investments; and (ii) (in the case of high net worth companies, etc. as referred to in Article 49 of the FPO) high net worth companies, unincorporated associations or partnerships or trustees of high value trusts which: (A) in the case of a company, has, or is a member of the same group as an undertaking that has, a called up share capital or net assets of not less than £500,000 (for companies with more than 20 members or subsidiary undertakings of an undertaking with more than 20 members) or net assets of not less than £5,000,000 in any other case; or (B) in the case of an unincorporated association or partnership, has net assets of not less than £5,000,000; or (C) in the case of a trustee of a high value trust, has cash and investments forming part of the trust’s assets (before the deduction of liabilities) with an aggregate value of not less than £10,000,000 (or which has had an aggregate value of not less than £10,000,000 during the year immediately preceding the date of receipt of the Subscription Agreement); and

 

  d.

it confirms that, to the extent applicable to it, it is aware of, has complied and will comply with its obligations in connection with the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and Part VIII of the FSMA, it has identified its clients in accordance with the Money Laundering Regulations 2003 (the “Regulations”) and has complied fully with its obligations pursuant to the Regulations and will, as a condition precedent of any acceptance of this subscription, provide all such information and documents as may be required in relation to it (or any person on whose behalf it is acting as agent) that may be required by the Corporation or any agent or person acting for it in order to discharge any obligations under the Regulations.

Dated:                                 , 2019.

 

 

Name of Subscriber
X  

 

 

E-2


Signature of Subscriber

 

If the Subscriber is a corporation, print name and title of Authorized Signing Officer

 

E-3


SCHEDULE “F”

REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

 

1.

The Corporation represents and warrants to, and covenants with, each Subscriber (and acknowledges that each Subscriber is relying on such representations, warranties and covenants) as follows:

 

  (a)

each of the Corporation and the Subsidiaries has been duly incorporated, continued or amalgamated and is validly existing and in good standing under the Laws of its governing jurisdiction, has all requisite power and authority and is duly qualified to carry on its business as now conducted and to own or lease its properties and assets and the Corporation has all requisite corporate power and authority to carry out its obligations under this Agreement and the other Documents and to consummate the transactions contemplated hereby and thereby, and to carry out its obligations hereunder and thereunder;

 

  (b)

neither the Corporation nor any Subsidiary is in violation or default of (nor will it be so upon consummation of the transactions contemplated hereby and thereby) any of the provisions of its respective certificate or articles of incorporation or bylaws or other organizational or charter documents;

 

  (c)

each of the Corporation and the Subsidiaries is licensed, registered or qualified as an extra-provincial, foreign corporation or an extra-provincial partnership, as the case may be, in all jurisdictions where the character of the property or assets thereof owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and has carried on and is carrying on the business thereof in material compliance with all Laws of each such jurisdiction and has not received a notice of noncompliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which would have a Material Adverse Effect;

 

  (d)

this Agreement and each of the other Documents has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding agreement of the Corporation and is enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought. The Corporation’s execution and delivery of each of this Agreement and the other Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Securities) have been duly authorized by all necessary corporate action on the part of the Corporation, and no further corporate action or consent is required by any of the Corporation and its Subsidiaries, their respective board of directors or similar governing body, members, managers or its stockholders (as applicable) in connection therewith; provided that as a result of reliance on the TSX financial hardship exemption from the requirement to obtain shareholder approval, the Corporation will be placed under remedial delisting review;

 

  (e)

the Corporation does not beneficially own or exercise control or direction over any company other than the companies set out below, and the Corporation beneficially owns, directly or indirectly, the percentage indicated below of the issued and outstanding shares in the capital of the Subsidiaries and all of the issued and outstanding shares of each of the Subsidiaries are issued as fully paid and non-assessable shares, free and clear of all Liens, other than in connection with the long-term loans with SALP (the “SALP Loan Agreement”), Liens granted to Governmental

 

F-1


  Authorities and Liens granted in the ordinary course of business and, other than under the SALP Loan Agreement, no person has any agreement, option, right or privilege (whether present or future, contingent or absolute, pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or the Subsidiaries of any interest in any of the shares or for the issue or allotment of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares;

 

Name

  

Jurisdiction of Incorporation

  

Beneficial Equity/

Voting Ownership

Prometic Manufacturing Inc.    Canada    100% indirectly
Prometic Bioproduction Inc.    Canada    100% directly
Prometic Biosciences Inc.    Canada    100% directly
Prometic Plasma Resources Inc.    Canada    100% directly
Telesta Therapeutics Inc.    Canada    100% directly
Prometic Biotherapeutics, Inc.    Delaware, United States    100% directly
NantPro Biosciences, LLC    Delaware, United States    73% directly
Prometic Plasma Resources (USA) Inc.    Delaware, United States    100% directly
Prometic Bioseparations Ltd.    Isle of Man    96% directly and
      4% indirectly
Prometic Pharma SMT Holdings Limited    United Kingdom    100% directly
Prometic Pharma SMT Limited    United Kingdom    100% indirectly

and the Corporation is not a partner of any limited partnerships;

 

  (f)

the numbers of shares and type of all authorized, issued and outstanding shares, rights, warrants, options and other securities of the Corporation (whether or not presently convertible into or exercisable or exchangeable for shares of the Corporation) after giving effect to the transactions contemplated hereby and the Refinancing Transactions, are as set forth in Schedule B hereto. The authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preferred shares of which 739,130,546 Common Shares, which number does not include the Common Shares issued or issuable pursuant to the Refinancing Transactions, are issued and outstanding as fully paid and non-assessable and nil preferred shares are issued and outstanding as of the date hereof. The outstanding indebtedness of the Corporation after giving effect to the transactions contemplated hereby on the Closing Date and the Refinancing Transactions, is as set

 

F-2


  forth in Schedule B hereto. The Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens and shall not be subject to pre-emptive or similar rights of stockholders. Except as disclosed in the Public Disclosure Documents, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Corporation’s Common Shares to which the Corporation is a party or, to the Corporation’s knowledge, between or among any of the Corporation’s stockholders. Assuming the accuracy of the representations and warranties of the Subscribers in this Agreement, the Securities issued to such Subscribers will be issued in compliance with all Applicable Securities Laws and federal and state securities laws of the United States. The Corporation has reserved from its duly authorized share capital the number of Common Shares required to be issued pursuant to this Agreement;

 

  (g)

the Corporation has not taken any action designed to, or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of the Common Shares;

 

  (h)

the execution and delivery of and performance by the Corporation of this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event of condition) result in a material breach or violation of or a conflict with, or allow any other person to exercise any rights under any of the terms or provisions of the Corporation’s organization documents or any other contract, agreement, instrument, undertaking or covenant to which the Corporation is a party or by which it is bound;

 

  (i)

the Corporation has filed all reports, schedules, forms, statements and other documents required to be filed by it under Applicable Securities Laws, for the two (2) years preceding the date hereof and no such disclosure has been made on a confidential basis. As of their respective filing dates (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) the Public Disclosure Documents complied in all material respects with the requirements of the Applicable Securities Laws and the rules and regulations of the Securities Commissions promulgated thereunder, and none of the Public Disclosure Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All material agreements to which the Corporation is a party or to which the property or assets of the Corporation are subject are included as part of or identified in the Public Disclosure Documents, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the Securities Commissions. There is no material change relating to the Corporation which has occurred and with respect to which the requisite material change statement has not been filed;

 

  (j)

the Common Shares are listed on the TSX and on the OTCQX International, and the Corporation has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares under the 1933 Act or de-listing the Common Shares from the TSX or the OTCQX International, nor has the Corporation received any notification that the Securities Commissions, the SEC, the TSX or the OTCQX International is contemplating terminating such registration or listing; provided that as a result of reliance on the TSX financial hardship exemption from the requirement to obtain shareholder approval, the Corporation will be placed under remedial delisting review. The Corporation is, and immediately after the Closing will be, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all listing and maintenance requirements of the TSX;

 

F-3


  (k)

the definitive form of certificates representing the Common Shares have been approved by the board of directors of the Corporation, complies with the requirements of the Canada Business Corporations Act, complies with the requirements of the TSX Company Manual and does not conflict with the constating documents of the Corporation;

 

  (l)

the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2018 and 2017 (the “Audited Financial Statements”):

 

  (i)

have been prepared in accordance with International Financial Reporting Standards consistently applied throughout the period referred to therein;

 

  (ii)

present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Corporation and the Subsidiaries, taken as a whole, as at such dates and results of operations of the Corporation and the Subsidiaries, taken as a whole, for the periods then ended;

 

  (iii)

contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation, and there has been no change in accounting policies or practices of the Corporation since the date of the Audited Financial Statements other than as described in the Corporation Financial Statements; and

 

  (iv)

except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Public Filings under the Canadian Securities Laws and the rules and regulations of the Canadian Securities Administrators promulgated thereunder;

 

  (m)

Since December 31, 2017:

 

  (i)

neither the Corporation nor any Subsidiary has paid or declared any dividend or incurred any material capital expenditure or made any commitment therefor, other than in the ordinary course of business of the Corporation;

 

  (ii)

neither the Corporation nor any Subsidiary has incurred any obligation or liability, direct or indirect, contingent or otherwise, except in the ordinary course of business and which is not, and which in the aggregate are not, material;

 

  (iii)

neither the Corporation nor any Subsidiary has entered into any material transaction; or

 

  (iv)

each of the Corporation and the Subsidiaries has carried on its business in the ordinary course,

except in each case as disclosed in the Public Disclosure Documents;

 

  (n)

since the date of the latest audited financial statements included within the Public Disclosure Documents, except as specifically disclosed in a subsequent Public Filing filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) neither the Corporation nor any of its Subsidiaries has incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of

 

F-4


  business consistent with past practice and (B) liabilities not required to be reflected in the Corporation’s financial statements pursuant to International Financial Reporting Standards or disclosed in the Public Disclosure Documents, (iii) neither the Corporation nor any of its Subsidiaries has altered its method of accounting or the manner in which it keeps its accounting books and records or changed its auditors, (iv) neither the Corporation nor any of its Subsidiaries has declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Corporation or pursuant to the express terms of the outstanding securities of the Corporation), and (v) neither the Corporation nor any of its Subsidiaries has issued any equity securities to any officer, director or affiliate, except Common Shares issued pursuant to existing Corporation stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Public Disclosure Documents. The Corporation has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Corporation have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. After giving effect to the transactions contemplated hereby and the Refinancing Transactions, the Corporation will not be Insolvent. Except for the transactions contemplated by this Agreement and the Refinancing Transactions, no event, liability or development has occurred or exists with respect to the Corporation or its Subsidiaries or their respective businesses, properties, operations or financial condition, that would be required to be disclosed by the Corporation under applicable securities laws at the time this representation is made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made;

 

  (o)

there is no transaction, arrangement, or other relationship between the Corporation (or any Subsidiary) and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Corporation in Public Disclosure Documents and is not so disclosed;

 

  (p)

neither (A) the Corporation nor (B) to the Corporation’s knowledge, any entity that controls the Corporation or is under the control of, or under common control with, the Corporation, is subject to any Disqualification Event. The Corporation represents that the Corporation has exercised reasonable care to determine the accuracy of the representation made by the Corporation in this paragraph (p);

 

  (q)

the Corporation is a “foreign issuer” and reasonably believes that there is no “substantial US market interest” (each as defined in Regulation S under the 1933 Act) in the Securities or in any securities of the same class as the Securities or the Corporation’s debt securities;

 

  (r)

each of the Corporation and the Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages, and has not and is not engaged in any unfair labor practice. No material labor dispute exists or, to the Corporation’s knowledge, is imminent with respect to any of the employees of the Corporation which would have or reasonably be expected to result in a Material Adverse Effect. None of the Corporation’s or any Subsidiary’s employees is a member of a union that relates to such employee’s relationship with the Corporation, and neither the Corporation nor any of its Subsidiaries is a party to a collective bargaining agreement. No executive officer of the Corporation (as defined in National Instrument 51-102Continuous Disclosure Obligations) has notified the Corporation or any such Subsidiary that such officer intends to leave the Corporation or any such Subsidiary or otherwise terminate such

 

F-5


  officer’s employment with the Corporation or any such Subsidiary. To the Corporation’s knowledge, no executive officer, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of a third party, and to the Corporation’s knowledge, the continued employment of each such executive officer does not subject the Corporation or any Subsidiary to any material liability with respect to any of the foregoing matters;

 

  (s)

the Corporation and each of its Subsidiaries have good and marketable title to all real and personal property owned by them that is material to the business of the Corporation and its Subsidiaries, taken as a whole, in each case free and clear of all mortgages, Liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, other than in connection with the SALP Loan Agreement, Liens granted to Governmental Authorities and Liens granted in the ordinary course of business. Any real property and facilities held under lease by the Corporation and any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Corporation and its Subsidiaries and any agreements under which any of the Corporation and the Subsidiaries holds an interest in personal property are, in all material respects, in good standing according to their terms;

 

  (t)

neither the Corporation nor any of the Subsidiaries has committed an act of bankruptcy or sought protection from the creditors thereof before any court or pursuant to any Law, proposed a compromise or arrangement to the creditors thereof generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to be declared bankrupt or wound up, taken any proceeding to have a receiver appointed of any of the assets thereof, had any person holding any Lien, take possession of any of the property thereof, had an execution or distress become enforceable or levied upon any portion of the property thereof or had any petition for a receiving order in bankruptcy filed against it;

 

  (u)

except as disclosed in the Public Disclosure Documents or as contemplated by the Refinancing Transactions, none of the Corporation nor any Subsidiary has approved or has entered into any agreement in respect of:

 

  (i)

the purchase of material assets or any interest therein or the sale, transfer or other disposition of any material portion of its assets or any interest therein currently owned, directly or indirectly, by the Corporation or any Subsidiary whether by asset sale, transfer of shares or otherwise; or

 

  (ii)

the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Corporation or any Subsidiary or otherwise) of the Corporation or any Subsidiary;

 

  (v)

all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Corporation and the Subsidiaries have been paid. All tax returns, declarations, remittances and filings required to be filed by the Corporation and the Subsidiaries have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. Neither the Corporation nor any of the

 

F-6


  Subsidiaries has received any material written notice regarding examination of any tax return of the Corporation or the Subsidiaries and there are no material issues or disputes outstanding with any Governmental Authorities respecting any Taxes that have been paid, or may be payable, by the Corporation or the Subsidiaries;

 

  (w)

the Corporation’s current auditors, Ernst & Young LLP, which are the auditors who audited the Audited Financial Statements and who provided their audit report thereon are independent public accountants under Applicable Securities Laws;

 

  (x)

there has never been a “reportable disagreement” (within the meaning of National Instrument 51-102Continuous Disclosure Obligations) between the Corporation and the Corporation’s current auditors or with any former auditors of the Corporation;

 

  (y)

the Corporation on a consolidated basis maintains a system of internal accounting controls sufficient to provide reasonable assurance that:

 

  (i)

transactions are executed in accordance with management’s general or specific authorization;

 

  (ii)

transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets;

 

  (iii)

access to assets of the Corporation and the Subsidiaries is permitted only in accordance with management’s general or specific authorization; and

 

  (iv)

the recorded accountability for assets of the Corporation and the Subsidiaries is compared with existing assets of the Corporation and the Subsidiaries at reasonable intervals and appropriate action is taken with respect to any differences;

 

  (z)

the Corporation is in compliance with the certification requirements contained in National Instrument 52-109Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators with respect to the Corporation’s annual and interim filings with Canadian securities regulators;

 

  (aa)

the audit committee of the Corporation is comprised and operates in accordance with the requirements of National Instrument 52-110Audit Committees of the Canadian Securities Administrators, the majority of which is “independent” within the meaning of such instrument;

 

  (bb)

except for the transactions contemplated by the Refinancing Transactions (including for greater certainty the repricing of warrants, the issuance of the warrants to SALP, and the rights offering to be conducted after the Closing Date in accordance with the terms of the Restructuring Agreement), the issuance and sale of the Securities and issuance and sale of other securities of the Corporation pursuant to any other issuances of securities of the Corporation contemplated by the Corporation on the Closing Date will not obligate the Corporation to issue Common Shares or other securities to any person (other than to the subscribers in the Offering (including the Subscribers)) and will not result in a right of any holder of securities of the Corporation to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding common shares of the Corporation have been duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance with all Applicable Securities Laws, and none of such outstanding common shares was issued in violation of any pre-emptive rights or similar rights to subscribe for or purchase securities;

 

F-7


  (cc)

other than as disclosed in the Public Disclosure Documents, no legal or governmental proceedings are pending to which the Corporation or a Subsidiary is a party or to which any of their businesses, assets or properties is subject that would result individually or in the aggregate in a Material Adverse Effect and, to the knowledge of the Corporation and the Subsidiaries, no such proceedings have been threatened against or are contemplated with respect to the Corporation or the Subsidiaries or any of their respective businesses, assets or properties. Neither the Corporation nor any Subsidiary nor, to the knowledge of the Corporation and the Subsidiaries, any director or officer thereof, is or has been the subject of any proceeding involving a claim of violation of or liability under any Applicable Securities Laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Corporation and the Subsidiaries there is not pending or contemplated, any investigation by the SEC or a Securities Commission involving the Corporation, any Subsidiary thereof or any current or former director or executive officer thereof. Neither the SEC or a Securities Commission has issued any stop order or other order suspending holding any securities of the Corporation;

 

  (dd)

the Corporation is not in default in any material respect of any requirement of Applicable Securities Laws and the Corporation is not included in a list of defaulting reporting issuers maintained by the Canadian Offering Jurisdictions;

 

  (ee)

to the knowledge of the Corporation, no insider of the Corporation has advised the Corporation of their present intention to sell any securities of the Corporation;

 

  (ff)

the Corporation is, and will be at all times during the distribution of the Common Shares to be issued as part of the Offering, in compliance in all material respects with all its disclosure obligations under all Applicable Securities Laws and federal and state securities laws of the United States (including, without limitation, all of its disclosure obligations pursuant to National Instrument 51-102Continuous Disclosure Obligations of the Canadian Securities Administrators and pursuant to National Instrument 58-101Disclosure of Corporate Governance Practices. The Public Disclosure Documents are, and will be at all times during the distribution of the Common Shares to be issued as part of the Offering, in compliance in all material respects with all Applicable Securities Laws and federal and state securities laws of the United States and do not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or are made, not misleading and such documents collectively constitute and will constitute full, true and plain disclosure of all material facts relating to the Corporation and do not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or are made, not misleading. There is no fact of specific application to the Corporation known to the Corporation which the Corporation has not publicly disclosed which materially adversely affects, or so far as the Corporation can reasonably foresee, will materially adversely affect its business, results of operations, condition (financial or otherwise), assets, liabilities (contingent or otherwise), capital, affairs, prospects, cash flow, income or business operation or the ability of the Corporation to perform its obligations under this Agreement, other than in respect of the Refinancing Transactions;

 

F-8


  (gg)

the Corporation is, and will be at all times during the distribution of the Common Shares to be issued as part of the Offering, in compliance in all material respects with all timely disclosure obligations under Applicable Securities Laws and, without limiting the generality of the foregoing, there has not occurred any Material Adverse Change in the business, results of operations, condition (financial or otherwise), assets, liabilities (contingent or otherwise), capital, affairs, prospects, cash flow, income or business operation of the Corporation and the Subsidiaries, taken as a whole, which has not been publicly disclosed and none of the documents filed by or on behalf of the Corporation pursuant to Applicable Securities Laws contain a misrepresentation at the date of the filing thereof, other than in respect of the Refinancing Transactions;

 

  (hh)

the execution and delivery of this Agreement and the compliance with all provisions contemplated hereunder, the issue and sale of the Common Shares to be issued as part of the Offering does not and will not:

 

  (i)

require the Authorization of or with, or notice to, any Governmental Authority or any other third party, except: (i) filings required by applicable Canadian securities laws or state securities laws of the United States, (ii) the filing of report of trade with the applicable Securities Commissions, (iii) the filing of a Notice of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act, (iv) the filing of any requisite notices and/or application(s) to the TSX for the issuance and sale of the Securities and their listing for trading thereon in the time and manner required thereby, (v) the filings required in accordance with Section 4.4, (vi) those that have been made or obtained prior to the date of this Agreement, or (vii) such as may be required and will be obtained during the distribution of the Common Shares to be issued as part of the Offering, provided that as a result of reliance on the TSX financial hardship exemption from the requirement to obtain shareholder approval, the Corporation will be placed under remedial delisting review;

 

  (ii)

result in a breach of or default under, nor create a state of facts which, after notice or lapse of time or both, would result in a breach of or default under, nor conflict with:

 

  (A)

any of the terms, conditions or provisions of the constating documents or resolutions of the shareholders, board of directors or any committee of the board of directors of the Corporation or the Subsidiaries;

 

  (B)

any Law applicable to the Corporation or the Subsidiaries, including, without limitation, Applicable Securities Laws, or any judgment, order or decree of any Governmental Authority having jurisdiction over the Corporation or the Subsidiaries, provided that as a result of reliance on the TSX financial hardship exemption from the requirement to obtain shareholder approval, the Corporation may be placed under remedial delisting review; or

 

  (C)

any agreement of the Corporation or the Subsidiaries, except where such breach or default would not have a Material Adverse Effect; or

 

  (iii)

give rise to any Lien, charge or claim in or with respect to the properties or assets now owned or hereafter acquired by the Corporation or the Subsidiaries or the acceleration of or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting the Corporation or the Subsidiaries or any of their respective properties or assets;

 

  (ii)

other than the Agent and Stifel, Nicolaus & Company, Incorporated, there is no person acting or purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage or finder’s fee in connection with the transactions contemplated by this Agreement;

 

F-9


  (jj)

no registration under the 1933 Act is required for the offer and sale of the Securities by the Corporation to the Subscribers under the Documents. Subject to obtaining conditional approval of the TSX, the issuance and sale of the Securities hereunder does not contravene the rules and regulations of the TSX and is exempt from the prospectus requirements of Applicable Securities Laws;

 

  (kk)

except pursuant to the Registration Rights Agreement, no person has any right to cause the Corporation to effect the registration (including “piggy-back” registration rights) under the 1933 Act or under any Applicable Securities Laws of any securities of the Corporation. No person has registration or “piggy-back” rights that would pre-empt or “cut-back” the registration rights granted to the Subscribers in the Registration Rights Agreement;

 

  (ll)

none of the Corporation, its Subsidiaries nor any person acting on its behalf has, directly or indirectly, at any time within the past six (6) months, directly or indirectly, made any offers or sales of any Corporation security or solicit any offers to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D and/or afforded by Section 4(a)(2) of the 1933 Act in connection with the offer and sale by the Corporation of the Securities as contemplated hereby or (ii) cause the offering of the Securities pursuant to the Documents to be integrated with prior offerings by the Corporation for purposes of any applicable law, regulation or stockholder approval provisions, including, without limitation, under the rules and regulations of the TSX;

 

  (mm)

neither the Corporation nor any of its Subsidiaries nor any person acting on behalf of the Corporation has engaged in any form of general solicitation or general advertising (as defined in Regulation D), including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general solicitation or general advertising in connection with the offer or sale of Securities;

 

  (nn)

neither the Corporation nor any Subsidiary is in violation of any term or provision of any agreement, indenture or other instrument applicable to it which would, or could reasonably be expected to, constitute a Material Adverse Effect;

 

  (oo)

to the knowledge of the Corporation, no other party is in default in the observance or performance of any term or obligation to be performed by such other party under any contract to which the Corporation or any of the Subsidiaries is a party or by which it is bound and no event has occurred which after notice or lapse of time or both would result in a breach of or constitute a default under, in any such case which default or event would constitute a Material Adverse Effect;

 

  (pp)

neither the Corporation nor any Subsidiary is aware of any Law, or proposed Law, which it contemplates will constitute a Material Adverse Effect;

 

  (qq)

other than as disclosed in the Public Disclosure Documents, neither the Corporation nor the Subsidiaries has any loans or other indebtedness outstanding which have been made to any of their respective officers, directors or employees, past or present, any known holder of more than 10% of any class of shares of the Corporation or the Subsidiaries, or any person not dealing at arm’s length with the Corporation or the Subsidiaries that are currently outstanding;

 

F-10


  (rr)

other than as disclosed in the Public Disclosure Documents, none of the directors, executive officers or employees of the Corporation or any Subsidiary, or any known holder of more than 10% of any class of shares of the Corporation or any affiliate thereof, has any material interest, direct or indirect, in any transaction that is material to the Corporation or the Subsidiaries;

 

  (ss)

none of the (i) executive officers or directors of the Corporation, (ii) shareholders of the Corporation and (iii) employees of the Corporation, in each case, is presently a party to any transaction with the Corporation or any Subsidiary other than for services as employees, executive officers and directors; in respect of severance arrangements; the SALP Loan Agreement; or licenses or other agreements entered into in the ordinary course of business;

 

  (tt)

the Corporation maintains insurance covering the properties, operations, personnel and businesses of the Corporation and the Subsidiaries as the Corporation reasonably deems adequate; such insurance insures against such losses and risks to an extent which is adequate in accordance with customary industry practice to protect the Corporation, the Subsidiaries and the businesses of the Corporation and the Subsidiaries; all such insurance is fully in force on the date hereof and will be fully in force on the Closing Date; and the Corporation has no reason to believe that it will not be able to renew any such insurance as and when such insurance expires;

 

  (uu)

each of the Corporation and the Subsidiaries is in compliance in all material respects with all applicable Laws (the “Environmental Laws”) relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance (“Hazardous Substances”);

 

  (vv)

each of the Corporation and the Subsidiaries has obtained all material Authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary for the operation of the businesses carried on by the Corporation and the Subsidiaries and each Environmental Permit is valid, subsisting and in good standing, in all material respects, and neither the Corporation nor any of the Subsidiaries is in material default or breach of any Environmental Permit and, to the knowledge of the Corporation and the Subsidiaries, no proceeding is pending or, to the knowledge of the Corporation and the Subsidiaries, threatened, to revoke or limit any Environmental Permit;

 

  (ww)

neither the Corporation nor any of the Subsidiaries has used, except in compliance in all material respects with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance;

 

  (xx)

neither the Corporation nor any of the Subsidiaries has received any notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental Law, and neither the Corporation nor any of the Subsidiaries (including, if applicable, any predecessor companies) has settled any allegation of non-compliance short of prosecution. To the knowledge of the Corporation and the Subsidiaries, there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation or the Subsidiaries, nor has the Corporation or any of the Subsidiaries received notice of any of the same;

 

F-11


  (yy)

neither the Corporation nor any Subsidiary has received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental Laws. Neither the Corporation nor any Subsidiary has received any request for information in connection with any federal, provincial, state or municipal inquiries as to disposal sites;

 

  (zz)

there are no orders, rulings or directives issued, pending or, to the knowledge of the Corporation and the Subsidiaries, threatened against the Corporation or any of the Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to the property or assets of the Corporation or any of the Subsidiaries which would have a Material Adverse Effect;

 

  (aaa)

no order, ruling of suspending the sale or ceasing the trading in any securities of the Corporation has been issued by any Securities Commission and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Corporation, are pending, contemplated or threatened by any Securities Commission;

 

  (bbb)

other than as disclosed in the Public Disclosure Documents, neither the Corporation nor any Subsidiary has made any material loans to or guaranteed the obligations of any third-party;

 

  (ccc)

Computershare Investor Services Inc., the transfer agent of the Corporation at its principal offices in the City of Toronto has been duly appointed as registrar and transfer agent for the Common Shares;

 

  (ddd)

neither the Corporation nor the Subsidiaries, nor to the knowledge of the Corporation and the Subsidiaries, any director, officer, agent, employee or other person associated with or acting on behalf of the Corporation or the Subsidiaries has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated any applicable anti-bribery, import, export control and economic sanctions laws including any provision of the Corruption of Foreign Officials Act (Canada), the U.S. Foreign Corrupt Practice Act, the UK Bribery Act, the regulations administered by U.S. Customs and Border Protection, the U.S. Export Administration Regulations, and the regulations administered by the U.S. Office of Foreign Assets Control (“OFAC”);

 

  (eee)

neither the Corporation nor any Subsidiary nor, to the Corporation’s knowledge, any director, executive officer, agent, employee, affiliate or person acting on behalf of the Corporation or any Subsidiary is currently subject to any U.S. sanctions administered by OFAC or any other applicable sanctions; and the Corporation will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity, towards any sales or operations in Cuba, Iran, North Korea, Sudan, Syria, or any other country sanctioned by OFAC or for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC;

 

  (fff)

each of the Corporation and the Subsidiaries holds all of the permits, licenses and like authorizations necessary for it to carry on its current business in each jurisdiction where such business is carried on that are material to the conduct of the business of each of the Corporation and the Subsidiaries, including, but not limited to, permits, licenses and like authorizations from Health Regulatory Authorities (collectively, the “Material Permits”); all such Material Permits are valid and subsisting and in good standing and

 

F-12


  none of the same contains any term, provision, condition or limitation which has or would reasonably be expected to affect or restrict in a materially adverse manner the operation of the business of the Corporation or any of the Subsidiaries, as now carried on or proposed to be carried on, as set out in the Public Disclosure Documents, and each of the Corporation and the Subsidiaries is not in breach thereof or in default with respect to filings to be effected or conditions to be fulfilled in order to maintain such Material Permits in good standing;

 

  (ggg)

each of the Corporation and the Subsidiaries is in compliance in all material respects with each Material Permit held by it and is not in material violation of, or in default under, applicable Laws;

 

  (hhh)

each of the Corporation and the Subsidiaries (i) is, and at all times has been, in material compliance with all statutes, rules and regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, holding, distribution, storage, import, export or disposal of any product manufactured or distributed by the Corporation or the Subsidiaries (“Product Laws”), except where such noncompliance would not, individually or in the aggregate, reasonably be expected to be material to the business of the Corporation and its Subsidiaries, taken as a whole; and (ii) other than the 483 and Complete Response Letter (“CRL”) received from the FDA in connection with Plasminogen, has not received any FDA Form 483, written notice of adverse finding, warning letter, CRL, untitled letter or other correspondence or written notice from any court or arbitrator or Health Regulatory Authority alleging or asserting material non-compliance with (or denying application for) (x) any Product Laws or (y) any licenses, exemptions, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Product Laws;

 

  (iii)

the clinical, pre-clinical and other studies and tests conducted by or on behalf of or sponsored by the Corporation and the Subsidiaries (collectively, the “Clinical Trials”) were and, if still pending, are being conducted, in all material respects, in accordance with all applicable Laws, including applicable Laws administered by Health Regulatory Authorities. The descriptions of the results of the Clinical Trials described or referred to in the Public Disclosure Documents are accurate and complete in all material respects and fairly present the published data derived from the Clinical Trials and neither the Corporation nor any Subsidiary has knowledge of other studies or tests the results of which are materially inconsistent with or otherwise call into question the results described or referred to in the Public Disclosure Documents. Neither the Corporation nor any Subsidiary has received any notices or written correspondence from any Health Regulatory Authority with respect to any Clinical Trial requiring the termination or suspension of any such Clinical Trial;

 

  (jjj)

each of the Corporation and the Subsidiaries has filed with the applicable Health Regulatory Authority all material applications, filings, declarations, listings, registrations, reports and submissions that are required to be so filed. All such filings were materially correct and complete, and in compliance with applicable Laws when filed and no deficiencies have been asserted by any Health Regulatory Authority with respect to any such filings, declarations, listings, registrations, reports or submissions;

 

  (kkk)

except as disclosed in the Public Disclosure Documents and in connection with the security interest or hypothec granted pursuant to the SALP Loan Agreement, each of the Corporation and the Subsidiaries is the legal and beneficial owner of, has good and marketable title to, and owns all right, title and interest in all Corporate IP free and clear of all encumbrances, charges, covenants, conditions, options to purchase and restrictions or other adverse claims or interest of any kind or nature other than in connection with the SALP Loan Agreement, Liens granted to Governmental Authorities

 

F-13


  and Liens granted in the ordinary course of business, and neither the Corporation nor any of the Subsidiaries has knowledge of any claim of adverse ownership in respect thereof. Except as disclosed in the Public Disclosure Documents and in connection with the SALP Loan Agreement, no consent of any person other than the Corporation and/or the Subsidiaries and/or any co-owner of the Corporate IP, if applicable, is necessary to make, use, reproduce, license, sell, modify, update, enhance or otherwise exploit any Corporate IP and, other than licenses granted under licenses entered into in the ordinary course, none of the Corporate IP comprises an improvement to Licensed IP that would give any person other than the Corporation and/or the Subsidiaries any rights to the Corporate IP, including, without limitation, rights to license the Corporate IP;

 

  (lll)

other than as disclosed in the Public Disclosure Documents, neither the Corporation nor any Subsidiary has received any notice or claim (whether written, oral or otherwise) challenging the Corporation’s or any Subsidiary’s ownership or right to use any of the Corporate IP or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect thereto, nor, to the knowledge of the Corporation and the Subsidiaries, is there a reasonable basis for any claim that any person other than the Corporation and the Subsidiaries has any claim of legal or beneficial ownership or other claim or interest in any of the Corporate IP;

 

  (mmm)

to the knowledge of the Corporation and the Subsidiaries, all applications for registration of any material Registered Corporate IP are in good standing, are recorded in the name of the Corporation or the Subsidiaries and have been filed in a timely manner in the appropriate offices to preserve the rights thereto and, in the case of a provisional application, all right, title and interest in and to the invention(s) disclosed in such application have been or prior to the applicable filing will be assigned in writing (without any express right to revoke such assignment) to the Corporation or the Subsidiaries. All such registrations have been filed, prosecuted and obtained in accordance with all applicable IP Laws and are currently in effect and in compliance with all applicable IP Laws. To the knowledge of the Corporation and the Subsidiaries, no registration of material Registered Corporate IP has expired, become abandoned, been cancelled or expunged, been dedicated to the public, or has lapsed for failure to be renewed or maintained. To the knowledge of the Corporation and the Subsidiaries, there has been no public disclosure, sale or offer for sale of any Corporate IP that may prevent the valid issue of all available Intellectual Property rights in such Corporate IP;

 

  (nnn)

except as disclosed in the Public Disclosure Documents, to the knowledge of the Corporation and the Subsidiaries, the conduct of the business of each of the Corporation and the Subsidiaries (including, without limitation, the use or other exploitation of the Corporate IP and Licensed IP by the Corporation and/or the Subsidiaries or other licensees) has not, does not and will not infringe, violate, misappropriate or otherwise conflict with any Intellectual Property right of any person, and has not been alleged to infringe, violate, misappropriate or otherwise conflict with any Intellectual Property right of any person;

 

  (ooo)

the Corporate IP and the Licensed IP is all of the Intellectual Property that is required to conduct the business of the Corporation and the Subsidiaries as disclosed in the Public Disclosure Documents;

 

  (ppp)

to the knowledge of the Corporation and the Subsidiaries, no person has interfered with, infringed upon, misappropriated, illegally exported, or violated any rights with respect to the Corporate IP;

 

F-14


  (qqq)

neither the Corporation nor any Subsidiary is aware of any reason as a result of which it is not entitled to make use of and commercially exploit the Corporate IP. With respect to each material license or material agreement by which the Corporation or any Subsidiary has obtained the rights to use, reproduce, sub license, sell, modify, update, enhance or otherwise exploit the Licensed IP rights of any other person or by which the Corporation or any Subsidiary has granted to any third party the right to so exploit such Licensed IP:

 

  (i)

such material license or material agreement is in full force and effect and is legal, valid, binding and enforceable in accordance with its terms, except to the extent that enforceability may be limited by: (a) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally; or (b) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and represents the entire agreement between the parties thereto with respect to the subject matter thereof, and no event of default has occurred and is continuing under any such material license or material agreement; and

 

  (ii)

(i) neither the Corporation nor any Subsidiary has received any notice of termination or cancellation, or threat of termination (whether written, oral or otherwise) under such material license or material agreement, and no party thereto has any right of termination or cancellation thereunder except in accordance with its terms; (ii) neither the Corporation nor any Subsidiary has received any notice of a breach or default under such material license or material agreement which breach or default has not been cured; and (iii) neither the Corporation nor any Subsidiary has granted to any other person any rights adverse to, or in conflict with, such material license or material agreement; and

 

  (iii)

neither the Corporation nor any Subsidiary is aware of any other party to such material license or material agreement that is in breach or default thereof, and is not aware of any event that has occurred that, with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration under such material license or material agreement;

 

  (rrr)

to the extent that any of the Corporate IP is licensed or disclosed to any person or any person has access to such Corporate IP (including, without limitation, any employee, officer, shareholder or consultant of the Corporation or any Subsidiary), each of the Corporation and the Subsidiaries has entered into a valid and enforceable written agreement which contains customary terms and conditions prohibiting the unauthorized use, reproduction or disclosure of such Corporate IP by such person. All such agreements are in full force and effect (other than such agreements that have terminated or expired in accordance with their terms) and none of the Corporation, a Subsidiary or to the knowledge of the Corporation and the Subsidiaries, any other person, is in default of its obligations thereunder;

 

  (sss)

each of the Corporation and the Subsidiaries has taken all actions that are contractually obligated to be taken and all actions that are customary and reasonable to protect the confidentiality of the Corporate IP;

 

  (ttt)

to the knowledge of the Corporation and the Subsidiaries, or as otherwise disclosed in the Public Disclosure Documents, it is not, and will not be, necessary for the Corporation or any of the Subsidiaries to utilize any Intellectual Property owned by or in possession of any of the employees made prior to their employment with the Corporation or the Subsidiaries in violation of the rights of such employee or any of his or her prior employers;

 

F-15


  (uuu)

neither the Corporation nor any Subsidiary has received any advice or any opinion that any of the Corporate IP is invalid or unregistrable or unenforceable, in whole or in part;

 

  (vvv)

neither the Corporation nor any Subsidiary has received any grant relating to research and development which is subject to repayment in whole or in part or to conversion to debt upon the sale of any Common Shares or which may affect the right of ownership of the Corporation or any Subsidiary in the Corporate IP;

 

  (www)

each of the Corporation and the Subsidiaries has and enforces a policy requiring each employee and consultant to execute a non-disclosure agreement and all current employees and consultants of each of the Corporation and the Subsidiaries have executed such an agreement and to the knowledge of the Corporation and the Subsidiaries, all past employees and consultants of each of the Corporation and the Subsidiaries have executed such an agreement;

 

  (xxx)

all of the present and past employees of the Corporation and the Subsidiaries, and all of the present and past consultants, contractors and agents of the Corporation and the Subsidiaries performing services relating to the development, modification or support of the Corporate IP, have entered into a written agreement assigning to the Corporation and/or the Subsidiaries all worldwide right, title and interest in and to all such Intellectual Property and waiving any moral rights thereto;

 

  (yyy)

any and all fees or payments required to keep the material Corporate IP and, to the knowledge of the Corporation and the Subsidiaries, the Licensed IP in force or in effect have been paid;

 

  (zzz)

other than as disclosed in the Public Disclosure Documents, there are no material Intellectual Property disputes, negotiations, agreements or communications between the Corporation or any Subsidiary and any other persons relating to or potentially relating to the business of the Corporation or any Subsidiary;

 

  (aaaa)

with respect to each of the premises of the Corporation or the Subsidiaries which is material to the Corporation and its Subsidiaries on a consolidated basis and which the Corporation and/or any of the Subsidiaries occupies as tenant (the “Leased Premises”), the Corporation and such Subsidiary has the right to occupy and use such Leased Premises, and each of the leases pursuant to which the Corporation and/or any of the Subsidiaries occupies the Leased Premises are, in all material respects, in good standing and in full force and effect, and neither the Corporation nor any other party thereto is in breach of any material covenants, conditions or obligations contained therein;

 

  (bbbb)

the Corporation and each of the Subsidiaries and their representatives have complied with all Laws respecting anti-money laundering matters and no action, suit or proceeding by or before any Governmental Authority involving the Corporation or the Subsidiaries with respect such Laws is, to the knowledge of the Corporation, pending or threatened;

 

  (cccc)

to its knowledge, information and belief, the Corporation has provided (whether through counsel or otherwise) full, true and plain disclosure to any and all due diligence investigations, requests and enquiries made by, or on behalf of, the Agent; and

 

F-16


  (dddd)

all information and statements contained in documents made available by the Corporation or any of Subsidiaries (through legal counsel or otherwise) to the Agent, are true and correct in all material respects and does not contain any untrue statement of material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made; and the responses given by the Corporation and its directors and officers in the due diligence sessions will be true and correct in all material respects where they relate to matters of fact as at the time such responses are given where the responses given by the Corporation and its directors and officers at the due diligence sessions reflect the opinion or view of the Corporation or its directors and officers (including responses which are forward looking or otherwise related to projections, forecasts or estimates of future performance or results (operating financial or otherwise)) (“Forward-Looking Statements”), such opinions or views will be honestly held and believed to be reasonable at the time they are given, provided, however, it shall not constitute a breach of this paragraph solely if the actual results vary or differ from those contained in the Forward-Looking Statement;

 

  (eeee)

neither the Corporation nor any Subsidiary is, intends or in the reasonably foreseeable future expects to become a “passive foreign investment company” within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”);

 

  (ffff)

none of the Corporation or any of its predecessors or Subsidiaries has had the registration of a class of securities under the 1933 Act revoked by the SEC pursuant to Section 12(j) of the 1933 Act and any rules or regulations promulgated thereunder and the Corporation is exempt from the registration requirements of the Securities Exchange Act of 1934;

 

  (gggg)

the Corporation is not, and is not an affiliate of, and immediately after receipt and application of payment for the Securities will not be, or be an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended;

 

  (hhhh)

the Corporation acknowledges and agrees that the Subscribers are acting solely in the capacity of an arm’s length purchaser with respect to the Documents and the transactions contemplated hereby and thereby. The Corporation further acknowledges that the Subscribers are not acting as a financial advisor or fiduciary of the Corporation (or in any similar capacity) with respect to the Documents and the transactions contemplated thereby and any advice given by the Subscribers or any of their representatives or agents in connection with the Documents and the transactions contemplated thereby is merely incidental to the Subscribers’ purchase of the Securities. The Corporation further represents to the Subscribers that the Corporation’s decision to enter into this Agreement and the other Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Corporation and its representatives;

 

  (iiii)

neither the Corporation nor any of its Subsidiaries (i) is a “controlled foreign corporation” (a “CFC”) within the meaning of Section 957 of the Code, or (ii) has realized or expects to realize any material amounts of “Subpart F income” within the meaning of Section 952 of the Code or to hold material amounts of “U.S. property” within the meaning of Section 956 of the Code, in the current taxable year or in the reasonably foreseeable future;

 

  (jjjj)

the Corporation is not, and was not in the past, an “ineligible issuer” (as defined in Rule 405 promulgated under the Securities Act). The Corporation has never been an issuer subject to Rule 144(i) under the Securities Act;

 

F-17


  (kkkk)

the Corporation acknowledges that the Subscribers will rely upon the truth and accuracy of, and the Corporations compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Corporation set forth herein;

 

  (llll)

the Corporation and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under any rights plan (including the Rights Plans) or the laws of its jurisdiction of incorporation that is or could reasonably be expected to become applicable to the Subscribers as a result of the Subscribers and the Corporation fulfilling their obligations or exercising their rights under the Documents (including, without limitation, the Corporation’s issuance of the Securities and the Subscribers’ ownership of the Securities) and any other subscribers, purchasers and/or participants and the Corporation fulfilling their obligations or exercising their rights under any documents (including the Restructuring Agreement) with respect to any other issuances of Corporation securities contemplated by the Corporation on the Closing Date (including the Refinancing Transactions) or the date of any rights offering after the Closing Date. No rights plan (including any Rights Plan) is applicable to the Subscribers or any other subscriber or participant in the Offering or the Refinancing Transactions as a result of the Subscribers and the Corporation fulfilling their obligations or exercising their rights under the Documents (including, without limitation, the Corporation’s issuance of the Securities and the Subscribers’ ownership of the Securities) and any other subscribers, purchasers and/or participants and the Corporation fulfilling their obligations or exercising their rights under any documents (including the Restructuring Agreement) with respect to any other issuances of Corporation securities contemplated by the Corporation on the Closing Date (including the Refinancing Transactions) or the date of any rights offering after the Closing Date. Subscribers or any other subscriber or participant in the Offering or the Refinancing Transactions will not be upon the issuance of the Securities at Closing or the date of any rights offering after the Closing Date and upon any other issuances of Corporation securities contemplated by the Corporation on the Closing Date (including issuances in respect of the Refinancing Transactions) or the date of any rights offering after the Closing Date, an “Acquiring Person” or term of similar import under any rights plan (including any Rights Plan) and no “Stock Acquisition Date” or other triggering event under any rights plan (including any Rights Plan) will occur upon the issuance of the Securities at Closing and upon any other issuances of Corporation securities contemplated by the Corporation on the Closing Date or the date of any rights offering after the Closing Date. None of Subscribers or any other subscriber or participant in the Offering or the Refinancing Transactions will be deemed to be acting jointly or in concert with any other subscriber or purchaser (including the other Subscriber) under any other issuances of Corporation securities contemplated by the Corporation on the Closing Date or the date of any rights offering after the Closing Date for the purposes of any rights plan (including the Rights Plans) as a result of being a party to the Documents or the Restructuring Agreement, any transactions in accordance with the Documents and the Restructuring Agreement and/or any other issuances of Corporation securities contemplated by the Corporation on the Closing Date or the date of any rights offering after the Closing Date; and

 

  (mmmm)

the Corporation, and each Subsidiary, is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any “Margin Stock” (as defined in Regulation U). No part of the proceeds of the purchase of Securities hereunder will be used (i) to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock, or (ii) for any other purpose, in each case, violative of or inconsistent with any of the provisions of any regulation of the Board of Governors, including, without limitation, Regulations T, U and X thereto.

 

F-18


EXHIBIT 1

BOARD OBSERVATION RIGHTS AND DIRECTOR NOMINATION AGREEMENT

[EXHIBIT OMITTED – THE FINAL VERSION OF THE AGREEMENT EXECUTED BY THE

PARTIES WILL BE FILED SEPARATELY ON SEDAR]

 


EXHIBIT 2

REGISTRATION RIGHTS AGREEMENT

[EXHIBIT OMITTED – THE FINAL VERSION OF THE AGREEMENT EXECUTED BY THE

PARTIES WILL BE FILED SEPARATELY ON SEDAR]

 

Exhibit 99.72

CONSOLIDATED LOAN AGREEMENT

Originally dated as of April 27, 2017,

as amended and restated pursuant to the Restatement on April 23, 2019

between

STRUCTURED ALPHA LP

as Lender

- and -

PROMETIC LIFE SCIENCES INC.

as Borrower

- and -

PROMETIC BIOTHERAPEUTICS, INC.

as a Guarantor

- and -

PROMETIC BIOSEPARATIONS LTD

as a Guarantor

- and -

PROMETIC BIOSCIENCES INC.

as a Guarantor

- and -

PROMETIC BIOPRODUCTION INC.

as a Guarantor

- and -

NANTPRO BIOSCIENCES, LLC

as a Guarantor

- and -


PROMETIC PLASMA RESOURCES INC.

as a Guarantor

- and -

PROMETIC PHARMA SMT HOLDINGS LIMITED

as a Guarantor

- and -

PROMETIC PHARMA SMT LIMITED

as a Guarantor

- and -

PROMETIC BIOTHERAPEUTICS LTD

as a Guarantor

- and -

TELESTA THERAPEUTICS INC.

as a Guarantor

- and -

PROMETIC PLASMA RESOURCES (USA) INC.

as a Guarantor

 

- 2 -


TABLE OF CONTENTS

 

          Page  

ARTICLE 1

     

INTERPRETATION

     3  

1.1

   Definitions      3  

1.2

   Invalidity, etc.      11  

1.3

   Currency      11  

1.4

   Governing Law      11  

1.5

   This Agreement to Govern      11  

ARTICLE 2

     

THE FACILITY

     12  

2.1

   Loan      12  

2.2

   Not Revolving      12  

2.3

   Purpose      12  

2.4

   Evidence of Obligations      12  

2.5

   Repayment/Prepayment      12  

2.6

   Manner of Payment      12  

2.7

   Application of Payments      12  

ARTICLE 3

     

INTEREST, FEES AND EXPENSES

     13  

3.1

   Interest      13  

3.2

   Payment of Costs and Expenses      13  

3.3

   Indemnity      13  

3.4

   Unpaid Amounts      14  

3.5

   Maximum Interest Rate      14  

ARTICLE 4

     

SECURITY

     14  

4.1

   Security Pursuant to this Agreement      14  

4.2

   Non-Disturbance Agreements      15  

4.3

   Security Pursuant to Restatement      16  

4.4

   Security Effective Notwithstanding Date of Loan      16  

4.5

   Security Release      16  

4.6

   Further Assurances – Security      16  

4.7

   Subordination by the Lender      16  

ARTICLE 5

     

REPRESENTATIONS AND WARRANTIES

     16  

5.1

   Representations and Warranties of the Borrower and Obligors      16  

5.2

   Representations and Warranties of the Lender      21  

5.3

   Survival of Representations and Warranties      21  

ARTICLE 6

     

COVENANTS

     21  

6.1

   Affirmative Covenants      21  

 

-i-


TABLE OF CONTENTS

(continued)

 

          Page  

6.2

   Lender Entitled to Perform Covenants      24  

6.3

   Negative Covenants      24  

ARTICLE 7

     

CONDITIONS PRECEDENT

     26  

7.1

   Conditions Precedent to the Third Loan Agreement      26  

7.2

   Conditions Precedent to the Restatement      26  

ARTICLE 8

     

EVENTS OF DEFAULT AND REMEDIES

     27  

8.1

   Events of Default      27  

8.2

   Remedies Upon Default      29  

8.3

   Specific Performance      29  

8.4

   Set-Off/Cancellation of Principal      30  

8.5

   Distributions      30  

ARTICLE 9

     

GENERAL

     30  

9.1

   Non-Disparagement      30  

9.2

   Amendment and Waiver      31  

9.3

   Notices      31  

9.4

   Further Assurances      32  

9.5

   Assignment      32  

9.6

   Counterparts      32  

9.7

   Entire Agreement      32  

9.8

   Termination      32  

ARTICLE 10

     

GUARANTEE

     33  

10.1

   Guarantee      33  

10.2

   Indemnity      33  

10.3

   Payment and Performance      33  

10.4

   Continuing Obligation      33  

10.5

   Guarantee Unaffected      34  

10.6

   Waivers      34  

10.7

   Lender’s Right to Act      35  

10.8

   Action or Inaction      36  

10.9

   Lender’s Rights      36  

10.10

   Demand      36  

10.11

   No Representations      36  

ARTICLE 11

     

COMMON SECURITIES OFFER RIGHT

     36  

11.1

   Common Securities Offer Right      36  

 

-ii-


CONSOLIDATED LOAN AGREEMENT

THIS AGREEMENT is made as of April 23, 2019.

BETWEEN:

STRUCTURED ALPHA LP, a Cayman Island exempted limited partnership

(together with its permitted successors and assigns, “Lender”),

- and -

PROMETIC LIFE SCIENCES INC., a Canadian corporation

(together with its permitted successors and assigns, “Borrower”),

- and -

PROMETIC BIOTHERAPEUTICS, INC., a Delaware corporation

(together with its permitted successors and assigns, “PBT”),

- and -

PROMETIC BIOSEPARATIONS LTD, an Isle of Man company formerly known as Prometic Biosciences Ltd.

(together with its permitted successors and assigns, “PBL”),

- and -

PROMETIC BIOSCIENCES INC., a Canadian corporation

(together with its permitted successors and assigns, “PBI”),

- and -

PROMETIC BIOPRODUCTION INC., a Canadian corporation

(together with its permitted successors and assigns, “PBP”),

- and -

NANTPRO BIOSCIENCES, LLC, a Delaware limited liability company

(together with its permitted successors and assigns, “NantPro”),

- and -

PROMETIC PLASMA RESOURCES INC., a Canadian corporation

(together with its permitted successors and assigns, “PPR”),

- and -

PROMETIC PHARMA SMT HOLDINGS LIMITED, a private limited company incorporated under the laws of England and Wales

(together with its permitted successors and assigns, “Pharma SMT Holdings”),

- and -


PROMETIC PHARMA SMT LIMITED, a private limited company incorporated under the laws of England and Wales

(together with its permitted successors and assigns, “Pharma SMT”),

- and -

PROMETIC BIOTHERAPEUTICS LTD, a private limited company incorporated under the laws of England and Wales

(together with its permitted successors and assigns, “PBT UK”),

- and -

TELESTA THERAPEUTICS INC., a corporation incorporated under the laws of Canada

(together with its permitted successors and assigns, “Telesta”),

- and -

PROMETIC PLASMA RESOURCES (USA) INC., a Delaware corporation

(together with its permitted successors and assigns, “PPR USA”),

RECITALS:

 

  A.

The Lender made available the Loan to the Borrower pursuant to a third loan agreement among the Lender, the Borrower and certain of the Guarantors, dated April 27, 2017, as amended and otherwise modified prior to the date hereof (the “Third Loan Agreement”), for the purposes of providing short term working capital, paying transaction expenses and general corporate purposes and as otherwise provided herein.

 

  B.

The Lender, the Borrower and the other Obligors are also party to the First Loan Agreement, the Second Loan Agreement and the Fourth Loan Agreement, in each case evidencing Debt owing from the Borrower to the Lender.

 

  C.

The Lender, the Borrower and the other Obligors entered into the Restructuring Agreement providing for, among other things, the Restructuring pursuant to which consideration for the purchase of Common Shares by the Lender will be satisfied by way of (i) cancelling the entire Principal Amount and accrued interests outstanding under the First Loan Agreement, the Second Loan Agreement and the Fourth Loan Agreement (as defined therein) to zero dollars, and (ii) cancelling a portion of the Principal Amount and accrued interests outstanding under the Third Loan Agreement (as defined therein) so that only a principal amount of $10,000,000 remains outstanding as at the Restatement Date, in each case in accordance with the terms of the Restructuring Agreement.

 

  D.

It is a condition under the Restructuring Agreement that the Third Loan Agreement be amended and restated in its entirety effective as of the Restatement Date, with such amended and restated agreement being renamed the ‘Consolidated Loan Agreement’ (the “Restatement”).

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, and other valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

 

- 2 -


ARTICLE 1

INTERPRETATION

 

1.1

Definitions

For the purposes of this Agreement:

Additional Guarantor has the meaning attributed to such term in Section 10.4(a).

Adjusted Quick Ratio” means, with respect to the Borrower, the ratio of Current Assets to Current Liabilities.

Agreement” means this Consolidated Loan Agreement and all Schedules and Exhibits attached hereto, as same may be amended, restated, replaced, supplemented or otherwise modified from time to time, in any such case in accordance with Section 9.2.

Applicable Law” means, in respect of any Person, property, transaction or event, all applicable laws, statutes, rules, by-laws and regulations, and all applicable official directives, orders, judgments and decrees of governmental bodies having force of law.

Approved Accounting Firm” means any of PricewaterhouseCoopers LLP, Ernst & Young LLP, Deloitte LLP, KPMG LLP, or otherwise an accounting firm, which is acceptable to the Lender, nationally recognized, independent, and registered within the applicable rules and regulations adopted by the Securities Commissions.

ATM Distributions” means the issuance of Common Shares pursuant to transactions that are deemed to be “at-the-market distributions”.

Board” means the board of directors of the Borrower.

Borrower” has the meaning attributed to such term in the title Section hereof.

Budget” has the meaning attributed to such term in Section 6.1(j).

Business Day” means any day other than Saturday or Sunday on which banks are generally open for business in the Province of Ontario, Province of Quebec, State of Delaware and Isle of Man.

“Capital Grant” means any assistance from any governmental body (including, without limitation, Department of Trade and Industry of Isle of Man (now known as Department of Economic Development)) in the form of capital grants received by any Obligor, the terms of which provide that such capital grant is not repayable by such Obligor except upon the occurrence of certain events, which events are of such nature that their non-occurrence can generally and reasonably be said to fall within the control of the Obligors.

Capital Grant Liens” means Liens over the assets of an Obligor granted or taken in connection with a Capital Grant, to secure the contingent repayment obligations under, pursuant to and in respect of such Capital Grant, to the extent such Liens are required by the terms of such Capital Grant.

“Capital Lease” means any lease which should be treated as a capital lease under GAAP.

 

- 3 -


Change of Control” means (i) the closing of the sale, lease, exclusive license, transfer or other disposition of all or substantially all of the assets directly or indirectly owned or held by the Borrower, (ii) the consummation of a merger or consolidation of the Borrower with or into another Person except as contemplated in Section 6.3 (d), (iii) the occurrence of any transaction or event as a result of which any Person (or group of Persons) purchases or acquires legal or beneficial ownership, either directly or indirectly, of more than 50% of the voting power of the outstanding Voting Securities, or (iv) a liquidation, dissolution or winding up of the Borrower.

Collateral” means all currently owned and after-acquired property, assets and undertaking of the Obligors (other than Excluded Property) that are subject, or intended to be subject, to the Liens created by the Security Documents.

Common Shares” means common shares in the capital of the Borrower.

Compliance Certificate” means the certificate required pursuant to Section 6.1(i)(iii), substantially in the form annexed as Schedule 6.1(i)(iii) and signed by a senior officer of the Borrower.

Current Assets” means, as of any date of determination, the aggregate, in Canadian Dollars, of (i) the Borrower’s consolidated, unrestricted cash and cash equivalents, (ii) the value of the Borrower’s consolidated net billed accounts receivable determined in accordance with GAAP, and (iii) 100% of the book value of the Borrower’s consolidated inventory determined in accordance with GAAP.

Current Liabilities” means, as of any date of determination, the aggregate amount of the Borrower’s Total Liabilities which mature within one year of that date, but excluding (i) the Obligations to the Lender, (ii) advances received from [DELETED - NAME OF ENTITY] as disclosed in the Borrower’s financial statements, and (iii) the short-term portion of lease liabilities as defined in IFRS 16.

Debt” means, with respect to any Person, at any time:

 

  (a)

all items which would then be classified as liabilities on that Person’s consolidated balance sheet, or the notes thereto, including, without limitation, the Loan; and

 

  (b)

without duplication, any item which is then to that Person:

 

  (i)

an obligation in respect of borrowed money, or for the deferred purchase price of property or services, or an obligation which is evidenced by a note, bond, debenture or any other similar instrument;

 

  (ii)

all Hedging Obligations;

 

  (iii)

a transfer with recourse or with an obligation to repurchase, to the extent of that Person’s liability;

 

  (iv)

an obligation secured by any Lien on any of that Person’s property to the extent attributable to that Person’s respective interest in such property, even though it has not assumed or become liable for its payment;

 

  (v)

any Capital Lease obligations;

 

- 4 -


  (vi)

an obligation arising in connection with bankers’ acceptances, depository bills or depository notes or under letters of credit or letters of guarantee;

 

  (vii)

contingent liabilities relating to letters of credit, letters of guarantee and similar instruments;

 

  (viii)

the aggregate amount at which any shares in that Person’s capital which are redeemable or retractable at the option of the holder of such shares (except where the holder is that Person) may be redeemed or retracted, including the Warrant Obligations; or

 

  (ix)

any other obligation arising under arrangements or agreements that, in substance, provide financing, but for greater certainty, excluding advances received from [DELETED - NAME OF ENTITY] as disclosed in the Borrower’s financial statements.

Notwithstanding the foregoing, “Debt” shall exclude any Capital Grants, provided that any Capital Grant that has become repayable in accordance with the terms of such Capital Grant shall be included as Debt.

Default” means any event or condition which, upon notice, lapse of time, or both, would constitute an Event of Default.

Default Rate” means the Interest Rate plus two percent (2%) per annum, as permitted under Applicable Law.

[DELETED – NAME OF ENTITIES]

[DELETED – DEFINITION OF ELIGIBLE CONVERTIBLE DEBT]

Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust, warrants, options, or any other equity interests in any Person.

Event of Default” has the meaning attributed to such term in Section 8.1.

[DELETED – DEFINITION OF EXCLUDED PATENTS]

Excluded Property” means, at all times, the Obligors’ rights and interests in consumer goods and the Excluded Patents.

Exercise Price” has the meaning attributed to such term in Warrant #10.

First Loan Agreement” means the third amended and restated loan agreement, originally dated as of September 10, 2013, between the Lender and the Obligors as amended and/or restated from time to time up to the Restatement Date.

Fourth Loan Agreement” means the loan agreement dated as of November 30, 2017 between the Lender and the Obligors as amended and/or restated from time to time up to the Restatement Date.

 

- 5 -


GAAP means those accounting principles which the Borrower must comply with as a public corporation and which are recognized as being generally accepted in Canada from time to time as set out by the International Accounting Standards Board, and more specifically, International Financial Reporting Standards (IFRS).

Governmental Authority” means any government, parliament, legislature, regulatory authority, agency, ministry, department, commission, board, instrumentality or rule making entity of any government, parliament or legislature, or any court, tribunal, arbitration board or arbitrator or (without limitation to the foregoing) other law, regulation or rule making entity having or purporting to have jurisdiction in the relevant circumstances, or any Person acting or purporting to act under the authority of any of the foregoing (including, without limitation, any arbitrator).

Guarantee” has the meaning attributed to such term in Section 10.1.

Guaranteed Obligations” has the meaning attributed to such term in Section 10.1.

Guarantors means PBT, PBL, PBI, PBP, NantPro, PPR, PPR USA, Pharma SMT Holdings, Pharma SMT, PBT UK, Telesta and any other Additional Guarantor.

Hedge Instrument” means, with respect to any Person, any interest rate, foreign exchange or commodity price risk management agreement or product, including interest rate, currency or commodity exchange or swap agreements, futures contracts, forward rate agreements, interest rate cap agreements and interest rate collar agreements, options and all other agreements or arrangements designed primarily to protect such Person against fluctuations in interest rates, currency exchange rates or commodity prices.

Hedging Obligations” means, with respect to any Person, the Person’s payment obligations under Hedge Instruments calculated on a mark to market basis at the date of determination.

Intercompany Debt” means any Debt owing by any Obligor to another Obligor.

Interest Payment Date” means the last Business Day of each calendar quarter.

Interest Rate” means 10% per annum, with effect beginning on the Restatement Date.

Lender” has the meaning attributed to such term in the title Section hereof.

Lien” means any lien, pledge, assignment, charge, security interest, hypothec, reservation of ownership, capital lease, levy, deemed trust, execution, seizure, attachment, garnishment or other similar encumbrance.

Loan” has the meaning attributed thereto in Section 2.1.

Loan Documents” means this Agreement, the Security Documents, the Warrants, the [DELETED – NATURE OF AGREEMENT], the Restructuring Agreement, the Subscription Agreement, and any other agreements, instruments and documents delivered from time to time (both before and after the date of this Agreement) to the Lender by any of the Obligors in connection with this Agreement or any other Loan Document, in each case as amended, restated, supplemented, replaced or otherwise modified from time to time in accordance with Section 9.2 and excluding, for certainty, the First Loan Agreement, the Second Loan Agreement, the Fourth Loan Agreement, and any option agreement entered into between the Lender and the Borrower prior to the date hereof.

 

- 6 -


Loan Obligations” means payment obligations in respect of the Loan and any expenses due and payable under Article 3 or the Security Documents.

Material Adverse Effect” means a material adverse effect upon (i) the financial condition, assets, business or operations of the Obligors, taken as a whole, (ii) their ability to perform their Obligations under any Loan Document, or (iii) the Collateral.

[DELETED – DEFINITION OF MATERIAL CONTRACT]

Maturity Date” means, subject to Section 2.5(b), the earlier of (i) April 23, 2024, and (ii) acceleration of the Loan by the Lender following the occurrence and continuation of an Event of Default.

MD&A” has the meaning attributed thereto in Section 6.1(i)(ii).

NantPro” means NantPro Biosciences, LLC and its permitted successors and assigns.

Obligations” means all indebtedness, liabilities and other obligations of the Obligors to the Lender hereunder, or under any other Loan Documents, whether actual or contingent, direct or indirect, matured or not, now existing or arising hereafter.

Obligors” means the Borrower and each Guarantor.

Original Closing Date” means April 27, 2017.

[DELETED – NATURE OF AGREEMENTS]

Patents” means patents and patent applications, including (A) all continuations, divisionals, continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon, (B) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (C) the right to sue for past, present, and future infringements thereof, and (D) all of each Obligor’s rights corresponding thereto.

PBI” has the meaning attributed to such term in the title Section hereof.

PBL” has the meaning attributed to such term in the title Section hereof.

PBP” has the meaning attributed to such term in the title Section hereof.

PBT” has the meaning attributed to such term in the title Section hereof.

PBT UK” has the meaning attributed to such term in the title Section hereof.

Permitted Debt Payments” means, (i) payment of the amounts owing by PBL to each of Conister Bank and Department of Trade and Industry of Isle of Man (now known as Department of Economic Development) as set forth in payoff letters in form and substance acceptable to the Lender and (ii) scheduled payments in respect of Debt permitted under Section 6.3(b)(iv), (v) and (vii), scheduled, voluntary, mandatory and post-acceleration payments in respect of Debt permitted under Section 6.3(b)(ix), and payments in respect of the Obligations.

 

- 7 -


Permitted Encumbrances” means:

 

  (a)

Liens granted to the Lender under the Loan Documents;

 

  (b)

pledges, deposits and Liens under any leases, worker’s compensation laws, unemployment insurance laws or similar legislation; Liens on deposits in connection with bids, tenders and contracts (other than for the payment of debt); deposits of cash or bonds or other direct obligations of the United States, Canada or any Canadian province or Isle of Man or United Kingdom to secure costs of litigation and surety or appeal bonds or deposits as security for import duties or for the payment of rents;

 

  (c)

Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, engineers’ suppliers’ of material, labourers’, materialmens’ and other similar liens or other liens arising out of judgments or awards with respect to which an appeal or other Proceeding for review is being prosecuted (and as to which any foreclosure or other enforcement Proceeding shall have been effectively stayed);

 

  (d)

Liens for taxes, assessments and government charges and levies not yet subject to penalties for non-payment or which are being contested in good faith and by appropriate Proceedings (and as to which foreclosure or other enforcement Proceedings shall have been effectively stayed);

 

  (e)

Liens to public utilities or to any Governmental Authority when required by the utility or other authority in connection with the supply of services or utilities to the Borrower or other Obligors;

 

  (f)

undetermined or inchoate Liens, arising or potentially arising under statutory provisions which have not at the time been filed or registered in accordance with Applicable Law or of which written notice has not been duly given in accordance with Applicable Law or which, although filed or registered, relate to obligations not due or delinquent;

 

  (g)

Liens granted by an Obligor to another Obligor for Intercompany Debt and subordinated in favour of the Lender’s rights under the Security in a manner satisfactory to the Lender acting reasonably;

 

  (h)

Liens securing Debt permitted under Section 6.3(b)(vii);

 

  (i)

Capital Grant Liens, including without limitation the Liens contemplated in the deed of priorities dated November 6, 2018 entered into among the Borrower, PBL, the Lender and Department for Enterprise, a department of the Isle of Man government, as amended, restated, replaced, supplemented or otherwise modified from time to time);

 

  (j)

Liens granted from time to time to any bank or other financial institution in respect of any guaranteed investment certificate or other similar cash collateral instrument pledged in connection with the issuance of any letter of credit or letter of guarantee permitted pursuant to Section 6.3(b)(iv);

 

- 8 -


  (k)

Liens that are contractual rights of set off relating to the establishment of depository relations with banks not given in connection with the issuance of Debt;

 

  (l)

Liens securing Debt to the extent permitted under Section 6.3(b)(vii) and (viii) for so long as the Lender benefits from the highest ranking Lien that the relevant Obligor may grant the Lender without breaching the terms of the Debt permitted under Section 6.3(b)(vii) and (viii); and

 

  (m)

Liens consented to by the Lender in writing;

Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative or Governmental Authority.

Pharma SMT” has the meaning attributed to such term in the title Section hereof.

Pharma SMT Holdings” has the meaning attributed to such term in the title Section hereof.

[DELETED – NATURE OF TRANSACTION]

PPR” has the meaning attributed to such term in the title Section hereof.

PPR USA” has the meaning attributed to such term in the title Section hereof.

PRDT” means Pathogen Removal and Diagnostic Technologies Inc. and its permitted successors and assigns.

Preferred Shares” means the Series A Preferred Shares of the Borrower.

Prepaid Amount” has the meaning attributed to such term in Section 8.4.

Principal Amount” means, as of the Restatement Date, $10,000,000, and thereafter, the principal amount of the Loan outstanding under this Agreement from time to time, as reduced from time to time pursuant to Section 2.7 or Section 8.4.

Proceedings” has the meaning attributed thereto in Section 5.1(g).

Pro Rata Share” means, at any particular time, a percentage equal to the product of (A) (i) the Lender’s and its affiliates’ aggregate then fully diluted Common Shares and Preferred Shares (assuming the full exercise or conversion of any rights to acquire shares) (the “Share Number”) divided by (ii) the sum of the issued and outstanding Common Shares and Preferred Shares (including, for greater certainty, any Common Shares or Preferred Shares issuable upon the exercise or conversion of any rights to acquire shares) and (B)(i) 1.25 between April 24, 2017 and April 24, 2020, and (ii) 1 thereafter.

[DELETED – NATURE OF TRANSACTION]

Restatement” has the meaning attributed thereto in the Recitals.

 

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Restatement Date” means the date on which the conditions precedent set out in Section 7.2 have been satisfied.

Restructuring” has the meaning ascribed thereto in the Restructuring Agreement.

Restructuring Agreement” means the Debt Restructuring Agreement dated as of April 15, 2019 between the Lender, the Borrower and the other Obligors, as may be amended, restated, replaced, supplemented or otherwise modified from time to time.

[DELETED – CONDITIONS OF ELIGIBLE CONVERTIBLE DEBT]

[DELETED – NATURE OF AGREEMENT]

Second Loan Agreement” means the second amended and restated loan agreement, originally dated as of July 31, 2014, between the Lender and the Obligors, as amended and/or restated from time to time up to the Restatement Date.

Securities Commissions” means, collectively, the securities commissions or other securities regulatory authorities in each of the provinces and territories of Canada.

Securities Laws” means, collectively, all applicable securities legislation in each of the provinces and territories of Canada and the respective regulations made thereunder, together with applicable instruments, rules, policies, policy statements, notices, blanket rulings, decisions and orders, prescribed forms, published fee schedules, and other regulatory instruments issued or adopted by the Securities Commissions and having force of law.

Security” means the Liens, guarantees, pledges and any other performance security granted by the Obligors in favour of the Lender pursuant to the Security Documents.

Security Documents” means the agreements and instruments referred to in Section 4.1 and any other agreements and instruments delivered from time to time (both before and after the date of this Agreement) by any Obligors to the Lender for the purpose of securing payment or performance of the Obligations, in each case as amended, restated or replaced from time to time, in accordance with Section 9.2.

Subordination Agreement” means a postponement and subordination agreement among the Lender, the relevant Obligor and any other Persons providing for (i) the postponement and subordination by such Person in favour of the Lender of all amounts owing to such Person by the such Obligor to all amounts constituting Loan Obligations, and (ii) the subordination by such Person of any Liens or other secured creditor rights granted to such Person in favour of the Security, which agreement must be on terms substantially similar to those of the Subordination Agreements delivered to the Lender on or prior to the Original Closing Date or otherwise on terms satisfactory to the Lender, in its sole and unfettered discretion.

Subscription Agreement” means the Private Placement Subscription Agreement dated on or about the date hereof among the Lender, as subscriber, the Borrower, as issuer, and Raymond James Ltd., as agent, in respect of the Lender’s subscription of certain Common Shares.

 

- 10 -


Subsidiary” of a Person, means a subsidiary body corporate within the meaning given to such term as of the date hereof in the Canada Business Corporations Act as well as a partnership or limited partnership or other organization that would be deemed, because of the way the partnership units or other organization equity interests are held, to be a subsidiary within the meaning of the said Act if it were a corporation governed by the said Act, and “Subsidiaries” means all of them. Where the term “Subsidiary” or “Subsidiaries” is used herein without further qualification, such term shall mean a Subsidiary or the Subsidiaries of any of the Borrower.

Telesta” has the meaning attributed to such term in the title Section hereof.

Total Liabilities” means, as of any date of determination, Obligations that should, under GAAP, be classified as liabilities on the Borrower’s consolidated balance sheet, including all Debt.

TSX” means the Toronto Stock Exchange and any successor organization.

Voting Securities” means any securities in the capital of the Borrower having power generally to vote in the election of the directors of the Borrower.

Warrant #10” has the meaning ascribed thereto in the Restructuring Agreement.

Warrant Obligations” means the respective obligations of the Borrower under Warrants.

Warrants” means the Warrant #10, together with any other warrants issued in the future by the Borrower to the Lender that specifically provides that it shall constitutes a “Warrant” under this Agreement.

 

1.2

Invalidity, etc.

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity, illegality or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.

 

1.3

Currency

All monetary amounts in this Agreement are stated in Canadian dollars.

 

1.4

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party hereto irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any Proceeding in such court or that such court provides an inconvenient forum. The parties agree that they will not bring any Proceedings relating to any issue arising from this Agreement in any court outside Ontario. Notwithstanding the foregoing, the Lender may initiate, continue or otherwise bring a Proceeding in a jurisdiction other than Ontario if the Lender believes, in its sole discretion, that doing so will expedite or otherwise benefit its ability to enforce its rights under this Agreement (including realizing on or enforcing its rights under the Security).

 

1.5

This Agreement to Govern

If there is any inconsistency between the terms of this Agreement and the terms of any other Loan Documents, the terms of this Agreement will govern to the extent of the inconsistency.

 

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ARTICLE 2

THE FACILITY

 

2.1

Loan

 

  (a)

Subject to the terms and conditions of the Third Loan Agreement, the Lender advanced a loan to the Borrower in the principal amount of $25,000,000 on the Original Closing Date by way of a single cash advance to the Borrower by way of an original issue discount loan with a face value of $39,169,854.13 (the “Original Loan Amount”).

 

  (b)

Upon the Restatement Date, the Original Loan Amount will automatically be reduced to a principal amount of $10,000,000 (the “Loan”).

2.2 Not Revolving

The Loan does not revolve and all prepayments of the Loan will constitute permanent reductions of the Principal Amount and may not be reborrowed.

 

2.3

Purpose

The Loan shall be used by the Borrower for the purpose of providing short-term working capital, paying transaction expenses, general corporate purposes and Permitted Debt Payments.

 

2.4

Evidence of Obligations

The Lender shall maintain an account evidencing the indebtedness and liabilities of the Borrower hereunder and the amounts of principal accrued, interest and other amounts owing and paid from time to time hereunder. In any legal action or Proceeding in respect of this Agreement, the entries made in such account shall be conclusive evidence of the existence and amounts of the Obligations of the Borrower therein recorded, absent manifest error.

 

2.5

Repayment/Prepayment

 

  (a)

The full Principal Amount outstanding, together with, as applicable, all interest accrued and capitalized and any other amounts owing, shall be repaid on the Maturity Date.

 

  (b)

The Borrower may prepay all or any portion of the outstanding Principal Amount at any time upon five Business Days’ notice to the Lender.

 

2.6

Manner of Payment

All payments of principal, interest and other amounts payable hereunder by the Borrower shall be made on the dates specified herein (which if not a Business Day, shall be the next following Business Day) unless otherwise stipulated by means of electronic funds transfer into an account of the Lender specified by the Lender in writing to the Borrower or in such other manner as the Lender may from time to time specify in writing to the Borrower.

 

2.7

Application of Payments

Any amounts prepaid may not be reborrowed. All amounts prepaid shall be applied to reduce the Principal Amount then outstanding (except as otherwise provided in Section 8.5).

 

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ARTICLE 3

INTEREST, FEES AND EXPENSES

 

3.1

Interest

 

  (a)

Interest shall accrue on the Principal Amount from day to day, both before and after default, demand, maturity and judgment, at the Interest Rate and shall be calculated on the basis of the actual number of days elapsed and on the basis of a year of 365 days. Interest accrued on the Principal Amount will be compounded monthly and shall be payable in cash by the Borrower to the Lender on each Interest Payment Date beginning on June 30, 2019.

 

  (b)

For the purposes of the Interest Act (Canada) and disclosure under such Act, wherever interest to be paid under this Agreement is to be calculated on the basis of any period of time that is less than a calendar year (a “deemed year”), such rate of interest shall be expressed as a yearly rate by multiplying such rate of interest for the deemed year by the actual number of days in the calendar year in which the rate is to be ascertained and dividing it by the number of days in the deemed year.

 

  (c)

Each determination by the Lender of interest to be payable hereunder shall be conclusive and binding for all purposes, absent manifest mathematical error in calculating such amount.

 

  (d)

After the occurrence and during the continuance of an Event of Default, the Loan will bear interest at the Default Rate.

 

3.2

Payment of Costs and Expenses

The Borrower shall pay to the Lender within 30 days of receipt of a written demand therefor by the Lender (accompanied by the relevant invoices and other customary supporting documentation as may be modified to preserve the solicitor-client privilege), all reasonable costs and expenses incurred by the Lender and its agents from time to time in connection with the Loan Documents including, without limitation:

 

  (a)

any actual or proposed amendment of or supplement to any of the Loan Documents or any waiver thereunder; and

 

  (b)

the defence, establishment, protection or enforcement of any of the rights or remedies of the Lender under any of the Loan Documents;

including, without limitation, all of the reasonable fees and disbursements of counsel to the Lender incurred in connection therewith.

 

3.3

Indemnity

The Borrower shall indemnify the Lender for all losses, costs, expenses, damages and liabilities which the Lender may sustain or incur as a consequence of any default by the Borrower or any other Obligor under this Agreement or any other Loan Document following the Original Closing Date, for greater certainty, such indemnity shall include all amounts due and payable under this Article 3, except for those losses, costs, expenses, damages or liabilities which result from the Lender’s gross negligence or willful misconduct. A certificate of the Lender setting forth the amounts necessary to indemnify the Lender in respect of such losses, costs, expenses, damages or liabilities shall be conclusive evidence of the amounts owing under this Section 3.3, absent manifest error.

 

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3.4

Unpaid Amounts

Any unpaid amounts owing to the Lender by the Borrower pursuant to Sections 3.2 or 3.3 shall bear interest at a rate of 13% per annum.

 

3.5

Maximum Interest Rate

 

  (a)

In the event that any provision of this Agreement or any other Loan Document would oblige an Obligor to make any payment of interest or any other payment which is construed by a court of competent jurisdiction to be interest in an amount or calculated at a rate which would be prohibited by Applicable Law or would result in a receipt by the Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted nunc pro tunc to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Law or so result in a receipt by the Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary as follows:

 

  (i)

firstly, by reducing the Principal Amount; and

 

  (ii)

thereafter by reducing any fees, commissions, premiums and other amounts which would constitute interest for the purposes of Section 347 of the Criminal Code (Canada).

 

  (b)

If, notwithstanding the provisions of clause (a) of this Section 3.5 and after giving effect to all adjustments contemplated thereby, the Lender shall have received an amount in excess of the maximum permitted by such clause, then such excess shall be applied by the Lender to the reduction of the Principal Amount and not to the payment of interest, or if such excessive interest exceeds the Principal Amount, such excess shall be refunded to the Borrower

ARTICLE 4

SECURITY

 

4.1

Security Pursuant to this Agreement

Pursuant to the Third Loan Agreement, the Obligors delivered the following documents and agreements in favour of the Lender as security for the Obligations, or as consideration for the making of the Loan, and hereby confirm that each remains (and shall remain) in full force and effect, and in the case of security documents, continues as security for the Obligations:

 

  (a)

a pledge by each of the Borrower, PBL and PBI governed by Ontario law in respect of all of the shares and other Equity Interests held by each of them in any Obligor and Prometic Manufacturing Inc.;

 

  (b)

a deed of movable and immovable hypothec by each of the Borrower, PBI, PBP, PPR and Telesta governed by Quebec law in respect of all of the applicable Obligor’s Collateral;

 

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  (c)

a general security agreement by each of PPR and Telesta governed by Ontario law in respect of all of PPR’s and Telesta’s Collateral;

 

  (d)

a security agreement by PBT and NantPro governed by New York law in respect of all of the applicable Obligor’s Collateral;

 

  (e)

a debenture by PBL governed by Isle of Man law in respect of all PBL’s Collateral;

 

  (f)

share charge by each of the Borrower and PBI governed by Isle of Man law in respect of all of the shares held by the Borrower and PBI in PBL;

 

  (g)

a share charge by PBI governed by the laws of England and Wales in respect of all of the shares held by PBI in Pharma SMT Holdings;

 

  (h)

a debenture by Pharma SMT governed by the laws of England and Wales in respect of all of Pharma SMT’s Collateral;

 

  (i)

a debenture by Pharma SMT Holdings governed by the laws of England and Wales in respect of all of Pharma SMT Holdings’ Collateral;

 

  (j)

a debenture by PBT UK governed by the laws of England and Wales in respect of all of PBT UK’s Collateral;

 

  (k)

a share charge by the Borrower governed by the laws of England and Wales in respect of all of the shares held by the Borrower in PBT UK;

 

  (l)

a general security agreement or equivalent document by each Obligor sufficient to create a valid security interest in the Collateral in each jurisdiction in which it has tangible personal property having value greater than $100,000; and

 

  (m)

[DELETED – NATURE OF AGREEMENTS]

and each Obligor hereby confirms that the Liens created thereby are perfected as first ranking Liens subject to Permitted Encumbrances in all jurisdictions where the Collateral is located in furtherance of paragraph (l) above and in the jurisdiction of the chief executive office and registered office of the relevant grantor Obligor.

Notwithstanding the foregoing, the Security does not and will not include any Excluded Property.

 

4.2

Non-Disturbance Agreements

The parties hereto acknowledges and agree that in respect of Collateral that includes any Patent subject to an exclusive license to which an Obligor is a party (each, a “License Agreement”), if requested by the Borrower, the Lender will use good faith efforts to negotiate and enter into a non-disturbance agreement with the related licensee for purposes of providing the licensee with assurances that the Lender will, subject to Applicable Law, take commercially reasonable steps not to disturb the license rights of the licensee thereunder, both before and after any commencement of enforcement proceedings initiated by the Lender.

 

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4.3

Security Pursuant to Restatement

Pursuant to the Restatement, the Obligors shall deliver acknowledgements and confirmations pursuant to which the Obligors ratify the effectiveness of the existing Security in relation to the Security Documents listed in Section 5.1 (other than the items referred in Sections 5.1(e) and 5.1(f) and the charge by PBL in favour of the Lender in respect of patents governed by Isle of Man law entered into on May 1, 2018 (the “Restatement Security Ratification Agreements”) in favour of the Lender as security for the Obligations and as consideration for the making of the Loan, and confirm that such Security Documents shall remain in full force and effect and continue as security for the Obligations both before and after the Restatement Date.

 

4.4

Security Effective Notwithstanding Date of Loan

The Liens created under any of the Security Documents shall be effective and the undertakings in the Loan Documents in respect thereto shall be continuing, whether the Loan or any part thereof is advanced before or after or at the same time as the creation of any such Liens or before or after or upon the Original Closing Date. The Security Documents referred to in Section 4.1 shall constitute continuing security to the Lender for the Obligations from time to time.

 

4.5

Security Release

Upon the payment and satisfaction in full of the Obligations, the Lender agrees to execute all documents and/or instruments and/or forms necessary to affect the termination, release and discharge of the Security, upon which the Obligors shall be released from their obligations under the Security Documents.

 

4.6

Further Assurances – Security

Subject to Section 4.5, the Borrower and each Guarantor shall execute and deliver to the Lender such other, additional or supplemental pledges, hypothecs, security agreements, instruments and financing statements (or equivalent) as the Lender may at any time or from time to time hereafter reasonably request in writing and which are necessary in order to give the Lender a Lien over the Collateral, in each case in form and substance satisfactory to the Lender, acting reasonably, and substantially similar to the form and substance of the relevant Security Documents listed in Section 4.1.

 

4.7

Subordination by the Lender

Provided no Default or Event of Default has occurred and is continuing, upon written request of the Borrower (which request will contain a certification as to no Default having occurred and being continuing, or Event of Default), and at the expense of the Borrower, the Lender will subordinate the Security in favour of any holder of Liens referred to in the definition of Permitted Encumbrances paragraphs (i) or (j) pursuant to a subordination agreement.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

 

5.1

Representations and Warranties of the Borrower and Obligors

The Borrower and each other Obligor represents and warrants to the Lender as follows:

 

  (a)

Status. It is duly incorporated and existing under the laws of its jurisdiction of incorporation.

 

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  (b)

Power and Capacity. It has the power and capacity to carry on its business, to own its property and assets, and to enter into and perform its Obligations under the Loan Documents to which it is a party.

 

  (c)

Due Authorization and Execution. It has taken all necessary action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and each Loan Document has been, or upon execution and delivery will be, duly executed and delivered by it.

 

  (d)

No Contravention. The execution and delivery of each of the Loan Documents to which it is a party and the performance by it of its Obligations thereunder does not and will not contravene, breach or result in any default under its articles, bylaws or any of its other constating documents, any Material Contract to which it is a party or by which it is bound, or any Applicable Law.

 

  (e)

No Consents Required. Other than (i) such filings as are necessary to perfect the security interests granted to the Lender under the Security Documents, and (ii) approvals or filings required in connection with the transactions contemplated by the Restructuring Agreement, no authorization, consent or approval of, or filing with or notice to, any Person (including any governmental body, the TSX or any Securities Commission) is required in connection with the making of the Loan or the execution, delivery or performance by it of any of the Loan Documents to which it is party.

 

  (f)

Enforceability. Each of the Loan Documents to which it is a party constitutes, or upon execution and delivery will constitute, a valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity.

 

  (g)

No Litigation. Other than as disclosed in the Borrower’s financial statements for the period ending December 31, 2018 and as may be otherwise disclosed in writing at any time to the Lender, there is not currently in progress any court, administrative, regulatory or similar investigation or Proceeding (collectively “Proceedings”), against or involving it, which if adversely determined could reasonably be expected to have a Material Adverse Effect, nor, to the knowledge of the Obligor, as applicable, has any such Proceeding been threatened against any Obligor or any other event occurred which might give rise to any such Proceedings and there is no judgment or order of any court or governmental body outstanding against it.

 

  (h)

Real Property. Other than as disclosed in Schedule 5.1(h) (as such Schedule may be amended or supplemented from time to time by notice from the relevant Obligor to the Lender), (A) the Obligors do not own any real property and, (B) except for office space, do not lease any real property.

 

  (i)

Location. The jurisdiction of the chief executive office and registered office and location of material tangible assets of each of the Obligors is set out in Schedule 5.1(h) (as such Schedule may be amended or supplemented from time to time by notice from the relevant Obligor to the Lender).

 

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  (j)

Ownership of Assets. The Obligors have good and marketable title to their respective assets, free and clear of all Liens except Permitted Encumbrances and such Liens which have been disclosed to the Lender.

 

  (k)

Material Contracts. Schedule 5.1(k) (as updated from time to time by notice from the Borrower to the Lender) lists all Material Contracts and all such Material Contracts are in good standing and neither the Borrower nor (to the Borrower’s knowledge) any counterparty thereto is in default thereunder (after giving effect to any applicable cure period).

 

  (l)

Intellectual Property. The Obligors own or license all intellectual property required to carry-on business and all such licenses are in full force and effect, except where the loss of such license could not reasonably be expected to have a Material Adverse Effect.

 

  (m)

Labour Matters. None of the Obligors is party to a collective bargaining agreement and, except as disclosed to the Lender in writing, there has been no attempt to unionize any of the employees of any Obligor.

 

  (n)

Budgets and Financial Projections. All Budgets and other financial projections and forecasts provided by the Borrower to the Lender were prepared in good faith and based on assumptions believed by the Borrower to be reasonable at the time of provision to the Lender.

 

  (o)

Issued Capital. Schedule 5.1(o) accurately reflects the beneficial and registered ownership of the Obligors (other than the Borrower) as at the Restatement Date. Except as set out in such Schedule, no Obligor has any other Subsidiaries or material investments or joint ventures.

 

  (p)

Taxes. Other than as disclosed to the Lender in writing, it has paid, when due and payable, all taxes, exigible from it or for the collection of which it is responsible under the laws of Canada or any other applicable jurisdiction, in the case of taxes on income, in respect of all fiscal years ended on or prior to the Restatement Date, and in the case of all other taxes, in respect of all periods ended prior to the Restatement Date, for which such taxes were due and payable prior to the Restatement Date.

 

  (q)

Financial Statements and No Material Change. The financial statements of the Obligors that have been made available to the Lender have been prepared in accordance with GAAP applied on a consistent basis, and fairly present the financial position and results of operations of the Obligors for the dates or periods reported on thereby subject to, in relation to any unaudited financial statements, any year-end adjustments. From the date of the last financial statements made available to the Lender (being the unaudited financial statements for the period ended December 31, 2018), there has been no change which could reasonably be expected to have a Material Adverse Effect.

 

  (r)

Indebtedness. It has no Debt other than as permitted pursuant to Section 6.3(b) or 6.3(c) and has no other material liabilities, other than those incurred in the ordinary course of business, and has made no guarantee or agreement of support or indemnification of any indebtedness of any Person except indebtedness of another Obligor that is permitted by Section 6.3(b) or 6.3(c).

 

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  (s)

No Default. No Default or Event of Default has occurred and is continuing or would result from the entering into of the Restatement Date.

 

  (t)

Compliance with Laws. It has operated its business in compliance with all Applicable Law in all material respects.

 

  (u)

Disclosure.    No representation or warranty by the Borrower in this Agreement and no statement contained in any public disclosure or certificate or other document furnished or to be furnished to the Lender pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading. To the Borrower’s knowledge after reasonable inquiry, there is no “material fact” or “material change” (as those terms are defined in applicable Securities Laws) in the affairs of the Borrower that has not been generally disclosed to the public.

 

  (v)

Reporting Issuer Status. The Borrower is a reporting issuer under the Securities Laws of all Provinces of Canada and it is in compliance with such Securities Laws and is not listed as being in default of any requirement of the Securities Laws in any such province except where non-compliance could not reasonably be expected to have a Material Adverse Effect.

 

  (w)

Share Capital. As of the Restatement Date:

 

  (i)

the authorized capital of the Borrower consists of (aa) an unlimited number of Common Shares; and (bb) an unlimited number of preferred shares issuable in series;

 

  (ii)

739,130,546 Common Shares are issued and outstanding as fully paid and non-assessable;

 

  (iii)

the Borrower is not a party to any agreement and, to the Borrower’s knowledge, no agreement exists that in any way affects the voting rights attaching to or control of any Equity Interests of the Borrower; and

 

  (iv)

other than CDS & Co. and the Lender, there are no shareholders of record and, to the best of the Borrower’s knowledge, no beneficial holders of 10% or more of the Common Shares.

 

  (x)

Warrants.

 

  (i)

Other than the warrants issued by the Borrower to the Lender which were cancelled pursuant to the Restructuring Agreement, there are no options, warrants or rights convertible into Common Shares (other than as disclosed on SEDAR) for the period ended December 31, 2018.

 

  (ii)

Subject to TSX approval in respect thereof, Warrant #10 has been duly and validly created, authorized and issued. The Common Shares to be issued to the Lender upon the exercise of Warrant #10 were, as at the Restatement Date, duly and validly authorized and reserved for issuance to the Lender, and, upon the exercise of Warrant #10, and payment in full of the exercise price, such Common Shares will be duly authorized, validly issued as fully paid and non-assessable shares in the capital of the Borrower, and the Lender will be the legal and registered owner

 

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  of such Common Shares and will have good title thereto free and clear of all Liens other than Permitted Encumbrances. Warrant #10 and the underlying Common Shares will be offered, issued, sold and delivered to the Lender in compliance with all applicable Securities Laws.

 

  (y)

Compliance with TSX Rules. The Borrower is in compliance in all material respects with the rules and regulations of the TSX.

 

  (z)

Disclosure Controls. The Borrower maintains an effective system of “disclosure controls and procedures” (as defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, or in Quebec, Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”)) that is designed to provide reasonable assurance that information required to be disclosed by the Borrower in reports that it files or submits under Securities Laws is recorded, processed, summarized and reported within the time periods specified in the Securities Commissions’ rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Borrower’s management as appropriate to allow timely decisions regarding required disclosure. The Borrower has carried out evaluations of the effectiveness of its disclosure controls and procedures as contemplated under NI 52-109.

 

  (aa)

Accounting Controls. The Borrower maintains systems of “internal control over financial reporting” (as defined in NI 52-109) that materially comply with the requirements of NI 52-109 and have been designed by, or under the supervision of, the Borrower’s principal executive and principal financial officers, or Persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since the date of the most recent balance sheet of the Borrower publicly disclosed by the Borrower, the Borrower’s auditors and the audit committee of the Board have not been advised of: (A) any significant deficiencies in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Borrower’s ability to record, process, summarize and report financial information; and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Borrower’s internal control over financial reporting. Except as publicly disclosed by the Borrower, to the Borrower’s knowledge after reasonable inquiry, there are no material weaknesses in the Borrower’s internal controls.

 

  (bb)

Independent Accountants. The Approved Accounting Firm, which has audited the financial statements of the Borrower, is an independent registered public accounting firm with respect to the Borrower and its Subsidiaries within the applicable rules and regulations adopted by the Securities Commissions. There has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligation, or in Québec, Regulation 51-102 respecting Continuous Disclosure Obligations) with the Approved Accounting Firm or any former auditors of the Borrower.

 

  (cc)

No Cease Trade Orders. No order ceasing or suspending trading in securities of the Borrower or prohibiting the sale of securities by the Borrower has been issued and the Borrower has not been served with or otherwise received notice of or become aware of any Proceedings for this purpose having been instituted, or being pending, contemplated or threatened.

 

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  (dd)

Trading of Warrant #10. The first trade of Warrant #10 or the Common Shares acquired upon the exercise thereof by the holder thereof will be exempt from the prospectus requirements of the Securities Laws provided that:

 

  (i)

the Borrower is and has been a reporting issuer in a jurisdiction of Canada for at least four months immediately preceding the date of such trade;

 

  (ii)

at least four months plus one day have elapsed from the distribution date (as defined in National Instrument 45-102 – Resale of Securities, or in Quebec, Regulation NI 45-102 respecting Resale of Securities (“NI 45-102”)) of Warrant #6;

 

  (iii)

a certificate representing Warrant #10 was issued with a legend stating the prescribed restricted period in accordance with Section 2.5 of NI 45-102;

 

  (iv)

such trade is not a control distribution as defined in NI 45-102;

 

  (v)

no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade;

 

  (vi)

no extraordinary commission or consideration is paid to a Person in respect of such trade; and

 

  (vii)

if the selling security holder is an insider or officer of the Borrower, the selling security holder has no reasonable grounds to believe that the Borrower is in default of any Securities Law.

 

5.2

Representations and Warranties of the Lender

The Lender represents and warrants to the Borrower that it is acting as principal in connection with the purchase of Warrant #10 and that it is an Accredited Investor (as such term is defined in Quebec, Regulation 45-106 respecting prospectus and registration exemptions).

 

5.3

Survival of Representations and Warranties

The Borrower and each other Obligor confirms that the representations and warranties made by it in this Article 5 shall be true and correct on the Restatement Date, and will be deemed to be repeated by each of the Obligors (as amended, supplemented or updated as contemplated hereinabove, where applicable) quarterly upon the delivery of a Compliance Certificate by the Borrower as required under Section 6.1(i)(iii), unless such representation or warranty is expressed to be as of a specific date, notwithstanding any investigation made at any time by or on behalf of the Lender.

ARTICLE 6

COVENANTS

 

6.1

Affirmative Covenants

At all times prior to the termination of this Agreement pursuant to Section 9.8 (and subject to the survival provisions therein), the Borrower and each other Obligor covenants and agrees that:

 

  (a)

Punctual Payment. It shall pay or cause to be paid (i) all amounts due and payable in respect of the Loan and (ii) all other Obligations falling due hereunder on the dates and in the manner specified in this Agreement.

 

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  (b)

Purpose. It shall use the proceeds of the Loan only for the purpose provided for in Section 2.3.

 

  (c)

Existence. It shall do or cause to be done all things necessary to maintain (i) its corporate existence (except pursuant to a transaction permitted under Sections 6.3(d) or 6.3(f)), and (ii) its corporate power and capacity to own its property and assets.

 

  (d)

Insurance. It shall maintain insurance in such amounts and in such manner as is reasonably prudent given the nature of its business.

 

  (e)

Compliance with Applicable Law and Contracts. It shall comply in all material respects with the requirements of all Applicable Law, and all Material Contracts to which it is a party or by which it is bound.

 

  (f)

Notice of Default, Litigation and Other Matters. It shall, as soon as practicable after it becomes aware of the same and provided it is not prohibited from doing so under Applicable Law, give notice to the Lender of the following events:

 

  (i)

the commencement of any Proceeding against it which could reasonably be expected to have a Material Adverse Effect;

 

  (ii)

any material change in its business or any other development which could reasonably be expected to have a Material Adverse Effect; and

 

  (iii)

or any default or event of default or demand for repayment under any Material Contract;

giving in each case the details thereof and specifying the action proposed to be taken with respect thereto.

 

  (g)

Intellectual Property. It shall maintain its owned and licensed intellectual property necessary for it to conduct its material business activities.

 

  (h)

Payment of Taxes. It shall, duly and timely file all tax returns required to be filed by it, pay all taxes shown to be due and payable on such returns, and pay all assessments and re-assessments, and all other taxes, government charges, penalties, interests and fines due and payable by it and which are claimed by any Governmental Authority to be due and owing (unless being contested in good faith) and make adequate provision on its books for taxes payable for the current period for which tax returns are not yet required to be filed.

 

  (i)

Reporting Requirements.

 

  (i)

The Borrower shall deliver to the Lender an annual information form and the continuous disclosure documents that must be sent to its shareholders pursuant to applicable Securities Laws in the Provinces of Canada in which the Borrower is a “reporting issuer” (as such term is defined in such applicable Securities Laws) within 15 days from the date such documents are required to be filed with Securities Commissions pursuant to applicable Securities Laws.

 

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  (ii)

In the event the Borrower is no longer subject to applicable Securities Laws, the Borrower shall continue to provide to the Lender, (A) within 90 days after the end of each fiscal year, copies of its annual financial statements and related management’s discussion and analysis (“MD&A”), and (B) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, interim financial statements and related MD&A which shall, at a minimum, contain such information required to be provided in such documents pursuant to applicable Securities Laws in the Provinces of Canada in which the Borrower is a “reporting issuer” (as such term is defined in such applicable Securities Laws). Each of such continuous disclosure documents will be prepared in accordance with disclosure requirements of applicable Securities Laws of the Provinces of Canada in which the Borrower is a “reporting issuer” (as such term is defined in such applicable Securities Laws) and GAAP.

 

  (iii)

Within 45 days after the end of each of the first three fiscal quarters and within 90 days after the end of each fiscal year, the Borrower shall deliver or cause to be delivered to the Lender a Compliance Certificate together with summaries of financial information available to management with respect to the Borrower and the Guarantors (which shall be the same summaries as those provide to the members of the Borrower’s board of directors).

 

  (j)

Business Plan. It shall deliver or cause to be delivered to the Lender (and consult with the Lender with respect thereto) at least 5 Business Days prior to the end of the Borrower’s fiscal year end, a revised business plan for the business and operations of the Obligors, including therein a budget for the next 12 months showing the sources and uses of cash (the “Budget”).

 

  (k)

Securities Laws. The Borrower shall take all reasonable steps and actions and do all such acts and things as may be required to: (A) as long as it meets the applicable minimum distribution requirements, if any, of such institutions, maintain the listing and posting for trading of the Common Shares on the TSX or other recognized stock exchange, and (B) maintain its status as a reporting issuer or equivalent in good standing or equivalent under the applicable Securities Laws in at least one Province of Canada.

 

  (l)

Change of Control Notice. The Borrower shall provide the Lender with written notice of any contemplated Change of Control at least 45 days before the consummation of such Change of Control.

 

  (m)

Delivery of Originals. The Borrower shall deliver originally executed copies of Warrant #10 to the Lender within 10 Business Days of the Restatement Date.

 

  (n)

Payment of Expenses. The Borrower shall provide to the Lender payment in full of all of its expenses payable in connection with Section 3.2, including the reasonable fees and expenses of its counsel, within 30 calendar days of the later of the Restatement Date and the date the relevant invoice for such fees is received by the Borrower.

 

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  (o)

Notice of Default. The Borrower shall promptly notify the Lender of any Default that has occurred and is continuing or Event of Default and of which any of its chief executive officer, chief financial officer, chief legal officer or chief operating officer becomes aware.

 

6.2

Lender Entitled to Perform Covenants

If the Borrower or any Obligor fails to perform any covenant contained in Section 6.1, the Lender may, in its discretion, perform any such covenant capable of being performed by it and if any such covenant requires the payment of money the Lender may make such payments. All sums so expended by the Lender shall be deemed to form part of the Obligations, shall bear interest at the same rate as the Loan from time to time and shall be payable by the Borrower on demand.

 

6.3

Negative Covenants

At all times prior to the termination of this Agreement pursuant to Section 9.8 (and subject to the survival provisions therein), the Borrower and each other Obligor covenants and agrees that it shall not:

 

  (a)

Sell Property. Sell, transfer or otherwise dispose of any asset other than (i) sales of inventory in the ordinary course of business, (ii) grants of licenses entered into in the ordinary course of business in accordance with past practice, (iii) any assets the book value (net of transaction fees) of which does not exceed, in aggregate over the term of the Loan, $500,000, (iv) a sale, transfer or disposition in the ordinary course of any equipment of any Obligor that has become obsolete or is no longer being used, or (v) to any other Obligor.

 

  (b)

Indebtedness. Incur, guarantee or permit to exist any Debt other than (i) the Obligations, (ii) Intercompany Debt, (iii) Debt consisting of trade-payables and similar obligations incurred in the ordinary course of business and consistent with past practice, (iv) obligations in respect of letters of guarantee or letters of credit to be provided by any Obligor to a third party in the ordinary course of business, in aggregate not exceeding a face amount of $500,000, (v) Debt disclosed in the Borrower’s financial statements for the period ending December 31, 2018, (vi) Eligible Convertible Debt, (vii) Debt of [DELETED – NAME OF ENTITY] from time to time in respect of financing provided by the Government of Canada, a provincial or municipal government within Canada, or a subdivision or agency thereof pursuant to an economic incentive or similar program, and (viii) other Debt in an aggregate amount not to exceed $3,000,000.

 

  (c)

Financial Assistance. Other than as disclosed to the Lender in writing, provide financial assistance, by means of loan, guarantees, the provision of security or otherwise, to any Person, other than (i) the Borrower or any other Obligor, provided that such loan, guarantee, provision of security or otherwise, to any Obligor is subordinated to the Lender’s rights hereunder; (ii) to PRDT or Prometic Manufacturing Inc. in the ordinary course of business in accordance with past practice; (iii) in connection with the [DELETED – NATURE OF TRANSACTION]; or (iv) to any other Person(s), in an outstanding principal amount not to exceed $500,000 at any time, in the ordinary course of business.

 

  (d)

Amalgamations, etc. Enter into any transaction (including by way of reorganization, consolidation, amalgamation, liquidation or otherwise), other than a sale, transfer, other disposition or license grant permitted pursuant to Sections 6.3(a)(i), (ii), (iii) or (iv), whereby all or any portion of its property and assets would become property of any other Person other than an Obligor.

 

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  (e)

Affiliate Transactions. Enter into any transaction with any affiliate, other than another Obligor, except on terms no less favourable to the Obligor than could be obtained in an arm’s-length transaction, and provided such exception shall not include any Debt unless subordinated to the Obligations pursuant to a Subordination Agreement.

 

  (f)

Fundamental Changes. Without the prior written consent of the Lender, effect any change in the jurisdiction of the location of its chief executive office or registered office or any material tangible assets, other than a change in such jurisdiction to any Province of Canada or State of the United States or to the United Kingdom (a “Permitted Change”), and without prior written notice to the Lender, effect any change of name, provided that, in each case, the relevant Obligor shall have executed and delivered to the Lender, prior to or contemporaneously with any such Permitted Change or change of name, any and all agreements, instruments, financing statements (or equivalent) or other documents as the Lender may have then reasonably requested in writing and which are necessary in order to maintain the Lender’s perfected Lien over the Collateral, in each case in form and substance satisfactory to the Lender, acting reasonably, and, where applicable, substantially similar to the form and substance of the relevant Security Documents listed in Section 4.1 and delivered on or prior to the Original Closing Date.

 

  (g)

Restricted Payments. Unless otherwise provided for in the Borrower’s compensation policy disclosed to the Lender, pay any dividends (in cash or in kind) or make any other distributions (in cash or in kind) to any Person, or make any payments in respect of Debt other than: (i) payment made in the ordinary course of business and consistent with past practice, and (ii) Permitted Debt Payments.

 

  (h)

Adjusted Quick Ratio. Permit the Adjusted Quick Ratio to fall (i) below 1.0 at any time within the 2017 calendar year, and (ii) below 1.25 at any time thereafter (except for Q4 2018, year-end 2018 and Q1 2019, for which the Lender waives such requirement), to be tested, in each case, quarterly with reference to the financial statements of the Borrower for the most recently ended fiscal quarter commencing with the fiscal quarter ending on March 31, 2017.

 

  (i)

Bonuses. Unless otherwise provided for in the most current Budget delivered to the Lender pursuant to Section 6.1(j), make any change to the existing compensation arrangements for employees that would in aggregate materially increase the annual compensation expenditures without the prior written consent of the Lender, which consent shall not be unreasonably withheld or delayed.

 

  (j)

Material Expenditures. Without the prior written consent of the Lender, make any capital expenditure or restructuring expenditure, or any other expenditure in excess of $2,000,000, other than as expressly provided for in the most recent Budget provided to the Lender pursuant to Section 6.1(j), which consent shall not be unreasonably withheld or delayed.

 

  (k)

Negative Pledge. Without the prior written consent of the Lender, (A) create, incur, assume or suffer to exist any Lien on its present or future property or assets, except for Permitted Encumbrances, or (B) enter into an agreement with any Person restricting the ability of that Obligor to grant Liens over its present or future property or assets unless such restriction is expressly stated not to extend or apply to any Liens granted or to be granted in favour of the Lender (it being understood that the prohibition in this clause (B) will not apply to an “anti-assignment clause” in any such agreement that restricts the ability of the Borrower to make an outright transfer, assignment or disposition of its rights in respect of that agreement).

 

- 25 -


  (l)

No New Subsidiaries.

[DELETED – CONDITIONS TO CREATE A SUBSIDIARY]

 

  (m)

Capital Grants. Take, or omit to take, any action, if the result of such action or failure to take action could reasonably be expected to result, directly or indirectly, in a Capital Grant becoming repayable.

 

  (n)

Material Contracts. Terminate, breach or amend in a manner that would be materially prejudicial to the Lender, any Material Contract.

ARTICLE 7

CONDITIONS PRECEDENT

 

7.1

Conditions Precedent to the Third Loan Agreement

The effectiveness of the Third Loan Agreement was subject to the conditions precedent set forth under Section 8.1 of the Third Loan Agreement, all of which were either met to the satisfaction of the Lender or waived in writing by the Lender prior to the Restatement Date, unless otherwise provided herein

 

7.2

Conditions Precedent to the Restatement

The effectiveness of the Restatement will be subject to the Lender’s satisfaction that each of the following conditions precedent has been satisfied, which conditions precedent are for the sole and exclusive benefit of the Lender and may be waived in writing by the Lender in its sole discretion:

 

  (a)

The Lender shall have received the following in form and substance satisfactory to the Lender:

 

  (i)

an executed copy of this Agreement;

 

  (ii)

executed copies of the Restatement Security Ratification Agreements;

 

  (iii)

an executed copy of the Compliance Certificate;

 

  (iv)

certificates of status, good standing, or the equivalent for each Obligor;

 

  (v)

officer’s certificates attaching the articles, bylaws and authorizing resolutions of each Obligor, or a certification confirming that the same remain unchanged since the Original Closing Date; and

 

  (vi)

an opinion of counsel to the Borrower acceptable to the Lender and Lender’s counsel, acting reasonably, as to matters relating to the Obligors (other than PBT, PPR USA, NantPro, PBL, PBT UK, Pharma SMT Holdings and Pharma SMT) and the entering into of this Agreement and the Restatement Security Ratification Agreements (other than in respect of security matters relating to PBT, PPR USA, NantPro, PBL, PBT UK, Pharma SMT Holdings and Pharma SMT).

 

- 26 -


  (b)

Warrant #10 shall have been issued by the Borrower to the Lender and the Lender shall have received a copy of the conditional approval letter from the TSX regarding the listing of the Common Shares issuable upon the exercise of Warrant #10.

 

  (c)

A confirmatory security document in favour of the Lender as additional security for the payment and performance of the Borrower’s obligations under this Agreement entered into among PBT UK, Pharma SMT Holdings and Pharma SMT, as chargors, and the Lender as lender.

 

  (d)

The filings and registrations shall have been made to perfect the Liens granted pursuant to the Security Documents in all jurisdictions reasonably required by the Lender, and the Security shall constitute, subject only to Permitted Encumbrances, a first ranking charge over the Collateral of the Obligors.

 

  (e)

No Default or Event of Default shall have occurred and be continuing on the Restatement Date, and no such Default or Event of Default would result from the Restatement.

 

  (f)

The representations and warranties set forth in Section 5.1 shall be true and correct as of the Restatement Date.

 

  (g)

No material adverse information shall have become known to the Lender with respect to the Borrower or any Guarantor which is inconsistent with or was omitted from the information previously disclosed to the Lender (including by way of public disclosure).

ARTICLE 8

EVENTS OF DEFAULT AND REMEDIES

 

8.1

Events of Default

The occurrence of any of the following events shall constitute an Event of Default:

 

  (a)

default by the Borrower in payment of any amount owing under the Loan Documents (i) on the Maturity Date, or (ii) at any other time when due if such default continues for five Business Days following a written notice thereof from the Lender;

 

  (b)

default by the Borrower or any other Obligor in the performance or observance of any other covenant, condition or Obligation contained in any Loan Document unless such default, if capable of being remedied, is remedied within 30 days following a written notice thereof from the Lender; provided that such 30 day cure period shall be reduced to 15 days following such written notice from the Lender if such default was known by the chief executive officer, chief financial officer, chief legal officer or chief operating officer of the relevant Obligor and was not disclosed in the most recent Compliance Certificate delivered pursuant to Section 6.1(i)(iii);

 

  (c)

any representation or warranty made by the Borrower or any other Obligor in any Loan Document is found to be false or incorrect in any way so as to make it materially misleading when made or deemed to have been made unless such default, if capable of being remedied, is remedied within 20 days following a written notice thereof from the Lender; provided that such 20 day cure period shall be reduced to 10 days following such written notice from the Lender if such default was known by the chief executive officer, chief financial officer, chief legal officer or chief operating officer of the relevant Obligor and was not disclosed in the most recent Compliance Certificate delivered pursuant to Section 6.1(i)(iii);

 

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  (d)

the Borrower or any other Obligor admits its inability to pay its debts generally as they become due or otherwise acknowledges its insolvency;

 

  (e)

the Borrower or any other Obligor institutes any Proceeding, or any Proceeding is commenced against or involving the Borrower:

 

  (i)

seeking to adjudicate it as bankrupt or insolvent;

 

  (ii)

seeking liquidation, dissolution, winding up, reorganization, arrangement, protection or relief of it or any of its properties or assets or debts or making a proposal with respect to it under any law relating to bankruptcy, insolvency, compromise of debts or other similar laws; or

 

  (iii)

seeking appointment of a receiver, trustee in bankruptcy, agent, custodian or other similar official for it or for any material part of its properties and assets;

and, in the case of any Proceeding not instituted by the Borrower, such Proceeding is not being contested in good faith by appropriate Proceedings or, if so contested, remains outstanding, undismissed and unstayed more than 45 days from the institution of such first mentioned Proceeding;

 

  (f)

any execution, seizure, distress or other enforcement process, whether by court order or otherwise, becomes enforceable against any Collateral or any other property or asset of the Borrower in excess of $1,000,000 and such execution, seizure, distress or other enforcement process is not stayed within 60 days of notice or such other delays provided for under Applicable Law or any notice therefore;

 

  (g)

any final judgment for the payment of monies in excess of $1,000,000 is rendered against the Borrower and such judgment is not discharged, or stayed pending appeal, within 30 days from the imposition of such judgment;

 

  (h)

there shall occur, or fail to occur any event which, either singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

 

  (i)

a Change of Control of the Borrower shall have occurred without the consent of the Lender and compliance with Section 6.1(l) (unless waived by the Lender under any such consent);

 

  (j)

any Capital Grant becomes repayable unless any such repayment is a Permitted Debt Payment;

 

  (k)

the Borrower defaults in the payment when due of any amount in respect of any Debt the outstanding principal amount of which is $1,000,000 or more, or defaults in any other manner in respect of such Debt and as a result of which default, such Debt is accelerated;

 

  (l)

the Borrower ceases to be a reporting issuer in at least one Province of Canada or ceases to be listed on, or ceases to be in compliance in all material respects with the listing requirements of, the TSX, other than in accordance with the Restructuring Agreement; or

 

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  (m)

the Borrower defaults in the issuance and delivery to the Lender when due of Common Shares under, or any cash payable upon exercise of, Warrant #10, which default continues for three Business Days.

 

8.2

Remedies Upon Default

 

  (a)

If any Event of Default shall occur and be continuing, all Obligations owing by the Borrower under the Loan Documents shall, at the option of the Lender, become immediately due and payable on the date of written demand therefor, to the date of actual payment thereof; provided, if the Event of Default described in Section 8.1(e) with respect to the Borrower shall occur, the Obligations shall automatically accelerate and the outstanding Principal Amount and all other Obligations shall automatically be and become immediately due and payable, all without notice, presentment, protest, demand, notice of dishonor or any other demand or notice whatsoever, all of which are hereby expressly waived by each Obligor. In such event the Lender may, in its discretion, exercise any right or recourse and/or proceed by any action, suit, remedy or Proceeding against any Obligor authorized or permitted by law for the recovery of all the Obligations of the Borrower to the Lender and proceed to exercise any and all rights hereunder and under the Security and no such remedy for the enforcement for the rights of the Lender shall be exclusive of or dependent on any other remedy but any one or more of such remedies may from time to time be exercised independently or in combination.

 

  (b)

Upon the occurrence of any Event of Default and the acceleration of the Obligations as described in Section 8.2(a), the Lender may at its sole option:

 

  (i)

realize upon all or any part of the Collateral, pursuant to the Security Documents; and

 

  (ii)

take such actions and commence such Proceedings as may be permitted at law or in equity (whether or not provided for herein or in the Loan Documents) at such times and in such manner as the Lender in its sole discretion may consider expedient,

all without, except as may be required by Applicable Law, any additional notice, presentment, demand, protest, notice of protest, dishonor or any other action. The rights and remedies of the Lender hereunder are cumulative and are in addition to and not in substitution for any other rights or remedies provided by Applicable Law or by any of the Loan Documents.

 

8.3

Specific Performance

Notwithstanding any provision of this Agreement to the contrary and without limiting the generality of Section 8.2, the Borrower and each Guarantor acknowledge, understand and agree (i) that their Obligations under the Loan Documents are necessary and reasonable in order to protect the Lender, (ii) that the Lender may be irreparably damaged in the event any of the provisions of the Loan Documents are not performed by the Borrower or any Guarantor, as applicable, in accordance with their specific terms or are otherwise breached, (iii) that as monetary damages would inadequately compensate the Lender for the breach of such Obligations, the Loan Documents shall be specifically enforceable by the Lender, (iv) that, in addition to any other remedies that may be available at law, in equity or otherwise, any breach or threatened breach of any Loan Document shall be the proper subject of a temporary or permanent injunction or restraining order, without the necessity of proving actual damages or the posting of any bond, and (v) that

 

- 29 -


the Lender shall be entitled to an injunction to prevent breaches or threatened breaches of any of the provisions of the Loan Documents and to specific performance of each Loan Document and its terms and provisions in any action instituted in any court in the Province of Ontario or Canada or any other court having subject matter jurisdiction. The Borrower and each Guarantor further waive any claim or defense that there is an adequate remedy at law, in equity or otherwise for such breach or threatened breach.

 

8.4

Set-Off/Cancellation of Principal

Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, the Borrower and each Guarantor acknowledge, understand and agree that the nominal dollar amount of any liability or other obligation of the Lender (or any affiliate of the Lender), on the one hand, to the Borrower or any Guarantor (or any of their respective affiliates), on the other hand, (i) whether sounding in contract, tort, equity or otherwise, (ii) whether constituting an obligation to pay damages, restitution, or any other amount whatsoever, and (iii) whether arising under a Loan Document or any other agreement or arrangement between the Lender (or any affiliate of the Lender) and the Borrower or any Guarantor and/or their respective affiliates (any such liability or other obligation, a “Claim”), may, in any such event, be satisfied, discharged and paid by the Lender’s cancellation of the Principal Amount (whether or not then due and owing) to the extent of the nominal amount of such Claim. The Lender may affect any such satisfaction, discharge or payment by giving written notice (a “Satisfaction Notice”) to the Borrower specifying (i) the Claim being so satisfied, discharged or paid, and (ii) the nominal amount of the Principal Amount so cancelled (the “Prepaid Amount”) in satisfaction of such Claim and (iii) the outstanding Principal Amount following the cancellation of the Prepaid Amount. For purposes of this Agreement, the Prepaid Amount shall constitute an authorized prepayment pursuant to Section 2.5(b) and the Principal Amount shall be correspondingly reduced. The Borrower and each Guarantor further acknowledge, understand and agree that the Lender’s presentation of a Satisfaction Notice to the Borrower shall constitute a full answer and defense against any Claim to the extent of the nominal amount specified in the related Satisfaction Notice. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, for purposes of satisfaction of the Exercise Price following any reduction in the Principal Amount made in accordance with this Section 8.4, the Parties agree that (i) any Prepaid Amount shall not reduce the Aggregate Exercise Price (as specified on the ‘Election to Exercise’ in respect of Warrant #10) payable by the Lender to exercise Warrant #10 and (ii) the Lender will be required, in addition to affecting the outstanding Principal Amount as satisfaction of a portion of the payment of the Aggregate Exercise Price pursuant to this Section 8.4, to pay in cash the difference between (A) the Aggregate Exercise Price and (B) the outstanding Principal Amount at the time of the exercise.

 

8.5

Distributions

All distributions under or in respect of any Security shall be applied by the Lender on account of the Obligations without prejudice to any claim by the Lender for any deficiency after such distributions are received by the Lender. All such distributions shall be applied to such part of the Obligations as is determined by the Lender in its discretion acting reasonably.

ARTICLE 9

GENERAL

 

9.1

Non-Disparagement

Each party hereto covenants and agrees that for a minimum period of 10 years from the Restatement Date neither they nor their respective affiliates will, directly or indirectly make any oral or written statements that disparage the business reputation of the Lender or the Borrower, as applicable, or any of their respective affiliates, shareholders, directors, officers or employees.

 

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9.2

Amendment and Waiver

No amendment, restatement, replacement, supplement or other modification of any Loan Documents, or any waiver of any provision of any Loan Document or any consent to any departure by the Obligors from any provision thereof is effective unless it is in writing and signed by an officer of the Lender. Such amendment, restatement, replacement, supplement, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

 

9.3

Notices

 

  (a)

Any notice or other communication required or permitted to be given to the Obligors hereunder shall be in writing and shall be given by facsimile or email, other electronic means or by hand-delivery as hereinafter provided. Any such notice, if sent by facsimile or email, shall be deemed to have been received on the Business Day after the day of sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below. Notice of change of address shall also be governed by this Section. Notices and other communications to the Obligors shall be addressed as follows:

 

Borrower and each Guarantor: [DELETED]
   [DELETED]
   [DELETED]
Attention:    [DELETED]
Email:    [DELETED]
With a copy to:   
   [DELETED]
Attention:    [DELETED]
Email:    [DELETED]

 

  (b)

Any notice or other communication required or permitted to be given to the Lender hereunder shall be in writing and shall be given by facsimile or email, other electronic means or by hand-delivery as hereinafter provided. Any such notice, if sent by facsimile or email , shall be deemed to have been received on the Business Day after the day of sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below. Notice of change of address shall also be governed by this Section. Notices and other communications to the Lender shall be addressed as follows:

 

[DELETED]
Attention:    [DELETED]

 

 

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Facsimile No.    [DELETED]
Email:    [DELETED]
With a copy to:   
   [DELETED]
Attention:    [DELETED]
Email:    [DELETED]

 

9.4

Further Assurances

Whether before or after the occurrence of an Event of Default, the Borrower shall at its own expense do, make, execute or deliver all such further acts, documents and things in connection with the Loan Documents as the Lender may reasonably require from time to time for the purpose of giving effect to the Loan Documents, all promptly upon the reasonable request of the Lender.

 

9.5

Assignment

This Agreement and the other Loan Documents shall enure to the benefit of and be binding upon the parties hereto and thereto, their respective successors and any permitted assigns. The Borrower may not assign all or any part of its rights or Obligations under this Agreement. The Lender may assign all or any part of its rights in respect of the Obligations and the Loan Documents to any Person without the consent of the Borrower (and the Lender may disclose to any proposed assignee such information concerning the financial position and assets of the Borrower as may be relevant or useful in connection therewith provided that such proposed assignee executes a confidentiality agreement agreeing to keep all such information confidential to the same extent as the Lender’s duty of confidentiality).

 

9.6

Counterparts

This Agreement may be signed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute one and the same instrument. Delivery of such counterparts may be made by fax or PDF via email, either of which will be deemed to have the legal effect of an original.

 

9.7

Entire Agreement

The Loan Documents constitute the entire agreement between the parties hereto pertaining to the matters therein set forth and supersede and replace any prior understandings or arrangements pertaining to the transactions contemplated hereunder. There are no warranties, representations or agreements between the parties in connection with such matters except as specifically set forth or referred to in the Loan Documents.

 

9.8

Termination

Subject to Section 4.5, this Agreement will remain in full force and effect until all the Obligations have been indefeasibly satisfied; provided however that all other Obligations hereunder that are not terminated in accordance with Section 4.5 will survive the payment and satisfaction in full of the Loan under this Agreement until the earlier of (i) such time as the Warrant Obligations have been indefeasibly satisfied and (ii) October 26, 2023.

 

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ARTICLE 10

GUARANTEE

 

10.1

Guarantee

To induce the Lender to execute and deliver this Agreement and to make or maintain the Loan, and in consideration thereof, each Guarantor hereby irrevocably and unconditionally guarantees (the “Guarantee”) to the Lender due and punctual payment and performance to the Lender upon demand made in accordance with the terms of this Agreement of all Obligations (collectively, the “Guaranteed Obligations”).

 

10.2

Indemnity

In addition to the Guarantee specified in this Article 10, each Guarantor hereby indemnifies and agrees to hold the Lender harmless from and against all costs, losses, expenses and damages the Lender may suffer as a result or consequence of the Borrower’s default in the performance of any of the Guaranteed Obligations, or any inability by the Lender to recover the ultimate balance due or remaining unpaid to the Lender in respect of the Guaranteed Obligations, including without limitation, legal fees incurred by or on behalf of the Lender resulting from any action instituted on the basis of the Guarantee, except for such costs, losses, expenses or damages resulting from the Lender’s gross negligence or willful misconduct.

 

10.3

Payment and Performance

 

  (a)

If the Borrower fails or refuses to punctually make any payment or perform the Guaranteed Obligations, each Guarantor shall unconditionally render any such payment or performance upon demand in accordance with the terms of the Guarantee.

 

  (b)

Nothing but payment and satisfaction in full of the Guaranteed Obligations shall release the Guarantors from their obligations under the Guarantee.

 

10.4

Continuing Obligation

The only condition (and no other document, proof or action other than as specifically provided in the Guarantee is) necessary as a condition of a Guarantor honouring its obligations under the Guarantee is demand by the Lender to the Borrower. The Guarantee is a continuing guarantee, covers all the Guaranteed Obligations, and applies to and secures any ultimate balance due or remaining unpaid to the Lender. The Guarantee shall continue to be binding regardless of:

 

  (a)

whether any other Person or Persons (an “Additional Guarantor”) becomes in any other way responsible to the Lender for, or in respect of all or any part of the Guaranteed Obligations;

 

  (b)

whether any such Additional Guarantor ceases to be so liable;

 

  (c)

the enforceability, validity, perfection or effect of perfection or non-perfection of any security interest securing the Guaranteed Obligations, or the validity or enforceability of any of the Guaranteed Obligations; or

 

  (d)

whether any payment of any of the Guaranteed Obligations has been made and where such payment is rescinded or must otherwise be returned upon the occurrence of any action or event, including the insolvency or bankruptcy of the Borrower or otherwise, all as though such payment had not been made.

 

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10.5

Guarantee Unaffected

The Guarantee shall not be determined or affected, or the Lender’s rights under the Guarantee prejudiced by, the termination of any Guaranteed Obligations (other than as a result of the prepayment or repayment in full thereof) by operation of law or otherwise, including without limitation, the bankruptcy, insolvency, dissolution or liquidation of the Borrower, any change in the name, business, powers, capital structure, constitution, objects, organization, directors or management of the Borrower, with respect to transactions occurring either before or after such change. The Guarantee is to extend to the liabilities of the Person or Persons for the time being and from time to time carrying on the business now carried on by the Borrower, notwithstanding any reorganization of the Borrower, any Guarantor or any Additional Guarantor or the amalgamation of the Borrower, a Guarantor or any Additional Guarantor with one or more other corporations (in this case, the Guarantee shall extend to the liabilities of the resulting corporation and the terms “Borrower”, “Guarantor” and “Additional Guarantor” shall include such resulting corporation) or any sale or disposal of the Borrower’s, a Guarantor’s or the Additional Guarantor’s business in whole or in part to one or more other Persons and all of such liabilities shall be included in the Guaranteed Obligations. Each Guarantor agrees that the manner in which the Lender may now or subsequently deal with the Borrower, any Additional Guarantor or any security (or any Collateral subject to the Security) or other guarantee in respect of the Guaranteed Obligations shall have no effect on such Guarantor’s continuing liability under the Guarantee and each Guarantor irrevocably waives any rights it may have in respect of any of the above.

 

10.6

Waivers

Each Guarantor waives each of the following, to the fullest extent permitted by law:

 

  (a)

any defence based upon:

 

  (i)

the unenforceability or invalidity of all or any part of the Guaranteed Obligations, or any security or other guarantee for the Guaranteed Obligations or any failure of the Lender to take proper care or act in a commercially reasonable manner in respect of any security for the Guaranteed Obligations or any Collateral subject to the Security, including in respect of any disposition of the Collateral or any set-off against the Guaranteed Obligations;

 

  (ii)

any act or omission of the Borrower or any other Person, including the Lender, that directly or indirectly results in the discharge or release of the Borrower or any other Person or any of the Guaranteed Obligations or any security for the Guaranteed Obligations; or

 

  (iii)

the Lender’s present or future method of dealing with the Borrower, any Additional Guarantor or any security (or any Collateral subject to the Security) or other guarantee for the Guaranteed Obligations;

 

  (b)

any right (whether now or hereafter existing) to require the Lender, as a condition to the enforcement of the Guarantee:

 

  (i)

to accelerate any of the Guaranteed Obligations or proceed and exhaust any recourse against the Borrower or any other Person;

 

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  (ii)

to realize on any security that it holds;

 

  (iii)

to marshall the assets of a Guarantor or the Borrower; or

 

  (iv)

to pursue any other remedy that a Guarantor may not be able to pursue itself and that might limit or reduce such Guarantor’s burden;

 

  (c)

presentment, demand, protest and notice of any kind including, without limitation, notices of default and notice of acceptance of the Guarantee;

 

  (d)

all suretyship defences and rights of every nature otherwise available under Ontario law and other Applicable Law;

 

  (e)

any rights of subrogation or indemnification which it may have, until the Obligations of the Borrower and each other Guarantor under the Loan Documents have been paid in full; and

 

  (f)

all other rights and defences (legal or equitable) the assertion or exercise of which would in any way diminish the liability of the Guarantors under the Guarantee.

 

10.7

Lenders Right to Act

Lender has the right to deal with the Borrower, the documents creating or evidencing the Guaranteed Obligations and the Security (or any Collateral subject to the Security) now or subsequently held by the Lender (including, without limitation, all modifications, extensions, replacements, amendments, renewals, restatements, and supplements to such documents or Security) as Lender may see fit, without notice to the Guarantors or any Additional Guarantor and without in any way affecting, relieving, limiting or lessening any Guarantor’s or any Additional Guarantor’s liability under the Guarantee. Without limitation, Lender may:

 

  (a)

grant time, renewals, extensions, indulgences, releases and discharges to the Borrower;

 

  (b)

take new or additional Security (including, without limitation, other guarantees) from the Borrower;

 

  (c)

discharge or partially discharge any or all Security;

 

  (d)

elect not to take Security from the Borrower or not to perfect Security;

 

  (e)

cease or refrain from, or continue to, give credit or make loans or advances to the Borrower;

 

  (f)

accept partial payment or performance from the Borrower or otherwise waive compliance by the Borrower with the terms of any of the documents or Security;

 

  (g)

assign any such document or Security to any Person or Persons;

 

  (h)

deal or dispose in any manner (whether commercially reasonably or not) with any Security (or any Collateral subject to the Security) or other guarantee for the Guaranteed Obligations; or

 

  (i)

apply all dividends, compositions and moneys at any time received from any Obligor or others or from the security upon such part of the Guaranteed Obligations.

 

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10.8

Action or Inaction

Except as provided at law, no action or omission on the part of the Lender in exercising or failing to exercise its rights under this Section or in connection with or arising from all or part of the Guaranteed Obligations shall make the Lender liable to a Guarantor for any loss occasioned to such Guarantor. No loss of or in respect of any securities received by the Lender from the Borrower or others, whether occasioned by the Lender’s fault or otherwise, shall in any way affect, relieve, limit or lessen a Guarantor’s liability under the Guarantee.

 

10.9

Lenders Rights

The rights and remedies provided in this Article 10 are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies provided by law.

 

10.10

Demand

Upon the occurrence of an Event of Default which is continuing, the Lender may make demand in writing to any Guarantor at any time and from time to time, each such written demand to be accepted by each Guarantor as complete and satisfactory evidence of such Guarantor’s obligations to make a payment under the Guarantee and the amount of such payment. The Guarantors shall pay to the Lender such amount or amounts payable under the Guarantee immediately upon such written demand.

 

10.11

No Representations

Each Guarantor acknowledges that the Guarantee has been delivered free of any conditions and that there are no representations which have been made to any Guarantor affecting such Guarantor’s liability under the Guarantee except as may be specifically embodied in the Guarantee and agrees that the Guarantee is in addition to and not in substitution for any other guarantee(s) held or which may subsequently be held by or for the benefit of the Lender.

ARTICLE 11

COMMON SECURITIES OFFER RIGHT

[DELETED – COMMON SECURITIES OFFER RIGHT (LENDER’S PRE-EMPTIVE RIGHT)]

- signature page follows –

 

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IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first written above.

 

BORROWER:

 

PROMETIC LIFE SCIENCES INC.
By:  

(s) Simon Best

 

Name: Simon Best

Title: Interim President and CEO

GUARANTORS:

 

PROMETIC BIOTHERAPEUTICS, INC.
By:  

(s) Patrick Sartore

 

Name: Patrick Sartore

Title: Secretary

 

PROMETIC BIOSEPARATIONS LTD
By:  

(s) Patrick Sartore

 

Name: Patrick Sartore

Title: Company Secretary

 

PROMETIC BIOSCIENCES INC.
By:  

(s) Patrick Sartore

 

Name: Patrick Sartore

Title: Secretary

 

PROMETIC BIOPRODUCTION INC.
By:  

(s) Patrick Sartore

 

Name: Patrick Sartore

Title: Secretary


NANTPRO BIOSCIENCES, LLC
By:  

(s) Patrick Sartore

 

Name: Patrick Sartore

Title: Secretary

 

PROMETIC PLASMA RESOURCES INC.
By:  

(s) Patrick Sartore

 

Name: Patrick Sartore

Title: Secretary

 

TELESTA THERAPEUTICS INC.
By:  

(s) Patrick Sartore

 

Name: Patrick Sartore

Title: Secretary

 

PROMETIC PLASMA RESOURCES (USA) INC.
By:  

(s) Patrick Sartore

 

Name: Patrick Sartore

Title: Secretary


Executed by:

 

(s) Patrick Sartore

Name: Patrick Sartore

Title: Company Secretary and Director

for and on behalf of PROMETIC PHARMA SMT HOLDINGS LIMITED

Executed by:

 

(s) Patrick Sartore

Name: Patrick Sartore

Title: Company Secretary and Director

for and on behalf of PROMETIC PHARMA SMT LIMITED

Executed by:

 

(s) Patrick Sartore

Name: Patrick Sartore

Title: Director

for and on behalf of PROMETIC BIOTHERAPEUTICS LTD


LENDER:

 

STRUCTURED ALPHA LP, by its general partner Thomvest Asset Management Ltd.
By:  

(s) Stefan V. Clulow

 

Name: Stefan V. Clulow

Title: Managing Director and Chief Investment Officer


Schedule 1.1

[DELETED – EXCLUDED PATENTS]


Schedule 5.1(h)

[DELETED – LOCATIONS]


Schedule 5.1(k)

[DELETED – LIST OF MATERIAL CONTRACTS]


Schedule 5.1(o)

[DELETED – ISSUED CAPITAL OF THE OBLIGORS]


Schedule 6.1(i)(iii)

COMPLIANCE CERTIFICATE

TO: Structured Alpha LP, as lender (the “Lender”)

[DELETED – CONTENT OF COMPLIANCE CERTIFICATE]

Exhibit 99.73

 

LOGO

 

Press Release

for immediate release

PROMETIC RECEIVES RARE PEDIATRIC DISEASE DESIGNATION FROM U.S. FDA FOR ITS INTER-ALPHA-INHIBITOR-PROTEINS

 

   

Rare Pediatric Disease Designation granted for the treatment of patients with necrotizing enterocolitis (NEC)

 

   

NEC accounts for approximately 19% of the US’s annual neonatal medical expenditures as well as an estimated $5 Billion in annual hospitalization costs in the US

LAVAL, QUEBEC, CANADA, – March 5, 2018 – Prometic Life Sciences Inc. (TSX: PLI) (OTCQX: PFSCF) (“Prometic”) today announced that the U.S Food and Drug Administration (FDA) has granted a Rare Pediatric Disease Designation to its Inter-Alpha-Inhibitor-Proteins (“IaIp”) for the treatment of Necrotizing Enterocolitis (“NEC”). In addition to the Rare Pediatric Disease Designation, IAIP has also been granted an Orphan Drug Designation by the FDA.

“This is the second pediatric designation which our plasma-derived therapeutics have received from the FDA, demonstrating the capacity of our plasma purification platform to generate a variety of drug candidates targeting unmet medical needs for children with rare diseases,” said Mr. Pierre Laurin, President and Chief Executive Officer of Prometic. “The combination of pediatric and orphan drug designations provides us with valuable commercial incentives to continue expanding our pipeline of orphan drugs. We look forward to working closely with the FDA to bring this innovative therapy to pediatric patients. The costs associated with this clinical program will not impact our FY2018.”

IaIp are endogenous proteins that control excessive inflammatory responses to toxins, infectious organisms, tissue and organ damage. An inverse correlation between IaIp levels in blood plasma and disease severity / mortality has been demonstrated in humans with sepsis. In a gold-standard animal model proven to emulate NEC in humans, the supplementation of IaIp significantly increased the study subjects’ survival rates.

The FDA grants Rare Pediatric Disease Designations for serious or life-threatening diseases wherein the serious or life-threatening manifestations primarily affect individuals aged from birth to 18 years, including age groups often called neonates, infants, children, and adolescents. If and when approved, Prometic’s IaIp replacement therapy could be eligible to receive a rare pediatric disease priority review voucher.

 

1    Press Release for immediate release


LOGO

 

NEC is the most commonly acquired gastrointestinal disease diagnosed in premature neonates and is one of the leading causes of death in neonatal intensive care units. The economic cost of NEC is high, accounting for approximately 19% of neonatal expenditures and an estimated $5 billion per year for hospitalizations in the United States alone. Even when surgery can be avoided, the average cost of hospitalization has been estimated at around $73,000, with a length of stay exceeding 22 days longer than that for other premature infants. However, if surgical care is required, there is an average additional cost of approximately $186,000, and infants require a length of stay 60 days longer than other premature infants.

About Inter-Alpha-Inhibitor-Proteins (IaIp)

Inter-alpha inhibitor proteins (lalp) are serine proteases inhibitors that modulate endogenous protease activity. Severe sepsis results in reduced lalp with the loss of protease inhibitory activity. Treatment with lalp is protective in numerous preclinical sepsis models

About Necrotizing Enterocolitis

Necrotizing enterocolitis (NEC) is a devastating inflammatory bowel condition that affects predominantly premature infants. NEC can ultimately destroy the wall of the bowel (intestine) and lead to perforation of the intestine and spillage of stool into the infant’s abdomen, which can result in an overwhelming infection and death. The cause of NEC is not well understood but appears to involve bacteria, injury to the bowel lining, inadequate oxygen supply to the bowel, and an abnormal immune response. Overall, NEC affects an estimated 8,000-12,000 live births each year in the USA. The disease has been reported to affect about 11 percent of very low birthweight infants born before 29 weeks of age. Mortality rates are high, and range from about 15% to 30%.

About Prometic Life Sciences Inc.

Prometic Life Sciences Inc. (www.prometic.com) is a biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs in the field of fibrosis and orphan diseases. The first platform, small molecule therapeutics, stems from the discovery of two receptors GPR40/GPR84 acting as dual master-switches which are at the core of the healing process as opposed to fibrosis. The second platform, plasma-derived therapeutics, leverages Prometic’s vast experience in bioseparation technologies to address unmet medical needs with therapeutic proteins not currently commercially

 

2    Press Release for immediate release


LOGO

 

available, such as Ryplazim (plasminogen human). Prometic is also leveraging the second platform higher recovery yield advantage to develop some more established plasma-derived therapeutics with significant growth in demand such as Intravenous Immunoglobulin (IVIG) and provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Globally recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments. Headquartered in Laval (Canada), Prometic has R&D facilities in the UK, the U.S. and Canada, manufacturing facilities in the UK and commercial activities in the U.S., Canada, Europe and Asia.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2016, under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

For further information please contact:

Corporate Contacts:

Pierre Laurin

President and CEO

Prometic Life Sciences Inc.

 

3    Press Release for immediate release


LOGO

 

p.laurin@prometic.com

450.781.0115

Frederic Dumais

Senior Director, Communications & Investor Relations

Prometic Life Sciences Inc.

f.dumais@prometic.com

450-781-0115

Investor Contact:

Bob Yedid

LifeSci Advisors

bob@lifesciadvisors.com

646-597-6989

Media Contact:

Matt Middleman, M.D.

LifeSci Public Relations

matt@lifescipublicrelations.com

646-627-8384

 

4    Press Release for immediate release

Exhibit 99.74

LOGO

 

Press Release

for immediate release

PROMETIC REPORTS ITS Q4-2017 AND YE-2017 FINANCIAL RESULTS AND PROVIDES UPDATE ON ACTIVITIES

 

   

Lead drug candidates (PBI-4050 and RYPLAZIM (plasminogen)) continue to deliver consistent and positive clinical activity and tolerability data

 

   

52 week average PBI-4050 treatment in Alström Syndrome patients generated positive clinical data indicating fibrosis reversal in multiple organs

 

   

FDA clearance to initiate PBI-4050 pivotal Phase 3 trial in patients with idiopathic pulmonary fibrosis

 

   

Update on RYPLAZIM (plasminogen) BLA review process – PDUFA action date

 

   

Update on deal with Shenzhen Royal Asset Management (“SRAM”)

LAVAL, QUEBEC, CANADA – March 28, 2018 – Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (Prometic) reported today its fourth quarter and year ended December 31, 2017 highlights and financial results.

“In 2017, Prometic continued to deliver positive clinical activity and tolerability data in its key clinical development programs. Both of our therapeutic platforms’ respective lead drug candidates, PBI- 4050 and plasminogen, have great commercial potential targeting both niche and large unmet medical needs,” said Pierre Laurin, President and Chief Executive Officer of Prometic. 2017 provided us with the opportunity to strengthen our pipeline of products, realign our clinical program priorities and focus on specific clinical indications where we will be able to play a leading role with defined competitive advantages. We are fortunate to have the ability to pursue clinical development of many different indications with the same assets and we intend to take full advantage of this rare situation”.

Commenting on the 2017 financial results, Bruce Pritchard, Prometic’s Chief Operating Officer and Chief Financial Officer said: “With the exception of one large provision relating to the bad debt associated with the SRAM receivable, our underlying 2017 financial results built consistently quarter-to-quarter, finishing in line with our expectations, objectives and earlier guidance. We have stabilized our R&D and administrative, selling and marketing expenses at targeted levels and invested selectively to put in place our commercial infrastructure in anticipation of the commercial launch of plasminogen and other drug candidates.

 

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The recent realignment of our clinical development program will ensure we can prioritize the advancement of our most promising clinical assets consistent with our capital resources in a way that is aligned in both scale and timing, with the financial resources available. We remain mindful of the need to balance the maintenance of an appropriate capitalization level with both the expectation of our shareholders and the availability and cost of financing available. We are fully focused on non-dilutive financing activities, including the pursuit of meaningful licensing opportunities, to deliver that financial flexibility, and to act as a foundation for long-term financial stability.”

Small Molecule Therapeutics Highlights and Updates:

Prometic researched the activity of its drug candidates such as PBI-4050 in over 30 different preclinical models in collaboration with universities and institutions. PBI-4050 was also investigated in three separate phase 2 clinical trials, which support the translation of these preclinical results into humans and help pave the way for the initiation of a pivotal phase 3 clinical trial for IPF in the USA.

Update: The Corporation announced the publication in the American Journal of Pathology of the novel antifibrotic mechanism of action of its small molecule lead drug candidate, PBI-4050. The paper entitled “A Newly Discovered Antifibrotic Pathway Regulated by Two Fatty Acid Receptors: GPR40 and GPR84” documents the discovery of an antifibrotic pathway involving these two receptors acting as dual master switches.

PBI-4050 (for Alström Syndrome)—Prometic announced that its orally active lead drug candidate, PBI-4050, was granted an orphan drug designation for the treatment of Alström Syndrome (“AS”) by the European Commission. The company also announced that PBI-4050 has been issued a Promising Innovative Medicine (“PIM”) designation by the UK Medicines and Healthcare Products Regulatory Agency (“MHRA”) for the treatment of AS. An orphan drug designation status had been previously granted, by the FDA, for Prometic’s orally active, anti-fibrotic, lead drug candidate, PBI-4050, for the treatment of Alström Syndrome.

 

2    Press Release for immediate release


LOGO

 

Prometic announced that longer-term data from its on-going Phase 2 open label clinical trial of PBI-4050 in subjects suffering from AS in the UK confirm that the clinical activity previously observed was sustained during prolonged treatment. The clinical study had then enrolled 12 subjects. Given the evidence of clinical activity and continuing tolerability, the Data Safety Monitoring Board (DSMB) and Medicines and Healthcare products Regulatory Agency (MHRA) allowed for two successive extensions in the duration of treatment. The duration of treatment has been extended from the original 24 weeks for an additional 36 weeks, and then once more for a further 12 weeks (for a total of 72 weeks). This last extension was to ensure that subjects could remain on treatment while the regulatory authorities were reviewing a rollover protocol which, if approved, would allow subjects to remain on treatment for an additional period of up to 96 weeks, or until regulatory approval is obtained in the UK.

Update : Prometic reported on March 28, 2018 positive clinical data from ongoing PBI-4050 study in Alström syndrome patients.

PBI-4050 (for IPF)—Prometic received FDA Investigational New Drug (IND) approval to commence its pivotal Phase 3 clinical trial of its oral anti-fibrotic lead drug candidate, PBI-4050, in patients suffering from IPF. The FDA had granted Fast Track designation to PBI-4050 and the candidate also received a Promising Innovative Medicine (PIM) designation by the UK Medicines and Healthcare Products Regulatory Agency (MHRA) as add-on treatment to nintedanib in patients with IPF.

Update: Prometic received IND approval from the FDA to commence its PBI-4050 pivotal Phase 3 clinical trial in patients suffering from Idiopathic Pulmonary Fibrosis (“IPF”).

Based on feedback from the FDA, Prometic now will undertake an “all comers study”. The enrollment criteria will be greatly simplified so that the study will enroll patients with mild-to-moderate IPF, regardless of whether they are on background standard of care with nintedanib (OFEV®) or not. Therefore, the study will provide efficacy data on both PBI-4050 as a stand-alone agent, and as an add-on to nintedanib, and will be part of the dataset to support a simple, all-inclusive indication “for the treatment of IPF”. Patients will be randomized to receive placebo, or one of two doses of PBI-4050 (800 mg or 1,200 mg) for a total of 52 weeks. An interim analysis will be conducted at 26 weeks. The primary endpoint is the annual rate of decline in forced vital capacity (FVC), the total amount of air exhaled during a forced breath, (expressed in mL) and measured over 52 weeks (mL/year). Patients taking pirfenidone will be excluded because of a known drug-drug interaction between pirfenidone and PBI-4050.

 

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PBI-4050, PBI-4547 AND PBI-4425 (development and commercialization in China)—In August 2017, the Company entered into a licensing agreement and partnership agreement with Jiangsu Rongyu Pharmaceuticals Co, LTD and Nanjing Rongyu Biothech Co., LTD, affiliates of Shenzhen Royal Asset Management Co., LTD (collectively, “SRAM”), regarding the licensing of the Chinese rights to its small molecules PBI-4050, PBI-4547 and PBI-4425.

Update: In October 2017, the Chinese government disclosed a series of regulatory measures favorable to foreign companies seeking to commercialize therapeutics in China. These reflect the government’s aim to change China from a “Me too” to a “Me first” philosophy of drug development and has now turned China into a “strategic” and “vital” market for pharmaceutical companies. Such measures include changes in the regulatory system allowing the use of clinical data generated outside of China, a faster review thereof as well as lower taxes on selected drugs. The mounting strategic interest in the Chinese market expressed by several pharma companies with whom the Company is having business development discussions, and the fact that we believe that we would be in a position to potentially advance IPF in China independently, has contributed to Prometic’s decision to exercise its right to terminate the agreements with SRAM. By holding 100% of the rights for PBI-4050 and its analogues for all indications in China keeps all of Prometic’s options open to maximise the value of its assets in this important market.

Plasma-Derived Therapeutics Highlights and Updates:

RYPLAZIMTM (plasminogen)—for congenital plasminogen deficiency—Prometic completed the filing of its plasminogen Biologics License Application (“BLA”) with the FDA for the treatment of patients with congenital plasminogen deficiency. Prometic’s plasminogen had earlier been granted Orphan Drug and Fast Track Designations by the FDA for said indication.

Prometic announced new long-term clinical data from its pivotal Phase 2/3 trial of RYPLAZIM (plasminogen) in patients with congenital plasminogen deficiency. The data demonstrated that in 10 patients treated with RYPLAZIMTM (plasminogen) for a total of 48 weeks, there was no observed recurrence of lesions and no tolerability issues observed related to this longer- term dosing. Prometic had previously reported clinical data from this pivotal Phase 2/3 trial, in which Prometic observed that RYPLAZIMTM (plasminogen) treatment consistently replaced and maintained the plasminogen concentration in plasma at an adequate level and that all lesions resolved in all 10 patients treated for 12 weeks. Under the same pivotal Phase 2/3 protocol, these 10 patients had been treated for an additional 36 weeks, for a total drug exposure period of 48 weeks.

 

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The FDA granted a Rare Pediatric Disease Designation to Prometic’s RYPLAZIMTM (plasminogen) for the treatment of patients with congenital plasminogen deficiency..

The FDA accepted the filing of Prometic’s BLA for its RYPLAZIMTM (plasminogen) replacement therapy and granted priority review status and set a Prescription Drug User Fee Act (PDUFA) action date for April 14, 2018.

Update: The current BLA filing includes the clinical data on 10 patients with 12 weeks of data for an accelerated regulatory pathway. Since filing the current BLA, Prometic has accumulated additional clinical data encompassing more than 3,200 infusions of RYPLAZIM (plasminogen) over treatment periods exceeding 48 weeks during which similar clinical activity and tolerability profiles, as previously reported, were observed. The original guidance from the FDA was for Prometic to submit such long-term clinical data in a supplemental BLA in order to secure full licensure in 2019. Full licensure would provide for the long-term efficacy and safety data to be included in the prescribing information of RYPLAZIM (plasminogen) which would further support Prometic’s claims of the strong health economics benefit associated with the use of RYPLAZIM (plasminogen).

The FDA’s review of the BLA raised no issues regarding the clinical data for the accelerated approval. The FDA has, however, identified the need for Prometic to make a number of changes in the Chemistry, Manufacturing and Controls (CMC) section of its BLA. These changes require the implementation and validation of additional analytical assays and “in-process controls” in the manufacturing process of RYPLAZIM (plasminogen). While Prometic is expecting to complete said implementation and validation in April 2018, it will be necessary to manufacture additional RYPLAZIM (plasminogen) lots to support the implementation and validation of these process changes. Prometic expects to complete the manufacturing of the additional validation lots in the summer of 2018 and anticipates being able to provide the FDA with such new CMC data for its review in the fourth quarter of 2018, which is beyond the Prescription Drug User Fee Act (PDUFA) date of April 14, 2018. The FDA requested that such CMC data be submitted as an amendment to the current BLA and has invited Prometic to also submit the long-term (48-week) clinical data at the same time instead of through the originally agreed upon supplemental BLA process. This process will allow the FDA to consider granting full-licensure under the current BLA. If granted, this is expected to allow a faster sales ramp-up from launch than could have been achieved had provisional licensure been obtained by the current PDUFA date. The Company continues to interact with the FDA and will provide a further update when it is in a position to disclose a new PDUFA date. The FDA indicated that the submission of the new CMC data will not impact the previously granted designations, including the Priority Review Status, the Orphan Drug Designation and the Rare Pediatric Disease Designation for RYPLAZIM (plasminogen) for the treatment of congenital plasminogen deficiency.

 

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RYPLAZIM (plasminogen)—for IPF—Orphan drug designation status was granted to Prometic’s RYPLAZIM (plasminogen) for the treatment of Idiopathic Pulmonary Fibrosis (“IPF”) by the FDA. In an animal model that emulates pulmonary fibrosis in humans, Prometic’s RYPLAZIM (plasminogen) performed favorably compared to recently- approved IPF drugs to treat this condition. We observed that RYPLAZIM (plasminogen) significantly reduced tissue scarring in the lungs, indicating the potential for providing clinically significant improvement and stabilization in lung function.

RYPLAZIM (plasminogen) – for Acute Lung Injury / Acute Respiratory Distress Syndrome—The Company presented new data at the 2017 American Thoracic Society (ATS) International Conference in Washington, D.C. demonstrating the benefits of plasminogen administration in reducing lung injury in a gold standard animal model of ALI/ARDS associated with acute pancreatitis.

Plasminogen—for Chronic Tympanic Membrane Perforation -The Company received approval by the Swedish Medical Products Agency to commence a clinical trial with its plasminogen therapy in patients suffering from chronic tympanic membrane perforation (chronic TMP). The is a dose escalation, randomized, placebo- controlled study designed to investigate the safety, feasibility and initial efficacy of local injections of a novel and proprietary plasminogen formulation for the treatment of chronic tympanic membrane perforation. Up to 33 adult patients are expected to be enrolled. The study is being conducted at a single center in Sweden, under the supervision of Cecilia Engmér Berglin, MD, PhD from the Department of Otorhinolaryngology at Karolinska University Hospital in Stockholm, Sweden. The Karolinska University Hospital is the second largest ear/nose/throat center in the world.

Plasminogen – for Diabetic Foot Ulcers—The Company received approval by the Swedish Medical Products Agency (MPA) Clinical Trial Application (CTA) to commence a Phase 2 clinical trial of its plasminogen therapy in patients suffering from diabetic foot ulcers (DFU). The Phase 2 clinical trial is a prospective, dose escalation study of the safety, feasibility and initial efficacy of subcutaneous plasminogen for the treatment of DFU in 20 adult subjects. The study is being conducted in one study center in Sweden, under the supervision of Dr. Jan Apelqvist, an expert in the field of diabetic foot ulcers and hard to treat wounds from the Department of Endocrinology, Division of Clinical Sciences at Skane University Hospital in Malmö, Sweden.

 

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IVIG for Primary Immunodeficiency Disorder (PIDD)—The Company announced positive interim six-month clinical data from its ongoing pivotal IVIG Phase 3 clinical trial in patients suffering from primary immunodeficiencies (PID). Review of the data by the Data Safety Monitoring Board (DSMB) confirmed no significant safety issues and that clinical activity appeared to be comparable to existing commercial IVIG products. This data meets Health Canada’s requirements for a New Drug Submission (NDS) filing with at least 20 evaluable PID patients treated with Prometic’s IVIG for a minimum six-month period together with comparison data from a similar six-month period during which patients received comparable approved commercial IVIG products. Forty-nine adult and 10 pediatric patients have completed at least six months of treatment with Prometic’s IVIG in the current trial. Comparisons with the approved products include safety, Immunoglobulin (IgG) levels, frequency of infections, use of antibiotics, periods of hospitalization due to severe infections and missed days of school or work.

These results from its pivotal IVIG Phase 3 trial will enable Prometic to complete the clinical portion of its New Drug Submission with Health Canada.

Update: The ongoing non-inferiority phase 3 clinical trial for IVIG in adults, required for the filing of a BLA in the USA, is expected to be completed in the first quarter of 2018 followed by the pediatric cohort completion in the first quarter 2019.

INTER ALPHA-ONE INHIBITOR PROTEINS (IAIP)—for the treatment of Necrotising Enterocolitis in Neonates (NEC) a condition that accounts for approximately 19% of the US’s annual neonatal medical expenditures as well as an estimated $5 billion in annual hospitalization costs in the US.

Update: The Company received from the FDA a Rare Pediatric Disease Designation for its IAIP for the treatment of NEC. In addition to the Rare Pediatric Disease Designation, IAIP was also granted an Orphan Drug Designation by the FDA in February 2018.

Bioseparation Technologies Highlights:

The Company received a $9.5 million purchase order for the supply of affinity resin to an existing client, a global leader in the biopharmaceutical industry. This purchase order is part of an ongoing license and long-term supply agreement previously secured with the client. Supply of the affinity resin (manufactured by Prometic at its Isle of Man facility) to the client began in the second half of 2017 and will continue throughout 2018. Prometic’s client is using the resin for large-scale purification of a therapeutic protein product manufactured in large quantities.

 

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Corporate Highlights:

Prometic closed a $53.1 million bought deal equity offering of common shares through the syndicate of underwriters led by Cantor Fitzgerald Canada Corporation as the lead underwriter and sole bookrunner, and including RBC Dominion Securities Inc., National Bank Financial Inc., Scotia Capital Inc., Desjardins Securities Inc. and Echelon Wealth Partners Inc. Prometic issued 31,250,000 common shares of at a price of $1.70 per share for gross proceeds of $53.1 million. In addition, Prometic completed a concurrent, non-brokered private placement of 5,045,369 common shares of at a price of $1.70 per common share (the “Private Placement”) with Structured Alpha LP (“SALP”), an affiliate of Peter J. Thomson’s investment firm, Thomvest Asset Management Inc. following the exercise by SALP of its pre-emptive right to participate in any future public offering of Prometic’s common shares. The $ 8.6 million in proceeds from the Private Placement were used to offset and reduce the total amount owed by Prometic to SALP pursuant to the previously mentioned Loan entered into in April, 2017.

Prometic closed the previously mentioned USD $80 million (CAD $100 million) credit facility with SALP. As partial consideration for establishing the credit facility, Prometic granted SALP an initial 10 million warrants with an exercise price of CAD $1.70 per common share with a term expiring June 30, 2026, alongside an additional 44 million warrants at the same exercise price and term, which will vest in tranches each time Prometic draws an additional amount of USD $ 10 million (CAD $12.5 million) under the Credit Facility. Drawing on the first 4 tranches of USD $10 million (CAD $12.5 million) would each cause 5 million warrants to vest, whereas drawing on the second set of 4 tranches of USD $10 million (CDN $12.5 million) would each cause 6 million warrants to vest. All amounts drawn from the credit facility will bear interest of 8.5% per annum and the principal will be repayable on November 30, 2019.

2017 Year-End Financial Results

Total revenues for the year ended December 31, 2017 were $39.1 million compared to $16.4 million for the year ended December 31, 2016. Revenues from milestones and licensing revenues for the year ended December 31, 2017 were $19.7 million; there were no milestones and licensing revenues for the year ended December 31, 2016.

 

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The Company incurred a net loss of $120.0 million during the year ended December 31, 2017 compared to a net loss of $110.7 million in 2016, representing an increase in the net loss of $9.3 million.

The Company incurred total R&D costs of $100.4 million during the year ended December 31, 2017 compared to $87.6 million during the year ended December 31, 2016. R&D expenses include the manufacturing cost of plasma-derived and small molecule therapeutics to be used in clinical trials and other R&D purposes. The manufacturing cost of these therapeutics represents approximately $34.0 million of the $100.4 million in R&D expenses during the year ended December 31, 2017 and $33.2 million of the $87.6 million in R&D expenses during the year ended December 31, 2016. This represents an increase of $0.8 million during the year ended December 31, 2017 compared to the corresponding period in 2016.

Other R&D expenses, excluding the manufacturing cost of therapeutics to be used in R&D activities discussed above, were $66.4 million during the year ended December 31, 2017 compared to $54.4 million for the corresponding period in 2016, representing an increase of $12.0 million. The increase is partially due to higher salary and benefit expenditures by approximately $6.4 million reflecting the increase in employees working on the clinical trials and at our research centers. In addition, Contract Research Organizations (“CRO”) and investigator expenses incurred in relation to the clinical trials and pre-clinical activities increased by $2.3 million reflecting the increase in the number of trials in progress, the duration and higher patient enrolment of the trials.

Administrative, selling and marketing expenses amounted to $ 31.4 million during the year ended December 31, 2017 compared to $28.5 million during the year ended December 31, 2016. The increase is mainly attributable to the increase in consulting expenses of $3.0 million incurred in relation to the preparation for the plasminogen launch.

2017 Fourth Quarter Financial Results

Total revenues for the fourth quarter ended December 31, 2017 were $6.6 million compared to $4.1 million for the fourth quarter ended December 31, 2016. Revenues from the sale of goods amounted to $5.5 million for the fourth quarter ended December 31, 2017, compared to $3.3 million for the quarter ended December 31, 2016. There were no milestones and licensing revenues for the fourth quarters of either 2017 or 2016.

R&D expenses remained stable at $28.2 million during the quarter ended December 31, 2017 compared to $28.0 million for the corresponding period in 2016.

 

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Administrative, selling and marketing expenses amounted to $8.7 million during the fourth quarter of 2017, compared to $ 12.0 million for the quarter ended December 30, 2016 representing a decrease of $3.2 million due mainly to the severance, salary and benefit expenditures of $2.1 million in rationalization efforts at Telesta following the acquisition in the last quarter of 2016.

Bad debt expense

Bad debt expense was $20.5 million during the year and the quarter ended December 31, 2017 compared to $0.8 million for the corresponding periods in 2016, representing an increase of $19.7 million. The current year expense is due to the write-off, affecting the fourth quarter of 2017, of the amounts due in regards to a license agreement. The licensee having not remitted funds associated with the license fee and initial milestone payment within the specified payment terms was consequently in breach of the agreement. As a result, the Company was in a position to exercise its contractual rights and opted to terminate the agreement in March 2018, thereby returning all the rights previously conferred under the license agreement back to Prometic.

Conference Call Information

Prometic will host a conference call at 8:00 am (ET) on Thursday March 29, 2018. The telephone numbers to access the conference call are (647) 427-7450 and 1-888-231-8191 (toll-free). A replay of the call will be available from Thursday March 29, 2018 at 10:00 am until April 5, 2018. The numbers to access the replay are 1-416-849-0833 (passcode: 9793595) and 1-855-859-2056 (passcode: 9793595). A live audio webcast of the conference call, with slides, will be available through the following :

https://event.on24.com/wcc/r/1641885/F1524EE1A546B03D77815DB3A675E180

Additional Information in Respect to the Fourth Quarter and Year ended December 31, 2017

Prometic’s MD&A and 2017 consolidated financial statements for the quarter and year ended December 31, 2017 will be filed on SEDAR (http://www.sedar.com) and will be available on the Company’s website at www.prometic.com.

About Prometic Life Sciences Inc.

Prometic Life Sciences Inc. (www.prometic.com) is a biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs in the field of fibrosis and orphan diseases. The first platform, small molecule therapeutics, stems from the discovery of two receptors GPR40/GPR84 acting as dual master-switches which are at

 

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the core of the healing process as opposed to fibrosis. The second platform, plasma-derived therapeutics, leverages Prometic’s vast experience in bioseparation technologies to address unmet medical needs with therapeutic proteins not currently commercially available, such as RYPLAZIM (plasminogen). Prometic is also leveraging the second platform higher recovery yield advantage to develop some more established plasma-derived therapeutics with significant growth in demand such as Intravenous Immunoglobulin (IVIG) and provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Globally recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments. Headquartered in Laval (Canada), Prometic has R&D facilities in the UK, the U.S. and Canada, manufacturing facilities in the UK and commercial activities in the U.S., Canada, Europe and Asia.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2017, under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

 

 

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For further information please contact:

Corporate Contacts:

Pierre Laurin

President and CEO

Prometic Life Sciences Inc.

p.laurin@prometic.com

450.781.0115

Frederic Dumais

Senior Director, Communications & Investor Relations

Prometic Life Sciences Inc.

f.dumais@prometic.com

450-781-0115

Investor Contact:

Bob Yedid

LifeSci Advisors

bob@lifesciadvisors.com

646-597-6989

Media Contact:

Matt Middleman, M.D.

LifeSci Public Relations

matt@lifescipublicrelations.com

646-627-8384

 

 

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Exhibit 99.75

 

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Press Release

for immediate release

PROMETIC REPORTS POSITIVE CLINICAL DATA FROM ONGOING PBI-4050 STUDY IN ALSTRÖM SYNDROME PATIENTS

 

   

Clinical benefits in both heart and liver observed in patients treated with PBI-4050 over an average of 52 weeks of treatment

 

   

Cardiac MRI indicates PBI-4050 reversed trend of fibrosis progression

 

   

Reduction in liver fibrosis in patients treated with PBI-4050 demonstrated by MRI and Fibroscan

 

   

Upcoming meetings with FDA and EMA to define PBI-4050’s clinical-regulatory pathway in Alström syndrome

LAVAL, QUEBEC, CANADA – March 28, 2018 – Prometic Life Sciences Inc. (TSX: PLI) (OTCQX: PFSCF) (Prometic) today announced new clinical data from its ongoing Phase 2 open label clinical trial being conducted in the United Kingdom investigating PBI-4050 for the treatment of patients with Alström syndrome.

The clinical study, which has enrolled 12 patients, reported that clinical activity and tolerability of PBI-4050 are sustained with prolonged treatment. The average treatment duration of PBI-4050 for the 12 patients has reached 52 weeks and further clinical activity in the heart and liver was observed with longer treatment exposure.

“Progressive cardiac fibrosis is the most serious feature of Alström syndrome, and the resultant heart failure is the most common cause of death,” said Dr. John Moran, Chief Medical Officer of Prometic. “Therefore, the results observed with the cardiac MRI are very promising and exceeded our expectations. Going into the study, we had been hoping to see a slowing of the rate of progression, but in fact, we have observed a regression in cardiac fibrosis. Additionally, the liver MRI further supports the FibroScan scores and the reduction of fibrosis observed in these patients. Importantly, PBI-4050’s clinical activity and tolerability have been confirmed over this extended period, with no drug-related serious adverse events. The clinical activity observed in these patients gives us further confidence in the forthcoming pivotal Phase 3 clinical trial in patients with idiopathic pulmonary fibrosis.”

 

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Pierre Laurin, President and Chief Executive Officer of Prometic, stated, “We are scheduled to meet this summer with the European and the U.S. regulatory authorities to determine the clinical-regulatory pathway for this investigational treatment for patients with Alström, who are in serious need of an anti-fibrotic treatment. This is a critical step to determine whether this ultra-rare pediatric disorder could be an indication granted priority review.”

Summary of Cardiac Data

Analysis of the interim cardiac MRI data indicates a reduction of cardiac fibrosis in each patient after initiation of treatment with PBI-4050 (p<0.001). Figure 1 below illustrates the progression of cardiac fibrosis expressed as a percent increase of the MRI score for each patient for whom three years or more of fibrosis data were available, and the reversal of said progression when patients were treated with PBI-4050. The length of the red dashed lines corresponds to the duration of fibrosis data and the length of the green dashed lines to the duration of PBI-4050 treatment for each patient.

 

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Summary of Liver Data

Fibroscan results from the 10 subjects who received at least 36 weeks of treatment showed a statistically significant improvement in the measure of liver stiffness, from a mean of 10.2 kPa at baseline to a mean of 8.1 kPa at last measurement, an absolute decrease of 2 kPa (p = 0.0219, 95% CI -3.52, -0.46) (Figures 2 & 3). Fibroscan is a non-invasive technique for clinical assessment of liver fibrosis with a high degree of accuracy and reproducibility, especially in patients with established fibrosis (³ F2) (Cassinotto 2016).

Liver MRI data also indicated a mean reduction of -11% in the T1-corrected score between baseline and last available measurement (p=0.0195, 95% CI: -92.3, -9.8), which supports an improvement of liver fibrosis.

Positive effects on other parameters of the liver have also been observed and will be disclosed at The International Liver Congress 2018, the annual meeting of the European Association for the Study of the Liver (EASL), to be held in Paris, April 11-15, 2018.

 

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More about Alström syndrome:

Alström syndrome is a rare inherited autosomal recessive syndrome characterized by the onset of obesity in childhood or adolescence, Type 2 diabetes, often with severe insulin resistance, dyslipidemia, hypertension and severe multi-organ fibrosis involving the liver, kidney and heart. Alström syndrome is also characterized by a progressive loss of vision and hearing, a form of heart disease that weakens the heart muscle (dilated cardiomyopathy), and short stature. This disorder can also cause serious or life-threatening medical problems involving the liver, kidneys, bladder, and lungs. The clinical manifestations of Alström syndrome vary in severity, and not all affected individuals have all of the features associated with the disorder.

 

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More about PBI-4050

PBI-4050 is an orally active lead drug candidate with excellent safety and efficacy profiles demonstrated in a large number of animal models of fibrosis affecting different organs, including the lung, liver, heart, kidney, and pancreas. The effects of PBI-4050 demonstrated in animal models have been replicated in Phase 2 studies in IPF, in metabolic syndrome with type 2 diabetes and in Alström syndrome. PBI-4050 is entering pivotal placebo-controlled phase 3 clinical trials for the treatment of IPF and has already started placebo-controlled phase 2 trials in metabolic syndrome and type 2 diabetes patients.

More about Prometic

Prometic Life Sciences Inc. (www.prometic.com) is a biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs in the field of fibrosis and orphan diseases. The first platform, small molecule therapeutics, stems from the discovery of two receptors GPR40/GPR84 acting as “dual master switches” which are at the core of the healing process as opposed to fibrosis. The second platform, plasma-derived therapeutics, leverages Prometic’s vast experience in bioseparation technologies to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen human). Prometic is also leveraging the second platform higher recovery yield advantage to develop some more established plasma-derived therapeutics with significant growth in demand such as Intravenous Immunoglobulin (IVIG) and provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Globally recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments. Headquartered in Laval (Canada), Prometic has R&D facilities in the UK, the U.S. and Canada, manufacturing facilities in the UK and commercial activities in the U.S., Canada, Europe and Asia.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize

 

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value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2016, under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

For further information please contact:

Corporate Contacts:

Pierre Laurin

President and CEO

Prometic Life Sciences Inc.

p.laurin@prometic.com

450.781.0115

Frederic Dumais

Senior Director, Communications & Investor Relations

Prometic Life Sciences Inc.

f.dumais@prometic.com

450-781-0115

Investor Contact:

Bob Yedid

LifeSci Advisors

bob@lifesciadvisors.com

646-597-6989

Media Contact:

Matt Middleman, M.D.

LifeSci Public Relations

matt@lifescipublicrelations.com

646-627-8384

 

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Exhibit 99.76

 

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for immediate release

PROMETIC REPORTS ITS 2018 FIRST QUARTER HIGHLIGHTS AND FINANCIAL RESULTS

 

   

Q1 results support expected 2018 full year spending decrease of approximately $15M

 

   

Sale of excess plasma inventory completed in April contributing $14M to proforma cash runway of $91M

 

   

Clinical programs streamlined to manage costs for balance of 2018

 

   

Continued positive clinical activity demonstrated by PBI-4050 to catalyze partnership discussions

LAVAL, QUEBEC, CANADA – May 15, 2018 – Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (Prometic) reported today its unaudited financial results for the first quarter ended March 31, 2018.

“Our number one goal for 2018 is to close the gap between the fundamental value created over the last few years and the current share price as it does not reflect, in our view, all the clinical and operational milestones achieved. We have streamlined our clinical development programs to ensure that our most promising clinical assets and their respective indications are prioritized,” said Pierre Laurin, President and Chief Executive Officer of Prometic. “We are committed to bringing to market our lead drug candidates for patients, as well as for shareholders. We are working diligently to improve our financial position and time- to-market, by partnering some of our lead drug candidates, in an effort to accelerate and facilitate access to markets.”

Commenting on the first quarter 2018 financial results, Bruce Pritchard, Prometic’s Chief Operating Officer and Chief Financial Officer said, “As I outlined at our recent Annual Shareholders’ Meeting, our priorities for the balance of 2018 are clearly established. Our commitment to tightly manage the cash resources is already paying off with less cash used in our operations during the first quarter of 2018, compared to the first quarter of 2017, with the goal of using approximately $15 million less in total for 2018. Our commitment to increase our cash runway is also underway, following the sale of $14

 

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million worth of plasma inventory, early in the second quarter of 2018. We have also completed the review of our clinical and product development programs, concentrating on PBI-4050 in idiopathic pulmonary fibrosis and Alström syndrome, as well as on plasminogen. This allows us to focus our resources, save costs, and work toward partnership activities to increase our cash runway further.”

Small Molecule Therapeutics Highlights

 

   

PBI-4050 - Mechanism of action and the discovery of a new antifibrotic pathway was published in the American Journal of Pathology

 

   

PBI-4050 - Clearance by the US Food and Drug Administration (FDA) for pivotal Phase 3 trial in patients with idiopathic pulmonary fibrosis (IPF), prioritizing IPF as one of our top indications along with Alström syndrome

 

   

PBI-4050 - Clinical activity sustained over 52 weeks with reversal of heart and liver fibrosis in Alström syndrome subjects

 

   

PBI-4547 - To be advanced in the clinic with a focus on liver fibrosis and metabolic diseases

Plasma Derived Therapeutics Highlights

 

   

RyplazimTM (plasminogen) - Comprehensive plan developed to address BLA chemistry, manufacturing and controls (CMC) changes requested by FDA

 

   

Inter-Alpha Inhibitor Proteins (IaIp) - Orphan drug and rare pediatric designations secured from the FDA

2018 First Quarter Financial Results

Revenues

Total revenues for the first quarter ended March 31, 2018 were $4.3 million compared to $4.9 million for the first quarter ended March 31, 2017. Revenues from the sale of goods amounted to $3.8 million for the first quarter ended March 31, 2018, compared to $4.4 million for the quarter ended March 31, 2017.

Net Loss

The Corporation incurred a net loss of $34.6 million for the quarter ended March 31, 2018 compared to a net loss for the quarter ended March 31, 2017 of $29.1 million. The increase in net loss year over year is mainly due to the increased finance costs of $2.9 million, the plasma inventory write-down of $1.5 million included in the cost of sales and other production expenses, the reduced margin contribution on the sale of bioseparations products, and the increase in administration, selling and marketing expenses. This was partially offset by the decrease in R&D expenses of $2.0 million during the quarter ended March 31, 2018 compared to the corresponding period in 2017.

 

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Research and Development (R&D)

The Corporation incurred total R&D costs of $22.4 million for the quarter ended March 31, 2018 compared to $24.4 million for the first quarter ended March 31, 2017. R&D expenses include the cost to manufacture plasma-derived therapeutics and small molecule therapeutics to be used in clinical trials and for the development of our production processes. The plasma-derived therapeutics are produced at the Laval plant and the Winnipeg Contract Manufacturing Organization (CMO) where as the small molecule therapeutics are manufactured by a third party pharmaceutical contract manufacturing organization for Prometic. The manufacturing and purchase cost of these therapeutics was $6.3 million during the quarter ended March 31, 2018 compared to $9.2 million during the quarter ended March 31, 2017. The decrease is mainly due to a reduction in production activities during the quarter ended March 31, 2018 compared to the same period in 2017.

Other R&D expenses were $16.1 million during the quarter ended March 31, 2018 compared to $15.2 million for the corresponding period in 2017. The increase of $1.0 million is partially due to an increase in employees working on the clinical trials and at our research centers and in pre-clinical studies of $0.8 million. These increases were partially offset by a decrease in Contract Research Organizations (“CRO”) and investigator expenses by $0.4 million.

Administration, Sales & Marketing

Administration, selling and marketing expenses amounted to $7.7 million during the first quarter ended March 31, 2018 compared to $6.9 million during the first quarter ended March 31, 2017. The increase as compared to the first quarter of 2017 was due to the increase in salaries and benefits resulting from an overall increase in headcount, reflecting the build-up of the infrastructure in order to support the eventual sale of commercial product.

Finance Costs

Finance costs were $4.2 million for the quarter ended March 31, 2018 compared to $1.4 million during the corresponding period of 2017, representing an increase of $2.9 million. This increase reflects the higher level of debt during the quarter ended March 31, 2018 compared to the same period of 2017, reflecting the increase in the OID loans and the amounts drawn on the non- revolving credit facility agreement. Total long-term debt on the consolidated statement of financial position was $110.0 million at March 31, 2018 compared to $48.4 million at March 31, 2017.

 

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Additional Information in Respect to the First Quarter Ended March 31, 2018

Prometic’s MD&A and condensed interim consolidated financial statements for the quarter ended March 31, 2018 will be filed on SEDAR (http://www.sedar.com) and will be available on the Company’s website at www.prometic.com.

About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is a biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (small molecule therapeutics) stems from the discovery of two receptors which we believe are at the core of how the body heals: namely, promoting tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is expected to enter pivotal phase 3 clinical trials for the treatment of Idiopathic Pulmonary Fibrosis (IPF). The second drug discovery and development platform (plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen). We are also leveraging this platform’s higher recovery yield potential to advance established plasma-derived therapeutics such as Intravenous Immunoglobulin (IVIG). Furthermore, the Corporation is continuing to secure its plasma supply through the execution of third party contracts and expansion of its own collection activities for its plasma processing needs. The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

We are headquartered in Laval, Quebec (Canada) and have R&D facilities in Canada, the United Kingdom (“UK”) and the United States (“USA”), manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the USA, Europe and Asia.

 

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Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2017, under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

For further information please contact:

Corporate Contacts:

Pierre Laurin

President and CEO

Prometic Life Sciences Inc.

p.laurin@prometic.com

450.781.0115

Frederic Dumais

Senior Director, Communications & Investor Relations

Prometic Life Sciences Inc.

f.dumais@prometic.com

450-781-0115

Investor Contact:

Bob Yedid

LifeSci Advisors

bob@lifesciadvisors.com

646-597-6989

 

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Media Contact:

Matt Middleman, M.D.

LifeSci Public Relations

matt@lifescipublicrelations.com

646-627-8384

 

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Exhibit 99.77

 

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Press Release

for immediate release

PROMETIC RECEIVES RARE PEDIATRIC DISEASE DESIGNATION FROM U.S. FDA FOR SMALL MOLECULE DRUG CANDIDATE, PBI-4050

 

   

Rare Pediatric Disease Designation granted for the treatment of patients with Alström syndrome

 

   

Third Rare Pediatric Disease Designation obtained by Prometic

LAVAL, QUEBEC, CANADA, – August 7, 2018 – Prometic Life Sciences Inc. (TSX: PLI) (OTCQX: PFSCF) (“Prometic”) today announced that the U.S. Food and Drug Administration (FDA) has granted a Rare Pediatric Disease Designation to its small molecule drug candidate, PBI-4050, for the treatment of Alström syndrome (AS). In addition to the Rare Pediatric Disease Designation, PBI-4050 was previously granted Orphan Drug Designation by the FDA and the EMA for the treatments of AS and idiopathic pulmonary fibrosis (IPF) as well as PIM (Promising Innovative Medicine) designation by the Medicines and Healthcare products Regulatory Agency (MHRA) for the treatment of IPF and AS.

“This is the first pediatric designation granted by the FDA to our small molecule drug candidate PBI-4050 and the third overall, following the previous two granted for our plasma-derived therapeutics candidates. This highlights the depth and value of our two drug discovery platforms,” said Mr. Pierre Laurin, President and Chief Executive Officer of Prometic. “We look forward to discussing the potential regulatory approval pathway to bring this innovative therapy to pediatric patients with Alström syndrome during our upcoming meeting with the FDA.”

The FDA grants Rare Pediatric Disease Designations for serious or life-threatening diseases wherein the serious or life-threatening manifestations primarily affect individuals aged from birth to 18 years, including age groups often called neonates, infants, children, and adolescents. If and when approved, Prometic’s PBI-4050 could be eligible to receive a rare pediatric disease priority review voucher.

 

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More about Alström syndrome:

Alström syndrome is a rare inherited autosomal recessive syndrome characterized by the onset of obesity in childhood or adolescence, Type 2 diabetes, often with severe insulin resistance, dyslipidemia, hypertension and severe multi-organ fibrosis involving the liver, kidney and heart. Alström syndrome is also characterized by a progressive loss of vision and hearing, a form of heart disease that weakens the heart muscle (dilated cardiomyopathy), and short stature. This disorder can also cause serious or life-threatening medical problems involving the liver, kidneys, bladder, and lungs. The clinical manifestations of Alström syndrome vary in severity, and not all affected individuals have all of the features associated with the disorder.

More about PBI-4050

PBI-4050 is an orally active lead drug candidate with excellent safety and efficacy profiles demonstrated in a large number of animal models of fibrosis affecting different organs, including the lung, liver, heart, kidney, and pancreas. The effects of PBI-4050 demonstrated in animal models have been replicated in Phase 2 studies in idiopathic pulmonary fibrosis (IPF), in metabolic syndrome with type 2 diabetes and in Alström syndrome. PBI-4050 is entering pivotal placebo-controlled Phase 3 clinical trials for the treatment of IPF and has already begun placebo-controlled Phase 2 trials in metabolic syndrome and type 2 diabetes patients.

About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF) biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (small molecule therapeutics) stems from the discovery of two receptors which we believe are at the core of how the body heals: namely, promoting tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is expected to enter pivotal phase 3 clinical trials for the treatment of Idiopathic Pulmonary Fibrosis (IPF). The second drug discovery and development platform (plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen). We are also leveraging this platform’s higher recovery yield potential to advance established plasma-derived therapeutics such as Intravenous Immunoglobulin (IVIG). Furthermore, the Corporation is continuing to secure its plasma supply through the execution of third party contracts and expansion of its own collection activities for its plasma processing needs. The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

 

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We are headquartered in Laval, Quebec (Canada) and have R&D facilities in Canada, the United Kingdom (“UK”) and the United States (“USA”), manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the USA, and Europe.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2017 under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

For further information please contact:

Corporate Contacts:

Pierre Laurin

President and CEO

Prometic Life Sciences Inc.

p.laurin@prometic.com

450.781.0115

 

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Frederic Dumais

Senior Director, Communications & Investor Relations

Prometic Life Sciences Inc.

f.dumais@prometic.com

450-781-0115

Investor Contact:

Bob Yedid

LifeSci Advisors

bob@lifesciadvisors.com

646-597-6989

Media Contact:

Matt Middleman, M.D.

LifeSci Public Relations

matt@lifescipublicrelations.com

646-627-8384

 

 

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Exhibit 99.78

 

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Press Release

for immediate release

PROMETIC REPORTS SECOND QUARTER 2018 FINANCIAL RESULTS AND HIGHLIGHTS

 

   

Advanced multiple initiatives aimed at extending cash runway, including ongoing partnering discussions related to both PBI-4050 and RyplazimTM (plasminogen)

 

   

Submitted plan to FDA regarding filing of the amended BLA for RyplazimTM (plasminogen)

 

   

Q2 revenues of $20.2 million, and net loss of $33.1 million. R&D and Admin costs down from the same period in 2017.

 

   

Received Rare Pediatric Disease Designation for PBI-4050 from the FDA for the treatment of Alström Syndrome

 

   

Presented new clinical data for PBI-4050 and PBI-4547 in liver fibrosis and for IVIG in PIDD demonstrating signs of positive clinical activity at several scientific conferences

LAVAL, QUEBEC, CANADA – August 14, 2018 – Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (Prometic or the Corporation) reported today its unaudited financial results for the second quarter ended June 30, 2018.

“During the second quarter, the corporation made significant progress advancing its corporate action plan that was introduced during the annual shareholders meeting in May 2018,” said Pierre Laurin, President and Chief Executive Officer of Prometic. “Notably, Prometic submitted its plan to the FDA regarding the design and implementation of the required additional in- process controls and assays related to its RyplazimTM (plasminogen) Biologics License Application (BLA). The FDA’s feedback following a review meeting in September will be used to confirm the remaining work to be completed and the associated timelines. We remain committed and focused to gaining the FDA’s approval of RyplazimTM (plasminogen). We continue our PBI-4050 and RyplazimTM (plasminogen) discussions with interested parties in order to conclude partnerships that will provide us with greater financial and operational flexibility. Finally, we met with the FDA today to discuss the regulatory pathway for our anti-fibrotic drug candidate, PBI-4050, for the treatment of Alström syndrome, for which we recently received a Rare Pediatric Disease Designation.”

 

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Commenting on the second quarter 2018 financial results, Bruce Pritchard, Prometic’s Chief Operating Officer and Chief Financial Officer, said, “During the second quarter of 2018, we generated $14.0 million of cash from the sale of plasma inventory. We used $44.9 million to fund operations through the first half of the year and remain confortable with the full- year operating cash usage guidance that we provided at the annual shareholders meeting in May. Also, as previously mentioned, we are actively pursuing multiple initiatives to strengthen our balance sheet and extend our cash runway through value-creating milestones. In the meantime, we will continue to carefully manage our resources and control our costs.”

Corporate Highlights

 

   

Appointed Mr. Bruce Wendel as Chief Business Development Officer

Small Molecule Therapeutics Highlights

 

   

PBI-4050 – Presented new clinical data at the International Liver Congress 2018 suggesting positive clinical activity observed in Alström patients with signs of improved liver function and reduced fibrosis in fat tissues

 

   

PBI-4050 – Presented new clinical data at the American Thoracic Society 2018 conference suggesting positive clinical activity was observed on blood biomarkers known to have anti-fibrotic activity

 

   

PBI-4547 – Presented new pre-clinical data at the American Diabetes Association scientific sessions suggesting the potential activity of PBI-4547 offers the potential to successfully address significant unmet medical needs in liver fibrosis, nonalcoholic steatohepatitis, nonalcoholic fatty liver disease, obesity and diabetes

Plasma-Derived Therapeutics Highlights

 

   

RyplazimTM (Plasminogen)—Submitted plan to FDA regarding the list of items outlined by the FDA, the design and implementation of required additional in-process controls and assays related to the Company’s RyplazimTM (plasminogen) BLA

 

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IVIG – Achieved clinical primary and secondary endpoints in a pivotal phase 3 trial that also demonstrated safety and efficacy data comparable to existing commercial IVIG products, with no significant drug related safety issues.

2018 Second Quarter Financial Results

Revenues

Total revenues for the second quarter ended June 30, 2018 were $20.2 million compared to $3.6 million for the second quarter ended June 30, 2017. Total revenues for the six months ended June 30, 2018 were $24.4 million compared to $8.5 million for the comparable period in 2017. The increase was largely driven by $14.0 million from the sale of plasma inventory in the second quarter ended June 30, 2018. Due to the change in the production forecast resulting from the delay of the Ryplazim (plasminogen) BLA approval, the Corporation opted to sell this inventory and utilize the cash proceeds in its operations. Third party revenues from the sale of bioseparation products totaled $5.7 million for the second quarter ended June 30, 2018, compared to $2.9 million for the quarter ended June 30, 2017. Third party revenues from the sale of bioseparation products amounted to $9.4 million for the six months ended June 30, 2018, compared to $7.0 million for the six months ended June 30, 2017.

Cost of sales and other production expenses

Cost of sales and other production expenses were $16.4 million for the second quarter ended June 30, 2018 compared to $1.6 million for the corresponding period in 2017, representing an increase of $14.9 million. Cost of sales and other production expenses were $ 21.2 million during the six months ended June 30, 2018 compared to $3.9 million for the corresponding period in 2017, representing an increase of $17.2 million. The increase was due primarily to the cost of the plasma inventory sold of $15.5 million.

Research and Development (R&D)

Total R&D expenses were $24.0 million for the second quarter ended June 30, 2018 compared to $ 24.5 million for the second quarter ended June 30, 2017. Total R&D expenses were $46.4 million for the six months ended June 30, 2018 compared to $48.9 million for the corresponding period in 2017, representing a decrease of $2.5 million.

Administration, Sales & Marketing

Administration, selling and marketing expenses were $6.9 million for the second quarter ended June 30, 2018 compared to $8.1 million for the second quarter ended June 30, 2017. The $1.1 million decrease was due to a reduction in consulting fees and employee compensation expenses. Administration, selling and marketing expenses declined slightly to $14.6 million during the six months ended June 30, 2018 compared to $15.0 million for the corresponding period in 2017.

 

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Finance Costs

Finance costs were $5.3 million for the second quarter ended June 30, 2018 compared to $1.9 million during the corresponding period of 2017, representing an increase of $3.5 million. Finance costs were $9.6 million for the six months ended June 30, 2018 compared to $3.2 million during the corresponding period of 2017, representing an increase of $6.3 million. This increase reflects higher debt levels during the six months ended June 30, 2018 compared to the same period of 2017 and the higher cost of borrowing on the non-revolving credit facility.

Net Loss

Prometic incurred a net loss of $33.1 million for the second quarter ended June 30, 2018 compared to a net loss of $31.5 million for the second quarter ended June 30, 2017. Prometic incurred a net loss of $67.7 million for the six months ended June 30, 2018 compared to a net loss of $60.6 million for the corresponding period of 2017. The net loss for the first six months of 2018 includes financing costs of $9.6 million as well as the write-down of $1.5 million of inventory. This increase in net loss was partially offset by a $2.5 million decrease in R&D during the first six months of 2018 as compared to the corresponding period in 2017.

Conference Call Information

Prometic will host a conference call at 11:00 am (ET) on Wednesday August 15, 2018. The telephone numbers to access the conference call are (647) 427-7450 and 1-888- 231-8191 (toll-free). A replay of the call will be available as of Wednesday August 15, 2018 at 2:00 pm. The numbers to access the replay are 1-416-849-0833 and 1-855-859- 2056 (passcode: 9986217). A live audio webcast of the conference call, with slides, will be available through the following : https://event.on24.com/wcc/r/1806852/F2EF7947E1CD3872CD893D6BC3A09039

Additional Information in Respect to the Second Quarter Ended June 30, 2018

Prometic’s MD&A and condensed interim consolidated financial statements for the quarter ended June 30, 2018 will be filed on SEDAR (http://www.sedar.com) and will be available on the Company’s website at www.prometic.com.

 

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About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is a biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (small molecule therapeutics) stems from the discovery of two receptors which we believe are at the core of how the body heals: namely, promoting tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is expected to enter pivotal phase 3 clinical trials for the treatment of Idiopathic Pulmonary Fibrosis (IPF). The second drug discovery and development platform (plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen). We are also leveraging this platform’s higher recovery yield potential to advance established plasma-derived therapeutics such as Intravenous Immunoglobulin (IVIG). Furthermore, the Corporation is continuing to secure its plasma supply through the execution of third party contracts and expansion of its own collection activities for its plasma processing needs. The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

We are headquartered in Laval, Quebec (Canada) and have R&D facilities in Canada, the United Kingdom (“UK”) and the United States (“USA”), manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the USA, Europe and Asia.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the

 

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regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2017, under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

For further information please contact:

Corporate Contacts:

Pierre Laurin

President and CEO

Prometic Life Sciences Inc.

p.laurin@prometic.com

450.781.0115

Frederic Dumais

Senior Director, Communications & Investor Relations

Prometic Life Sciences Inc.

f.dumais@prometic.com

450-781-0115

Investor Contact:

Bob Yedid

LifeSci Advisors

bob@lifesciadvisors.com

646-597-6989

Media Contact:

Matt Middleman, M.D.

LifeSci Public Relations

matt@lifescipublicrelations.com

646-627-8384

 

6    Press Release for immediate release

Exhibit 99.79

 

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Press Release

for immediate release

PROMETIC ANNOUNCES POSITIVE FEEDBACK FROM FDA TYPE-C MEETING ON RYPLAZIMTM (PLASMINOGEN) BLA

 

   

Implementation plan for additional analytical assays and in-process controls confirmed

 

   

Company finalizing process performance qualification (PPQ) protocol in order to proceed with the manufacturing of RYPLAZIM (plasminogen) conformance lots

LAVAL, QUEBEC, CANADA, – October 16, 2018 – Prometic Life Sciences Inc. (TSX: PLI) (OTCQX: PFSCF) (“Prometic” or the “Corporation”) announced today that it has completed a Type C meeting in which the FDA agreed with the Company’s proposed action plan for the implementation of additional analytical assays and in-process controls related to RyplazimTM (plasminogen) manufacturing process. As a result of the feedback received during the Type C meeting, Prometic is finalizing the process performance qualification (PPQ) protocol in anticipation of commencing the manufacturing of additional RyplazimTM (plasminogen) conformance lots.

“We are pleased with the positive outcome of the Type C meeting regarding the plan that we submitted in response to the FDA’s list of items outlined in the CMC section of our RyplazimTM BLA,” said Bruce Pritchard, Chief Operating Officer and Chief Financial Officer of Prometic. “As a result of the feedback received, we will now continue with finalizing the remaining steps necessary to proceed with the running of RYPLAZIM conformance batches.”

“We have worked diligently with our external regulatory consultants to ensure that our proposed CMC changes would be satisfactory to the FDA,” commented Pierre Laurin, President and Chief Executive Officer of Prometic. “We believe that it was prudent and appropriate to first validate our plan with the agency prior to proceeding with the running of the additional conformance lots. We will continue to proceed in a careful and methodical manner and will provide further updates to our shareholders during our regularly-scheduled quarterly results communications.”

 

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About Plasminogen

Plasminogen is a naturally occurring protein that is synthesized by the liver and circulates in the blood. Activated plasminogen, plasmin, is a fundamental component of the fibrinolytic system and is the main enzyme involved in the lysis of blood clots and clearance of extravasated fibrin. Plasminogen therefore is vital in wound healing, cell migration, tissue remodeling, angiogenesis and embryogenesis.

About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF) biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (small molecule therapeutics) stems from the discovery of two receptors which we believe are at the core of how the body heals: namely, promoting tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is expected to enter pivotal phase 3 clinical trials for the treatment of Idiopathic Pulmonary Fibrosis (IPF). The second drug discovery and development platform (plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen). We are also leveraging this platform’s higher recovery yield potential to advance established plasma-derived therapeutics such as Intravenous Immunoglobulin (IVIG). Furthermore, the Corporation is continuing to secure its plasma supply through the execution of third party contracts and expansion of its own collection activities for its plasma processing needs. The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

We are headquartered in Laval, Quebec (Canada) and have R&D facilities in Canada, the United Kingdom (“UK”) and the United States (“USA”), manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the USA, and Europe.

 

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Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2017 under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

For further information please contact:

Corporate Contacts:

Pierre Laurin

President and CEO

Prometic Life Sciences Inc.

p.laurin@prometic.com

450.781.0115

Frederic Dumais

Senior Director, Communications & Investor Relations

Prometic Life Sciences Inc.

f.dumais@prometic.com

450-781-0115

Investor Contact:

Bob Yedid

LifeSci Advisors

bob@lifesciadvisors.com

646-597-6989

 

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Media Contact:

Matt Middleman, M.D.

LifeSci Public Relations

matt@lifescipublicrelations.com

646-627-8384

 

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Exhibit 99.80

 

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Press Release

for immediate release

PROMETIC ANNOUNCES EXTENSION OF DEBT MATURITIES TO 2024

 

   

Maturity Date of Line of Credit to be Extended from November 2019 to September 2024

 

   

Maturity Date of Long-Term (OID) Loans to be Extended from July 2022 to September 2024

LAVAL, QUEBEC, CANADA, – October 29, 2018 – Prometic Life Sciences Inc. (TSX: PLI) (OTCQX: PFSCF) (“Prometic” or the “Corporation”) announced today that it has signed a binding letter of intent with Structured Alpha LP (SALP), an affiliate of Peter J. Thomson’s investment firm, Thomvest Asset Management Inc., to extend the maturity dates of its USD $80 million (CAD $100 million) line of credit and Original Issue Discount Notes (collectively “Debt”).

“The transition from an R&D company into a commercial entity in the life sciences industry is always a challenging endeavour, but we believe Prometic’s unique drug discovery platforms and promising drug candidates such as RyplazimTM (plasminogen) and PBI-4050 have the potential to successfully address serious and large unmet medical needs,” said Stefan Clulow, Managing Director and Chief Investment Officer of Thomvest Asset Management Inc. “We remain convinced that with the right strategic focus and financial support, Prometic possesses all the necessary elements to become a leading force globally in the field of rare and orphan diseases.”

As a result of the extension, the maturity dates of the Debt will be amended to September 2024, requiring no repayment of the sums borrowed until then. Interest will be paid quarterly on the Line of Credit element, as before. There will be no additional interest charges in relation to the Original Issue Discount Notes until after their original maturity date of July 2022. As of August 1, 2022, said notes will be bear an annual interest rate of 10%. As part of the consideration for the extension of the maturity dates for the Debt, Prometic will cancel 100,117,594 existing warrants and grant a new warrant to SALP, bearing a term of 8 years from the closing date and exercisable at a per share price equal to $1.00. The exact number of warrants to be granted will be disclosed at the closing, which number, together with remaining existing warrants and Prometic common shares owned by SALP, will result in its ownership in Prometic increasing from approximately 16.7% to 19.9% on a fully-diluted basis. As part of the extension, Prometic has also agreed to extend the term of the security package. The extension is subject to obtaining TSX approval and closing of the definitive documentation, which the parties expect to achieve in the coming weeks.

 

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Commenting on the debt extension, Pierre Laurin, Prometic’s President and CEO commented, “We are pleased with this strong demonstration of support from Thomvest, our largest shareholder. The extension of the maturity dates, coupled with the structure of the interest payments, provides a significant improvement to the near-term cash requirements of the business. This is the first of a series of initiatives underway to increase the financial flexibility and cash runway necessary to achieve our corporate objectives.”

About Thomvest Asset Management Inc. And Structured Alpha LP

Thomvest Asset Management Inc. is a Toronto-based investment management firm controlled by Peter J. Thomson. Structured Alpha LP is an affiliate of Thomvest Asset Management Inc. that makes structured investments in companies that leverage disruptive technologies and business models to pursue high-growth commercial opportunities. We are committed to the success of our entrepreneur partners. The capital we invest is our own, enabling us to be more creative, flexible, strategic and patient than most investors. It takes time to build great companies and Thomvest and its affiliates are committed to supporting its entrepreneurs throughout their journey. To learn more about Thomvest, please visit us at www.thomvest.com.

About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF) biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (small molecule therapeutics) stems from the discovery of two receptors which we believe are at the core of how the body heals: namely, promoting tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is expected to enter pivotal phase 3 clinical trials for the treatment of Idiopathic Pulmonary Fibrosis (IPF). The second drug discovery and development platform (plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen). We are also leveraging this platform’s higher recovery yield potential to advance established plasma-derived therapeutics such as Intravenous Immunoglobulin (IVIG). The Corporation also

 

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provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

We are headquartered in Laval, Quebec (Canada) and have R&D facilities in Canada, the United Kingdom (“UK”) and the United States (“USA”), manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the USA, and Europe.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2017 under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

For further information please contact:

Corporate Contacts:

Pierre Laurin

President and CEO

Prometic Life Sciences Inc.

p.laurin@prometic.com

450.781.0115

 

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Frederic Dumais

Senior Director, Communications & Investor Relations

Prometic Life Sciences Inc.

f.dumais@prometic.com

450-781-0115

Investor Contact:

Bob Yedid

LifeSci Advisors

bob@lifesciadvisors.com

646-597-6989

Media Contact:

Matt Middleman, M.D.

LifeSci Public Relations

matt@lifescipublicrelations.com

646-627-8384

 

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Exhibit 99.81

 

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Press Release

for immediate release

PROMETIC REPORTS THIRD QUARTER 2018 FINANCIAL RESULTS

AND HIGHLIGHTS

 

   

Extension of maturity dates of Line of Credit and OID Loans to September 2024

 

   

Implementation of cost control measures to significantly reduce operational burn and extend cash runway

 

   

Substantial reduction in R&D costs of up to $30 million in 2019 versus 2018

 

   

Successful Type C meeting with FDA: agreement on proposed plan of action for RyplazimTM (plasminogen) manufacturing process

 

   

Q3 revenues of $12.3 million

 

   

Granted Rare Pediatric Disease Designation by FDA for PBI-4050 to treat Alström Syndrome

LAVAL, QUEBEC, CANADA – November 14, 2018 – Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (Prometic or the Corporation) reported today its unaudited financial results for the third quarter ended September 30, 2018.

“Several initiatives that we have been pursuing during the past quarter should bear fruit in the coming weeks and months,” said Pierre Laurin, Prometic’s President and Chief Executive Officer. “We have implemented cost- control measures to reduce our cash use while at the same time have made significant progress to advance our two lead drug candidates, Ryplazim (plasminogen) and PBI-4050. As previously stated, our current business plan calls for a significant reduction in R&D expenditures of up to $30 million in 2019 as compared to this year’s budget. Our primary objective remains to close the gap between the fundamental enterprise value we have built and our current market valuation by strengthening our financial position through the closing of commercial partnerships and equity-related initiatives.”

 

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Commenting on the third quarter 2018 financial results, Bruce Pritchard, Prometic’s Chief Operating Officer and Chief Financial Officer, said, “We are ahead of target with the financial guidance provided during the AGM in May 2018 and our last few conference calls. We have effectively implemented cost control measures as evidenced by the trending quarterly decrease in R&D, Administration and Sales & Marketing expenses as well as decreases in net loss and cash flows used in operating activities. Cash used in operations year-to-date was $57 M compared to $95 M for the same period in 2017”.

Small Molecule Therapeutics Highlights

 

   

PBI-4050 – Received a Rare Pediatric Disease designation from the US Food and Drug Administration for the treatment of Alström syndrome

 

   

PBI-4050 – Published a paper further elucidating the mechanism of action of its lead drug candidate, PBI-4050, on liver fibrosis in the Journal of Pharmacology and Experimental Therapeutics. The paper entitled “PBI-4050 reduces stellate cell activation and liver fibrosis through modulation of intracellular ATP levels and LKB1-AMPK-mTOR pathway” details the antifibrotic signaling pathway modulated by PBI-4050.

 

   

PBI-4050 – Hosted a Key Opinion Leader meeting in New York on PBI-4050 as a novel treatment for Alström syndrome and non-alcohlic steatohepatitis (NASH).

Plasma-Derived Therapeutics Highlights

RyplazimTM (Plasminogen) - Completed a Type C meeting in which the FDA agreed with the Company’s proposed action plan for the implementation of additional analytical assays and in-process controls related to the RyplazimTM (plasminogen) manufacturing process. As a result of the feedback received during the Type C meeting, Prometic is finalizing the process performance qualification (PPQ) protocols in anticipation of commencing the manufacturing of additional RyplazimTM (plasminogen) conformance lots.

Subsequent Events to Third Quarter 2018

 

   

Closed a deal with Structured Alpha LP (SALP), an affiliate of Thomvest Asset Management Inc., to extend the maturity dates of the USD $80 million (CAD $100 million) line of credit and the Original Issue Discount Notes to September 2024

 

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2018 Third Quarter Financial Results

Revenues

Total revenues for the third quarter ended September 30, 2018 were $12.3 million and $36.8 million for the nine months ended September 30, 2018. Revenues from the sale of goods, representing most of the 2018 revenues to date, were $ 35.3 million during the first nine months ended September 30, 2018 compared to $11 million during the corresponding 2017 period. The $24.3 million increase for 2018 is mainly due to $19.7 million in sales of normal source plasma which occurred in the second and third quarters of 2018 following a change in the production forecast due to the delay of the BLA approval for RyplazimTM (plasminogen). The remainder of the increase of $4.6 million for the nine month period is due to an increase in third party sales in the bioseparation segment. 2018 bioseparation sales are expected to exceed $21 million, which would represent a 30% increase compared to 2017 bioseparation revenues. A comparable level of revenue growth for 2019 is anticipated and is mainly due to the expansion of manufacturing activities by existing clients who utilize Prometic’s products in their production processes, the adoption of products by new clients, the introduction of new products and the continuing expansion of the market for bioseparation products.

Cost of sales and other production expenses

Cost of sales and other production expenses were $9.2 million for the third quarter ended September 30, 2018 compared to $3.8 million for the corresponding period in 2017, representing an increase of $5.5 million. Cost of sales and other production expenses were $ 30.4 million during the nine months ended September 30, 2018 compared to $7.7 million for the corresponding period in 2017, representing an increase of $22.7 million. The increase was due primarily to the cost of the plasma inventory sold.

Research and Development (R&D)

Total R&D expenses were $24.1 million for the third quarter ended September 30, 2018 compared to $23.3 million for the third quarter ended September 30, 2017. Total R&D expenses were $70.5 million for the nine months ended September 30, 2018 compared to $72.2 million for the corresponding period in 2017, representing a decrease of $1.7 million. The completion of the pivotal phase 3 clinical programs for IVIG and for Ryplazim (plasminogen) and termination of non core preclinical and clinical programs will translate into a significant R&D cost reduction in 2019 compared to 2018.

Administration, Sales & Marketing

Administration, selling and marketing expenses were $6.2 million for the third quarter ended September 30, 2018 compared to $7.7 million for the third quarter ended September 30, 2017. The $1.4 million decrease was due to a reduction in consulting fees and employee compensation expenses. Administration, selling and marketing expenses declined slightly at $20.9 million during the nine months ended September 30, 2018 compared to $22.7 million for the corresponding period in 2017.

 

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Finance Costs

Finance costs were $ 5.9 million for the third quarter ended September 30, 2018 compared to $2.1 million during the corresponding period of 2017, representing an increase of $3.8 million. Finance costs were $15.5 million for the nine months ended September 30, 2018 compared to $5.3 million during the corresponding period of 2017, representing an increase of $10.2 million. This increase reflects higher debt levels during the nine months ended September 30, 2018 compared to the same period of 2017

Net Loss

Prometic incurred a net loss of $28.9 million for the third quarter ended September 30, 2018 compared to a net loss of $17.8 million for the third quarter ended September 30, 2017. Prometic incurred a net loss of $96.6 million for the nine months ended September 30, 2018 compared to a net loss of $78.4 million for the corresponding period of 2017. The main reason for the increase in the net loss is that the results for the quarter and the nine months ending September 30, 2017 included $19.7 million in milestone and licensing revenues related to the licensing agreement signed with Jiangsu Renshou Pharmaceutical Co, Ltd.

With the delay of the anticipated launch of its most advanced product, RyplazimTM (plasminogen), the Corporation had to finance its R&D activities via various sources. To date, the Corporation has financed its activities through the sale of products in the bioseparations segment, collaboration arrangements and licensing arrangements, the issuance of debt and equity, operational restructuring as well as investment tax credits. Prometic is currently actively involved in negotiating both equity and equity-linked financing initiatives and continues to be in dialogue with potential licensing partners. Although the Corporation believes that it will be able to obtain the necessary funding as in the past, there can be no assurance of the success of these plans.

Conference Call Information

Prometic will host a conference call at 11:00 am (ET) on Thursday November 15, 2018. The telephone numbers to access the conference call are (647) 427-7450 and 1-888- 231-8191 (toll-free). A replay of the call will be available as of Thursday November 15, 2018 at 2:00 pm. The numbers to access the replay are 1-416-849-0833 and 1-855-859- 2056 (passcode: 1190238). A live audio webcast of the conference call, with slides, will be available through the following :

https://event.on24.com/wcc/r/1875420/A5BAEDCB1DAD05CDD9CCBE59D000BB89

 

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Additional Information in Respect to the Third Quarter Ended September 30, 2018

Prometic’s MD&A and condensed interim consolidated financial statements for the quarter ended September 30, 2018 will be filed on SEDAR (http://www.sedar.com) and will be available on the Company’s website at www.prometic.com.

About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is a biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (small molecule therapeutics) stems from the discovery of two receptors which we believe are at the core of how the body heals: namely, promoting tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is expected to enter pivotal phase 3 clinical trials for the treatment of Idiopathic Pulmonary Fibrosis (IPF). The second drug discovery and development platform (plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen). We are also leveraging this platform’s higher recovery yield potential to advance established plasma-derived therapeutics such as Intravenous Immunoglobulin (IVIG). The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

We are headquartered in Laval, Quebec (Canada) and have R&D facilities in Canada, the United Kingdom (“UK”) and the United States (“USA”), manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the USA, Europe and Asia.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or

 

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unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2017, under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

For further information please contact:

Corporate Contacts:

Pierre Laurin

President and CEO

Prometic Life Sciences Inc.

p.laurin@prometic.com

450.781.0115

Frederic Dumais

Senior Director, Communications & Investor Relations

Prometic Life Sciences Inc.

f.dumais@prometic.com

450-781-0115

Investor Contact:

Bob Yedid

LifeSci Advisors

bob@lifesciadvisors.com

646-597-6989

Media Contact:

Matt Middleman, M.D.

LifeSci Public Relations

matt@lifescipublicrelations.com

646-627-8384

 

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Exhibit 99.82

 

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Press Release

for immediate release

PROMETIC CLOSES ITS EXTENSION OF DEBT MATURITIES TO 2024

 

   

Maturity Dates of the Line of Credit and Long-Term (OID) Loans extended to September 2024

 

   

One of a number of measures underway to extend cash runway

 

   

Significant reduction in R&D costs of up to $30 million in 2019

LAVAL, QUEBEC, CANADA, – November 14, 2018 – Prometic Life Sciences Inc. (TSX: PLI) (OTCQX: PFSCF) (“Prometic” or the “Corporation”) announced today that it has closed the transaction previously disclosed on October 29, 2018 with Structured Alpha LP (SALP), an affiliate of Peter J. Thomson’s investment firm, Thomvest Asset Management Inc., extending the maturity dates of its USD $80 million (CAD $100 million) line of credit and Original Issue Discount Notes (collectively the “Debt”) to September 2024.

“As previously stated, the extension of the maturity dates of the Debt is part of a series of initiatives being pursued to extend our cash runway to enable us to close the gap between the fundamental enterprise value we have built and our current market valuation”, said Pierre Laurin, Prometic’s President and CEO. “Having successfully completed our pivotal phase 3 clinical programs for IVIG and Ryplazim (plasminogen), we will be making a significant reduction in R&D costs of up to $30 million in 2019 compared to this year. The combination of additional cost-control measures and expected growth in revenues in 2019 will further contribute to reducing Prometic’s burn rate going forward. We will also further strengthen our financial position through the closing of commercial partnerships and equity-related initiatives”.

The Transaction reflects the terms previously disclosed by Prometic. As a result of the transaction, the maturity dates of the Debt have been extended to September 2024. Interest will continue to be paid quarterly on the Line of Credit. There will be no additional interest charges in relation to the Original Issue Discount Notes until their original maturity date of July 31, 2022. As of July 31, 2022, said notes will be restructured into cash paying loans bearing an annual interest rate of 10%.

 

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As previously disclosed, as part of the consideration for the extension of the maturity dates for the Debt, Prometic will cancel 100,117,594 existing warrants and grant new warrants to SALP, bearing a term of 8 years and exercisable at a per share price equal to $1.00. The exact number of warrants to be granted will be set at a number that will result in SALP having a 19.99% fully-diluted ownership level in Prometic upon grant of the warrants to be completed no later than December 27, 2018.

About Thomvest Asset Management Inc. And Structured Alpha LP

Thomvest Asset Management Inc. is a Toronto-based investment management firm controlled by Peter J. Thomson. Structured Alpha LP is an affiliate of Thomvest Asset Management Inc. that makes structured investments in companies that leverage disruptive technologies and business models to pursue high-growth commercial opportunities. We are committed to the success of our entrepreneur partners. The capital we invest is our own, enabling us to be more creative, flexible, strategic and patient than most investors. It takes time to build great companies and Thomvest and its affiliates are committed to supporting its entrepreneurs throughout their journey. To learn more about Thomvest, please visit us at www.thomvest.com.

About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF) biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (small molecule therapeutics) stems from the discovery of two receptors which we believe are at the core of how the body heals: namely, promoting tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is expected to enter pivotal phase 3 clinical trials for the treatment of Idiopathic Pulmonary Fibrosis (IPF). The second drug discovery and development platform (plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen). We are also leveraging this platform’s higher recovery yield potential to advance established plasma-derived therapeutics such as Intravenous Immunoglobulin (IVIG). The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

 

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We are headquartered in Laval, Quebec (Canada) and have R&D facilities in Canada, the United Kingdom (“UK”) and the United States (“USA”), manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the USA, and Europe.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2017 under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

For further information please contact:

Corporate Contacts:

Pierre Laurin

President and CEO

Prometic Life Sciences Inc.

p.laurin@prometic.com

450.781.0115

 

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Frederic Dumais

Senior Director, Communications & Investor Relations

Prometic Life Sciences Inc.

f.dumais@prometic.com

450-781-0115

Investor Contact:

Bob Yedid

LifeSci Advisors

bob@lifesciadvisors.com

646-597-6989

Media Contact:

Matt Middleman, M.D.

LifeSci Public Relations

matt@lifescipublicrelations.com

646-627-8384

 

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Exhibit 99.83

 

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Press Release for

immediate release

PROMETIC PROVIDES CORPORATE UPDATE

LAVAL, QUEBEC, CANADA, – November 28, 2018 – Prometic Life Sciences Inc. (TSX: PLI) (OTCQX: PFSCF) (“Prometic” or the “Corporation”) has previously announced a series of initiatives to lengthen its cash runway to better position the Corporation to achieve its objectives. These include a significant reduction in the Corporation’s cash use in 2019, driven in part by significant growth in its bioseparation revenues, a reduction of anticipated R&D expenditures by up to $30 million as compared to projected 2018 levels, as well as the extension of the maturity dates of all of the Corporation’s outstanding debt with Structured Alpha LP to September 2024. While the Corporation continues to pursue sources of non-dilutive funding, including potential commercial and partnering transactions to strengthen its financial position, it also disclosed that it is pursuing several equity and equity-related financing initiatives in parallel.

Today, Prometic announces the closing of one such initiative by entering into an At-The-Market (“ATM”) equity distribution agreement (the “Equity Agreement”) with Canaccord Genuity Corp. acting as agent (the “Agent”). The ATM program allows the Corporation, at its sole discretion, subject to the conditions set forth in the Equity Agreement, to issue small tranches of common shares from treasury, at prevailing prices and in appropriate market conditions with an aggregate gross sales amount of up to $50 million over the course of the next 16 months.

“We believe the addition of an ATM program represents an appropriate potential source of additional capital that complements our ongoing efforts to extend our cash resources” commented Pierre Laurin, President and Chief Executive Officer of Prometic. “Multiple options to access reasonably-priced capital are key to the continued development of our core assets, in order to enhance our enterprise value. From a broader perspective, with this ATM in place, we believe we will be able to attract further investment either through non-dilutive business development deals or through equity at more favorable terms.”

Bruce Pritchard, Prometic’s Chief Operating Officer and Chief Financial Officer noted, “This ATM program allows us to access additional capital when market conditions are more favorable, thereby minimizing associated costs. The net proceeds generated from this program will help fund our ongoing operations, advance our lead drug candidates and programs towards regulatory approval and negotiate potential partnership agreements from a stronger financial position. We continue to work on other equity and equity-related initiatives to strengthen the financial situation and will disclose those as they close.”

 

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In connection with the ATM program, Prometic has filed a Prospectus supplement dated November 27, 2018 (the “Prospectus Supplement”) which supplements Prometic’s Canadian short form base shelf prospectus dated March 14, 2018 (the “Base Shelf Prospectus”).

A copy of the Prospectus Supplement will be available on SEDAR at www.sedar.com or may be obtained upon request to Prometic’s Investor Relations Department using the contact information set out below.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the applicable securities laws of any such jurisdiction.

About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF) biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (small molecule therapeutics) stems from the discovery of two receptors which we believe are at the core of how the body heals: namely, promoting tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is expected to enter pivotal phase 3 clinical trials for the treatment of Idiopathic Pulmonary Fibrosis (IPF). The second drug discovery and development platform (plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen). We are also leveraging this platform’s higher recovery yield potential to advance established plasma-derived therapeutics such as Intravenous Immunoglobulin (IVIG). The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

 

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We are headquartered in Laval, Quebec (Canada) and have R&D facilities in Canada, the United Kingdom (“UK”) and the United States (“USA”), manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the USA, and Europe.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2017 under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

For further information please contact:

Corporate Contacts:

Pierre Laurin

President and CEO

Prometic Life Sciences Inc.

p.laurin@prometic.com

450.781.0115

 

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Frederic Dumais

Senior Director, Communications & Investor Relations

Prometic Life Sciences Inc.

f.dumais@prometic.com

450-781-0115

Investor Contact:

Bob Yedid

LifeSci Advisors

bob@lifesciadvisors.com

646-597-6989

Media Contact:

Matt Middleman, M.D.

LifeSci Public Relations

matt@lifescipublicrelations.com

646-627-8384

 

4    Press Release for immediate release

Exhibit 99.84

 

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Press Release

for immediate release

PROF. SIMON BEST APPOINTED INTERIM CEO OF PROMETIC LIFE SCIENCES

LAVAL, QUEBEC, CANADA, – December 19th, 2018 – The Board of Directors of Prometic Life Sciences Inc. (TSX: PLI) (OTCQX: PFSCF) (“Prometic” or the “Corporation”) announced today that it has named Prof. Simon Best as Interim Chief Executive Officer, effective immediately. Prof. Best has been the Chairman of the Prometic Board of Directors since May 2014 and has over 30 years of global life sciences expertise with a focus on business development, strategic planning and product commercialization. He has served as CEO of several biotech companies and as both Vice-Chair of the US Biotechnology Industry Organisation (BIO) and Chair of the UK BioIndustry Association (BIA).

Dr. Best succeeds Mr. Pierre Laurin who has stepped down from his management and board responsibilities, effective immediately. The Corporation is appointing a top-tier global search firm to commence the search for a permanent CEO.

“We recognize and deeply appreciate the valuable contribution that Pierre has made in founding and building Prometic over 24 years. Under his leadership, Prometic advanced its lead assets Ryplazim and PBI-4050 towards commercialization and he has endowed Prometic with a rich pipeline of promising follow-up compounds,” says Prof. Best. “We are pleased that Pierre has agreed to support Prometic during the transition to new leadership. I also thank the Prometic management team and our very capable staff worldwide for their critical contributions and continued dedication to the tasks at hand, and we are excited to undertake a fresh look at our strategy to increase and unlock value for shareholders.”

The Corporation is also pleased to announce that Mr. Zachary Newton has been appointed to the Board of Directors as the second designee of Structured Alpha LP, an affiliate of Thomvest Asset Management Inc.

“I look forward to supporting Prometic in its leadership transition and evaluation of a new strategic direction,” says Mr. Newton. “Prof. Best and his management team have Thomvest’s full support, and we are confident in Prometic’s future.”

 

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“I am pleased to welcome Mr. Newton, who will bring senior-level strategic and financial expertise, along with working knowledge of Prometic, that will be of great support during this transitionary time,” adds Prof. Best. “The Board is committed to ensuring that there is no loss of momentum in completing the additional work required to re-submit the Ryplazim BLA, the timely submission of an IND for the Ph III pivotal clinical trial of PBI-4050 in Alstrom Syndrome and continued business development initiatives.”

Prof. Best will be participating in a conference call for analysts today, December 19, 2018 at 10:00 a.m. EST. Details for the call are:

Phone: (647) 427-7450 or 1-(888) 231-8191 (toll-free)

Online: https://event.on24.com/wcc/r/1905125/F7129563B33231E3F7830FED74A4F6CC

A replay of the call will be available as of Wednesday, December 19, 2018 at 3:00 pm. The numbers to access the replay are (416) 849-0833 and 1-(855) 859-2056 (passcode: 9359889). The replay will be available until December 26, 2018 at 12:00am. About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is a publicly traded (TSX symbol: PLI) (OTCQX symbol: PFSCF) biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (small molecule therapeutics) stems from the discovery of two receptors which we believe are at the core of how the body heals: namely, promoting tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is expected to enter pivotal phase 3 clinical trials for the treatment of Alstrom Syndrome (AS). The second drug discovery and development platform (plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen). We are also leveraging this platform’s higher recovery yield potential to advance established plasma- derived therapeutics such as Intravenous Immunoglobulin (IVIG). The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

 

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We are headquartered in Laval, Quebec (Canada) and have R&D facilities in Canada, the United Kingdom (“UK”) and the United States (“USA”), manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the USA, and Europe.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2017 under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

For further information please contact:

Corporate Contacts:

Prof. Simon Best

Chairman of the Board

Prometic Life Sciences Inc.

s.best@prometic.com

450.781.0115

 

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Frederic Dumais

Senior Director, Communications & Investor Relations

Prometic Life Sciences Inc.

f.dumais@prometic.com

450-781-0115

Media Contact:

Maggie Hall

Kaiser Lachance Communication

maggie.hall@kaiserlachance.com

647.725.2520 ext. 223

 

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Exhibit 99.85

 

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Press Release

for immediate release

PROMETIC SECURES ADDITIONAL USD $10 MILLION (CAD $13.2 MILLION) TRANCHE FROM STRUCTURED ALPHA LP, AN AFFILIATE OF THOMVEST ASSET MANAGEMENT INC., UNDER ITS EXISTING CREDIT FACILITIES

LAVAL, QUEBEC, CANADA – February 25, 2019 – Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (“Prometic” or the “Corporation”) announced today that it has secured an additional USD $10 million (CAD $13.2 million) tranche from Structured Alpha LP (“SALP”), an affiliate of Thomvest Asset Management Inc., under the existing loan agreement originally entered into with SALP in November 2017. Other than the extension of this additional tranche, the provisions of the existing credit facilities with SALP remain in full force and effect.

About Thomvest Asset Management Inc. And Structured Alpha LP

Thomvest Asset Management Inc. is a Toronto-based investment management firm controlled by Peter J. Thomson. Structured Alpha LP is an affiliate of Thomvest Asset Management Inc. that makes structured investments in companies that leverage disruptive technologies and business models to pursue high-growth commercial opportunities. We are committed to the success of our entrepreneur partners. The capital we invest is our own, enabling us to be more creative, flexible, strategic and patient than most investors. It takes time to build great companies and Thomvest and its affiliates are committed to supporting its entrepreneurs throughout their journey. To learn more about Thomvest, please visit us at www.thomvest.com.

About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is a biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (small molecule therapeutics) stems from the discovery of two receptors which we believe are at the core of how the body heals: namely, promoting tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is expected to enter pivotal phase 3 clinical trials for the treatment of Alström syndrome. The second drug discovery and development platform (plasma-derived

 

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therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen). We are also leveraging this platform’s higher recovery yield potential to advance novel and established plasma-derived therapeutics. The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

We are headquartered in Laval, Quebec (Canada) and have R&D facilities in Canada, the United Kingdom (“UK”) and the United States (“USA”), manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the USA, Europe and Asia.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2017, under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

 

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For further information please contact:

Corporate Contacts:

Simon Best

Chairman and CEO

Prometic Life Sciences Inc.

s.best@prometic.com

450.781.0115

Frederic Dumais

Senior Director, Communications & Investor Relations

Prometic Life Sciences Inc.

f.dumais@prometic.com

450-781-0115

Investor Contact:

Bob Yedid

LifeSci Advisors

bob@lifesciadvisors.com

646-597-6989

Media Contact:

Matt Middleman, M.D.

LifeSci Public Relations

matt@lifescipublicrelations.com

646-627-8384

 

3    Press Release for immediate release

Exhibit 99.86

 

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Press Release

for immediate release

PROMETIC SECURES ADDITIONAL USD $5 MILLION (CAD $6.7 MILLION) TRANCHE FROM STRUCTURED ALPHA LP, AN AFFILIATE OF THOMVEST ASSET MANAGEMENT INC., UNDER ITS EXISTING CREDIT FACILITIES

LAVAL, QUEBEC, CANADA – March 25, 2019 – Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (“Prometic” or the “Corporation”) announced today that it has secured an additional USD $5 million (CAD $6.7 million) tranche from Structured Alpha LP (“SALP”), an affiliate of Thomvest Asset Management Inc., under the existing loan agreement originally entered into with SALP in November 2017. The proceeds of this loan extension will be used to satisfy the near-term cash requirements of the Corporation.

About Thomvest Asset Management Inc. And Structured Alpha LP

Thomvest Asset Management Inc. is a Toronto-based investment management firm controlled by Peter J. Thomson. Structured Alpha LP is an affiliate of Thomvest Asset Management Inc. that makes structured investments in companies that leverage disruptive technologies and business models to pursue high-growth commercial opportunities. We are committed to the success of our entrepreneur partners. The capital we invest is our own, enabling us to be more creative, flexible, strategic and patient than most investors. It takes time to build great companies and Thomvest and its affiliates are committed to supporting its entrepreneurs throughout their journey. To learn more about Thomvest, please visit us at www.thomvest.com.

About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is a biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (small molecule therapeutics) stems from the discovery of two receptors which we believe are at the core of how the body heals: namely, promoting tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is expected to enter pivotal phase 3 clinical trials for the treatment of Alström syndrome. The second drug discovery and development platform (plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to

 

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isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen). We are also leveraging this platform’s higher recovery yield potential to advance novel and established plasma-derived therapeutics. The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

We are headquartered in Laval, Quebec (Canada) and have R&D facilities in Canada, the United Kingdom (“UK”) and the United States (“USA”), manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the USA, Europe and Asia.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2017, under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

 

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For further information please contact:

Corporate Contacts:

Simon Best

Chairman and interim CEO

Prometic Life Sciences Inc.

s.best@prometic.com

450.781.0115

Frederic Dumais

Senior Director, Communications & Investor Relations

Prometic Life Sciences Inc.

f.dumais@prometic.com

450-781-0115

 

3    Press Release for immediate release

Exhibit 99.87

 

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Press Release

for immediate release

PROMETIC REPORTS FOURTH QUARTER AND 2018 YEAR-END

FINANCIAL RESULTS

 

   

Total revenues for 2018 of $47.4 million compared to $39.1 million in 2017

 

   

Significant increase in bioseparation 2018 revenues to $22.7 million, a 35% increase over 2017

 

   

Net loss of $ 237.9 million for the year ended December 31, 2018 includes a non-cash writedown of intangible assets related to IVIG of $ 150.0 million

 

   

Near-term financing shortfall requires urgent action to restructure the Corporation’s indebtedness and raise capital

LAVAL, QUEBEC, CANADA – April 1, 2019 – Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (Prometic or the Corporation) reported today its financial results for the fourth quarter and year-ended December 31, 2018.

2018 Fourth Quarter and Year-End Financial Results

Revenues

Total revenues for the year ended December 31, 2018 were $47.4 million compared to $39.1 million during the comparative period of 2017, which represents an increase of $8.3 million. Total revenues for the quarter ended December 31, 2018 were $ 10.6 million compared to $6.6 million during the comparative period of 2017, representing an increase of $4.0 million.

Revenues from the sale of goods were $45.6 million during the year ended December 31, 2018 compared to $16.5 million during the corresponding period of 2017, representing an increase of $ 29.1 million. The increased sales revenues for 2018 were mainly due to $22.8 million in sales of normal source plasma. The Corporation decided to sell this inventory as a result of the change in the production forecast due to the delay of the Biologics License Application (“BLA”) approval for Ryplazim (plasminogen), (“RyplazimTM”). The remainder of the increase is mainly due to an increase in third party sales in the Bioseparations segment of $5.9 million.

 

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Revenues from the sale of goods were $10.3 million during the fourth quarter of 2018 compared to $5.5 million during the corresponding period of 2017, representing an increase of $4.8 million which was due to sales of $3.1 million of normal source plasma and an increase in third party bioseparations sales of $1.7 million.

Cost of sales and other production expenses

Cost of sales and production were $38.0 million during the year ended December 31, 2018 compared to $10.1 million for the corresponding period in 2017, representing an increase of $27.9 million. Cost of sales and production for the quarter ended December 31, 2018 were $ 7.6 million compared to $ 2.4 million for the corresponding period in 2017, representing an increase of $5.2 million. The majority of the increase is due to the sales of normal source plasma in 2018 which overall was sold slightly below its carrying amount on a cumulative basis for the year but at a slight profit during the fourth quarter of 2018. The remainder of the increase in both periods is explained by the increase in products sold by the Bioseparations segment.

Research and Development (“R&D”)

R&D expenses were $91.7 million during the year ended December 31, 2018 compared to $100.4 million for the corresponding period in 2017, representing a decrease of $8.7 million. R&D expenses were $21.1 million during the quarter ended December 31, 2018 compared to $28.2 million for the corresponding period in 2017, representing a decrease of $7.1 million.

R&D expenses include the manufacturing cost of plasma-derived and small molecule therapeutics to be used in clinical trials and for the development of our production processes, with the majority of R&D expenses incurred in the plasma-derived therapeutics segment. The manufacturing cost of plasma-derived and small molecule therapeutics was $38.6 million during the year ended December 31, 2018 compared to $34.7 million during the year ended December 31, 2017, representing an increase of $3.9 million. The manufacturing cost of plasma-derived and small molecule therapeutics to be used in clinical trials and for the development of our production processes was $10.5 million during the three months ended December 31, 2018 compared to $10.9 million during the corresponding period of 2017, representing a decrease of $0.5 million.

In 2018, there was a reduction in production activities at the Laval manufacturing plant while the facility focused on addressing the comments received by the U.S. Food and Drug Administration (“FDA”) following their audit of this facility as part of the review of the BLA for RyplazimTM. This resulted in a reduction in overall manufacturing expenses for Plasma-derived therapeutics. However since there was no commercial production in 2018, none of these expenses were capitalized to inventories as compared to 2017.

 

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Other R&D expenses were $53.0 million during the year ended December 31, 2018 compared to $65.7 million for the corresponding period in 2017, representing a decrease of $12.6 million, and $10.7 million during the quarter ended December 31, 2018 compared to $17.3 million for the corresponding period in 2017, representing a decrease of $6.6 million. The decrease in the clinical trial and pre-clinical research expenses in both the small molecules and plasma-derived therapeutics segments were partially offset by additional spending in relation to the implementation and validation of additional analytical assays and “in-process” controls in the manufacturing of Ryplazim.

Administration, Sales & Marketing

Administration, selling and marketing expenses were $31.5 million during the year ended December 31, 2018 compared to $31.4 million for the corresponding period in 2017, representing an increase of $0.1 million. The increase is mainly due to the increase in severance compensation which was partially offset by a decline in marketing expense.

Administration, selling and marketing expenses were $10.7 million during the quarter ended December 31, 2018 compared to $ 8.8 million for the corresponding period in 2017, representing an increase of $1.9 million. The increase is mainly due to the increase in severance compensation.

Finance Costs

Finance costs were $22.1 million for the year ended December 31, 2018 compared to $8.0 million during the corresponding period of 2017, representing an increase of $14.1 million. Finance costs were $6.6 million for the quarter ended December 31, 2018 compared to $2.6 million during the corresponding period of 2017, representing an increase of $3.9 million. This increase reflects the higher level of debt during the year ended December 31, 2018 compared to the same period of 2017.

Gain on extinguishment of Liabilities

On November 14, 2018, the Corporation and Structured Alpha LP (“SALP”), an affiliate of Thomvest, modified the terms of the four loan agreements to extend, subject to compliance with covenants and debt servicing obligations, the maturity date of the non-revolving credit facility (“Credit Facility”) from November 30, 2019 to September 30, 2024 and all three original issue discount notes from July 31, 2022 to September 30, 2024. The debt modification was accounted for as an extinguishment of the previous loans and the recording of new loans at their fair value determined as of the date of the modification, resulting in the recording of a gain on extinguishment of liabilities of $34.9 million

 

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Impairment losses on Intravenous Immunoglobulin (“IVIG”) Assets

As a result of various events affecting the Corporation during 2018, including; 1) the delay of the commercial launch of Ryplazim following the identification by the FDA of a number of changes required in the Chemistry, Manufacturing and Controls (“CMC”) section of the BLA submission for congenital plasminogen deficiency, 2) the Corporation’s limited financial resources since Q4 2018, which significantly delayed manufacturing expansion plans and resulted in the Corporation focusing its resources on refiling the RyplazimTM BLA as soon as possible; 3) the recognition of the larger than anticipated commercial opportunities for RyplazimTM, and 4) the change in executive leadership in Q4, the Corporation modified its strategic plans in Q4 to focus all available plasma-derived therapeutic segment resources on the manufacturing and development of RyplazimTM, for the treatment of congenital plasminogen deficiency and other indications. This, combined with the significant work determined to be required on the CMC section of an IVIG BLA, has caused the Corporation to suspend any new activities on IVIG.

These changes and their various impacts prompted management to perform an impairment test of the intangible assets related to IVIG. Cash inflows beginning beyond 2023 were not considered in the calculation of the value in use impairment test due to the inherent uncertainty in forecasting cash flows beyond a five year period. As a result, Impairment losses totalling $150.0 million were recorded on these assets for the year and fourth quarter ended December 31, 2018.

Net Loss

The Corporation incurred a net loss of $237.9 million during the year ended December 31, 2018 compared to a net loss of $120.0 million for the corresponding period of 2017, representing an increase in the net loss of $117.9 million. The net loss in 2018 is higher mainly due to the non-cash impairment losses of $150.0 million related to IVIG, and the increase in finance cost of $ 14.1 million in the year ended December 31, 2018 compared to the corresponding period of 2017. This was partially offset by the recognition of a gain on extinguishments of liabilities of $33.6 million during the year ended December 31, 2018 compared to a loss on extinguishment of liabilities of $4.2 million for the corresponding period in 2017. Offsetting the increase in loss was the fact that no bad debt expense was recorded in 2018 while a $20.5 million expense was recorded in the previous year.

 

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The Corporation incurred a net loss of $141.3 million during the quarter ended December 31, 2018 compared to a net loss of $41.6 million for the corresponding period of 2017, representing an increase in net loss of $99.7 million. The increase was mainly affected by the impairment losses of $150.0 million related to IVIG recorded during the quarter ended December 31, 2018. This was partially offset by the recognition of a gain on extinguishment of liabilities of $33.6 million during the year ended December 31, 2018 compared to a loss on extinguishment of liabilities of $4.2 million for the corresponding period in 2017. Offsetting the increase in loss was the fact that no bad debt expense was recorded in 2018 while a $20.5 million expense was recorded during the fourth quarter of 2017.

Commenting on the fourth quarter and 2018 year-end financial results, Bruce Pritchard, Prometic’s Chief Operating Officer and Chief Financial Officer, said, “We have delivered on the financial guidance provided for 2018 with significantly reduced expenses and cash flows used in operating activities and increasing product sales. This allowed us to extend our cash runway into early 2019. We extended the repayment terms of our debt to 2024, subject to compliance with our covenants and debt service obligations, and implemented an at-the-market (“ATM”) equity distribution program to help provide short term operating funds. We also retained the services of a global financial advisory and asset management firm to help us raise non-dilutive capital from partnerships and monetization of non-core assets. However, cash remains limited and we continue to rely on the support of SALP while working on these other initiatives.”

“Addressing our material liquidity and balance sheet challenges remains our highest priority. We anticipate that it will most likely require a combination of material corporate, financial and business development transactions to successfully stabilize the financial and liquidity position. This could include a restructuring of the SALP debt and / or recapitalization transaction, and a significant additional equity financing to finance the Corporation to value-creation catalysts such as partnerships and monetization of non-core assets ” added Mr. Pritchard.

Small Molecule Therapeutics Segment

Key Events for 2018:

 

   

PBI-4050Published papers on the novel anti-fibrotic mechanism of action of its small molecule lead drug candidate, PBI-4050, in the American Journal of Pathology, in the Journal of Clinical Investigation and in the Journal of Pharmacology and Experimental Therapeutics

 

   

PBI-4050Disclosed new clinical data from the ongoing Alström Syndrome (AS”) phase 2 open label clinical trial being conducted in the U.K. demonstrating that the clinical activity and tolerability of PBI-4050 were sustained with prolonged treatment with further clinical activity in the heart and liver observed with longer treatment exposure

 

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PBI-4050Received a Rare Pediatric Disease designation from the FDA for the treatment of AS

2019 Updates:

Following the completion of the review and prioritization of all programs and assets, the main priorities for the small molecule therapeutics segment are:

 

   

PBI-4050The filing and approval of an Investigational New Drug application to enable the commencement of the pivotal phase 3 clinical study of PBI-4050 in AS during H2 2019.

 

   

PBI-4050 - Prometic is planning a randomized, placebo-controlled phase 2 clinical study of PBI-4050 in patients with Nonalcoholic steatohepatitis (“NASH”) to be initiated before the end of 2019 following successful financing

 

   

PBI-4050Prometic is planning a randomized, placebo-controlled, phase 2b clinical study of PBI-4050 in patients with idiopathic pulmonary fibrosis (“IPF“) before the end of 2019 following successful financing.

 

   

PBI-4547Prometic is planning a phase 1 clinical study for its next small molecule compound, PBI-4547. This study is also expected to commence before the end of 2019 following successful financing.

Plasma-Derived Therapeutics Segment

Key Events for 2018:

 

   

RyplazimTMReceived a Complete Response Letter (“CRL”) from the FDA arising from its review of the RyplazimTM BLA. The FDA identified the need for Prometic to make a number of changes in the Chemistry, Manufacturing and Controls (“CMC”) portion of its BLA filing requiring the implementation and validation of additional analytical assays and “in-process controls” in the manufacturing process of Ryplazim.

 

   

RyplazimTMCompleted a Type C meeting with the FDA to discuss the Company’s proposed action plan for the implementation of additional analytical assays and in-process controls related to the RyplazimTM manufacturing process.

 

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IVIG – Presented new clinical data from the Corporation’s pivotal phase 3 clinical study at the Clinical Immunology Society annual meeting in Toronto. The clinical data presented demonstrated comparable safety and efficacy data to existing commercial IVIG products without any significant drug related safety issues. Both clinical primary and secondary endpoints in adult patients suffering from primary immunodeficiencies were met and achieved.

2019 Updates:

Following the completion of the review and prioritization of all programs and assets, the main priorities for the plasma-derived therapeutics segment are

 

   

RyplazimTMThe corporation expects to refile the BLA for Ryplazim during H2-2019. After acceptance of the BLA, FDA would establish a new PDUFA date which the Corporation still believes would be eligible for a priority review.

 

   

RyplazimTM – The Corporation has determined that the best course of action would be to seek third party partners to assist in the commercialization of Ryplazim for all global markets, and discussions are currently ongoing to establish such arrangements.

 

   

IVIG – Prometic has now completed the required clinical package for IVIG required for a future BLA submission to the FDA. The completion of a robust CMC package for IVIG prior to filing a BLA still requires substantial work, time and investment. The Corporation needs to prioritize manufacturing capacity planning to meet the volume demands for RyplazimTM. IVIG and selected further proteins remain in our pipeline. However, the advanced stage of development and economics of RyplazimTM support a compelling case to focus all the available resources of the plasma-derived therapeutics segment on this therapeutic family to optimize its launch and growth. This, combined with the significant work determined to be required on the CMC section of an IVIG BLA, caused the Corporation to suspend any new activities on IVIG. This will result in a material delay to the commercialization of IVIG as compared to previous timelines and as such, $150.0 million of impairments on the assets pertaining to IVIG activities was recorded.

Bioseparations Segment

Key Events for 2018:

 

   

External sales for 2018 exceeded $22.7 million, which represents a 35% increase over 2017. The Corporation anticipates moderate revenue growth for 2019 due to a number of factors including, the expansion of manufacturing activities by existing clients who utilize Prometic’s products in their production processes, the adoption of products by new clients, and the introduction of new products in the bioseparation market.

 

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2019 Update:

 

   

The ongoing manufacturing expansion of the Isle of Man facility will enable the company to manufacture over 35,000 litres of chromatography adsorbents annually, with a potential sales value exceeding $133 million per annum. This additional manufacturing capacity will be used to meet the growing demand for the segment’s products, and to provide the resins required for Prometic’s own PPPSTM plasma protein manufacturing operations.

Corporate and Operational Update

Key Events for 2018:

 

   

Subject to compliance with applicable covenants and servicing obligations, extended the maturity dates of its US$80 million (approx. $100 million) Credit Facility and original issue discount notes to September 2024 with SALP.

 

   

Provided a corporate update related to a series of initiatives aiming at lengthening the cash runway to better position the Corporation to achieve its objectives. These included a significant reduction in the Corporation’s cash used in operations for 2019, driven in part by growth in its bioseparation revenues and by a reduction of anticipated R&D expenditures by up to $30 million.

 

   

Announced the closing of an ATM equity distribution agreement with Canaccord Genuity Corp. The ATM allows the Corporation, at its sole discretion and subject to conditions set forth in the equity distribution agreement, to issue small tranches of common shares from treasury, at prevailing prices and in appropriate market conditions.

 

   

Named Prof. Simon Best as Interim Chief Executive Officer. Prof. Best has served as the Chairman of the Prometic Board of Directors since May 2014 and has over 30 years of global life sciences expertise with a focus on business development, strategic planning and product commercialization. Prof. Best succeeded Mr. Pierre Laurin who stepped down from his management and board responsibilities in December 2018.

 

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Subsequent Events to Fourth Quarter and 2018 Year-End

 

   

Management and the Board of Directors are engaged in a comprehensive strategy to improve the financial and business conditions of the Corporation and, in January 2019, commenced a process to explore and evaluate potential strategic alternatives focused on maximizing shareholder value, including potential acquisitions, joint ventures, strategic alliances, or other merger and acquisition or capital markets transactions as well as any other transaction or alternative available to the Corporation. Concurrently, management and the Board of Directors have been actively exploring opportunities to bring forward cash flows to repay debt and fund working capital requirements.

 

   

In conjunction with the strategic review and liquidity issues faced by the Corporation, in February 2019, the Board of Directors formed a special committee of independent directors to oversee the strategic review process (the “Special Committee”). The Special Committee meets regularly and oversees the work of management and the Corporation’s financial and legal advisors in respect of such mandate.

 

   

In February 2019, the Corporation engaged Lazard, a global financial advisory and asset management firm, to review and execute key strategic transactions focused on maximizing shareholder value. These transactions could include, among other things, the out-licensing of drug candidates and monetization of non-core assets. The Corporation has not set a timetable for this process, and there can be no assurance that a transaction will be entered into or consummated, or, if a transaction is undertaken, as to its terms, structure or timing. The Corporation does not expect to make further public comment regarding these matters unless and until the Board has approved a specific transaction or has concluded its review of strategic alternatives.

 

   

In February and March 2019, the Corporation secured two additional tranches for a total of US$15.0 million from SALP under the existing Credit Facility. Concurrently, 19,401,832 warrants exercisable for Series A Preferred Shares of the Corporation with a term of eight years and an exercise price of $0.156 per warrant were issued on February 22, 2019. The Corporation drew US$10.0 million ($13.2 million) and US$5.0 million ($6.7 million) on February 22 and March 22 2019, respectively.

 

   

During the first quarter of 2019, the Corporation issued 12,870,600 common shares under the ATM for total cash proceeds of $4.1 million.

 

   

On March 31, 2019, Ms. Kory Sorenson resigned from Prometic’s Board of Directors.

 

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Conference Call Information

Prometic will host a conference call at 11:00 am (ET) on Tuesday April 2, 2019. The telephone numbers to access the conference call are (647) 427-7450 and 1-888-231- 8191 (toll-free). A replay of the call will be available as of Tuesday April 2, 2019 at 2:00 pm. The numbers to access the replay are 1-416-849-0833 and 1-855-859-2056 (passcode: 3198209). A live audio webcast of the conference call, with slides, will be available through the following :

https://event.on24.com/wcc/r/1969851/0D5A0C85F48EBF7260AFC1BE9877F748

Additional Information in Respect to the Fourth Quarter and Year Ended December 31, 2018

Prometic’s MD&A and 2018 consolidated financial statements for the quarter and year ended December 31, 2018 will be filed on SEDAR (http://www.sedar.com) and will be available on the Company’s website at www.prometic.com.

Prometic has decided to use the “notice-and-access” mechanism for delivery of its materials to its shareholders. Under the Notice-and-Access model, instead of receiving printed copies of Prometic’s Audited Consolidated Financial Statements for the year ended December 31, 2018 and Management’s Discussion and Analysis for the year-ended December 31, 2018 (collectively, the “Annual Report”), shareholders are invited to consult the Annual Report on Prometic’s website at www.prometic.com under investors & media/investor briefcase, or on SEDAR’s website. A copy of the Annual Report will also be available upon request, by telephone at 1-888-959-4007 or online at www.prometic.com/contactus.

About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is a biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (small molecule therapeutics) stems from the discovery of two receptors which we believe are at the core of how the body heals: namely, promoting tissue regeneration and scar resolution as opposed to fibrosis. One of the lead drug candidates emerging from this platform, PBI-4050, is expected to enter pivotal phase 3 clinical trials for the treatment of Alström syndrome. The second drug discovery and development platform (plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim. The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

 

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We are headquartered in Laval, Quebec (Canada) with R&D facilities in Canada, the United Kingdom and the United States, manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the United States, Europe and Asia.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2018, under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

For further information please contact:

Corporate Contacts:

Simon Best

Chairman and interim CEO

Prometic Life Sciences Inc.

s.best@prometic.com

450.781.0115

 

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Frederic Dumais

Senior Director, Communications & Investor Relations

Prometic Life Sciences Inc.

f.dumais@prometic.com

450-781-0115

 

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Exhibit 99.88

 

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Press Release

for immediate release

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

PROMETIC COMPLETES REFINANCING TRANSACTIONS INCLUDING C$75 MILLION (APPROXIMATELY US$56 MILLION) IN GROSS PROCEEDS FROM NEW EQUITY FINANCING

 

   

STEFAN CLULOW APPOINTED AS CHAIR OF THE BOARD

 

   

KENNETH GALBRAITH APPOINTED AS CHIEF EXECUTIVE OFFICER

LAVAL, QUEBEC, CANADA – April 23, 2019 – Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (“Prometic” or the “Corporation”) is pleased to announce today’s closing of the recapitalization and equity offering previously announced on April 15, 2019. Prometic received C$75 million (approximately US$56 million) in gross proceeds from the equity offering led by Consonance Capital Management (“Consonance”) and Structured Alpha LP (“SALP”) and converted into equity substantially all of its indebtedness to SALP.

Upon the closing of these transactions, the Corporation has 20,947,510,578 common shares issued and outstanding on a fully-diluted basis, including all outstanding warrants, stock options and restricted share units.

Prometic intends to commence the previously-announced rights offering to its shareholders of record in May 2019 and to seek approval from its shareholders for a share consolidation at its next special Annual General Meeting of its shareholders, scheduled to be held in Montreal, Quebec on June 19, 2019.

Prometic is also pleased to announce the appointment of Stefan Clulow, Managing Director and Chief Investment Officer of Thomvest Asset Management, as Chair of Prometic’s Board of Directors and Kenneth Galbraith as Chief Executive Officer. Concurrent with these leadership changes, Professor Simon Best has been appointed Prometic’s Lead Independent Director, and Dr. Benny Soffer, of Consonance, has been designated as a Prometic board observer.

 

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“Professor Best’s leadership as Chair and interim CEO has enabled Prometic to make its way successfully through very challenging circumstances. On behalf of Prometic and its stakeholders, I thank Professor Best for his contribution to the company,” stated Mr. Clulow, Chair of the Board of Prometic.”

“I am also pleased to have Kenneth Galbraith join Prometic as CEO. Mr. Galbraith’s long record of success as an executive and investor gives us confidence that Prometic has the executive leadership, as well as the financial resoures, necessary to realize the value of the company’s assets,” stated Mr. Stefan Clulow. “We look forward to working with our new partners at Consonance to support Mr. Galbraith in realizing his vision for the company.”

Mr. Kenneth Galbrath, Prometic’s CEO, stated: “I am excited to join Prometic and look forward to working with the Board, the management team, and employees at Prometic and our strategic partners, to build a successful and focused global company which can discover and develop novel medicines that address unmet needs for patients with serious diseases in multiple therapeutic areas of interest. I look forward to discussing our plans further with shareholders at our first quarter earnings release in May”.

Biographical Information

Stefan Clulow – Chair of the Board

Stefan Clulow is Managing Director and Chief Investment Officer of Thomvest Asset Management, a private investment firm. Mr. Clulow has served on the Board of Prometic since 2014 and also sits on the boards of a number of private companies and charitable organizations. Prior to joining Thomvest, Mr. Clulow practiced law in Silicon Valley and Toronto, Canada. Mr. Clulow was educated at McGill University and is a member of the State Bar of California and the Law Society of Ontario.

 

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Mr. Kenneth Galbraith – Chief Executive Officer

Mr. Galbraith is a well-known and active member of the North American life sciences community with over 30 years of experience acting as an executive, director, investor and advisor to companies in the biotechnology, medical device, pharmaceutical and healthcare sectors.

Previously, Mr. Kenneth Galbraith was the Managing Director of Five Corners Capital. He joined Ventures West as a General Partner in 2007 and led the firm’s biotech practice prior to founding Five Corners Capital in 2013 to continue managing the Ventures West investment portfolio. Mr. Galbraith served as the Chair and CEO of AnorMED, a biopharmaceutical company focused on new therapeutic products in hematology, HIV and oncology, until its sale to Genzyme Corp. in 2006 in a cash transaction worth almost US$600 million. Starting in the biotech sector in 1987, Mr. Galbraith spent 13 years in senior management with QLT Inc., a global biopharmaceutical company specializing in developing treatments for eye diseases and oncology, retiring in 2000 from his position as Executive VP and CFO when QLT’s market capitalization exceeded US$5 billion. He has served on the board of directors of many public and private biotechnology companies, including Zymeworks (ZYME), Celator Pharmaceuticals (CPXX), Angiotech Pharmaceuticals (ANPI), Alder Pharmaceuticals (ALDR), and Tekmira (TKMR) . He currently serves on the Board of Directors of Macrogenics (MGNX) and Profound Medical ( TSX:PFN).

About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is a innovative biopharmaceutical corporation with a broad pipeline of small molecule therapeutics under development to treat unmet needs in patients with liver, respiratory and kidney disease, including rare diseases. Prometic’s differentiated research involves the study of two G-protein-coupled-receptors, GPR40 and GPR84. These drug candidates have a dual mode-of-action as agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. Our lead drug candidate, PBI-4050, is expected to enter Phase 3 clinical studies for the treatment of Alström Syndrome in 2019. A second drug candidate, PBI-4547, is expected to enter Phase 1 clinical studies in 2019.

Prometic also has leveraged its experience in bioseparation technologies to isolate and purify biopharmaceuticals from human plasma. The lead plasma-derived therapeutic product is RyplazimTM (plasminogen) which the Company expects to file a BLA with the US FDA in 2019 seeking approval to treat patients with congenital plasminogen deficiency. The Corporation also operates a contract development and manufacturing operation in the United Kingdom, deriving revenue through sales of affinity chromatography media.

 

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Prometic has active business operations in Canada, the United States and the United Kingdom.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, the possibility that the Corporation has to allocate proceeds to other uses or reallocate proceeds differently among the anticipated uses due to changes in project parameters, the ability of Prometic to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2018, under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

For further information please contact:

Patrick Sartore

Prometic Life Sciences Inc.

p.sartore@prometic.com

+1.450.781.0115

 

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Bruce Pritchard

Prometic Life Sciences Inc.

b.pritchard@prometic.com

+44 (0) 1223 420 300

 

 

5

Exhibit 99.89

 

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Press Release

for immediate release

PROMETIC REPORTS ITS 2019 FIRST QUARTER FINANCIAL RESULTS

 

   

Completion of recapitalization transactions and $75 million in gross proceeds secured from equity offering

 

   

New CEO, Board appointees and management structure to strengthen Corporation’s leadership

 

   

$8.2 million in revenues for Q1-2019 compared to $4.3 million for Q1-2018

 

   

Net loss of $28.8 million for Q1-2019 compared to Net loss $34.6 million for Q1-2018

LAVAL, QUEBEC, CANADA – May 8, 2019 – Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (“Prometic” or the “Corporation”) reported today its unaudited financial results for the first quarter ended March 31, 2019.

“We are pleased to have completed the recapitalization transactions and equity offering in April that have provided both an improved capital structure and necessary cash liquidity from the $ 75 million gross proceeds received from Structured Alpha LP and Consonance Capital Management”, stated Mr. Kenneth Galbraith, Chief Executive Officer. “In addition, the Corporation expects to commence the previously-announced rights offering in the coming weeks, which could provide up to a maximum of $75 million in additional gross proceeds to the Corporation”.

“We made excellent progress during the quarter towards completing the necessary development work to permit re-filing of our Ryplazim (plasminogen) (“RyplazimTM ”) BLA before the end of 2019. In addition, our bioseparations business had an excellent quarter with revenue growth of 55% compared to the same quarter in 2018.”

“We look forward to reporting further progress on our business and R&D activities in the coming months and appreciate the continued support of our shareholders in helping to build a successful and focused global life sciences corporation, with the potential to address unmet medical needs of patients with serious diseases in multiple therapeutic areas of interest”, added Mr. Galbraith.

 

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2019 First Quarter Results

Revenues

Total revenues for the quarter ended March 31, 2019 were $8.2 million compared to $4.3 million during the comparative period of 2018 which represents an increase of $3.9 million.

Revenues from the sale of goods were $7.8 million during the quarter ended March 31, 2019 compared to $3.8 million during the corresponding period of 2018, representing an increase of $4.0 million which was due to an increase in the sales of our specialty plasma collected at our plasma collection center in Winnipeg by $1.9 million and the increase of the volume of sales of goods from our Bioseparations segment by $2.1 million compared to the comparative period in 2018.

Cost of sales and other production expenses

Cost of sales and other production expenses were $4.4 million during the quarter ended March 31, 2019 compared to $4.8 million for the corresponding period in 2018, representing a decrease of $0.4 million.

Research and Development (“R&D”)

R&D expenses were $19.2 million during the quarter ended March 31, 2019 compared to $22.4 million for the corresponding period in 2018, representing a decrease of $3.2 million.

R&D expenses include the cost to manufacture plasma-derived therapeutics and small molecule therapeutics to be used in clinical trials and for the development of our production processes. The manufacturing and purchase cost of these therapeutics was $9.2 million during the quarter ended March 31, 2019 compared to $7.0 million during the quarter ended March 31, 2018, an increase of $2.2 million.

Other R&D expenses were $10.0 million during the quarter ended March 31, 2019 compared to $15.4 million for the corresponding period in 2018, a decrease of $5.5 million. The decrease is mainly due to the reduction in pre-clinical and clinical trial activity in both the plasma-derived therapeutics and small molecule segments.

Administration, Sales & Marketing

Administration, selling and marketing expenses remained stable at $7.6 million during the quarter ended March 31, 2019 compared to $7.7 million for the corresponding period in 2018 with consulting fees slightly declined offset by employee compensation expense increased.

Finance Costs

Finance costs were $7.4 million for the quarter ended March 31, 2019 compared to $4.2 million during the corresponding period of 2018, representing an increase of $3.1 million. This increase reflects the increased level of debt at higher effective interest rates applied during the quarter ended March 31, 2019 compared to the same period of 2018.

 

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Furthermore, the increase in finance costs are also due to the adoption of the new lease standard, IFRS 16, Leases (“IFRS 16”), under which lease liabilities are recognized for the discounted value of the future lease payments at initial adoption and with interest expense recognized over the term of each lease. The new standard was adopted using the modified retrospective approach and as such, the 2018 figures are not restated. Previously, the embedded interest component in each lease payment was recognized as part of the lease expense included in the various functions presented in the statement of operations such as cost of sales and other production expenses, R&D and administration, selling and marketing. The interest expense over the lease liabilities was $1.8 million in the quarter ended March 31, 2019.

Net Loss

The Corporation incurred a net loss of $28.8 million during the quarter ended March 31, 2019 compared to a net loss of $34.6 million for the corresponding period of 2018, representing a decrease in the net loss of $5.8 million. This is mainly driven by the increase in revenue from sales of goods of $4.0 million, the decrease in R&D of $3.2 million and the increase in the gain of foreign exchange of $2.9 million which is due to a lower USD/CAD exchange rate over the comparative period. This was partially offset by the increase in finance costs expense of $3.1 million in the quarter ended March 31, 2019 compared to the corresponding period in 2018.

Commenting on the 2019 first quarter financial results, Bruce Pritchard, Prometic’s Chief Operating Officer—International and Chief Financial Officer, stated, “Our focus on cost control continues with an improvement in all areas, with the exception of finance costs, over the same quarter of 2018. Clearly, finance costs increased as a result of the increased borrowing required to finance the Corporation in the absence of substantial new equity or business development deals since the first quarter of 2018.”

Small Molecule Therapeutics Segment

Q1 2019 Updates:

Following the completion of the review and prioritization of all programs and assets, and completion of refinancing transactions, the main priorities for the small molecule therapeutics segment are:

 

   

PBI-4050 – Prometic is planning to file an Investigational New Drug application to enable the commencement of the phase 3 clinical study of PBI-4050 in Alström Syndrome during H2-2019.

 

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PBI-4050 - Prometic is planning a randomized, placebo-controlled phase 2 clinical study of PBI-4050 in patients with Nonalcoholic steatohepatitis (“NASH”) to be initiated later in the year, subject to receipt of further financing.

 

   

PBI-4050 – Prometic is planning a randomized, placebo-controlled, phase 2 clinical study of PBI-4050 in patients with idiopathic pulmonary fibrosis (“IPF”) to be initiated later in the year, subject to receipt of further financing

 

   

PBI-4547 – Prometic is planning a phase 1 clinical study to be initiated before the end of 2019.

Plasma-Derived Therapeutics Segment

Q1 2019 Updates:

Following the completion of the review and prioritization of all programs and assets, and completion of refinancing transactions, the main priorities for the plasma-derived therapeutics segment are

 

   

RyplazimTM – Refile the BLA for Ryplazim during H2-2019.

 

   

RyplazimTM – Conclude ongoing commercialization discussions and secure a strategic transaction with a third party partner for the commercialization of RyplazimTM for global markets.

Corporate and Operational Update

Q1 2019 Updates:

 

   

Management and the Board of Directors engaged in a comprehensive strategy to improve the financial and business conditions of the Corporation and, in January 2019, commenced a process to explore and evaluate potential strategic alternatives focused on maximizing shareholder value, including potential acquisitions, joint ventures, strategic alliances, or other merger and acquisition or capital markets transactions as well as any other transaction or alternative available to the Corporation.

 

   

In February 2019, the Corporation engaged Lazard, a global financial advisory and asset management firm, to review and execute key strategic transactions focused on maximizing shareholder value. The Corporation has not set a timetable for this process, and there can be no assurance that a transaction will be entered into or consummated, or, if a transaction is undertaken, as to its terms, structure or timing.

 

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In conjunction with the strategic review and liquidity issues faced by the Corporation, in February 2019, the Board of Directors formed a special committee of independent board directors to oversee the strategic review process.

 

   

In February and March 2019, the Corporation secured two additional tranches for a total of US$15.0 million from SALP under its existing credit facility with SALP.

 

   

During the first quarter of 2019, the Corporation issued 12,870,600 common shares under the ATM for total net cash proceeds of $4.1 million.

Subsequent Events to Q1 2019:

 

   

The Corporation announced its intention to enter into a series of related arrangements to restructure Prometic’s outstanding indebtedness, reduce its interest and certain other payment obligations, and raise sufficient cash to build a robust balance sheet for the next phase of Prometic’s development.

 

   

The Corporation closed the recapitalization transactions and equity offering previously announced on April 15, 2019. Prometic received $75 million (approximately US$56 million) in gross proceeds from the equity offering led by Consonance Capital Partners and SALP and converted into equity substantially all of its indebtedness to SALP.

 

   

The Corporation announced Mr. Kenneth Galbraith as its CEO as well as the appointment of new Board leadership and structure in selecting Mr. Stefan Clulow as Chair of the Board and Prof. Simon Best as Lead Independent Director.

 

   

The Corporation implemented a new management structure to provide leadership to the Corporation and announced the appointment of Dr. Gary Bridger, Mr. Tim Wach and Mr. Neil Klompas to the Board of Directors.

Conference Call Information

Prometic will host a conference call at 8:30 am (ET) on Thursday May 9, 2019. The telephone numbers to access the conference call are (647) 427-7450 and 1-888-231-8191 (toll-free). A replay of the call will be available as of Thursday May 9, 2019 at 11:00 am. The numbers to access the replay are 1-416-849-0833 and 1-855-859-2056 (passcode: 8892627). A live audio webcast of the conference call, with slides, will be available through the following : https://event.on24.com/wcc/r/2002968/F886C1CF52F4CC4BBA68FC49C7FA1EB7

 

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Additional Information in Respect to the First Quarter Ended March 31, 2019

Prometic’s MD&A and condensed interim consolidated financial statements for the quarter ended March 31, 2019 will be filed on SEDAR (http://www.sedar.com) and will be available on the Corporation’s website at www.prometic.com.

About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is a innovative biopharmaceutical corporation with a broad pipeline of small molecule therapeutics under development to treat unmet needs in patients with liver, respiratory and kidney disease, including rare diseases. Prometic’s differentiated research involves the study of two G-protein-coupled-receptors, GPR40 and GPR84. These drug candidates have a dual mode-of-action as agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. Our lead drug candidate, PBI-4050, is expected to enter Phase 3 clinical studies for the treatment of Alström Syndrome in 2019. A second drug candidate, PBI-4547, is expected to enter Phase 1 clinical studies in 2019.

Prometic also has leveraged its experience in bioseparation technologies to isolate and purify biopharmaceuticals from human plasma. The lead plasma-derived therapeutic product is RyplazimTM which the Company expects to file a BLA with the US FDA in 2019 seeking approval to treat patients with congenital plasminogen deficiency. The Corporation also operates a contract development and manufacturing operation in the United Kingdom, deriving revenue through sales of affinity chromatography media.

Prometic has active business operations in Canada, the United States and the United Kingdom.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, the possibility that the Corporation has to allocate proceeds to other uses or reallocate proceeds differently among the anticipated uses due to changes in project parameters, the ability of Prometic to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31,

 

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2018, under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

For further information please contact:

Bruce Pritchard

b.pritchard@prometic.com

450.781.0115

Patrick Sartore

p.sartore@prometic.com

450-781-0115

 

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Exhibit 99.90

 

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Press Release

PROMETIC STRENGTHENS ITS LEADERSHIP WITH A NEW MANAGEMENT STRUCTURE AND THE APPOINTMENT OF THREE NEW DIRECTORS

Laval, Québec, Canada, Cambridge, UK, – May 8, 2019 – Prometic Life Sciences Inc. (TSX: PLI) (OTCQX: PFSCF) (“Prometic” or “Corporation”) is pleased to announce today a new management structure to provide leadership to the Corporation and the appointment of Dr. Gary Bridger, Mr. Timothy Wach and Mr. Neil Klompas to the Board of Directors. All three of these individuals will be included as nominees for election to the Board of Directors by shareholders at the upcoming Annual General and Special Meeting of the shareholders (“AGM”) scheduled to take place in Montreal, Québec, Canada on June 19, 2019.

Mr. David John Jeans and Ms. Louise Ménard have stepped down from the Board after having respectively served as Directors since 2017 and 2009. Also, Mr. Bruce Wendel, Chief Business Development Officer, has left the Corporation.

“On behalf of the entire organization, it is a pleasure to welcome Gary, Tim and Neil onto Prometic’s Board of Directors, and we look forward to their strategic insight and guidance as we pursue our strategy to build a successful and focused global life sciences company”, stated Board Chair, Mr. Stefan Clulow. “I also wish to thank Mr. Jeans and Ms. Ménard for their services to the Board and Mr. Wendel for his services to the Corporation as a former Director and senior executive officer”.

In addition to Mr. Galbraith, the newly-appointed CEO, the Corporation’s leadership team will include:

 

   

Mr. Martin Leclerc, Chief Talent Officer

 

   

Dr. John Moran, Chief Medical Officer

 

   

Dr. Steven J. Burton, President of Prometic Bioseparations Ltd

 

   

Mr. Patrick Sartore, Chief Operating Officer, North America and Chief Legal Officer and Corporate Secretary

 

   

Mr. Bruce Pritchard, Chief Operating Officer, International and Chief Financial Officer

Mr. Galbraith, Prometic’s CEO, stated “I am pleased to confirm my leadership team and look forward to working with them to make progress with both our corporate goals for 2019 and our long-term vision for Prometic. I will retain primary responsibility for ongoing business and corporate development activities and use my 30+ years of life sciences business experience to complete the necessary partnerships and collaborations that will be necessary for our success”.

 

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About Prometic’s newly appointed members of the Board of Directors

Dr. Gary Bridger

Dr. Gary Bridger has served as a member of the board of directors of X4 Pharmaceuticals, Inc. since October 2018. From February 2015 to December 2017, Dr. Bridger served as a consultant to Xenon Pharmaceuticals Inc., a biopharmaceutical company, where he previously served as the Executive Vice President of Research and Development from January 2013 to February 2015. From October 2013 to October 2015, Dr. Bridger served as a Managing Director at Five Corners Capital Inc. From June 2010 to June 2012, Dr. Bridger served as a venture partner at Venture West Capital Management, a venture capital firm. From November 2006 to December 2007, Dr. Bridger served as Senior Vice President of Research and Development of Genzyme Corporation, a biotechnology company, which was acquired by Sanofi, S.A. In June 1996, Dr. Bridger co-founded AnorMED Inc., a biopharmaceutical company, and was its Vice President of Research and Development and Chief Scientific Officer from 2000 until its acquisition by Genzyme in November 2006. Dr. Bridger has served on the board of directors of Aquinox Pharmaceuticals, Inc. since 2013. Dr. Bridger previously served on the board of directors of Alder BioPharmaceuticals, Inc., a biopharmaceutical company, from 2013 to 2016. Dr. Bridger serves on the scientific advisory board of Alectos Therapeutics Inc., a biopharmaceutical company. Dr. Bridger holds a Ph.D. in Organic Chemistry from the University of Manchester Institute of Science and Technology.

Mr. Neil A. Klompas

Mr. Neil A. Klompas joined Zymeworks Inc. in March 2007 where he currently serves as Chief Financial Officer. Prior to joining Zymeworks, he worked with KPMG LLP in Canada and the United States, most recently (from 2005 to 2007) with KPMG’s Pharmaceuticals, Biotechnology and Medical Device M&A Transaction Services practice in Princeton, New Jersey, where he advised on transactions including mergers, acquisitions, divestitures and strategic alliances. Prior to that, from 2000 to 2005 Mr. Klompas worked with KPMG’s Canadian Biotechnology and Pharmaceuticals practice. Mr. Klompas is a Chartered Professional Accountant and is a member of Chartered Professional Accountants of British Columbia. Mr. Klompas also holds a degree in Microbiology & Immunology from the University of British Columbia. He serves on the faculty advisory board for Biotechnology and Chemistry for Camosun College and as a member of the board of directors of Ovensa Inc., a private biotechnology company.

Mr. Timothy Wach

Mr. Timothy Wach is Managing Director and Board Member of Taxand since January 2015. Mr. Wach is recognised as a leading Canadian lawyer in taxation and frequently publishes papers for research organisations and academic purposes. In 1989, Mr. Wach joined Gowling Lafleur Henderson LLP, as an associate and was a partner from 1992 to 2014, where he specialised in mergers, acquisitions, financings and international tax with

 

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focus on the private equity and energy sectors. While a partner of Gowlings, Mr. Wach was on the Gowlings Executive Committee and served as leader of the Firm’s National Tax Practice Group and of the Toronto Tax Practice Group. Mr. Wach also has extensive experience in government relations and tax policy, having twice served in the Tax Policy Branch of the Canadian Department of Finance in Ottawa, most recently as Director of Legislative Development and Chief Legislative Counsel from 2009 to 2011. In that role, he chaired the Interdepartmental Legislation Review Committee, the committee responsible for the preparation of Canada’s federal income tax legislation for submission to Parliament. He also appeared regularly as a witness on behalf of the Department of Finance before the House of Commons Standing Committee on Finance and the Senate Standing Committee on National Finance when those committees considered tax policy matters.

About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is a biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (small molecule therapeutics) has a pipeline of product candidates which leverage the discovery of the linked role of two receptors involved in the regulation of the healing process. Prometic has demonstrated that the “up-regulation” of receptor GPR40 concomitant with the “down-regulation” of receptor GPR84 promotes the normal healing process as opposed to promoting the fibrotic process. Prometic’s drug candidates have a dual mode-of-action as agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. One of the lead drug candidates emerging from this platform, PBI-4050, is expected to enter pivotal phase 3 clinical trials for the treatment of Alström syndrome. The second drug discovery and development platform (plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim plasminogen. The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

We are headquartered in Laval, Quebec (Canada) with R&D facilities in Canada, the United Kingdom and the United States, manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the United States, and Europe.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may

 

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differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2018, under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

For further information please contact:

Corporate Contacts:

Bruce Pritchard

b.pritchard@prometic.com

450-781-0115

Patrick Sartore

p.sartore@prometic.com

450-781-0115

 

 

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Exhibit 99.91

 

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Press Release

for immediate release

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

PROMETIC ANNOUNCES REFINANCING TRANSACTIONS

LAVAL, QUEBEC, CANADA – April 15, 2019 – Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (“Prometic” or the “Corporation”) announced today its intention to enter into a series of related arrangements to restructure Prometic’s outstanding indebtedness, reduce its interest and certain other payment obligations, and raise sufficient cash to build a robust balance-sheet for the next phase of Prometic’s development.

“These transactions will strengthen our balance sheet, allowing Prometic to bring its first products to market and advance its very promising small-molecule pipeline,” said Professor Simon Best, Chairman and Interim CEO. “To remain viable, it is necessary to substantially reduce our debt burden. We have found a way to achieve this while adding new high-quality investors and providing our existing shareholders an opportunity to benefit from our future success.”

Refinancing Transactions Highlights

As part of these arrangements, Prometic has negotiated:

 

   

an offering of common shares of Prometic (the “Common Shares”) on a private placement basis led by Consonance Capital Management (“Consonance”) at a per share price rounded to the nearest 5 decimals of $0.01521 (the “Transaction Price”) for aggregate gross proceeds to Prometic of $75 million (the “Private Placement”);

 

   

the conversion of approximately $229 million of the outstanding debt of Prometic owned by Structured Alpha LP (“SALP) into Common Shares (the “Debt Conversion”) at the Transaction Price, comprising all but $10 million of SALP’s outstanding debt;

 

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the adjustment of the per warrant exercise price of certain outstanding Common Share purchase warrants of Prometic held by SALP to the Transaction Price (the ”Warrant Repricing”);

 

   

a rights offering to all shareholders of Prometic whereby each shareholder will receive one right for each Common Share held, with each right entitling the holder thereof to subscribe for 20 Common Shares at a price per share equal to the Transaction Price (i.e. a per share price of $0.01521), for aggregate proceeds to Prometic of up to $75 million, which will commence following the closing of the above-mentioned transactions (the “Rights Offering” and collectively with the Private Placement, Debt Conversion and the Warrant Repricing, the ”Refinancing Transactions”).

The Refinancing Transactions represent the culmination of an extensive review of initiatives taken by Prometic and its board of directors (the “Board”) during 2018 and 2019 (further described below) to raise funds, to restructure Prometic’s capital structure, to reduce costs and for the advancement of its drug discovery platforms.

A special committee of the Board (the “Special Committee”) reviewed the terms of the Refinancing Transactions and determined that they are in the best interest of Prometic considering, among other things:

 

   

the current financial situation of Prometic;

 

   

the ability to enable a sustainable capital structure and business model and to enhance the future viability of Prometic;

 

   

the ability of existing shareholders to participate in the Refinancing Transactions by way of the Rights Offering at the same per Common Share Transaction Price as the Debt Conversion and the Private Placement;

 

   

the potential to preserve and increase long-term shareholder value;

 

   

the benefits described below under the heading “Benefits for Prometic”; and

 

   

certain advice, reports and opinions it received from Prometic’s management and professional advisors, including a fairness opinion received from Echelon Wealth Partners Inc. (“Echelon”) as described below.

 

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The terms of the Refinancing Transactions are the result of commercial negotiations between Prometic, SALP and Consonance. The Transaction Price was determined by Prometic following negotiations between Prometic, its financial advisors and Consonance. The Transaction Price values Prometic’s equity capitalization, prior to the Refinancing Transactions, at approximately USD$225 million (inclusive of the liabilities to be converted in the Debt Conversion and inclusive of an increase in the number of Common Shares reserved under the Prometic Equity Incentive Plan sufficient to comprise 15% of Prometic’s post-Refinancing Transactions fully diluted equity capitalization, including $75 million raised by Prometic in the Private Placement and assuming a further $10 million is raised in the Rights Offering).

The Transaction Price represents a discount of approximately 91% on the 5-day volume weighted average price of the Common Shares on the Toronto Stock Exchange (the “TSX”) immediately prior to the date of this press release.

The completion of the Refinancing Transactions is subject to various conditions and expected closing timing as described below.

Benefits for Prometic

Completion of the Refinancing Transactions is expected to, amongst other things:

 

   

enable existing holders of Common Shares to participate in Prometic’s future growth by way of the Rights Offering at the same price per Common Share as the Debt Conversion and the Private Placement;

 

   

substantially and materially improve Prometic’s cash flow and its ability to continue as a going concern. In particular, (i) the completion of the Private Placement will enable Prometic to complete the development of RyplazimTM and PBI-4050 in initial rare-disease indications and advance further indications and other drug-candidates, without delay, and (ii) the extinguishment of the indebtedness to SALP pursuant to the Debt Conversion will have a prompt and positive impact on reducing Prometic’s cash burn rate;

 

   

improve the financial strength of Prometic and reduce financial risk by retiring approximately $229 million of debt (i.e. more than 95% of Prometic’s outstanding debt) through the Debt Conversion;

 

   

decrease annual cash interest expense by approximately $9 million;

 

   

facilitate access to third party funding;

 

   

strengthen Prometic’s negotiating position with potential partners, both with an improved balance sheet and a more sustainable business going forward; and

 

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secure the commitment of a new permanent chief executive officer with a proven North American track record in the biopharmaceutical industry

Further Details of the Refinancing Transactions

Details of the Debt Conversion

Prometic has entered into a debt restructuring agreement (the “Restructuring Agreement”) with SALP. Under the terms of the Restructuring Agreement, Prometic’s outstanding indebtedness to SALP will be reduced to $10 million by way of conversion of approximately $229 million of outstanding indebtedness into Common Shares, at a conversion price per Common Share equal to the $0.01521 Transaction Price. Amended credit facilities with SALP will be entered into on the date the Debt Conversion will become effective, which effectiveness will be subject to a number of conditions precedent, including the concurrent closing of the Warrant Repricing and the Private Placement.

Details of the Warrant Repricing

SALP currently owns the following Warrants:

 

   

1,000,000 Warrants, each of which entitles SALP to acquire one Common Share upon the payment of an exercise price equal to $0.52 per Warrant (“Warrants 1”);

 

   

20,276,595 Warrants, each of which entitles SALP to acquire one Common Share upon the payment of an aggregate exercise price equal to $15,653,138 (“Warrants 2”);

 

   

128,056,881 Warrants, each of which entitles SALP to acquire one Common Share upon the payment of an exercise price equal to $1.00 per Warrant (“Warrants 8”); and

 

   

19,401,832 Warrants, each of which entitles SALP to acquire one Series A Preferred Share in the capital of Prometic upon the payment of an exercise price equal to $0.15636 per Warrant (“Warrants 9”).

Concurrently with the Debt Conversion (i) the exercise price of the Warrants 1, 2, 8 and 9, will be adjusted to the Transaction Price, (ii) Warrant 9 will become exercisable for Common Shares instead of Series A Preferred Shares and (iii) Warrants 1, 2, 8 and 9 will be consolidated into new Common Share purchase warrants. These changes will be reflected by the issuance of new “Warrant 10” with an eight year term.

 

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Details of the Private Placement

Prometic has entered into definitive agreements to complete an equity offering for gross proceeds of $75 million. The net proceeds from the Private Placement will be used to fund working capital needs and for general corporate purposes, including the advancement of its drug discovery platforms.

The Private Placement will consist of the issuance, on a private placement basis, of 4,931,554,664 Common Shares at a price per share equal to the Transaction Price, which was determined by Prometic following negotiations between Prometic, its financial advisors and Consonance. The Private Placement may be completed in a series of discrete closings.

Prometic has entered into definitive subscription agreements with Consonance and SALP, whereby Consonance has agreed to subscribe for $50 million of Common Shares and whereby SALP has agreed to subscribe for $25 million of additional Common Shares in the Private Placement.

The Private Placement is expected to close on or about April 23, 2019, subject to the final approval of the TSX.

Prometic has engaged Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Raymond James Ltd. (“Raymond James”) in relation to a brokered component of the Private Placement.

In connection with the Private Placement, Prometic and Consonance will enter into a registration rights agreement with respect to registration rights in the United States, pursuant to which Prometic will covenant to list its Common Shares on the Nasdaq Global Select Market (the “NASDAQ Listing”).

Details of the Rights Offering

Shortly after the closings of the Debt Conversion and the Private Placement, Prometic will launch a rights offering to its holders of Common Shares for an equity capital raise for up to $75 million. The Rights Offering is planned to close thirty days following its commencement and will consist of rights being offered to the existing holders of Prometic’s Common Shares as of a date that is yet to be confirmed following the receipt of necessary TSX approvals (the “Record Date”). Pursuant to the Rights Offering, all shareholders will receive one right for each Common Share held, whereby each right will entitle the holder thereof to subscribe for 20 Common Shares at a price per share equal

 

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to the Transaction Price (i.e. a per share price of $0.01521). A maximum amount of $75 million will be raised in the Rights Offering. Should shareholders indicate interest in the Rights Offering in excess of $75 million in the aggregate, each shareholder’s indicated interest in, and allotment of Common Shares from, the Rights Offering will be subject to a pro rata reduction sufficient to limit the amount raised in the Rights Offering to $75 million.

It is expected that immediately prior to the Rights Offering, the issued and outstanding Common Shares of Prometic will total 20,720,997,581. Under the terms of the Rights Offering, Prometic will issue rights to purchase an aggregate number of up to 4,931,554,664 Common Shares, assuming 100% of the Rights Offering is completed.

More details on the Rights Offering will be set out in Prometic’s Rights Offering notice and Rights Offering circular, both of which will be available under Prometic’s SEDAR profile at www.sedar.com. The Rights Offering notice and accompanying rights certificates are projected to be mailed to eligible shareholders on or about May 22, 2019.

Background to the Refinancing Transactions

For the past year, Prometic has faced increasingly challenging financial and business conditions, including an inability to raise sufficient equity, equity-linked or debt financing to fully fund execution of its business plan, and delays in the commercialization of its lead drug candidate RyplazimTM, all while undertaking significant research and development expenditures in the pursuit of its drug discovery platforms as well as maintaining a manufacturing infrastructure to allow Prometic to move toward the approval of Ryplazim. These challenges, including the resulting financing overhang, precipitated a continuing deterioration in the price of Prometic’s Common Shares on the TSX, which was further exacerbated by the removal in June 2018 of Prometic’s Common Shares from the S&P/TSX Composite Index. The decision to proceed with the Refinancing Transactions follows several previously announced measures to manage Prometic through difficult financial and business conditions and the consideration and review by the Board of numerous alternatives to increase shareholder value, ensure the funding of Prometic’s drug candidates, service and repay its outstanding credit facilities and decrease its debt to equity leverage levels, which levels have been a major barrier to Prometic securing required financing.

During the past two years, Prometic has pursued a series of initiatives to extend its cash runway to better position Prometic to achieve its objectives. These include the implementation of cost-control measures, such as a significant reduction in Prometic’s cash use in 2019 and a reduction of research and development expenditures by approximately $30 million, as compared to 2018 levels. In November 2018, Prometic also secured an extension of the maturity dates of all of Prometic’s outstanding debt with SALP to September 2024, a step intended to facilitate equity and equity-linked capital raising initiatives.

 

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Over the course of 2018, Prometic pursued sources of non-dilutive funding, including potential commercial and partnering transactions to strengthen its financial position. During this period, Prometic also pursued equity and equity-related financing initiatives with multiple financial institutions, including United States and Canadian investment banking firms, institutional investors, and public sector pension plans and financial institutions. Since 2018, Prometic has been unsuccessful in obtaining any capital from these initiatives. Despite such efforts, other than the limited use of an at the market equity distribution agreement with Canaccord Genuity Corp, Prometic’s sole source of financing for nearly two years has been from its main secured creditor, SALP, through several debt financings.

On December 19, 2018, Prometic’s previous Chief Executive Officer, Pierre Laurin, stepped down and the Board appointed Professor Simon Best as interim Chief Executive Officer with a specific mandate to restructure Prometic’s operations and optimize its capital structure, including the identification of options available to Prometic in light of its financial difficulties and the evaluation of various financing alternatives for Prometic.

At the JP Morgan Global Healthcare conference in San Francisco in January 2019, representatives of Prometic met with several investment banks and institutional investors. Feedback received suggested that, as a consequence of the management changes, there may be an increased appetite for equity investment in the business. In January 2019, Prometic undertook a non-deal roadshow, focused on Canadian institutional investors, organized by Canaccord. Feedback from that roadshow was that the reduced market capitalization of Prometic combined with the outstanding debt obligations were an impediment to new equity investment.

In early 2019, management of Prometic and the Board met several times to review Prometic’s capital structure and liquidity. Throughout this period, the combination of volatile capital markets, difficult operating conditions, delays in obtaining FDA approval for the RyplazimTM BLA, the size of SALP’s existing debt position and its associated security rights, combined with the continued sliding share price, made it impossible for Prometic to raise equity, equity-linked or additional debt financing. The solicitation of numerous financial institutions and discussions with certain of Prometic’s existing stakeholders and potential strategic partners with respect to a broad range of potential transactions did not result in the proposal or closing of any viable financing transaction

 

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other than the Refinancing Transactions. Prometic also continued to implement a number of restructuring measures identified in 2018 with the objective of improving its revenue profile, reducing ongoing operating costs and enhancing Prometic’s ability to raise financing as well as liquidating inventory to improve working capital. In this background, the UK government has not yet paid to Prometic a material R&D tax credit reimbursement which has led to an important adverse impact on the immediate cash available.

In February 2019, Prometic retained Lazard Frères & Co LLC (“Lazard”), a global financial advisory and asset management firm, to review and execute two key strategic transactions for Prometic, one of which was to secure a licensing partnership for one of Prometic’s late-stage assets and the other was to effect the trade-sale of some of Prometic’s non-core assets. Lazard has made promising initial progress in building competitive processes for both of these transactions but both transactions are only expected to close during the second half of 2019.

After having exhausted all available alternatives, in February 2019, Prometic and SALP initiated discussions to restructure Prometic’s indebtedness to SALP in conjunction with a new equity financing which would reduce Prometic’s debt obligations.

On February 15, 2019, the Board formed the Special Committee which is composed of independent members of the Board, free from interest in the Debt Conversion, the Warrant Repricing or the Private Placement and unrelated to the parties involved in these transactions, to oversee Prometic’s review of strategic alternatives to maximize shareholder value, which includes the Refinancing Transactions and any other potential joint venture, strategic alliance, or other merger and acquisition or capital markets transaction.

The Special Committee retained Echelon to provide an independent opinion to the Special Committee with respect to the fairness, from a financial point of view, of certain aspects of the Refinancing Transactions to shareholders of Prometic other than SALP. On April 14, 2019, Echelon provided the Special Committee with their opinion that: (i) the Transaction Price in respect of the Private Placement and (ii) the conversion price in respect of the Debt Conversion, are fair, from a financial point of view, to the shareholders of Prometic other than SALP (the “Fairness Opinion”).

The Board, management of Prometic and the Special Committee, with the assistance of their legal and financial advisors, considered a number of alternatives including non-core asset sales, cost reductions, revenue enhancements, refinancing or repayment of debt and the issuance of new debt or equity and other strategic alternatives, including a potential sale of Prometic. In addition, Prometic retained Stifel and Raymond James to act as co-financial advisors and co-financing agents to Prometic in connection with the Private Placement.

 

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The Special Committee reviewed the terms of the Refinancing Transactions and determined that they are in the best interest of Prometic considering, among other things:

 

   

the current financial situation of Prometic;

 

   

the ability to establish a sustainable capital structure and business model and to enable the future viability of Prometic;

 

   

that despite significant effort by Prometic to raise equity capital over the past two years, the offer by Consonance to participate in the Private Placement at the Transaction Price was the only bona fide offer that would enable Prometic to raise equity capital in an amount sufficient to fund continuing operations;

 

   

the ability of existing shareholders to participate in the Refinancing Transactions by way of the Rights Offering at the same per Common Share Transaction Price as the Debt Conversion and the Private Placement;

 

   

the potential to preserve and increase long-term shareholder value;

 

   

the benefits described above under the heading “Benefits for Prometic”; and

 

   

certain advice, reports and opinions it received from Prometic’s management and professional advisors, including the Fairness Opinion received from Echelon, which is subject to the assumptions, limitations and qualifications set forth therein.

Upon final review of the alternatives available to Prometic, the Special Committee recommended to the Board that Prometic enter into agreements with Consonance and SALP to implement the Refinancing Transactions. In light of the recommendation of the Special Committee, the fact that there was no viable timely alternative arrangements, the fact that Prometic was in serious financial difficulty and the fact that the terms of the Refinancing Transactions were designed to improve Prometic’s financial situation in the immediate term, the Board (excluding directors who disclosed an interest in the Refinancing Transactions), after review of available alternatives and after having consulted with, and received advice from, its legal and financial advisors, concluded that the Refinancing Transactions was in the best interest of Prometic, taking into account the collective interests of its stakeholders in such circumstances, and authorized Prometic to enter into agreements with Consonance and SALP to implement the Refinancing Transactions.

 

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As at March 31, 2019, Prometic was not in breach of its covenants under its credit facilities with SALP, as a result of a waiver obtained by Prometic as at March 20, 2019, wherein SALP confirmed that the breached covenants will not be deemed to constitute an event of default. SALP also agreed to defer the payment of interest that was originally due under the terms of the existing credit facilities with SALP on March 31, 2019 to a later date in April 2019. Prometic expects that it will not be able to meet its interest payment in April 2019 and will likely be in violation of its financial convenants under its credit facilities with SALP as of the end of June 2019 which would constitute an event of default thereunder if not cured. Prometic anticipates that it will have a cash deficit by the end of April 2019 and that it will not meet its obligations when due.

Governance Matters

The Refinancing Transactions are conditional upon the appointment on closing by the Board of:

 

   

Mr. Kenneth Galbraith as Chief Executive Officer of Prometic, in replacement of Professor Simon Best, who is currently acting as Interim Chief Executive Officer

 

   

Mr. Stefan Clulow, who is currently Managing Director and Chief Investment Officer of Thomvest Asset Management (an affiliate of SALP) as Chairman of the Board in replacement of Professor Simon Best

 

   

Professor Simon Best as Lead Independent Director

In connection with the Debt Conversion and the Private Placement, Prometic and SALP have entered into arrangements whereby, after the closing of the Debt Conversion and the Private Placement, (i) if SALP owns less than a majority of the issued and outstanding Common Shares, SALP will have the right to nominate for election to the Board a number of directors that represents the same percentage of the total number of directors to be elected as the percentage of Prometic’s issued and outstanding Common Shares owned by SALP at the record date for the applicable meeting of shareholders, and (ii) SALP will have the right to nominate for election to the Board a minimum of 2 directors so long as it owns at least 10% of Prometic’s issued and outstanding Common Shares.

In connection with the Private Placement, Prometic and Consonance will enter into an agreement pursuant to which Consonance will have the right to designate one observer to the Board until the NASDAQ Listing, and from and after such time, Consonance will have the right to nominate one director for election to the Board.

 

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Exemption from Shareholder Approval and MI 61-101

Following the completion of the Debt Conversion and the Private Placement, it is expected that SALP, which currently beneficially owns, directs or controls approximately 3.26% of the currently issued and outstanding Common Shares of Prometic, will beneficially own, direct or control approximately 80.68% of Prometic’s issued and outstanding Common Shares, determined on a non-diluted basis.

The table below indicates, with respect to SALP and Consonance, (i) the number of Common Shares that such person beneficially owns, directs or controls as of the date hereof, (ii) the approximate percentage that such number of Common Shares represent as a percentage of the issued and outstanding Common Shares prior to the Debt Conversion and the Private Placement, (iii) the number of Common Shares issuable to such person as part of the Debt Conversion and the Private Placement, and (iv) the approximate percentage that such number of Common Shares represent as a percentage of the issued and outstanding Common Shares post-Debt Conversion and Private Placement.

 

Investors

   SALP     Consonance  

Current Common Shares registered and beneficially owned (non-diluted basis)

     24,071,775       Nil  

% of Common Shares prior to the Debt Conversion and Private Placement

     3.26     Nil  

Common Shares issuable to Investor through the Debt Conversion

     15,050,312,371 (1)      Nil  

Common Shares issuable to Investor through the Private Placement

     1,643,851,555       3,287,703,109  

% of Common Shares owned by Investor following completion of the Debt Conversion and the Private Placement (fully-diluted basis)

     66.60     12.97

% of Common Shares owned by Investor following completion of the Debt Conversion and the Private Placement (non-diluted basis)

     80.68 %(2)      15.87

 

(1)

Based on debt being converted through the Debt Conversion in the aggregate amount of $228,887,948.

(2)

Excludes Common Shares issuable upon the exercise of Warrant 10 in the aggregate amount of 168,735,308 Common Shares.

 

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The Debt Conversion, and the Private Placement trigger the requirement for approval from the holders of a majority of the currently issued and outstanding Common Shares, excluding the votes attached to the Common Shares held by SALP, under sections 501(c), 604(a) and 607(g) of the TSX Company Manual, unless an exemption is applicable, because the Debt Conversion and the Private Placement represent transactions involving SALP, a related party of Prometic that (i) will materially affect control of Prometic, (ii) for which the consideration to be received by SALP exceeds 10% of the market capitalization of Prometic, and (iii) are for an aggregate number of Common Shares issuable greater than 25% of the number of Common Shares outstanding, on a non-diluted basis, and the Transaction Price is less than the market price. The Warrant Repricing also triggers the requirement for approval from the holders of a majority of the currently issued and outstanding Common Shares, excluding the votes attached to the Common Shares held by SALP, under section 608(a) of the TSX Company Manual, since it involves amendments to warrants held by SALP, a related party of Prometic, resulting in a new exercise price which is less than the market price.

In addition, these transactions will constitute “related party transactions” within the meaning of Multilateral Instrument 61-101Protections of Minority Security Holders in Special Transactions (“MI 61-101”). However, in light of the fact that the Board and the Special Committee have determined that Prometic is in serious financial difficulty, Prometic is relying on the exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Section 5.5(g) and Section 5.7(1)(e) of MI 61-101, respectively, on the basis of the “financial hardship” exemption therein.

Prometic’s decision to rely on the financial hardship exemption was made upon the recommendation of the Special Committee, all of whose members are independent directors free from interest in the Debt Conversion, the Warrant Repricing and the Private Placement, and unrelated to the parties involved in these transactions. After considering and reviewing all of the circumstances currently surrounding Prometic and the Refinancing Transactions, including: (i) Prometic’s current financial situation and urgent capital requirements; (ii) the fact that the Refinancing Transactions are the only financing option available to Prometic at the present time; and (iii) all other relevant factors available to the Special Committee, the Special Committee unanimously determined that: Prometic is in serious financial difficulty; the Refinancing Transactions are designed to improve the financial condition of Prometic; and the terms of the Refinancing Transactions are reasonable in the circumstances of Prometic In making these determinations, no member of the Special Committee expressed any materially contrary view or abstained from voting in respect of the Refinancing Transactions.

 

12    Press Release for immediate release


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Based on this determination and the recommendation of the Special Committee, the Board (including all of the independent members of the Board), acting in good faith, have also unanimously determined that Prometic is in serious financial difficulty, that the Refinancing Transactions are designed to improve Prometic’s financial position, and that the terms of the Refinancing Transactions, are reasonable in Prometic’s circumstances. In making these determinations, there were no material disagreements between the Board and the Special Committee with respect to the Refinancing Transactions, and no member of the Board (excluding directors who disclosed an interest in the Refinancing Transactions or those who were not present to vote) expressed any materially contrary view or abstained from voting in respect of the Refinancing Transactions.

Given the fact that the Corporation has limited financial resources and has been presented with a limited opportunity to complete the Debt Conversion, the Warrant Repricing and the Private Placement, the Corporation believes that it does not have either adequate financial resources or time available to seek securityholder approval prior to the completion of these transactions, and that the Refinancing Transactions will either not be available (or will not be available on commercially acceptable terms) after the period of time necessary to convene and hold a meeting of securityholders. Furthermore, if the Corporation had sufficient financial resources to hold a meeting (which it does not) and the Debt Conversion, the Warrant Repricing and the Private Placement were ultimately rejected, there would be insufficient funds for the Corporation to survive beyond a securityholder meeting. As such, management of the Corporation, the Special Committee and the Board each believe that reliance upon the financial hardship exemption is necessary given the serious and immediate financial needs facing the Corporation.

In addition, for all of the reasons described above, Prometic has also applied to the TSX for an exemption from the requirements to seek securityholder approval for the Common Shares issuable pursuant to the Debt Conversion, the Private Placement and the Warrant Repricing in reliance upon Section 604(e) of the TSX Company Manual, on the basis that Prometic finds itself in a state of serious financial difficulty and that the Debt Conversion and the Private Placement are designed to improve Prometic’s financial situation in a timely manner. The Refinancing Transactions remain subject to TSX conditional approval and final acceptance. Prometic expects that, as a consequence of its financial hardship application, the TSX will place the Corporation under remedial delisting review, which is customary practice when a listed issuer seeks to rely on this exemption. Although Prometic believes that it will be in compliance with all continued listing requirements of the TSX upon the closing of the Refinancing Transactions, no assurance can be provided as to the outcome of such review or continued qualification for listing on the TSX. There can be no assurance that the TSX will accept the application for the use of the financial hardship exemption from the requirement to obtain shareholder approval described above.

 

13    Press Release for immediate release


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Conference Call Information

Prometic will host a conference call at 11:00 am (ET) on Monday April 15, 2019 to discuss the Refinancing Transactions. The telephone numbers to access the conference call are (647) 427-7450 and 1-888-231-8191 (toll-free). A replay of the call will be available as of Monday April 15, 2019 at 2:00 pm. The numbers to access the replay are 1-416-849-0833 and 1-855-859-2056 (passcode: 3055047). A live audio webcast of the conference call will be accessible at:

https://event.on24.com/wcc/r/1984735/D64C328701011E62C804DABCDB82579C

About Consonance Capital

Consonance Capital Management is an investment management firm founded in 2005 and based in New York that invests in companies in the healthcare industry, primarily in the life sciences sector. For more information, visit www.consonancecapital.com.

About Structured Alpha

Structured Alpha LP invests in debt and equity securities of public and private emerging growth companies. Structured Alpha LP is an affiliate of Thomvest Asset Management, a multi-strategy investment firm based in Toronto, Canada.

About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is a biopharmaceutical corporation with two drug discovery platforms focusing on unmet medical needs. The first platform (small molecule therapeutics) has a pipeline of product candidates which leverage the discovery of the linked role of two receptors involved in the regulation of the healing process. Prometic has demonstrated that the “up-regulation” of receptor GPR40 concomitant with the “down-regulation” of receptor GPR84 promotes the normal healing process as opposed to promoting the fibrotic process. Prometic’s drug candidates have a dual mode-of-action as agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. One of the lead drug candidates emerging from this platform, PBI-4050, is expected to enter pivotal phase 3 clinical trials for the treatment of Alström syndrome. The second drug discovery and development platform (plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Corporation’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim. The Corporation also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Corporation derives revenue from this activity through sales of affinity chromatography media which contributes to offset the costs of its own R&D investments.

 

14    Press Release for immediate release


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We are headquartered in Laval, Quebec (Canada) with R&D facilities in Canada, the United Kingdom and the United States, manufacturing facilities in Canada and the Isle of Man and corporate and business development activities in Canada, the United States, Europe and Asia.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, the possibility that the Refinancing Transactions will not be completed as contemplated, or at all, because the necessary regulatory approvals are not received or other conditions to completion of the Refinancing Transactions are not satisfied, the possibility that the Corporation has to allocate proceeds to other uses or reallocate proceeds differently among the anticipated uses due to changes in project parameters, the ability of Prometic to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2018, under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

 

15    Press Release for immediate release


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Disclaimer

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The TSX does not accept responsibility for the adequacy or accuracy of this release.

For further information please contact:

Simon Best

Chairman and Interim CEO

Prometic Life Sciences Inc.

s.best@prometic.com

450.781.0115

Frederic Dumais

Senior Director, Communications & Investor Relations

Prometic Life Sciences Inc.

f.dumais@prometic.com

450-781-0115

 

 

16    Press Release for immediate release

Exhibit 99.92

 

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Press Release

for immediate release

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

PROMETIC ANNOUNCES TERMS OF EQUITY RIGHTS OFFERING

LAVAL, QUEBEC, CANADA – May 15, 2019 – Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (“Prometic” or the “Corporation”) is pleased to confirm the terms of its previously announced equity rights offering for gross proceeds of up to $75,000,000 (the “Rights Offering”).

The Corporation will be offering rights to the holders of record of its outstanding common shares (the ”Common Shares”) at the close of business on May 21, 2019 (the “Record Date”), on the basis of one right for each Common Share held, on the terms summarized hereafter and more fully detailed in the Corporation’s rights offering circular which will be available under Prometic’s profile at www.sedar.com (the “Rights Offering Circular”). Each right will entitle the holder to subscribe for up to twenty (20) Common Shares upon payment of a subscription price rounded to the nearest 5 decimals of $0.01521 per Common Share, subject to proration as described below. No fractional Common Shares will be issued.

Mr. Ken Galbraith, Chief Executive Officer of Prometic, stated: “The Rights Offering represents the last step in our recapitalization plan announced last month, and follows the extinguishment of substantially all of Prometic’s debt and the successful completion of the private placement led by Consonance Capital Management and Structured Alpha which resulted in $75 million gross proceeds to Prometic. The funds that we hope to raise through the Rights Offering, combined with our materially reduced debt obligations and the new capital raised, will give us the ability to enable a sustainable capital structure and business model and to enhance the future viability of Prometic. We believe the Rights Offering will offer shareholders of Prometic the ability to meaningfully participate in Prometic’s future growth. We look forward to the completion of the Rights Offering and our recapitalization plan.”

The Rights Offering is subject to proration to ensure that no more than 4,931,554,664 Common Shares will be subscribed for under the Rights Offering. If the aggregate number of Common Shares subscribed for by those who exercise their rights exceeds the number of available Common Shares, being 4,931,554,664, holders of rights who have exercised their rights will be entitled to receive the number of Common Shares, rounded down to the nearest whole number, calculated by multiplying the number of Common Shares for which they subscribed under the Rights Offering by a proration factor calculated by dividing 4,931,554,664 by the total number of Common Shares subscribed for by all holders of rights who have exercised their rights in the Rights Offering.

As such, holders of rights are not guaranteed to receive the total number of Common Shares which they have exercised to receive.

On April 23, 2019, Structured Alpha LP (“SALP”), the Corporation’s control person, publicly disclosed that it does not intend to exercise its rights in the Rights Offering. There is no standby commitment in respect of the Rights Offering.

The rights will not be listed on any stock exchange and no market is expected to develop for the rights. The Corporation expects to close the Rights Offering on or about June 19, 2019.


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The rights offering notice (the “Offering Notice”) and accompanying rights certificate will be mailed to each registered holder of Common Shares as at the Record Date. Registered eligible holders of Common Shares who wish to exercise their rights must forward the completed rights certificate, together with the applicable funds, to the subscription agent, Computershare Investor Services Inc. (“Computershare”), on or before 4:00 p.m. (Montreal time) on June 14, 2019 (the “Expiry Time”). Rights not exercised prior to the Expiry Time will have no value. If a shareholder does not exercise its rights and the Rights Offering is completed, such shareholder’s percentage interest in the Corporation will be diluted upon the exercise of rights by other holders of rights.

Registered eligible holders of Common Shares who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary to such effect. Registered ineligible holders of Common Shares will be sent a letter advising them that their rights will be held by Computershare, who will hold such rights as agent for the benefit of all such holders.

The Rights Offering will be conducted in Canada only. However, certain approved eligible holders of Common Shares in jurisdictions outside of Canada may be able to participate in the Rights Offering. If you are a holder of Common Shares and are not resident in a province or territory of Canada, please see the Rights Offering Notice and Rights Offering Circular to determine your eligibility and the process and timing requirements to receive and, or, exercise your rights.

There is no additional subscription privilege.

The Corporation will use the gross proceeds of the Rights Offering to finance ongoing operations (which include the plasma-derived therapeutics segment, small molecule therapeutics segment and corporate functions) along with the development of its small molecule segment through the advancement and initiation of various clinical trials. The Corporation’s current cash runway is shorter than 12 months. Depending on the net proceeds raised in connection with the Rights Offering, such proceeds will allow the Corporation to extend its cash runway beyond 12 months.

The Toronto Stock Exchange has advised the Corporation that due bills will be used in connection with the Rights Offering to ensure that the Common Shares do not effectively begin to trade on an ex-rights basis until the rights are issued. Accordingly, the key dates in respect of the due bill trading of the Common Shares are as follows:

 

   

Due bill trading will commence on May 17, 2019 being one trading day before the record date, so that trades settling after the record date will have due bills attached.

 

   

The record date to determine shareholders entitled to receive the rights will be May 21, 2019.

 

   

The distribution date is estimated to be May 24, 2019.

 

   

The ex-rights date is estimated to be May 27, 2019 (the first trading day after the distribution date).

 

   

The due bill redemption date in respect of the distribution date is estimated to be May 29, 2019 (the second trading day after the ex-rights date, when all trades with due bills attached have settled).

 

   

The due bill payment date in respect of the distribution date is estimated to be May 30, 2019.

Shareholders who are eligible to participate in the Rights Offering and who hold common shares of the Corporation through brokerage accounts will not be required to take any special action to receive their rights. Any trades that are executed during the due bill period will be automatically flagged to ensure that purchasers receive the entitlement to receive the applicable rights and that sellers do not receive the entitlement.


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Full details of the Rights Offering are contained in the Rights Offering Notice and Rights Offering Circular which will be available under Prometic’s profile at www.sedar.com on May 24, 2019. Readers should review these documents for the specific terms and conditions of the Rights Offering.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in the United States or in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under securities laws of any such province, state or jurisdiction. The securities referenced herein may not be offered or sold in the United States except in transaction exempt from or not subject to the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

Forward-Looking Statements

Certain information provided in this news release constitutes forward-looking statements, including the intention of the Corporation to complete the Rights Offering, the amount of proceeds from the Rights Offering and the use of such proceeds. The words “anticipate”, “expect”, “project”, “estimate”, “forecast” and similar expressions are intended to identify such forward-looking statements. Although Prometic believes that these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of known and unknown risks and uncertainties. You can find a discussion of such risks and uncertainties in our Rights Offering Circular, Annual Information Form and other securities filings. While the Corporation makes these forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that the Corporation will derive therefrom. All subsequent forward-looking statements, whether written or oral, attributable to Prometic or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this news release are made as at the date of this news release and the Corporation does not undertake any obligation to update publicly or to revise any of the forward-looking statements made herein, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.

About Prometic

Prometic (www.prometic.com) is a innovative biopharmaceutical corporation with a broad pipeline of small molecule therapeutics under development to treat unmet needs in patients with liver, respiratory and kidney disease, including rare diseases. Prometic’s differentiated research involves the study of two G-protein-coupled-receptors, GPR40 and GPR84. These drug candidates have a dual mode-of-action as agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. Our lead drug candidate, PBI-4050, is expected to enter Phase 3 clinical studies for the treatment of Alström Syndrome in 2019. A second drug candidate, PBI-4547, is expected to enter Phase 1 clinical studies in 2019. Prometic also has leveraged its experience in bioseparation technologies to isolate and purify biopharmaceuticals from human plasma. The lead plasma-derived therapeutic product is RyplazimTM (plasminogen) which the Company expects to file a BLA with the US FDA in 2019 seeking approval to treat patients with congenital plasminogen deficiency. The Corporation also operates a contract development and manufacturing operation in the United Kingdom, deriving revenue through sales of affinity chromatography media.


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Prometic has active business operations in Canada, the United States and the United Kingdom.

Exhibit 99.93

 

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Press Release

for immediate release

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

PROMETIC ANNOUNCES COMPLETION OF EQUITY RIGHTS OFFERING

 

   

Full allocation of exercised rights

 

   

Gross proceeds raised of C$38 million (or US$ 28.4 million)

LAVAL, CANADA, ROCKVILLE, USA and CAMBRIDGE, UK – June 17, 2019 – Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (“Prometic” or the “Corporation”) is pleased to confirm the completion of its previously announced equity rights offering, raising aggregate gross proceeds of C$37,998,000 (or the equivalent of US$ 28,357,000) (the “Rights Offering”). Following the Rights Offering, 23,218,813,405 common shares of the Corporation are issued and outstanding.

“We appreciate the financial support of our shareholders, including many of our employees, as we continue to strengthen our financial position to enable an expansion of our R&D efforts,” stated Kenneth Galbraith, Chief Executive Officer of Prometic. “We look forward to reporting further progress on our R&D and business activities to our shareholders in the months ahead, including the completion of the filing of our registration statement to list our common shares for trading on NASDAQ.”

Together with the prior equity transaction completed in April 2019 with the participation of Structured Alpha LP and Consonance Capital Management, the Company has now raised new equity under the restructuring transaction resulting in combined gross proceeds of approximately C$ 112.5 million (or the equivalent of US$ 85 million) to fund the Corporation’s ongoing and expanded research and development program, further strengthen and expand its intellectual property portfolio and for general working capital. More specifically, Prometic will use the gross proceeds of the Rights Offering to finance ongoing operations which include the plasma-derived therapeutics segment, small molecule therapeutics segment and corporate functions. Considering Prometic has significant short-term liquidity requirements, it intends to spend the available funds as stated and may reallocate funds only for sound business reasons. Further information is available under the section “How will we use the available funds?” of the Rights Offering Circular dated May 24, 2019.

Pursuant to the Rights Offering, an aggregate of 2,498,207,953 common shares were issued out of a maximum offering of 4,931,554,664 common shares. Structured Alpha LP, the Corporation’s control person, as well as existing shareholder, Consonance Capital Management, did not exercise any of their rights under the Rights Offering, and therefore all rights exercised were fully allocated. No common shares were issued under any stand-by commitment. Prometic has not retained any dealers to organize or participate in the solicitation of the exercise of rights under the Rights Offering and it does not intend to pay any fees or commissions relating to the solicitation of the exercise of rights in connection with the Rights Offering.

Forward-Looking Statements

Certain information provided in this news release constitutes forward-looking statements, including the intention of the Corporation to complete the Rights Offering, the amount of proceeds from the Rights Offering and the use of such proceeds. The words “anticipate”, “expect”, “project”, “estimate”, “forecast” and similar expressions are intended to identify such forward-looking statements. Although Prometic believes that these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of known and unknown risks and


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uncertainties. You can find a discussion of such risks and uncertainties in our Rights Offering Circular, Annual Information Form and other securities filings. While the Corporation makes these forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that the Corporation will derive therefrom. All subsequent forward-looking statements, whether written or oral, attributable to Prometic or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this news release are made as at the date of this news release and the Corporation does not undertake any obligation to update publicly or to revise any of the forward-looking statements made herein, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.

About Prometic

Prometic (www.prometic.com) is an innovative biopharmaceutical corporation with a broad pipeline of small molecule therapeutics under development to treat unmet needs in patients with liver, respiratory and kidney disease, including rare diseases. Prometic’s differentiated research involves the study of two G-protein-coupled-receptors, GPR40 and GPR84. These drug candidates have a dual mode-of-action as agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. Our lead drug candidate, PBI-4050, is expected to enter Phase 3 clinical studies for the treatment of Alström Syndrome in 2019. A second drug candidate, PBI-4547, is expected to enter Phase 1 clinical studies in 2019. Prometic also has leveraged its experience in bioseparation technologies to isolate and purify biopharmaceuticals from human plasma. The lead plasma-derived therapeutic product is RyplazimTM (plasminogen) which the Company expects to file a BLA with the US FDA in 2019 seeking approval to treat patients with congenital plasminogen deficiency. The Corporation also operates a contract development and manufacturing operation in the United Kingdom, deriving revenue through sales of affinity chromatography media.

Prometic has active business operations in Canada, the United States, the Isle of Man and the United Kingdom.

Note: Amounts shown in US$ were calculated using a currency rate of 1.34 for the Canadian dollar equivalent on June 14, 2019.

For further information please contact:

Corporate Contacts:

Bruce Pritchard

b.pritchard@prometic.com

450-781-0115

Patrick Sartore

p.sartore@prometic.com

450-781-0115

 

Exhibit 99.94

 

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Press Release

for immediate release

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

PROMETIC ANNOUNCES SHARE CONSOLIDATION

LAVAL, CANADA, ROCKVILLE, USA and CAMBRIDGE, UK – July 2, 2019 – Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (“Prometic” or the “Corporation”) is pleased to announce that the consolidation of the Corporation’s issued and outstanding common shares (“Common Shares”) on the basis of one (1) post-consolidation Common Share for every one thousand (1000) pre-consolidation Common Shares (the “Consolidation”), approved at the special meeting of the common shareholders of the Corporation held on June 19, 2019 (the “Meeting”), will be effective on July 5, 2019 (the “Effective Date”). The Corporation filed articles of amendment on June 28, 2019 to effect the Consolidation. The Common Shares are expected to commence trading on the TSX on a post-consolidation basis at the open of trading on July 5, 2019. The new CUSIP number for the Corporation’s Common Shares is 74342Q302 and the new ISIN number is CA74342Q3026.

“As previously disclosed, we are completing this Consolidation in anticipation of filing an application for trading of the Corporation’s Common Shares on NASDAQ,” stated Kenneth Galbraith, Prometic’s Chief Executive Officer.

Assuming no other change in the issued capital of the Corporation, it is expected that upon completion of the Consolidation, the 23,313,233,245 Common Shares issued and outstanding prior to the Consolidation will be reduced to approximately 23,313,233 Common Shares after giving effect to the Consolidation. The exact number of Common Shares outstanding after the Consolidation will vary based on the elimination of fractional shares. No fractional Common Shares will be issued upon the Consolidation and all fractions of post-consolidation Common Shares will be either bought by the Corporation or rounded up, as detailed hereafter:

 

  (i)

in the event that a shareholder would be entitled to receive a fractional Common Share after the Consolidation that is equivalent to less than 75% of a whole post-consolidation Common Share, the Corporation intends, pursuant to the special resolution authorizing the board of directors of the Corporation to give effect to the Consolidation (the “Resolution”), for the Corporation to buy the fraction and send payment to the holder (except for amounts of C$5 or less, which shall be retained for the benefit of the Corporation). The price to be paid for a fraction will be based on the average closing price of the Common Shares on the TSX for the five trading days immediately prior to the Effective Date and shall result in payment for each whole pre-consolidation Common Share held prior to the Consolidation (other than the pre-consolidation Common Shares consolidated into post-consolidation Common Shares) which together constitute the fraction; or

 

  (ii)

in the event that a shareholder would be entitled to receive a fractional Common Share after the Consolidation that is equivalent to 75% or more of a whole post-consolidation Common Share, the Corporation intends, pursuant to the Resolution, for the Corporation to round up to one whole Common Share.

Letters of transmittal will be mailed to the registered holders of the Common Shares, requesting that they surrender their certificates representing the currently outstanding Common Shares to the Corporation’s registrar and transfer agent, Computershare Investor Services Inc., for exchange for new common share certificates representing post-consolidation Common Shares.


Non-registered shareholders of the Corporation holding their Common Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the proposed Consolidation than those that will be put in place by the Corporation for registered shareholders. If you hold your Common Shares with such a bank, broker or other nominee and if you have any questions in this regard, you are encouraged to contact your nominee.

Further details of the Consolidation are contained in the Management Information Circular of the Corporation dated May 7, 2019, which is be available under Prometic’s profile at www.sedar.com. Readers should review these documents for the specific terms and conditions of the Consolidation.

Indicative Timetable

 

Mail Letters of Transmittal to Registered Shareholders    July 2, 2019
Shares commence trading on the TSX on a post-consolidation basis    July 5, 2019

Forward-Looking Statements

Certain information provided in this news release constitutes forward-looking statements, including the intention of the Corporation to complete the Consolidation and the amount of Common Shares after giving effect to the Consolidation. The words “anticipate”, “expect”, “project”, “estimate”, “forecast” and similar expressions are intended to identify such forward-looking statements. Although Prometic believes that these statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of known and unknown risks and uncertainties. You can find a discussion of such risks and uncertainties in our Management Information Circular, Annual Information Form and other securities filings. While the Corporation makes these forward-looking statements in good faith, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that the Corporation will derive therefrom. All subsequent forward-looking statements, whether written or oral, attributable to Prometic or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this news release are made as at the date of this news release and the Corporation does not undertake any obligation to update publicly or to revise any of the forward-looking statements made herein, whether as a result of new information, future events or otherwise, except as may be required by applicable securities law.

About Prometic

Prometic (www.prometic.com) is an innovative biopharmaceutical corporation with a broad pipeline of small molecule therapeutics under development to treat unmet needs in patients with liver, respiratory and kidney disease, including rare diseases. Prometic’s differentiated research involves the study of two G-protein-coupled-receptors, GPR40 and GPR84. These drug candidates have a dual mode-of-action as agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. Our lead drug candidate, PBI-4050, is expected to enter Phase 3 clinical studies for the treatment of Alström Syndrome in 2019. A second drug candidate, PBI-4547, is expected to enter Phase 1 clinical studies in 2019. Prometic also has leveraged its experience in bioseparation technologies to isolate and purify biopharmaceuticals from human plasma. The lead plasma-derived therapeutic product is RyplazimTM (plasminogen) which the Corporation expects to file a BLA with the US FDA in 2019 seeking approval to treat patients with congenital plasminogen deficiency. The Corporation also operates a contract development and manufacturing operation in the United Kingdom, deriving revenue through sales of affinity chromatography media.

Prometic has active business operations in Canada, the United States, the Isle of Man and the United Kingdom.

 

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For further information please contact:

Corporate Contacts:

Bruce Pritchard

b.pritchard@prometic.com

450-781-0115

Patrick Sartore

p.sartore@prometic.com

450-781-0115

 

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Exhibit 99.95

 

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Press Release

for immediate release

PROMETIC REPORTS FINANCIAL RESULTS FOR SECOND QUARTER 2019

 

   

C$229 (US 173) million of outstanding debt converted into Common Shares

 

   

C$114 (US$87) million in gross proceeds raised in concurrent financings

 

   

Internal promotions within the management team for Chief Financial Officer and General Counsel

LAVAL, QUEBEC, CANADA; ROCKVILLE, MD, USA and CAMBRIDGE, UK – August 12, 2019 – Prometic Life Sciences Inc. (TSX: PLI) (OTCQX: PFSCF) (“Prometic” or “Company”), a biopharmaceutical company focused on developing novel therapeutics to treat unmet needs in patients with liver, respiratory and kidney disease, primarily in rare or orphan diseases, today announced financial results for its fiscal 2019 second quarter ended June 30th 2019. All amounts are in thousands of Canadian dollars and adjusted to reflect the reverse share consolidation, except where otherwise noted.

“During the second quarter, we were able to complete a series of financial transactions to stabilize and improve our financial situation at Prometic, and we will look to strengthen our balance sheet further in 2019 as our ongoing business development activities are brought to a conclusion,” said Kenneth Galbraith, Prometic’s Chief Executive Officer. “We are now focused on progressing the development of our novel products, Ryplazim, PBI-4050 and PBI-4547 to address serious unmet patient needs in life threatening diseases. We look forward to sharing more about our progress in clinical development throughout 2019 and 2020.”

Management Appointments

Effective September 1, 2019, Ms. Murielle Lortie, currently Vice President—Finance, will be promoted to Chief Financial Officer of the Company and Ms. Marie Iskra, currently Associate General Counsel, will be promoted to General Counsel for the Company. Mr. Patrick Sartore and Mr. Bruce Pritchard will continue to focus on their roles as Chief Operating Officer, North America and Chief Operating Officer, International, respectively.

 

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“I am very pleased to welcome Murielle and Marie to the leadership team as I have been impressed by their contributions to the Company during my tenure as CEO, and look forward to their increased role in driving growth for Prometic in the years ahead. Their appointments will also allow Patrick and Bruce to increase their focus on the achievement of the key goals to drive shareholder value in both the near-term and long-term”, said Mr. Galbraith.

Second Quarter Financial Results – Overview

Prometic’s cash position in the second quarter of 2019 substantially improved as a result of a series of related arrangements to restructure Prometic’s outstanding indebtedness, reduce its interest and certain other payment obligations, and raise sufficient cash to build a robust balance sheet to fund the next phase of Prometic’s development (collectively the “Refinancing Transactions”):

 

   

$114.4 million (US$87 million) aggregate gross proceeds were raised through a combination of a private placement offering of Common Shares led by Consonance Capital Management (“Consonance”) and a concurrent equity rights offering (“Rights Offering”) to shareholders of Prometic at a price of $15.21 per Common Share (the “Transaction Price”);

 

   

Approximately $228.9 million (US$173 million) of the outstanding debt owned by Structured Alpha LP (“SALP”) was converted into Common Shares at the Transaction Price, comprising all but $10 million of SALP’s outstanding debt;

 

   

The adjustment of the per warrant exercise price of certain outstanding Common Share purchase warrants of Prometic held by SALP to the Transaction Price (the “Warrant Repricing”); and

 

   

A share consolidation on the basis of one post-consolidation Common Share for every one thousand pre-consolidation Common Shares was completed on July 5, 2019 in anticipation of a filing for listing of the Company’s Common Shares on NASDAQ.

Current near-term priorities for the Company’s leadership team are as follows:

 

   

Completing the necessary manufacturing and related activities to allow for submission in H1-2020 to the FDA of an amendment to the Company’s BLA seeking regulatory approval for Ryplazim .

 

   

The filing and approval of an Investigational New Drug application (“IND”) to enable the commencement of pivotal phase 3 clinical studies of PBI-4050 in patients with Alström Syndrome.

 

   

Continuing to work with external advisors, Lazard, on opportunities to partner or monetize assets and businesses outside of the Company’s small molecule therapeutics business.

 

   

Initiation of Phase 1 clinical studies for PBI-4547.

 

   

Completing the process to list the Company’s common shares for trading on NASDAQ.

 

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2019 Second Quarter Results

Revenues

Total revenues for the quarter ended June 30, 2019 were $8.8 million compared to $20.2 million during the comparative period of 2018 which represents a decrease of $11.4 million.

Revenues from the sale of goods were $8.4 million during the quarter ended June 30, 2019 compared to $19.7 million during the corresponding period of 2018, representing a decrease of $11.3 million. The decrease is due to the decrease in sales of excess normal source plasma inventory and was partially offset by increases in sales from our Bioseparation products by $2.3 million.

Cost of sales and other production expenses

Cost of sales and other production expenses were $3.9 million during the quarter ended June 30, 2019 compared to $16.4 million for the corresponding period in 2018, representing a decrease of $12.5 million. The decrease in cost of sales and other production expenses, is mainly driven by changes in the volume of sales of goods.

Research and Development (“R&D”)

R&D expenses were $24.2 million during the quarter ended June 30, 2019 compared to $24.0 million for the corresponding period in 2018, representing a slight increase of $0.2 million.

R&D expenses include the cost to manufacture plasma-derived therapeutics and small molecule therapeutics for use in clinical trial studies, to supply clinical trial patients until commercially approved product is available, and the cost for the development of our production processes of Ryplazim in preparation of filing an amended BLA to the FDA. The manufacturing and purchase cost of these therapeutics was $11.8 million during the quarter ended June 30, 2019 compared to $10.9 million during the quarter ended June 30, 2018.

Administration, Sales & Marketing

Administration, selling and marketing expenses were $18.6 million during the quarter ended June 30, 2019 compared to $6.9 million for the corresponding period in 2018, representing an increase of $11.6 million. This increase is mainly attributable to the $9.4 million increase in share-based payments expense due to significant changes in stock options and restricted stock units driven by the Refinancing Transactions.

 

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Share-based payments expense

Share-based payments expense represents the expense recorded as a result of stock options and restricted stock units issued to employees and directors.

Share-based payments expense were $14.9 million during the quarter ended June 30, 2019 compared to $0.7 million during the corresponding period of 2018, representing an increase of $14.2 million.

In conjunction with the Refinancing Transactions, the Company made significant changes to its long-term equity incentive plans to ensure alignment with performance and building shareholder value, and attraction and retention of key employees to drive the Company’s future growth. The following important changes were made:

 

   

the cancellation of the outstanding options for employees in return for the issuance of new options;

 

   

the modification of the outstanding performance-based restricted share units (“RSU”) into time-vesting RSU, and discontinuation of the RSU plan for any future grants; and

 

   

the issuance of the new stock options to employees and directors with vesting consistent with industry norms and tied to long-term increases in shareholder value.

Certain of these changes triggered an immediate or accelerated recognition of share-based compensation expense during the quarter ended June 30, 2019, causing a substantial increase in the non-cash share-based compensation expense during the quarter.

Finance Costs

Finance costs were $3.6 million for the quarter ended June 30, 2019 compared to $5.3 million during the corresponding period of 2018, representing a decrease of $1.8 million. The decrease is mainly due to lower level of debt in the quarter ended June 30, 2019 compared to the same period of 2018 due to the debt restructuring completed as of April 23, 2019.

The adoption of the new lease standard, IFRS 16, Leases (“IFRS 16”), at the beginning of 2019, under which lease liabilities are recognized for the discounted value of the future lease payments at initial adoption and with interest expense recognized over the term of each lease, is contributing to increasing finance costs in 2019. The new standard was adopted using the modified retrospective approach and as such, the 2018 figures are not

 

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restated. Previously, the embedded interest component in each lease payment was recognized as part of the lease expense included in the various functions presented in the statement of operations such as cost of sales and other production expenses, R&D and administration, selling and marketing. The interest expense over the lease liabilities was $1.8 million and $3.6 million for the quarter and the six months ended June 30, 2019, respectively.

Non-cash loss on extinguishment of liabilities

Loss on extinguishments of liabilities were $92.3 million for the quarter ended June 30, 2019 principally as a result of the Company concluding a debt restructuring agreement on April 23, 2019 with its major creditor, SALP. The debt was reduced to $10.0 million plus accrued interest due, in exchange for the issuance of 15,050,312 post-consolidation Common Shares. The difference between the adjustment to the carrying value of the loan of $141.5 million and the amount recorded for the shares issued of $228.9 million was recorded as a loss on extinguishment of a loan of $87.4 million. This amount represents the immediate recognition of the accreted interest that would have otherwise been recognized as finance costs over the years until the maturity of the long-term debt. Legal fees related to the debt restructuring and the value of the Warrant Repricing were also recognized as part of the loss on extinguishment of liabilities.

Net Loss

The Company incurred a net loss of $133.7 million during the quarter ended June 30, 2019 compared to a net loss of $33.1 million for the corresponding period of 2018, representing an increase in the net loss of $94.9 million. This is mainly driven by the impact of the loss on extinguishment of liabilities caused by the debt restructuring of $92.3 million that occurred during the second quarter and the increase in the share-based compensation expense of $14.2 million.

Subsequent Events

On July 2, 2019, In anticipation of filing a listing application for trading the Company’s Common Shares on NASDAQ, Prometic announced the consolidation of the Company’s issued and outstanding common shares on the basis of one (1) post-consolidation Common Share for every one thousand (1000) pre-consolidation Common Shares (the “Consolidation”). This consolidation was approved at the special meeting of the common shareholders of the Company held on June 19, 2019 and commenced trading on the TSX on a post-consolidation basis at the open of trading on July 5, 2019.

 

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About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is an innovative biopharmaceutical corporation with a broad pipeline of small molecule therapeutics under development to treat unmet needs in patients with liver, respiratory and kidney disease, including rare diseases. Prometic’s differentiated research involves the study of two G-protein-coupled-receptors, GPR40 and GPR84. These drug candidates have a dual mode-of-action as agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. Our lead drug candidate, PBI-4050, is expected to enter Phase 3 clinical studies for the treatment of Alström Syndrome. A second drug candidate, PBI-4547, is expected to enter Phase 1 clinical studies in 2019. Prometic also has leveraged its experience in bioseparation technologies to isolate and purify biopharmaceuticals from human plasma. The lead plasma-derived therapeutic product is Ryplazim (plasminogen) which the Company expects to file a BLA with the US FDA seeking approval to treat patients with congenital plasminogen deficiency. The Corporation also operates a contract development and manufacturing operation in the United Kingdom, deriving revenue through sales of affinity chromatography media. Prometic has active business operations in Canada, the United States and the United Kingdom.

Forward Looking Statements

This presentation contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in the Annual Information Form for the year ended December 31, 2018, under the heading “Risk Factors”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise

 

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For further information please contact:

Bruce Pritchard

b.pritchard@prometic.com

450.781.0115

Patrick Sartore

p.sartore@prometic.com

450-781-0115

 

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Exhibit 99.96

 

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Press Release

for immediate release

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

PROMETIC COMPLETES REFINANCING TRANSACTIONS INCLUDING C$75 MILLION (APPROXIMATELY US$56 MILLION) IN GROSS PROCEEDS FROM NEW EQUITY FINANCING

 

   

STEFAN CLULOW APPOINTED AS CHAIR OF THE BOARD

 

   

KENNETH GALBRAITH APPOINTED AS CHIEF EXECUTIVE OFFICER

LAVAL, QUEBEC, CANADA – April 23, 2019 – Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (“Prometic” or the “Corporation”) is pleased to announce today’s closing of the recapitalization and equity offering previously announced on April 15, 2019. Prometic received C$75 million (approximately US$56 million) in gross proceeds from the equity offering led by Consonance Capital Management (“Consonance”) and Structured Alpha LP (“SALP”) and converted into equity substantially all of its indebtedness to SALP.

Upon the closing of these transactions, the Corporation has 20,947,510,578 common shares issued and outstanding on a fully-diluted basis, including all outstanding warrants, stock options and restricted share units.

Prometic intends to commence the previously-announced rights offering to its shareholders of record in May 2019 and to seek approval from its shareholders for a share consolidation at its next special Annual General Meeting of its shareholders, scheduled to be held in Montreal, Quebec on June 19, 2019.

Prometic is also pleased to announce the appointment of Stefan Clulow, Managing Director and Chief Investment Officer of Thomvest Asset Management, as Chair of Prometic’s Board of Directors and Kenneth Galbraith as Chief Executive Officer. Concurrent with these leadership changes, Professor Simon Best has been appointed Prometic’s Lead Independent Director, and Dr. Benny Soffer, of Consonance, has been designated as a Prometic board observer.

 

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“Professor Best’s leadership as Chair and interim CEO has enabled Prometic to make its way successfully through very challenging circumstances. On behalf of Prometic and its stakeholders, I thank Professor Best for his contribution to the company,” stated Mr. Clulow, Chair of the Board of Prometic.”

“I am also pleased to have Kenneth Galbraith join Prometic as CEO. Mr. Galbraith’s long record of success as an executive and investor gives us confidence that Prometic has the executive leadership, as well as the financial resoures, necessary to realize the value of the company’s assets,” stated Mr. Stefan Clulow. “We look forward to working with our new partners at Consonance to support Mr. Galbraith in realizing his vision for the company.”

Mr. Kenneth Galbrath, Prometic’s CEO, stated: “I am excited to join Prometic and look forward to working with the Board, the management team, and employees at Prometic and our strategic partners, to build a successful and focused global company which can discover and develop novel medicines that address unmet needs for patients with serious diseases in multiple therapeutic areas of interest. I look forward to discussing our plans further with shareholders at our first quarter earnings release in May”.

Biographical Information

Stefan Clulow – Chair of the Board

Stefan Clulow is Managing Director and Chief Investment Officer of Thomvest Asset Management, a private investment firm. Mr. Clulow has served on the Board of Prometic since 2014 and also sits on the boards of a number of private companies and charitable organizations. Prior to joining Thomvest, Mr. Clulow practiced law in Silicon Valley and Toronto, Canada. Mr. Clulow was educated at McGill University and is a member of the State Bar of California and the Law Society of Ontario.

 

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Mr. Kenneth Galbraith – Chief Executive Officer

Mr. Galbraith is a well-known and active member of the North American life sciences community with over 30 years of experience acting as an executive, director, investor and advisor to companies in the biotechnology, medical device, pharmaceutical and healthcare sectors.

Previously, Mr. Kenneth Galbraith was the Managing Director of Five Corners Capital. He joined Ventures West as a General Partner in 2007 and led the firm’s biotech practice prior to founding Five Corners Capital in 2013 to continue managing the Ventures West investment portfolio. Mr. Galbraith served as the Chair and CEO of AnorMED, a biopharmaceutical company focused on new therapeutic products in hematology, HIV and oncology, until its sale to Genzyme Corp. in 2006 in a cash transaction worth almost US$600 million. Starting in the biotech sector in 1987, Mr. Galbraith spent 13 years in senior management with QLT Inc., a global biopharmaceutical company specializing in developing treatments for eye diseases and oncology, retiring in 2000 from his position as Executive VP and CFO when QLT’s market capitalization exceeded US$5 billion. He has served on the board of directors of many public and private biotechnology companies, including Zymeworks (ZYME), Celator Pharmaceuticals (CPXX), Angiotech Pharmaceuticals (ANPI), Alder Pharmaceuticals (ALDR), and Tekmira (TKMR) . He currently serves on the Board of Directors of Macrogenics (MGNX) and Profound Medical ( TSX:PFN).

About Prometic Life Sciences Inc.

Prometic (www.prometic.com) is a innovative biopharmaceutical corporation with a broad pipeline of small molecule therapeutics under development to treat unmet needs in patients with liver, respiratory and kidney disease, including rare diseases. Prometic’s differentiated research involves the study of two G-protein-coupled-receptors, GPR40 and GPR84. These drug candidates have a dual mode-of-action as agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. Our lead drug candidate, PBI-4050, is expected to enter Phase 3 clinical studies for the treatment of Alström Syndrome in 2019. A second drug candidate, PBI-4547, is expected to enter Phase 1 clinical studies in 2019.

Prometic also has leveraged its experience in bioseparation technologies to isolate and purify biopharmaceuticals from human plasma. The lead plasma-derived therapeutic product is RyplazimTM (plasminogen) which the Company expects to file a BLA with the US FDA in 2019 seeking approval to treat patients with congenital plasminogen deficiency. The Corporation also operates a contract development and manufacturing operation in the United Kingdom, deriving revenue through sales of affinity chromatography media.

 

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Prometic has active business operations in Canada, the United States and the United Kingdom.

Forward Looking Statements

This press release contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, the possibility that the Corporation has to allocate proceeds to other uses or reallocate proceeds differently among the anticipated uses due to changes in project parameters, the ability of Prometic to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in Prometic’s Annual Information Form for the year ended December 31, 2018, under the heading “Risk and Uncertainties related to Prometic’s business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations. All amounts are in Canadian dollars unless indicated otherwise.

For further information please contact:

Patrick Sartore

Prometic Life Sciences Inc.

p.sartore@prometic.com

+1.450.781.0115

 

 

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Bruce Pritchard

Prometic Life Sciences Inc.

b.pritchard@prometic.com

+44 (0) 1223 420 300

 

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Exhibit 99.97

 

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NOTICE OF 2018 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF MEETING MATERIALS

 

 

1.

Notice of meeting

NOTICE IS HEREBY GIVEN THAT the Annual and Special Meeting of Shareholders (the “Meeting”) of Prometic Life Sciences Inc. (the “Corporation” or “Prometic”) will be held on Wednesday, May 9, 2018 at 10:30 a.m. (Montreal time) at the Fairmont The Queen Elizabeth, Room Agora, 900 Rene Levesque Blvd. W., Montreal, Québec, Canada for the following purposes:

 

1

to receive the consolidated financial statements of the Corporation for the financial year ended December 31, 2017 and the auditors’ report thereon;

 

2

to elect the directors for the ensuing year;

 

3

to appoint the auditors for the ensuing year and to authorize the directors to fix their remuneration;

 

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to consider and, if deemed advisable, pass an ordinary resolution of the shareholders, the full text of which is reproduced in ScheduleB” to the management information circular, to increase the maximum number of Common Shares reserved for issuance under the amended and restated stock option plan;

 

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to consider and, if deemed advisable, pass an ordinary resolution of the shareholders, the full text of which is reproduced in ScheduleD” to the management information circular, to increase the maximum number of Common Shares reserved for issuance under the amended and restated restricted share unit plan;

 

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to consider and, if deemed advisable, pass a special resolution (the “Consolidation Resolution”), the full text of which is reproduced in ScheduleF” to the management information circular, authorizing the Board to amend the articles of the Corporation to effect a consolidation of all of the issued and outstanding Common Shares, such that the trading price of the post-consolidation Common Shares is at a minimum of US$10 per post-consolidation Common Share calculated based on the 5-day volume weighted average trading price of the Common Shares (or such consolidation ratio that will permit the Corporation to meet its objectives with respect to a potential secondary listing on the Nasdaq Stock Exchange) (the “Share Consolidation”), effective as at the discretion of the Board;

 

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to consider and, if deemed advisable, pass an ordinary resolution of the shareholders, the full text of which is reproduced in ScheduleG” to the management information circular, to reconfirm and approve the Fourth Amended and Restated Shareholder Rights Plan Agreement to be effective until the termination of the annual meeting of the shareholders of the Corporation in the year 2021, as detailed in the management information circular attached hereto;

 

8

to consider and, if deemed advisable, pass an ordinary resolution of the shareholders, the full text of which is reproduced in ScheduleI” to the management information circular, to reconfirm and approve the Fourth Amended and Restated Spin-Off Shareholder Rights Plan Agreement to be effective until the termination of the annual meeting of the shareholders of the Corporation in the year 2021, as detailed in the management information circular attached hereto; and

 

9

to transact such other business as may properly be brought before the Meeting or any reconvened meeting following its adjournment or postponement.

Prometic Life Sciences Inc.

2017 Management Information Circular


Shareholders are reminded to review the Management Information Circular carefully before voting because it has been prepared to help you make an informed decision.

1.1 Notice-and-access

This year, as permitted by Canadian securities regulators, you are receiving this notification as the Corporation has decided to use the “notice-and-access” mechanism for delivery of its Meeting materials to its shareholders. Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials online, via SEDAR and one other website, rather than mailing paper copies of such materials to shareholders. Under notice-and-access, shareholders still receive a proxy form or voting instruction form enabling them to vote at the Corporation’s Meeting. However, instead of a paper copy of the Meeting materials, shareholders receive a notice which contains information on how they may access the Meeting materials online and how to request a paper copy. The use of notice-and-access will directly benefit the Corporation by substantially reducing its printing and mailing costs and is more environmentally friendly as it reduces paper use.

1.2 How to access the meeting materials

 

Our Website    On SEDAR
 
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Prometic.com    Sedar.com
 
under “Investors”/ “Investor’s Briefcase”     

1.3 How to request a paper copy of the meeting materials

1.3.1 Before the Meeting

If your name appears on a share certificate, you are considered as a “registered shareholder”. You may request paper copies of the Meeting materials at no cost to you by calling Computershare toll-free, within North America - 1-866-962-0498 or direct, from outside of North America – 514-982-8716 and entering your control number as indicated on your form of proxy.

If your Common Shares are listed in an account statement provided to you by an intermediary, you are considered as a “non-registered shareholder”. You may request paper copies of the Meeting materials from Broadridge at no cost to you up to one year from the date the Management Information Circular was filed on SEDAR through the Internet by going to www.proxyvote.com or by telephone at 1-877-907-7643 and entering the 16-digit control number located on the voting instruction form or notification letter and following the instructions provided.

Please note that you will not receive another form of proxy or voting instruction form; please retain your current one to vote your shares.

In any case, requests should be received at least five (5) business days prior to the proxy deposit date and time which is set for May 7, 2018 at 5:00 p.m. (Eastern Time) in order to receive the Meeting materials in advance of such date and the Meeting date. To ensure receipt of the paper copy in advance of the voting deadline and Meeting date, we estimate that your request must be received no later than 5:00 p.m. (Eastern Time) on April 25th, 2018.

1.3.2 After the Meeting

By telephone at 1-888-959-4007 or online at www.prometic.com/contact us. A copy of the Meeting materials will be sent to you within ten (10) calendar days of receiving your request.

 

Prometic Life Sciences Inc.

2017 Management Information Circular


1.4 Voting

1.4.1 Registered shareholder

If you are a registered shareholder, you may vote your Common Shares on the Internet, by phone or by mail. Please refer to the instructions on your separate form of proxy on how to vote using these methods. You may also vote in person by presenting yourself at the Annual and Special Meeting of Shareholders to a representative of Computershare. If you wish to vote in person at the Meeting, do not complete or return the form of proxy.

1.4.2 Non-registered shareholder

Non-registered shareholder should refer to the instructions on the separate voting instruction form sent by the shareholder’s nominee. To vote in person at the Meeting, the non-registered shareholder must insert its own name in the space provided on the request for voting instructions provided by the nominee to appoint himself/herself as proxy holder and follow the instructions of the nominee.

The deadline for receiving duly completed forms of proxy or voting instruction forms or a vote using the telephone or over the Internet is 5:00 p.m. (Eastern Time) on May 7, 2018.

1.5 Questions

1.5.1 Registered shareholder

Any questions regarding this notice, the notice-and-access mechanism or the Meeting, please call Computershare at 1-800-564-6253 (toll free in Canada and the United States) between 8:30 a.m. and 8:00 p.m. Eastern Time or 514-982-7555 (international direct dial) or by email at service@computershare.com.

1.5.2 Non-registered shareholder

Any questions regarding this notice, the notice-and-access mechanism or the Meeting, please call Broadridge Investor Communication Solutions at 1-855-887-2244.

By order of the Board of Directors,

(s) Patrick Sartore

Patrick Sartore

Chief Legal Officer and Corporate Secretary

Laval, Québec, this 22nd day of March, 2018

IMPORTANT

If you cannot attend the Meeting personally, please sign, date and return the enclosed Form of Proxy in the envelope provided for that purpose to the transfer agent of the Corporation, Computershare Trust Company of Canada, 100 University Avenue, 9th floor, Toronto, Ontario M5J 2Y1, no later than forty-eight hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any reconvened meeting following its adjournment or postponement.

 

Prometic Life Sciences Inc.

2017 Management Information Circular

Exhibit 99.98

 

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NOTICE OF 2019 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND NOTICE OF AVAILABILITY OF MEETING MATERIALS

 

 

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Notice of meeting

NOTICE IS HEREBY GIVEN THAT the Annual and Special Meeting of Shareholders (the “Meeting”) of Prometic Life Sciences Inc. (the “Corporation” or “Prometic”) will be held on Wednesday, June 19, 2019 at 10:30 a.m. (Montreal time) at the Centre Mont-Royal, Room Cartier 1 & 2, 2200, rue Mansfield, Montreal, Quebec, Canada for the following purposes:

 

1

to receive the consolidated financial statements of the Corporation for the financial year ended December 31, 2018 and the auditors’ report thereon (for details, see subsection “Financial Statements and Auditor’s Report” under the “Business of the Meeting” section of the management information circular of the Corporation dated May 7, 2019 (the “Management Information Circular”));

 

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to elect the directors for the ensuing year (for details, see subsection “Election of Directors” under the “Business of the Meeting” section of the Management Information Circular);

 

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to appoint the auditors for the ensuing year and to authorize the directors to fix their remuneration (for details, see subsection “Appointment of Auditors” under the “Business of the Meeting” section of the Management Information Circular);

 

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to consider and, if deemed advisable, pass an ordinary resolution of the shareholders, the full text of which is reproduced in Schedule “D” to the Management Information Circular, to approve the Omnibus Incentive Plan of the Corporation (the “Omnibus Incentive Plan”) (for details, see subsection “Omnibus Incentive Plan” under the “Business of the Meeting” section of the Management Information Circular);

 

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to consider and, if deemed advisable, pass a special resolution (the “Consolidation Resolution”), the full text of which is reproduced in Schedule “E” to the Management Information Circular, authorizing the Board of Directors of the Corporation (the “Board”) to amend the articles of the Corporation to effect a consolidation of all of the issued and outstanding common shares of the Corporation (the “Common Shares”), on the basis of a consolidation ratio to be selected by the Board within a range between seven hundred fifty (750) pre-consolidation Common Shares for one (1) post-consolidation Common Share and one thousand two hundred fifty (1250) pre-consolidation Common Shares for one (1) post-consolidation Common Share (the “Share Consolidation”), effective as at the discretion of the Board (for details, see subsection “Share Consolidation” under the “Business of the Meeting” section of the Management Information Circular); and

 

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to transact such other business as may properly be brought before the Meeting or any reconvened meeting following its adjournment or postponement.

Shareholders are reminded to review the Management Information Circular carefully before voting because it has been prepared to help you make an informed decision.

1.1 Notice-and-Access

This year, as permitted by Canadian securities regulators, you are receiving this notification as the Corporation has decided to use the “notice-and-access” mechanism for delivery to the shareholders of this notice of annual and special meeting of shareholders, the Management Information Circular and other proxy-related materials (the “Meeting Materials”) as well as the annual audited consolidated financial statements of the Corporation for the financial year ending December 31, 2018, together with the independent auditor’s report thereon and related management’s discussion and analysis (together, the “Financial Statements”). Notice-and-access is a set of rules that allows issuers

Prometic Life Sciences Inc.

2019 Management Information Circular


to post electronic versions of proxy-related materials online, via SEDAR and one other website, rather than mailing paper copies of such materials to shareholders. Under notice-and-access, shareholders still receive a proxy form or voting instruction form enabling them to vote at the Corporation’s Meeting. However, instead of a paper copy of the Meeting Materials and the Financial Statements, shareholders receive a notice which contains information on how they may access the Meeting Materials and the Financial Statements online and how to request a paper copy. The use of notice-and-access will directly benefit the Corporation by substantially reducing its printing and mailing costs and is more environmentally friendly as it reduces paper use.

1.2 How to access the Meeting Materials and the Financial Statements

 

Our Website    On SEDAR
 
LOGO    LOGO
 
Prometic.com    Sedar.com
 
under “Investors & Media”/ “Investor Briefcase”     

1.3 How to request a paper copy of the Meeting Materials and of the Financial Statements

1.3.1 Before the Meeting

If your name appears on a share certificate, you are considered as a “registered shareholder”. You may request paper copies of the Meeting Materials and the Financial Statements at no cost to you by calling Computershare toll-free, within North America - 1-866-962-0498 or direct, from outside of North America – 514-982-8716 and entering your control number as indicated on your form of proxy.

If your Common Shares are listed in an account statement provided to you by an intermediary, you are considered as a “non-registered shareholder”. You may request paper copies of the Meeting Materials and the Financial Statements from Broadridge at no cost to you up to one year from the date the Management Information Circular or the date of the Annual Financial Statements was filed on SEDAR through the Internet by going to www.proxyvote.com or by telephone at 1-877-907-7643 and entering the 16-digit control number located on the voting instruction form or notification letter and following the instructions provided.

Please note that you will not receive another form of proxy or voting instruction form; please retain your current one to vote your shares.

In any case, requests should be received at least five (5) business days prior to the proxy deposit date and time which is set for June 17, 2019 at 5:00 p.m. (Eastern Time) in order to receive the Meeting Materials and the Financial Statements in advance of such date and the Meeting date. To ensure receipt of the paper copy in advance of the voting deadline and Meeting date, we estimate that your request must be received no later than 5:00 p.m. (Eastern Time) on June 5th, 2019.

1.3.2 After the Meeting

By telephone at 1-888-959-4007 or online at www.prometic.com/contact us. A copy of the Meeting Materials and the Financial Statements will be sent to you within ten (10) calendar days of receiving your request.

 

Prometic Life Sciences Inc.

2019 Management Information Circular


1.4 Voting

1.4.1 Registered shareholder

If you are a registered shareholder, you may vote your Common Shares on the Internet, by phone or by mail. Please refer to the instructions on your separate form of proxy on how to vote using these methods. You may also vote in person by presenting yourself at the Annual and Special Meeting of Shareholders to a representative of Computershare. If you wish to vote in person at the Meeting, do not complete or return the form of proxy.

1.4.2 Non-registered shareholder

Non-registered shareholders should refer to the instructions on the separate voting instruction form sent by the shareholder’s nominee. To vote in person at the Meeting, the non-registered shareholder must insert its own name in the space provided on the request for voting instructions provided by the nominee to appoint himself/herself as proxy holder and follow the instructions of the nominee.

The record date for determination of shareholders entitled to receive notice of and to vote at the Meeting is May 10, 2019.

The deadline for receiving duly completed forms of proxy or voting instruction forms or a vote using the telephone or over the Internet is 5:00 p.m. (Eastern Time) on June 17, 2019.

1.5 Questions

1.5.1 Registered shareholder

If you have any questions regarding this notice, the notice-and-access mechanism or the Meeting, please call Computershare at 1-800-564-6253 (toll free in Canada and the United States) between 8:30 a.m. and 8:00 p.m. Eastern Time or 514-982-7555 (international direct dial) or by email at service@computershare.com.

1.5.2 Non-registered shareholder

Any questions regarding this notice, the notice-and-access mechanism or the Meeting, please call Broadridge Investor Communication Solutions at 1-855-887-2244.

By order of the Board of Directors,

(s) Patrick Sartore

Patrick Sartore

Chief Legal Officer and Corporate Secretary

Laval, Québec, this 7th day of May, 2019

IMPORTANT

If you cannot attend the Meeting personally, please sign, date and return the enclosed Form of Proxy in the envelope provided for that purpose to the transfer agent of the Corporation, Computershare Trust Company of Canada, 100 University Avenue, 9th floor, Toronto, Ontario M5J 2Y1, no later than forty-eight hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any reconvened meeting following its adjournment or postponement.

 

 

Prometic Life Sciences Inc.

2019 Management Information Circular

Exhibit 99.99

 

     LOGO
     1500 Robert-Bourassa Blvd.
March 2, 2018      7th Floor
     Montreal QC, H3A 3S8
     www.computershare.com

To: All Canadian Securities Regulatory Authorities

Subject: Prometic Life Sciences Inc.

Dear Sir/Madam:

We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:

 

Meeting Type :

   Annual General and Special Meeting

Record Date for Notice of Meeting :

   March 29, 2018

Record Date for Voting (if applicable) :

   March 29, 2018

Beneficial Ownership Determination Date :

   March 29, 2018

Meeting Date :

   May 09, 2018

Meeting Location (if available) :

   Montréal QC

Issuer sending proxy related materials directly to NOBO:

   No

Issuer paying for delivery to OBO:

   Yes
Notice and Access (NAA) Requirements:   

NAA for Beneficial Holders

   Yes

Beneficial Holders Stratification Criteria:

   Not Applicable

NAA for Registered Holders

   Yes

Registered Holders Stratification Criteria:

   Not Applicable

Voting Security Details:

 

Description    CUSIP Number    ISIN
COMMON SHARES    74342Q104    CA74342Q1046

 

Sincerely,
Computershare
Agent for Prometic Life Sciences Inc.

Exhibit 99.100

 

     LOGO
     1500 Robert-Bourassa Blvd.
April 15, 2019      7th Floor
     Montreal QC, H3A 3S8
     www.computershare.com

To: All Canadian Securities Regulatory Authorities

Subject: Prometic Life Sciences Inc.

Dear Sir/Madam:

We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:

 

Meeting Type :

   Annual General and Special Meeting

Record Date for Notice of Meeting :

   May 10, 2019

Record Date for Voting (if applicable) :

   May 10, 2019

Beneficial Ownership Determination Date :

   May 10, 2019

Meeting Date :

   June 19, 2019

Meeting Location (if available) :

   Montréal, QC

Issuer sending proxy related materials directly to NOBO:

   No

Issuer paying for delivery to OBO:

   Yes
Notice and Access (NAA) Requirements:   

NAA for Beneficial Holders

   Yes

Beneficial Holders Stratification Criteria:

   Not Applicable

NAA for Registered Holders

   Yes

Registered Holders Stratification Criteria:

   Not Applicable

Voting Security Details:

 

Description    CUSIP Number    ISIN
COMMON SHARES    74342Q104    CA74342Q1046

 

Sincerely,
Computershare
Agent for Prometic Life Sciences Inc.

Exhibit 99.101

 

         LOGO    Have questions about this notice? Call the Toll Free Number below or scan the QR code to find out more   
   Toll Free – 1-866 964-0492   
   LOGO    www.computershare.com/ noticeandaccess   

 

 

  

Notice of Availability of Proxy Materials for

the Annual and Special Meeting of Shareholders of Prometic Life Sciences Inc.

 

 

  
  Meeting Date and Location:           

 

              Fold
  When:    Wednesday, May 9, 2018 10:30 a.m. (Eastern Daylight Time)      Where:   

Fairmont The Queen Elizabeth, Room Agora,

900 Rene Levesque Blvd. W., Montreal,

Quebec, Canada

  

 

 

  

You are receiving this notice to advise that the proxy materials for the above noted securityholders’ meeting are available on the Internet. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We remind you to access and review all of the important information contained in the information circular and other proxy materials before voting.

 

The information circular and other relevant materials are available at:

 

www.prometic.com/investors/briefcase

 

OR

 

www.sedar.com

  

 

  

How to Obtain Paper Copies of the Proxy Materials

 

  

 

Securityholders may request to receive paper copies of the current meeting materials by mail at no cost. Requests for paper copies may be made using your Control Number as it appears on your enclosed Voting Instruction Form or Proxy. To ensure you receive the materials in advance of the voting deadline and meeting date, all requests must be received no later than April 25, 2018. If you do request the current materials, please note that another Voting Instruction Form/Proxy will not be sent; please retain your current one for voting purposes.

   Fold

 

For Holders with a 15 digit Control Number:

 

Request materials by calling Toll Free, within North America - 1-866-962-0498 or direct, from Outside of North America - (514) 982-8716 and entering your control number as indicated on your Voting Instruction Form or proxy.

 

To obtain paper copies of the materials after the meeting date, please contact 1-888-959-4007.

  

For Holders with a 16 digit Control Number:

 

Request materials by calling Toll Free, within North America - 1-877-907-7643 or direct, from Outside of North America - (905) 507-5450 and entering your control number as indicated on your Voting Instruction Form.

 

To obtain paper copies of the materials after the meeting date, please contact 1-888-959-4007.

  

01EHMC


 

  

  Securityholder Meeting Notice

  

 

The resolutions to be voted on at the meeting are listed below along with the Sections within the Information Circular where disclosure regarding the matter can be found.

 

1  Election of Directors

 

2  Appointment of the auditors for the ensuing year and authorization granted to the directors to fix the auditors’ remuneration;

 

3  Ordinary resolution of the shareholders, the full text of which is reproduced in ScheduleB” to the management information circular, to increase the maximum number of Common Shares reserved for issuance under the amended and restated stock option plan;

 

4  Ordinary resolution of the shareholders, the full text of which is reproduced in ScheduleD” to the management information circular, to increase the maximum number of Common Shares reserved for issuance under the amended and restated restricted share unit plan;

 

5  Special resolution (the “Consolidation Resolution”), the full text of which is reproduced in Schedule F” to the management information circular, authorizing the Board to amend the articles of the Corporation to effect a consolidation of all of the issued and outstanding Common Shares, such that the trading price of the post-consolidation Common Shares is at a minimum of US$10 per post-consolidation Common Share calculated based on the 5-day volume weighted average trading price of the Common Shares (or such consolidation ratio that will permit the Corporation to meet its objectives with respect to a potential secondary listing on the Nasdaq Stock Exchange) (the “Share Consolidation”), effective as at the discretion of the Board;

 

6  Ordinary resolution of the shareholders, the full text of which is reproduced in ScheduleG” to the management information circular, to reconfirm and approve the Amended and Restated Shareholder Rights Plan Agreement to be effective until the termination of the annual meeting of the shareholders of the Corporation in the year 2021, as detailed in the management information circular; and

 

7  Ordinary resolution of the shareholders, the full text of which is reproduced in ScheduleI” to the management information circular, to reconfirm and approve the Amended and Restated Spin-Off Shareholder Rights Plan Agreement to be effective until the termination of the annual meeting of the shareholders of the Corporation in the year 2021, as detailed in the management information circular attached hereto.

 

 

Voting

 

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE.

 

You may vote in the manner indicated in the enclosed Form of Proxy, which includes voting via internet or telephone, or by completing and returning the enclosed Form of Proxy to Broadridge, at the specified address, or to Computershare at the specified address prior 5:00 p.m. (Montreal time) on May 7, 2018, or any adjournment or postponement of the Meeting, in order for your shares to be voted at the Meeting.

 

  

 

Fold

 

PLEASE VIEW THE INFORMATION CIRCULAR PRIOR TO VOTING

 

 

 

Annual Financial statement delivery

 

• Only Registered and Beneficial holders who opted to receive one

  

 

Fold

01EHNC

Exhibit 99.102

 

LOGO

 

Certificate of Amendment   Certificat de modification
Canada Business Corporations Act   Loi canadienne sur les sociétés par actions

PROMETIC LIFE SCIENCES INC.

PROMETIC SCIENCES DE LA VIE INC.

 

Corporate name / Dénomination sociale

307730-6

 

Corporation number / Numéro de société

 

I HEREBY CERTIFY that the articles of the above-named corporation are amended under section 178 of the Canada Business Corporations Act as set out in the attached articles of amendment.    JE CERTIFIE que les statuts de la société susmentionnée sont modifiés aux termes de l’article 178 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses modificatrices ci-jointes.

 

LOGO

Cheryl Ringor

 

Deputy Director / Directeur adjoint

2018-11-13

 

Date of amendment (YYYY-MM-DD)

Date de modification (AAAA-MM-JJ)

 

LOGO


LOGO

 

    Form 4    Formulaire 4
    Articles of Amendment    Clauses modificatrices
  Canada Business Corporations Act    Loi canadienne sur les sociétés par
  (CBCA) (s. 27 or 177)    actions (LCSA) (art. 27 ou 177)

 

1

Corporate name

Dénomination sociale

PROMETIC LIFE SCIENCES INC.

PROMETIC SCIENCES DE LA VIE INC.

 

2

Corporation number

Numéro de la société

307730-6

 

3

The articles are amended as follows

Les statuts sont modifiés de la façon suivante

The corporation amends the description of classes of shares as follows:

La description des catégories d’actions est modifiée comme suit :

See attached schedule / Voir l’annexe ci-jointe

 

4

Declaration: I certify that I am a director or an officer of the corporation.

Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société.

 

Original signed by / Original signé par

Pierre Laurin

Pierre Laurin

450-781-0115

Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250 (1) of the CBCA).

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

 

LOGO    IC 3069 (2008/04)


Schedule / Annexe

Description of Classes of Shares / Description des catégories d’action

Schedule 1 to the Articles of Amendment dated January 25, 2013 containing the description of the share capital of the Corporation is hereby repealed and replaced by the following Schedule 1.

SCHEDULE 1

TO THE ARTICLES OF AMENDMENT

The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of Preferred Shares issuable in series.

COMMON SHARES:

The Common Shares shall have the following rights, privileges, restrictions and conditions:

1. VOTING RIGHTS

The holders of Common Shares shall be entitled to one (1) vote for each Common Share held by them at all meetings of shareholders.

2. LIQUIDATION, DISSOLUTION OR OTHER DISTRIBUTION OF ASSETS

In the event of the voluntary or involuntary liquidation, dissolution, winding-up or other distribution of assets of the Corporation, the holders of Common Shares shall be entitled to receive the remaining property of the Corporation, pari passu, to the exclusion of the holders of shares of any other class.

3. DIVIDENDS

The holders of Common Shares shall be entitled, pari passu, subject to the other provisions of this Schedule 1, to receive such dividends as may be declared by the directors of the Corporation from time to time.

4. AMENDMENTS SUBJECT TO CONFIRMATION BY ARTICLES OF AMENDMENT

Subject to confirmation by articles of amendment and the issue of a Certificate of Amendment, the director or directors of the Corporation may, at any time or times or from time to time, adopt a resolution or resolutions whereby the terms hereof and of the foregoing paragraphs may be altered, amended or repealed or the application thereof suspended in any particular case and changes made in the rights, privileges, restrictions and conditions attached to one or more classes of shares of the Corporation, but no such resolution shall have any force or effect until after it has been sanctioned by the vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) in value of the voting shares then outstanding and of at least sixty-six and two-thirds percent (66 2/3%) in value of shares of each class affected by such amendment, in each case voting separately as a class at a meeting or meetings specially called for such purpose.


PREFERRED SHARES:

The Preferred Shares are issuable in series and shall have the following rights, privileges, restrictions and conditions:

1. The directors of the Corporation may at any time and from time to time issue the Preferred Shares in one or more series, each series to consist of such number of shares as may before issuance thereof be determined by the directors.

2. Subject to the provisions of paragraph 10, the holders of the Preferred Shares shall not, as such, have any voting rights for the election of directors or for any other purpose nor shall they be entitled to attend shareholders’ meetings.

3. The directors of the Corporation may (subject as hereinafter provided) from time to time fix before issuance the designation, rights, restrictions, conditions and limitations to be attached to the Preferred Shares of each series including, without limiting the generality of the foregoing, the rate, amount or method of calculation of preferential dividends, whether or not cumulative or non-cumulative or partially cumulative, and whether such rate, amount or method of calculation shall be subject to change or adjustment in the future, the currency or currencies of payment, the date or dates and place or places of payment thereof and the date or dates from which such preferential dividends shall accrue, the redemption price and terms and conditions of redemption, the rights of retraction, if any, vested in the holders of Preferred Shares of such series, and the prices and the other terms and conditions of any rights of retraction, and whether any additional rights of retraction may be vested in such holders in the future, conversion rights (if any) or other provisions attached to the Preferred Shares of such series, the whole subject to the issue by the Director, Industry Canada, of a certificate of amendment in respect of articles of amendment in prescribed form to designate a series of shares.

4. When any fixed cumulative dividends or amounts payable on a return of capital are not paid in full, the Preferred Shares of all series shall participate rateably in respect of such dividends including accumulations, if any, in accordance with the sums which would be payable on the Preferred Shares if all such dividends were declared and paid in full, and on any return of capital in accordance with the sums which would be payable on such return of capital if all sums so payable were paid in full.

5. The Preferred Shares shall be entitled to preference over the other classes of shares of the Corporation with respect to the payment of dividends and may also be given such other preferences over the other classes of shares of the Corporation as may be fixed by the directors of the Corporation as to the respective series authorized to be issued.

6. The Preferred Shares of each series shall rank on a parity with the Preferred Shares of every other series with respect to priority in payment of dividends and in the distribution of assets in the event of liquidation, dissolution or winding-up of the Corporation whether voluntary or involuntary.


7. In the event of the liquidation, dissolution or winding-up of the Corporation or other distribution of assets of the Corporation among shareholders for the purpose of winding-up its affairs, the holders of the Preferred Shares shall, before any amount shall be paid to or any property or assets of the Corporation distributed among the holders of the other classes of shares of the Corporation, be entitled to receive (i) an amount equal to the amount paid up on such shares, together with, in the case of cumulative dividends, all unpaid cumulative dividends (which for such purpose shall be calculated as if such cumulative dividends were accruing from day to day for the period from the expiration of the last period for which cumulative dividends have been paid up to and including the date of distribution) and, in the case of non-cumulative dividends, all declared and unpaid non-cumulative dividends, and (ii) if such liquidation, dissolution, winding-up or distribution shall be voluntary, an additional amount equal to the premium, if any, which would have been payable on the redemption of the said Preferred Shares, respectively, if they had been called for redemption by the Corporation on the date of distribution and, if said Preferred Shares could not be redeemed on such date, then an additional amount equal to the greatest premium, if any, which would have been payable on the redemption of said Preferred Shares, respectively.

8. No dividends shall at any time be declared or paid on or set apart for payment on any shares of the Corporation ranking junior to the Preferred Shares unless all dividends up to and including the dividend payable for the last completed period for which such dividends shall be payable on each series of Preferred Shares then issued and outstanding shall have been declared and paid or set apart for payment at the date of such declaration or payment or setting apart for payment on such shares of the Corporation ranking junior to the Preferred Shares nor, unless any such requirement is waived as part of the conditions, restrictions and limitations attached to a particular series of Preferred Shares, shall the Corporation call for redemption or redeem or purchase for cancellation or reduce or otherwise pay off any of the Preferred Shares (less than the total amount then outstanding) or any shares of the Corporation ranking junior to the Preferred Shares unless all dividends up to and including the dividend payable for the last completed period for which such dividends shall be payable on each series of the Preferred Shares then issued and outstanding shall have been declared and paid or set apart for payment at the date of such call for redemption, purchase, reduction or other payment.

9. The Preferred Shares of any series may be purchased for cancellation or made subject to redemption by the Corporation at such times and at such prices and upon such other terms and conditions as may be specified in the rights, privileges, restrictions and conditions attached to the Preferred Shares of such series as set forth in the resolution of the board of directors of the Corporation and certificate of amendment relating to such series.

10. The provisions of paragraphs 1 to 9, inclusive, and of this paragraph 10 may be deleted or varied in whole or in part by a Certificate of Amendment, but only with the prior approval of the holders of the Preferred Shares given as hereinafter specified in addition to any other approval required by the Canada Business Corporations Act (or any other statutory provision of like or similar effect, from time to time in force). The approval of the holders of the Preferred Shares with respect to any and all matters hereinbefore referred to may be given by at least 2/3 of the votes cast at a meeting of the holders of the Preferred Shares duly called for that purpose and held upon at least 21 days’ notice at which the holders of a majority of the outstanding Preferred Shares are present or represented by proxy. If at any such meeting the holders of a majority of the outstanding Preferred Shares are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date being not less than 30 days later


and to such time and place as may be appointed by the chairman and not less than 21 days’ notice shall be given of such adjourned meeting but it shall not be necessary in such notice to specify the purpose for which the meeting was originally called. At such adjourned meeting the holders of Preferred Shares present or represented by proxy may transact the business for which the meeting was originally called and a resolution passed thereat by not less than 2/3 of the votes cast at such adjourned meeting shall constitute the authorization of the holders of the Preferred Shares referred to above. The formalities to be observed in respect of the giving of notice of any such meeting or adjourned meeting and the conduct thereof shall be those from time to time prescribed by the by-laws of the Corporation with respect to meetings of shareholders. On every poll taken at every such meeting or adjourned meeting every holder of Preferred Shares shall be entitled to one vote in respect of each Preferred Share held.

SERIES A PREFERRED SHARES

The Series A Preferred Shares shall, in addition to the rights, privileges, restrictions and conditions attached to the Preferred Shares as a class, carry and be subject to the following designations, rights, privileges, restrictions and conditions:

Section 1. INTERPRETATION

(1) Defined Terms. The following definitions and interpretation rules apply in these Series A Preferred Share Terms:

Business Day means a day, other than a Saturday or Sunday, on which banks in Montreal, Québec are open for the general transaction of business.

Canadian Securities Laws means all applicable securities laws in each of the provinces and territories of Canada emanating from Governmental Authorities including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the Securities Commissions, all discretionary rulings and orders, if any, of the Securities Commissions and the TSX Rules.

CBCA means the Canada Business Corporations Act.

Change of Control Event means the occurrence of any of the following events: (i) a capital reorganization of the Corporation, (ii) a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other person (other than an affiliate of the Corporation); (iii) a sale, lease, exclusive license, transfer, exchange or other disposition of all or substantially all or conveyance of the property directly or indirectly owned or held by the Corporation to any other person (other than an affiliate of the Corporation); (iv) the occurrence of any transaction or event as a result of which any person (or group of persons) purchases or acquires legal or beneficial ownership, either directly or indirectly, of more than 50% of the voting power of the outstanding voting securities of the Corporation; (v) a liquidation, dissolution or winding-up of the Corporation; or (vi) another similar transaction.

Common Shares means the common shares in the capital of the Corporation.


Control, Controlling or Controlled means, in respect of a particular person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ability to exercise voting power, by contract or otherwise (excluding, for avoidance of doubt, solely on account of any changes in management or the board of directors) made from time to time).

Governmental Authority means any United States, Canadian or other: (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, bureau or agency, domestic or foreign; (b) any subdivision, agent, commission, board, or authority of any of the foregoing; or (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, and any stock exchange or self-regulatory authority and, for greater certainty, includes the Securities Commissions, the TSX and Market Regulation Services Inc.

Holders means the holders of the Series A Preferred Shares.

Law means Canadian Securities Laws, US Securities Laws and all other statutes, regulations, statutory rules, orders, by-laws, codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or license, or any judgment, order, decision, ruling, award, policy or guideline, of any Governmental Authority, and the term applicable with respect to such Laws and in the context that refers to one or more persons, means that such Laws apply to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over the person or persons or its or their business, undertaking, property or securities.

Preferred Share Terms means the rights, privileges, restrictions and conditions attached to the Preferred Shares as a class.

Redeem or Redeemable or Redemption means the redemption of Series A Preferred Shares, in accordance with these Series A Preferred Share Terms.

Redemption Amount means the consideration per Common Share (cash or otherwise), received by some or all holders of Common Shares upon the occurrence of a Change of Control Event. If the holders of Common Shares have the right to elect the kind or amount of consideration receivable upon the occurrence of a Change of Control Event, then the Holders shall have the right to make a similar election upon redemption with respect to the securities or property that the Holder will receive upon redemption.

Redemption Date means the date that Series A Preferred Shares are Redeemed, in accordance with these Series A Preferred Share Terms, which, for greater certainty, must be concurrently to, or after, the effective date of a Change of Control Event.

Redemption Notice has the meaning given to it in Section 5(2).

Securities Commissions means, collectively, the securities commissions or other securities regulatory authorities in each of the provinces and territories of Canada in which the Corporation is a reporting issuer.

Series A Preferred Share Terms the rights, privileges, restrictions and conditions attached to the Series A Preferred Shares as a series.


TSX means the Toronto Stock Exchange.

TSX Rules means the TSX Corporation Manual.

US Securities Laws means all applicable U.S. federal and state securities laws including the respective rules and regulations made thereunder together with applicable rules, policies, notices, discretionary rulings and orders issued by applicable securities regulatory authorities having application, all as the same are in effect at the date hereof.

(2) Where a Redemption Date falls on a day that is not a Business Day, the relevant Redemption shall occur on the day that is the next day that is a Business Day.

Section 2. LIQUIDATION, DISSOLUTION OR OTHER DISTRIBUTION OF ASSETS

In the event of the voluntary or involuntary liquidation, dissolution, winding-up or other distribution of assets of the Corporation, the Holders shall be entitled to receive property of the Corporation, with a value that equals to the amount that would have been received had the Holders been pari passu with the holders of Common Shares with respect to the remaining property of the Corporation (grossed up to include the Holders), such amount distributable to the Holders in priority to the distribution of the remaining property of the Corporation to the holders of Common Shares.

Section 3. DIVIDENDS

The Holders shall be entitled, pari passu with the holders of Common Shares, to receive such dividends as may be declared by the directors of the Corporation on the Common Shares from time to time.

Section 4. RESTRICTIONS ON TRANSFER

The Holders may not transfer, sell or trade the Series A Preferred Shares, except to affiliates of Holders, an “accredited investor” (as such term is defined in National Instrument 45-106 – Prospectus Exemptions) or otherwise permitted under Canadian Securities Laws or US Securities Laws. For greater certainty, this provision does not restrict or otherwise limit the Holders’ right to pledge, mortgage, hypothecate or encumber the Series A Preferred Shares that it holds.

Section 5. REDEMPTION UPON A CHANGE OF CONTROL EVENT

(1) General. Each Series A Preferred Share shall be redeemed by the Corporation upon the occurrence of a Change of Control Event in accordance with this Section 5, to the extent permitted by Law.

(2) Notice of Change of Control Event from Corporation. The Corporation shall promptly give notice to the Holders of the occurrence, or the upcoming occurrence, of a Change of Control Event, it being understood that the failure by the Corporation to give such notice to the Holders shall not in any way, impact, impair or affect the remedies available to the Holders upon the occurrence of a Change of Control Event.


(3) Redemption Notice from Holders. Upon receipt of a notice of the occurrence of a Change of Control Event in accordance with Section 5(2), each Holder may send a written Redemption notice to the Corporation’s registered office (the “Redemption Notice”) not less than five (5) Business Days prior to the Redemption Date. Each Redemption Notice shall state:

(a) the number of Series A Preferred Shares held by the Holder that the Corporation shall Redeem on the Redemption Date;

(b) the Redemption Date;

(c) the method of payment to the Holder and payment details;

(d) the form of consideration (cash or otherwise) to the extent an election is available to the holders of Common Shares; and

(e) if the Holder holds shares in certificated form, that the Holder is to surrender to the Corporation, in the manner and at the place designated, its certificate or certificates representing the Series A Preferred Shares to be Redeemed.

(4) Redemption. The Corporation shall pay the Holders the Redemption Amount, which shall be no later than five (5) Business Days after the Corporation has received the Redemption Notice. No Redemption under this Section 5 shall occur until a Redemption Notice shall have been delivered by the Holders under this Section 5.

(5) Surrender of Certificates; Payment. On or before the applicable Redemption Date, each Holder shall, if such Holder holds the Series A Preferred Shares in certificated form, surrender the certificate or certificates representing such shares to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Amount for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event that less than all of the Series A Preferred Shares represented by a certificate are Redeemed, a new certificate, instrument, or book entry representing the unredeemed Series A Preferred Shares shall promptly be issued to such Holder.

(6) Additional Rights of the Holders upon a Change of Control Event. In addition to the remedies set out in this Section 5 upon the occurrence or existence of any Change of Control Event, the Holder may exercise any other right, power or remedy granted to it by the Preferred Share Terms, these Series A Preferred Share Terms or otherwise permitted to it by Law, including by suit in equity and/or by action at Law.

(7) Rights Subsequent to Redemption. If the Redemption Notice shall have been duly given, and if on the Redemption Date the Redemption Amount payable upon Redemption of all of the Series A Preferred Shares is paid or tendered for payment, then notwithstanding that any certificates evidencing any of the Series A Preferred Shares so called for Redemption shall not have been surrendered and all rights with respect to such shares shall forthwith after the Redemption Date terminate, except only the right of the Holders to receive the Redemption Amount without interest upon surrender of any such certificate or certificates therefor.


Section 6. REDEEMED OR OTHERWISE ACQUIRED SHARES

Any Series A Preferred Shares that are Redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and shall not be re-issued.

Section 7. WAIVER

Any of the rights, powers, preferences and other terms of the Series A Preferred Shares set forth herein may be waived on behalf of the Holders by the affirmative written consent of the Holders.

Section 8. NOTICES

Any notice required or permitted to be given to the Holders shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the CBCA, and shall be deemed sent upon such mailing or electronic transmission.

Section 9. AMENDMENTS

These Series A Preferred Share Terms may be repealed, altered, modified, amended or amplified only with the sanction of the Holders given as specified in the Preferred Share Terms, in addition to any other approval required by the CBCA.

 

Exhibit 99.103

 

LOGO

 

Certificate of Amendment   Certificat de modification
Canada Business Corporations Act   Loi canadienne sur les sociétés par actions

PROMETIC LIFE SCIENCES INC.

PROMETIC SCIENCES DE LA VIE INC.

 

Corporate name / Dénomination sociale

307730-6

 

Corporation number / Numéro de société

 

I HEREBY CERTIFY that the articles of the above-named corporation are amended under section 178 of the Canada Business Corporations Act as set out in the attached articles of amendment.    JE CERTIFIE que les statuts de la société susmentionnée sont modifiés aux termes de l’article 178 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les clauses modificatrices ci-jointes.

 

LOGO

Raymond Edwards

 

Director / Directeur

2019-06-28

 

Date of amendment (YYYY-MM-DD)

Date de modification (AAAA-MM-JJ)

 

LOGO


LOGO

 

    Form 4    Formulaire 4
    Articles of Amendment    Clauses modificatrices
  Canada Business Corporations Act    Loi canadienne sur les sociétés par
  (CBCA) (s. 27 or 177)    actions (LCSA) (art. 27 ou 177)

 

1

Corporate name

Dénomination sociale

PROMETIC LIFE SCIENCES INC.

PROMETIC SCIENCES DE LA VIE INC.

 

2

Corporation number

Numéro de la société

307730-6

 

3

The articles are amended as follows

Les statuts sont modifiés de la façon suivante

See attached schedule / Voir l’annexe ci-jointe

 

4

Declaration: I certify that I am a director or an officer of the corporation.

Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société.

 

Original signed by / Original signé par

Patrick Sartore

Patrick Sartore

450-781-0115

Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250 (1) of the CBCA).

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

 

LOGO    IC 3069 (2008/04)


SCHEDULE

The articles are amended as follows:

All the issued and outstanding Common Shares of the Corporation are consolidated on the basis of a consolidation ratio of one thousand (1,000) pre-consolidation Common Shares for one (1) post-consolidation Common Share (the “Consolidation”).

Where the Consolidation results in a shareholder of the Corporation being entitled to a fractional Common Share that is equivalent to less than 75% of a whole post-consolidation Common Share, the holder shall be entitled to receive in exchange for such fractional post-consolidation Common Shares a cash payment equal to the number of pre-consolidation Common Shares held by such holder multiplied by the average closing price of the pre-consolidation Common Shares on the TSX for the five trading days immediately prior to July 5, 2019 except for amounts of C$5 or less, which shall be retained for the benefit of the Corporation, such payment to be made on presentation and surrender to the Corporation for cancellation of the certificate or certificates representing the issued and outstanding pre-consolidation Common Shares or an affidavit of loss in lieu thereof.

Where the Consolidation results in a shareholder of the Corporation being entitled to a fractional Common Share that is equivalent to 75% or more of a whole post-consolidation Common Share, the number of post-consolidation Common Shares issued to such shareholder shall be rounded up to the nearest whole number of Common Shares.

Exhibit 99.104

 

LOGO

VIA SEDAR

May 10, 2018

Alberta Securities Commission

Autorité des marchés financiers (Québec)

British Columbia Securities Commission

Manitoba Securities Commission

New Brunswick Securities Commission

Service Newfoundland and Labrador

Nova Scotia Securities Commission

Ontario Securities Commission

Prince Edward Island Securities Office

Saskatchewan Financial Services Commission

RE : Report of Voting Results pursuant to Section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations NI 51-102 »)

 

Following the Annual and Special Meeting of Shareholders of Prometic Life Sciences Inc. (the “Corporation”) held on May 9, 2018 (the “Meeting”), and in accordance with section 11.3 of NI 51-102, continuous disclosure obligations, we hereby advise you of the matters voted upon at the Meeting and the voting results, the whole as detailed in the Management Information Circular of the Corporation dated March 22, 2018 (the “Circular”). According to the scrutineers’ report, the shareholders present at the meeting, in person or by proxy, represented 322,348,643 Common Shares, or 45.25% of the 712,329,990 shares outstanding on March 29, 2018, the record date for the Meeting.

Election of Directors of the Corporation

The ten (10) nominees for Directors who were proposed by management of the Corporation were elected:

 

Name of Nominee

   For      Against    Withheld  
     Votes      %      Votes    %    Votes      %  

Simon Best

     245,117,480        87.25      n/a    n/a      35,813,127        12.75  

Stefan Clulow

     265,268,033        94.42      n/a    n/a      15,662,574        5.58  

Kenneth Galbraith

     254,986,445        90.76      n/a    n/a      25,944,162        9.24  

David John Jeans

     240,571,326        85.63      n/a    n/a      40,359,281        14.37  

Charles Kenworthy

     225,667,717        80.33      n/a    n/a      55,262,890        19.67  

Pierre Laurin

     253,205,439        90.13      n/a    n/a      27,725,168        9.87  

Louise Ménard

     200,382,357        71.33      n/a    n/a      80,548,249        28.67  

Paul Mesburis

     257,704,340        91.73      n/a    n/a      23,226,267        8.27  

Kory Sorenson

     263,609,498        93.83      n/a    n/a      17,321,109        6.17  

Bruce Wendel

     267,724,411        95.30      n/a    n/a      13,206,196        4.70  


Appointment of Auditors

Ernst & Young LLP were appointed auditors of the Corporation to hold office until the next annual meeting of shareholders, and the board of directors was authorized to fix the auditors’ remuneration.

 

For

 

Against

 

Withheld

Votes   %   Votes   %   Votes   %

303,479,209

  97.94   n/a   n/a   6,373,800   2.06

Increase of the maximum number of Common Shares reserved for issuance under the amended and restated Stock Option Plan

The increase of the maximum number of Common Shares reserved for issuance under the amended and restated Stock Option Plan was approved.

 

For

 

Against

 

Withheld

Votes   %   Votes   %   Votes   %

219,201,374

  78.03   61,729,232   21.97   n/a   n/a

Increase of the maximum number of Common Shares reserved for issuance under the amended and restated Restricted Share Unit Plan

The increase of the maximum number of Common Shares reserved for issuance under the amended and restated Restricted Share Unit Plan was approved.

 

For

 

Against

 

Withheld

Votes   %   Votes   %   Votes   %

221,107,388

  78.71   59,823,218   21.29   n/a   n/a

Consolidation of the Outstanding Common Shares of the Corporation

The amendment to the articles of the Corporation to effect a consolidation of all of the issued and outstanding common shares was approved, such that the trading price of the post-consolidation common shares is at a minimum of US$10 per post-consolidation common shares calculated based on the 5-day VWAP volume weighted average trading price of the common shares (or such consolidation ratio that will permit the Corporation to meet its objectives with respect to a potential secondary listing on the Nasdaq Stock Exchange), effective as at the discretion the Board.

 

For

 

Against

 

Withheld

Votes   %   Votes   %   Votes   %

237,858,484

  84.67   43,072,123   15.33   n/a   n/a


Reconfirmation and Approval of the Fourth Amended and Restated Shareholder Rights Plan Agreement

The Fourth Amended and Restated Shareholder Rights Plan Agreement to be effective until the termination of the annual meeting of the shareholders of the Corporation in the year 2021 was reconfirmed and approved.

 

For

 

Against

 

Withheld

Votes   %   Votes   %   Votes   %

230,912,394

  82.20   50,018,213   17.80   n/a   n/a

Reconfirmation and Approval of the the Fourth Amended and Restated Spin-Off Shareholder Rights Plan Agreement

The Fourth Amended and Restated Spin-Off Shareholder Rights Plan Agreement to be effective until the termination of the annual meeting of the shareholders of the Corporation in the year 2021 was reconfirmed and approved.

 

For

 

Against

 

Withheld

Votes   %   Votes   %   Votes   %

232,665,856

  82.82   48,264,751   17.18   n/a   n/a

 

PROMETIC LIFE SCIENCES INC.

(s) Patrick Sartore

Patrick Sartore
Corporate Secretary

Exhibit 99.105

 

LOGO

VIA SEDAR

June 19, 2019

Alberta Securities Commission

Autorité des marchés financiers (Québec)

British Columbia Securities Commission

Manitoba Securities Commission

New Brunswick Securities Commission

Service Newfoundland and Labrador

Nova Scotia Securities Commission

Ontario Securities Commission

Prince Edward Island Securities Office

Saskatchewan Financial Services Commission

 

RE :

Report of Voting Results pursuant to Section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations NI 51-102 »)

 

 

Following the Annual and Special Meeting of Shareholders of Prometic Life Sciences Inc. (the “Corporation”) held on June 19, 2019 (the “Meeting”), and in accordance with section 11.3 of NI 51-102, continuous disclosure obligations, we hereby advise you of the matters voted upon at the Meeting and the voting results, the whole as detailed in the Management Information Circular of the Corporation dated May 7, 2019 (the “Circular”). According to the scrutineers’ report, the shareholders present at the meeting, in person or by proxy, represented 16,792,591,957 Common Shares, or 81.04% of the 20,720,605,452 shares outstanding on May 10, 2019, the record date for the Meeting.

Election of Directors of the Corporation

The seven (7) nominees set forth in the Circular were elected as directors of the Corporation pursuant to a vote conducted by a show of hands:

 

Name of Nominee

   For      Withheld  
     Votes      %      Votes      %  

Simon Geoffrey Best

     16,728,666,243        99.83        27,934,841        0.17  

Stefan Clulow

     16,734,303,991        99.87        22,297,093        0.13  

Kenneth Galbraith

     16,739,015,483        99.90        17,585,601        0.10  

Gary J. Bridger

     16,739,454,207        99.90        17,146,877        0.10  

Neil A. Klompas

     16,740,432,806        99.90        16,168,278        0.10  

Zachary Newton

     16,737,582,720        99.89        19,018,364        0.11  

Timothy Steven Wach

     16,739,799,987        99.90        16,801,097        0.10  


Appointment of Auditors

PricewaterhouseCoopers LLP were appointed auditors of the Corporation to hold office until the next annual meeting of shareholders, and the board of directors was authorized to fix the auditors’ remuneration pursuant to a vote conducted by a show of hands.

 

For

   Withheld
Votes    %    Votes    %

16,769,856,163

   99.89    18,648,447    0.11

Omnibus Incentive Plan

The Omnibus Incentive Plan was approved pursuant to a vote conducted by ballot:

 

For

   Against
Votes    %    Votes    %

16,723,471,116

   99.79    35,707,697    0.21

Consolidation of the Outstanding Common Shares of the Corporation

The amendment to the articles of the Corporation to effect a consolidation of all of the issued and outstanding common shares of the Corporation was approved pursuant to a vote conducted by ballot, on the basis of a consolidation ratio to be selected by the Board within a range between seven hundred fifty (750) pre-consolidation Common Shares for one (1) post-consolidation Common Share and one thousand two hundred fifty (1250) pre-consolidation Common Shares for one (1) post-consolidation Common Share, effective as at the discretion of the Board and subject to TSX approval, provided that such date shall be before June 20, 2020.

 

For

   Against
Votes    %    Votes    %

16,730,151,507

   99.83    28,568,061    0.17

 

Prometic Life Sciences Inc.

(s) Patrick Sartore

Patrick Sartore
Chief Operating Officer, North America,
Chief Legal Officer and Corporate Secretary

Exhibit 99.106

 

LOGO

PROMETIC LIFE SCIENCES INC.

(the “Corporation”)

NOTICE OF CHANGE OF AUDITOR

(the “Notice”)

 

To:

Ernst & Young LLP

And To:         PricewaterhouseCoopers LLP

 

  1.

The directors of the Corporation do not propose to re-appoint Ernst & Young LLP, Chartered Professional Accountants (the “Former Auditor”), as auditors for the Corporation at the next Annual General and Special Meeting of Shareholders scheduled for June 19, 2019; and

 

  2.

The directors of the Corporation propose to appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants (the “Successor Auditor”), as successor auditors of the Corporation, in place of the Former Auditor, effective on June 19th, 2019.

In accordance with National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”), the Corporation confirms that:

 

  1.

The Former Auditor has not been proposed for reappointment as auditor of the Corporation;

 

  2.

The Former Auditor was initially appointed auditors of the Corporation effective May 5th, 2010. There were no reservations in the Former Auditor’s Reports on the Corporation’s consolidated financial statements for the two most recently completed fiscal years nor for any period subsequent thereto for which an audit report was issued and preceding the date hereof.

 

  3.

In the opinion of the Board of Directors of the Corporation, no “reportable event” as defined in NI 51-102 has occurred since the date of the Former Auditor’s appointment; and

 

  4.

The Notice and Auditor’s Letters have been reviewed by the Audit Committee and the Board of Directors of the Corporation.

Please advise the Board of Directors of the Corporation in writing whether or not you agree with the information in this notice.

DATED the 7th day of May, 2019

 

PROMETIC LIFE SCIENCES INC.
Per:   “Kenneth Galbraith”
 

Kenneth Galbraith

Chief Executive Officer

Exhibit 99.108

170123-MJ

FORM 13-501F1

CLASS 1 AND CLASS 3B REPORTING ISSUERS - PARTICIPATION FEE

 

MANAGEMENT CERTIFICATION

I, Patrick Sartore, an officer of the reporting issuer noted below have examined this Form 13-501F1 (the Form) being submitted hereunder to the Alberta Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.

 

(s)   

Patrick Sartore

     

March 28, 2018

Name: Patrick Sartore    Date:
Title: Chief Legal Officer and Corporate   

+

 

 

Reporting Issuer Name: Prometic Life Sciences Inc.   
End date of previous financial year: December 31, 2017   

Type of Reporting Issuer:         ☒ Class 1 Reporting Issuer                                 ☐ Class 3B Reporting Issuer

Highest Trading Marketplace: Toronto Stock Exchange

Market value of listed or quoted equity securities:

Equity Symbol PLI

 

1st Specified Trading Period

  

01/01/2017

   to      31/03/2017  
  

 

     

 

 

 
  

(DD/MM/YY)

        (DD/MM/YY

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $ 2.30 (i) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

           668,691,694 (ii) 
        

 

 

 

Market value of class or series

   (i) x (ii)       $ 1,537,990,896 (A) 
        

 

 

 

2nd Specified Trading Period

  

01/04/2017

   to      30/06/2017  
  

 

     

 

 

 
  

(DD/MM/YY)

        (DD/MM/YY

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $ 1.68 (iii) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

           669,546,147 (iv) 
        

 

 

 

Market value of class or series

   (iii) x (iv)       $ 1,124,837,527 (B) 
        

 

 

 

3rd Specified Trading Period

  

01/07/2017

   to      30/09/2017  
  

 

     

 

 

 
  

(DD/MM/YY)

        (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $ 1.60 (v) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

           707,377,516 (vi) 
        

 

 

 

Market value of class or series

   (v) x (vi)       $ 1,131,804,026 (C) 
        

 

 

 


4th Specified Trading Period

   01/10/2017    to      31/12/2017  
  

 

     

 

 

 
   (DD/MM/YY)         (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $ 1.30 (vii) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

           710,593,273 (viii) 
        

 

 

 

Market value of class or series

   (vii) x (viii)       $ 923,771,255 (D) 
        

 

 

 

5th Specified Trading Period

   n/a    to      n/a  
  

 

     

 

 

 
   (DD/MM/YY)         (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $           (ix) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

                    (x) 
        

 

 

 

Market value of class or series

   (ix) x (x)       $ n/a (E)  
        

 

 

 

Average Market Value of Class or Series

        

(Calculate the simple average of the market value of the class or series of security for each applicable specified trading period (i.e. A through E above))

         $ 1,179,600,926 (1) 
        

 

 

 

    

        

 

(Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary, if applicable) that was listed or quoted on a marketplace at the end of the previous financial year)

 

Fair value of outstanding debt securities

         $ n/a (2)  
        

 

 

 

(Provide details of how value was determined)

        

Capitalization for the previous financial year

   (1) + (2)       $ 1,179,600,926  
        

 

 

 

Participation Fee

         $ 28,000  
        

 

 

 

Late Fee, if applicable

         $ n/a  
        

 

 

 

Total Fee Payable

(Participation Fee plus Late Fee)

         $ 28,000  
        

 

 

 

Exhibit 99.109

170123-MJ

FORM 13-501F1

CLASS 1 AND CLASS 3B REPORTING ISSUERS - PARTICIPATION FEE

 

MANAGEMENT CERTIFICATION

I, Patrick Sartore, an officer of the reporting issuer noted below have examined this Form 13-501F1 (the Form) being submitted hereunder to the Alberta Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.

 

(s)   

Patrick Sartore

     

 

Name: Patrick Sartore       Date: April 1st, 2019
Title: Chief Legal Officer and Corporate      

+

 

Reporting Issuer Name: Prometic Life Sciences Inc.   
End date of previous financial year: December 31, 2018   

Type of Reporting Issuer:                     ☒ Class 1 Reporting Issuer                         ☐ Class 3B Reporting Issuer

Highest Trading Marketplace: Toronto Stock Exchange

Market value of listed or quoted equity securities:

Equity Symbol PLI

 

1st Specified Trading Period

  

01/01/18

   to      31/03/18  
  

 

     

 

 

 
  

(DD/MM/YY)

        (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $ 0.88 (i) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

           712,329,990 (ii) 
        

 

 

 

Market value of class or series

   (i) x (ii)       $ 626,850,391 (A) 
        

 

 

 

2nd Specified Trading Period

  

01/04/18

   to      30/06/18  
  

 

     

 

 

 
  

(DD/MM/YY)

        (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $ 0.52 (iii) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

           718,126,512 (iv) 
        

 

 

 

Market value of class or series

   (iii) x (iv)       $ 373,425,786 (B) 
        

 

 

 

3rd Specified Trading Period

  

01/07/18

   to      30/09/18  
  

 

     

 

 

 
  

(DD/MM/YY)

        (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $ 0.48 (v) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

           718,126,512 (vi) 
        

 

 

 

Market value of class or series

   (v) x (vi)       $ 344,700,726 (C) 
        

 

 

 


4th Specified Trading Period

  

01/10/18

     to        31/12/18  
  

 

     

 

 

 
  

(DD/MM/YY)

        (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $ 0.255 (vii) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

           720,368,286 (viii) 
        

 

 

 

Market value of class or series

   (vii) x (viii)       $ 183,333,729 (D) 
        

 

 

 

5th Specified Trading Period

  

n/a

     to        n/a  
  

 

     

 

 

 
  

(DD/MM/YY)

        (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $   (ix) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

                (x) 
        

 

 

 

Market value of class or series

   (ix) x (x)       $ n/a (E) 
        

 

 

 

Average Market Value of Class or Series

(Calculate the simple average of the market value of the class or series of security for each applicable specified trading period (i.e. A through E above))

         $ 382,077,658 (1) 
        

 

 

 

 

(Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary, if applicable) that was listed or quoted on a marketplace at the end of the previous financial year)

 

Fair value of outstanding debt securities

         $ n/a (2) 
        

 

 

 

(Provide details of how value was determined)

        

Capitalization for the previous financial year

   (1) + (2)       $ 382,077,658  
        

 

 

 

Participation Fee

         $ 14,000  
        

 

 

 

Late Fee, if applicable

         $ n/a  
        

 

 

 

Total Fee Payable

(Participation Fee plus Late Fee)

         $ 14,000  
        

 

 

 


RULES AND POLICIES

APPENDIX A

to ASC Rule 13-501 Fees

Participation Fees for Class 1 Reporting Issuers or Class 2 Reporting Issuers

(Paragraph 15(1)(a))

 

Capitalization for the Previous Fiscal Year

   Participation Fee
(effective December 1, 2016)
 

under $10 million

   $ 400  

$10 million to under $25 million

   $ 500  

$25 million to under $50 million

   $ 1,200  

$50 million to under $100 million

   $ 3,000  

$100 million to under $250 million

   $ 6,500  

$250 million to under $500 million

   $ 14,000  

$500 million to under $1 billion

   $ 19,000  

$1 billion to under $5 billion

   $ 28,000  

$5 billion to under $10 billion

   $ 36,500  

$10 billion to under $25 billion

   $ 42,500  

$25 billion and over

   $ 48,000  

APPENDIX B

to ASC Rule 13-501 Fees

Participation Fees for Class 3B Reporting Issuers

(Paragraph 15(1)(c))

 

Capitalization for the Previous Fiscal Year

   Participation Fee
(effective December 1, 2016)
 

under $10 million

   $ 400  

$10 million to under $25 million

   $ 500  

$25 million to under $50 million

   $ 600  

$50 million to under $100 million

   $ 1,000  

$100 million to under $250 million

   $ 2,000  

$250 million to under $500 million

   $ 4,500  

$500 million to under $1 billion

   $ 6,000  

$1 billion to under $5 billion

   $ 9,000  

$5 billion to under $10 billion

   $ 11,500  

$10 billion to under $25 billion

   $ 13,500  

$25 billion and over

   $ 15,500  

Exhibit 99.110

April 11, 2015

FORM 13-502F1

CLASS 1 AND CLASS 3B REPORTING ISSUERS - PARTICIPATION FEE

 

MANAGEMENT CERTIFICATION

I, Patrick Sartore, an officer of the reporting issuer noted below have examined this Form 13-502F1 (the Form) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.

 

(s)   

Patrick Sartore

     

March 28, 2018

Name: Patrick Sartore       Date:
Title: Chief Legal Officer and Corporate      

+

 

Reporting Issuer Name: Prometic Life Sciences Inc.   
End date of previous financial year: December 31, 2017   

Type of Reporting Issuer:             ☒ Class 1 Reporting Issuer             ☐ Class 3B Reporting Issuer

Highest Trading Marketplace: Toronto Stock Exchange

(refer to the definition of “highest trading marketplace” under OSC Rule 13-502 Fees)

Market value of listed or quoted equity securities:

(in Canadian Dollars - refer to section 7.1 of OSC Rule 13-502 Fees)

Equity Symbol PLI

 

1st Specified Trading Period

(refer to the definition of “specified trading period” under OSC Rule 13-502 Fees)

   01/01/2017      to        31/03/2017  
  

 

     

 

 

 
   (DD/MM/YY)         (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $ 2.30 (i) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

           668,691,694 (ii) 
        

 

 

 

Market value of class or series

   (i) x (ii)       $ 1,537,990,896 (A) 
        

 

 

 

2nd Specified Trading Period

(refer to the definition of “specified trading period” under OSC Rule 13-502 Fees)

   01/04/2017      to        30/06/2017  
  

 

     

 

 

 
   (DD/MM/YY)         (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $ 1.68 (iii) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

           669,546,147 (iv) 
        

 

 

 

Market value of class or series

   (iii) x (iv)       $ 1,124,837,527 (B) 
        

 

 

 
        

3rd Specified Trading Period

(refer to the definition of “specified trading period” under OSC Rule 13-502 Fees)

   01/07/2017      to        30/09/2017  
  

 

     

 

 

 
   (DD/MM/YY)         (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $ 1.60 (v) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

           707,377,516 (vi) 
        

 

 

 

Market value of class or series

   (v) x (vi)       $ 1,131,804,026 (c) 
        

 

 

 
        


4th Specified Trading Period

(refer to the definition of “specified trading period” under OSC Rule 13-502 Fees)

   01/10/2017    to      31/12/2017  
  

 

     

 

 

 
   (DD/MM/YY)         (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $ 1.30 (vii) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

           710,593,273 (viii) 
        

 

 

 

Market value of class or series

   (vii) x (viii)       $ 923,771,255 (D) 
        

 

 

 

5th Specified Trading Period (if applicable)

(refer to the definition of “specified trading period” under OSC Rule 13-502 Fees)

   n/a    to      n/a  
  

 

     

 

 

 
  

(DD/MM/YY)

        (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $        (ix) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

                (x) 
        

 

 

 

Market value of class or series

   (ix) x (x)       $ n/a (E) 
        

 

 

 

Average Market Value of Class or Series

(Calculate the simple average of the market value of the class or series of security for each applicable specified trading period (i.e. A through E above))

         $ 1,179,600,926 (1) 
        

 

 

 
(Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary pursuant to paragraph 2.8(1)(c) of OSC Rule 13-502 Fees, if applicable) that was listed or quoted on a marketplace at the end of the previous financial year)

 

Fair value of outstanding debt securities

(See paragraph 2.8(1)(b), and if applicable, paragraph 2.8(1)(c) of OSC Rule 13-502 Fees)

         $ n/a (2) 
        

 

 

 

(Provide details of how value was determined)

        

Capitalization for the previous financial year

   (1) + (2)       $ 1,179,600,926  
        

 

 

 

Participation Fee

        

(For Class 1 reporting issuers, from Appendix A of OSC Rule 13-502 Fees, select the participation fee

(For Class 3B reporting issuers, from Appendix A.1 of OSC Rule 13-502 Fees, select the participation fee)

         $ 59,350  
        

 

 

 

Late Fee, if applicable

(As determined under section 2.7 of OSC Rule 13-502 Fees)

         $ n/a  
        

 

 

 

Total Fee Payable

(Participation Fee + Late Fee)

         $ 59,350  
        

 

 

 

Exhibit 99.111

April 11, 2015

FORM 13-502F1

CLASS 1 AND CLASS 3B REPORTING ISSUERS - PARTICIPATION FEE

 

MANAGEMENT CERTIFICATION

I, Patrick Sartore, an officer of the reporting issuer noted below have examined this Form 13-502F1 (the Form) being submitted hereunder to the Ontario Securities Commission and certify that to my knowledge, having exercised reasonable diligence, the information provided in the Form is complete and accurate.

 

(s)   

Patrick Sartore

     

 

Name: Patrick Sartore       Date: April 1st, 2019
Title: Chief Legal Officer and Corporate      

+

 

 

Reporting Issuer Name: Prometic Life Sciences Inc.   
End date of previous financial year: December 31, 2018   

Type of Reporting Issuer:             ☒ Class 1 Reporting Issuer    ☐ Class 3B Reporting Issuer

 

Highest Trading Marketplace: Toronto Stock Exchange   

(refer to the definition of “highest trading marketplace” under OSC Rule 13-502 Fees)

Market value of listed or quoted equity securities:

(in Canadian Dollars - refer to section 7.1 of OSC Rule 13-502 Fees)

Equity Symbol PLI

 

1st Specified Trading Period

(refer to the definition of “specified trading period” under OSC Rule 13-502 Fees)

   01/01/18      to        31/03/18  
  

 

     

 

 

 
   (DD/MM/YY)         (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $ 0.88 (i) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

           712,329,990 (ii) 
        

 

 

 

Market value of class or series

   (i) x (ii)       $ 626,850,391 (A) 
        

 

 

 

2nd Specified Trading Period

(refer to the definition of “specified trading period” under OSC Rule 13-502 Fees)

   01/04/18      to        30/06/18  
  

 

     

 

 

 
   (DD/MM/YY)         (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $ 0.52 (iii) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

           718,126,512 (iv) 
        

 

 

 

Market value of class or series

   (iii) x (iv)       $ 373,425,786 (B) 
        

 

 

 

3rd Specified Trading Period

(refer to the definition of “specified trading period” under OSC Rule 13-502 Fees)

   01/07/18      to        30/09/18  
  

 

     

 

 

 
   (DD/MM/YY)         (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $ 0.48 (v) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

           718,126,512 (vi) 
        

 

 

 

Market value of class or series

   (v) x (vi)       $ 344,700,726 (C) 
        

 

 

 
        


4th Specified Trading Period

(refer to the definition of “specified trading period” under OSC Rule 13-502 Fees)

   01/10/18      to        31/12/18  
  

 

     

 

 

 
  

(DD/MM/YY)

        (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $ 0.255 (vii) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

           720,368,286 (viii) 
        

 

 

 

Market value of class or series

   (vii) x (viii)       $ 183,333,729 (D) 
        

 

 

 

5th Specified Trading Period (if applicable)

(refer to the definition of “specified trading period” under OSC Rule 13-502 Fees)

   n/a      to        n/a  
  

 

     

 

 

 
  

(DD/MM/YY)

        (DD/MM/YY)  

Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace

         $        (ix) 
        

 

 

 

Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period

                (x) 
        

 

 

 

Market value of class or series

   (ix) x (x)       $ n/a (E
        

 

 

 
Average Market Value of Class or Series         
(Calculate the simple average of the market value of the class or series of security for each applicable specified trading period (i.e. A through E above))          $ 382,077,658 (1) 
        

 

 

 
(Repeat the above calculation for each other class or series of equity securities of the reporting issuer (and a subsidiary pursuant to paragraph 2.8(1)(c) of OSC Rule 13-502 Fees, if applicable) that was listed or quoted on a marketplace at the end of the previous financial year)

 

Fair value of outstanding debt securities         
(See paragraph 2.8(1)(b), and if applicable, paragraph 2.8(1)(c) of OSC Rule 13-502 Fees)          $ n/a (2) 
        

 

 

 
(Provide details of how value was determined)         
Capitalization for the previous financial year    (l) + (2)       $ 382,077,658  
        

 

 

 
Participation Fee         
(For Class 1 reporting issuers, from Appendix A of OSC Rule 13-502 Fees, select the participation fee (For Class 3B reporting issuers, from Appendix A.1 of OSC Rule 13-502 Fees, select the participation fee)          $ 29,365  
        

 

 

 
Late Fee, if applicable         
(As determined under section 2.7 of OSC Rule 13-502 Fees)          $ n/a  
        

 

 

 
Total Fee Payable         

(Participation Fee + Late Fee)

         $ 29,365  
        

 

 

 


RULES AND POLICIES

APPENDIX A CORPORATE FINANCE PARTICIPATION FEES

 

Capitalization for the Previous Financial Year

   Participation Fee
(effective April 6, 2015)
 

under $10 million

   $ 890  

$10 million to under $25 million

   $ 1,070  

$25 million to under $50 million

   $ 2,590  

$50 million to under $100 million

   $ 6,390  

$100 million to under $250 million

   $ 13,340  

$250 million to under $500 million

   $ 29,365  

$500 million to under $1 billion

   $ 40,950  

$1 billion to under $5 billion

   $ 59,350  

$5 billion to under $10 billion

   $ 76,425  

$10 billion to under $25 billion

   $ 89,270  

$25 billion and over

   $ 100,500  

APPENDIX A.1 CORPORATE FINANCE PARTICIPATION FEES FOR CLASS 3B ISSUERS

 

Capitalization for the Previous Financial Year

   Participation Fee
(effective April 6, 2015)
 

under $10 million

   $ 890  

$10 million to under $25 million

   $ 1,070  

$25 million to under $50 million

   $ 1,195  

$50 million to under $100 million

   $ 2,135  

$100 million to under $250 million

   $ 4,450  

$250 million to under $500 million

   $ 9,780  

$500 million to under $1 billion

   $ 13,650  

$1 billion to under $5 billion

   $ 19,785  

$5 billion to under $10 billion

   $ 25,460  

$10 billion to under $25 billion

   $ 29,755  

$25 billion and over

   $ 33,495  

Exhibit 99.112

 

LOGO

Audited annual consolidated financial statements of

Liminal BioSciences Inc. (formerly Prometic Life Sciences Inc.)

For the years ended December 31, 2018 and 2017

 

1 of 52


LOGO

Report of Independent Registered Public Accounting Firm

To the Board of Directors and the Shareholders of Liminal BioSciences Inc. (formerly Prometic Life Sciences Inc.)

Opinion on the Financial Statements

We have audited the accompanying consolidated statement of financial position of Liminal BioSciences Inc. and its subsidiaries (together, the Company) as of December 31, 2018, and the related consolidated statements of operations, comprehensive loss, changes in equity and cash flows for the year then ended, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and its financial performance and its cash flows for the year then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS).

The consolidated financial statements of the Company as of December 31, 2017, and for the year then ended, prior to the retrospective adjustment of the weighted average number of shares outstanding used in the calculation of basic and diluted earnings per shares (EPS) and the basic and diluted EPS following the share consolidation on July 5, 2019, as described in Note 32 and presented in the consolidated statement of operations, were audited in accordance with Canadian generally accepted auditing standards by other auditors whose report, dated March 27, 2018, expressed an unqualified opinion on those financial statements.

We also have audited the adjustments to retrospectively present the weighted average number of shares outstanding used in the calculation of basic and diluted EPS and the basic and diluted EPS as at December 31, 2017 following the share consolidation that occurred on July 5, 2019, as described in Note 32 and presented in the consolidated statement of operations. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2017 financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2017 financial statements taken as a whole.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l.

1250 René-Lévesque Boulevard West, Suite 2500, Montréal, Quebec, Canada H3B 4Y1

T: +1 514 205 5000, F: +1 514 876 1502

 

“PwC” refers to PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l., an Ontario limited liability partnership.

2 of 52


LOGO

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/signed/ PricewaterhouseCoopers LLP1

Montréal, Canada

August 23, 2019, except for the subsequent events that occurred on October 7, 2019 and November 4, 2019 as described in Note 32 to the consolidated financial statements, as to which the date is November 7, 2019

We have served as the Company’s auditor since 2019.

 

1 

CPA auditor, CA, public accountancy permit No. A123642

 

3 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In thousands of Canadian dollars)

 

At December 31

   2018     2017  

ASSETS (note 13)

    

Current assets

    

Cash

   $ 7,389     $ 23,166  

Accounts receivable (note 5)

     11,882       6,839  

Income tax receivable

     8,091       4,116  

Inventories (note 6)

     12,028       36,013  

Prepaids

     1,452       2,141  
  

 

 

   

 

 

 

Total current assets

     40,842       72,275  

Long-term income tax receivable

     117       108  

Other long-term assets (note 7)

     411       8,663  

Capital assets (note 8)

     41,113       45,254  

Intangible assets (note 9)

     19,803       156,647  

Deferred tax assets (note 25)

     606       926  
  

 

 

   

 

 

 

Total assets

   $ 102,892     $ 283,873  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Accounts payable and accrued liabilities (note 11)

   $ 31,855     $ 29,954  

Advance on revenues from a supply agreement (note 12)

     —         1,901  

Current portion of long-term debt (note 13)

     3,211       3,336  

Deferred revenues

     507       829  

Warrant liability (note 14)

     157       —    
  

 

 

   

 

 

 

Total current liabilities

     35,730       36,020  

Long-term portion of deferred revenues

     170       —    

Long-term portion of operating and finance lease inducements and obligations (note 15)

     1,850       2,073  

Other long-term liabilities (note 16)

     5,695       3,335  

Long-term debt (note 13)

     122,593       83,684  

Deferred tax liabilities (note 25)

     —         15,330  
  

 

 

   

 

 

 

Total liabilities

   $ 166,038     $ 140,442  
  

 

 

   

 

 

 

EQUITY

    

Share capital (note 17a)

   $ 583,117     $ 575,150  

Contributed surplus (note 17b)

     21,923       16,193  

Warrants (note 17c)

     95,296       73,944  

Accumulated other comprehensive loss

     (1,252     (1,622

Deficit

     (755,688     (541,681
  

 

 

   

 

 

 

Equity (negative equity) attributable to owners of the parent

     (56,604     121,984  

Non-controlling interests (note 18)

     (6,542     21,447  
  

 

 

   

 

 

 

Total equity (negative equity)

     (63,146     143,431  
  

 

 

   

 

 

 

Total liabilities and equity

   $ 102,892     $ 283,873  
  

 

 

   

 

 

 

Commitments (note 29), Subsequent event (note 32)

The accompanying notes are an integral part of the consolidated financial statements.

 

   (s) Neil Klompas    (s) Stefan Clulow
On behalf of the Board    Director    Director

 

4 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of Canadian dollars)

 

Years ended December 31,

   2018     2017  

Revenues (note 20)

   $ 47,374     $ 39,115  

Expenses

    

Cost of sales and other production expenses (note 6)

     38,002       10,149  

Research and development expenses (note 21a)

     91,666       100,392  

Administration, selling and marketing expenses

     31,532       31,441  

Bad debt expense (note 20)

     —         20,491  

Loss (gain) on foreign exchange

     4,681       (726

Finance costs (note 21b)

     22,060       7,965  

Loss (gain) on extinguishments of liabilities (note 13)

     (33,626     4,191  

Change in fair value of financial instruments measured at FVPL (notes 7,14)

     1,000       —    

Impairment losses (note 24)

     149,952       —    

Share of losses of an associate (note 10)

     22       —    
  

 

 

   

 

 

 

Net loss before income taxes

   $ (257,915   $ (134,788
  

 

 

   

 

 

 

Income tax recovery (note 25)

     (20,019     (14,752
  

 

 

   

 

 

 

Net loss

   $ (237,896   $ (120,036
  

 

 

   

 

 

 

Net loss attributable to:

    

Owners of the parent

     (195,366     (109,731

Non-controlling interests (note 18)

     (42,530     (10,305
  

 

 

   

 

 

 
   $ (237,896   $ (120,036
  

 

 

   

 

 

 

Loss per share

    

Attributable to the owners of the parent Basic and diluted (note 32)

   $ (235.95   $ (137.85
  

 

 

   

 

 

 

Weighted average number of outstanding shares (in thousands)

     828       796  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

5 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands of Canadian dollars)

 

Years ended December 31,

   2018     2017  

Net loss

   $ (237,896   $ (120,036

Other comprehensive income

    

Items that may be subsequently reclassified to profit and loss:

    

Change in unrealized foreign exchange differences on translation of financial statements of foreign subsidiaries

     370       342  
  

 

 

   

 

 

 

Total comprehensive loss

   $ (237,526   $ (119,694
  

 

 

   

 

 

 

Total comprehensive loss attributable to:

    

Owners of the parent

     (194,996     (109,389

Non-controlling interests

     (42,530     (10,305
  

 

 

   

 

 

 
   $ (237,526   $ (119,694
  

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

6 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands of Canadian dollars)

 

    Equity (negative equity) attributable to owners of the parent              
    Share
capital
$
    Contributed
surplus
$
    Warrants
$
    Foreign
currency
translation
reserve
$
    Deficit
$
    Total
$
    Non-
controlling
interests
$
    Total equity
(negative
equity)
$
 

Balance at January 1, 2017

    480,237       12,919       64,201       (1,964     (423,026     132,367       26,976       159,343  

Net loss

    —         —         —         —         (109,731     (109,731     (10,305     (120,036

Foreign currency translation reserve

    —         —         —         342       —         342       —         342  

Issuance of shares (note 17a)

    61,450       —         —         —         —         61,450       —         61,450  

Share-based payments expense (note 17b)

    —         8,662       —         —         —         8,662       —         8,662  

Exercise of stock options (note 17b)

    811       (330     —         —         —         481       —         481  

Shares issued pursuant to restricted share unit plan (note 17b)

    5,058       (5,058     —         —         —         —         —         —    

Exercise of future investment rights (note 17d)

    27,594       —         (6,542     —         —         21,052       —         21,052  

Issuance of warrants (note 17c)

    —         —         16,285       —         —         16,285       —         16,285  

Share and warrant issuance cost (note 17a,c)

    —         —         —         —         (4,148     (4,148     —         (4,148

Effect of funding arrangements on non-controlling interest (note 18)

    —         —         —         —         (4,776     (4,776     4,776       —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

    575,150       16,193       73,944       (1,622     (541,681     121,984       21,447       143,431  

Impact of adopting IFRS 9 (note 4a)

    —         —         —         —         110       110       —         110  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2018 - restated

    575,150       16,193       73,944       (1,622     (541,571     122,094       21,447       143,541  

Net loss

    —         —         —         —         (195,366     (195,366     (42,530     (237,896

Foreign currency translation reserve

    —         —         —         370       —         370       —         370  

Issuance of shares (note 17a)

    6,340       —         —         —         —         6,340       —         6,340  

Share-based payments expense (note 17b)

    —         6,722       —         —         —         6,722       —         6,722  

Exercise of stock options (note 17b)

    1,073       (438     —         —         —         635       —         635  

Shares issued pursuant to restricted share unit plan (note 17b)

    554       (554     —         —         —         —         —         —    

Issuance of warrants (note 17c)

    —         —         21,352       —         —         21,352       —         21,352  

Share and warrant issuance cost

    —         —         —         —         (581     (581     —         (581

Effect of changes in the ownership of a subsidiary and funding arrangements on non-controlling interests (note 18)

    —         —         —         —         (18,170     (18,170     14,541       (3,629
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2018

    583,117       21,923       95,296       (1,252     (755,688     (56,604     (6,542     (63,146
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

7 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of Canadian dollars)

 

Years ended December 31,

   2018     2017  

Cash flows used in operating activities

    

Net loss for the year

   $ (237,896   $ (120,036

Adjustments to reconcile net loss to cash flows used in operating activities:

    

Finance costs and foreign exchange

     25,282       8,787  

Change in operating and finance lease inducements and obligations

     2,565       2,391  

Carrying value of capital and intangible assets disposed

     513       563  

Share of losses of an associate (note 10)

     22       —    

Change in fair value of financial instruments measured at FVPL (notes 7, 14)

     1,000       —    

Impairment losses (note 24)

     149,952       —    

Loss (gain) on extinguishments of liabilities (note 13)

     (33,626     4,191  

Deferred income taxes (note 25)

     (13,815     (11,587

Share-based payments expense (note 17b)

     6,722       8,662  

Depreciation of capital assets (note 8)

     4,086       3,632  

Amortization of intangible assets (note 9)

     1,372       944  
  

 

 

   

 

 

 
     (93,823     (102,453

Change in non-cash working capital items

     11,369       (20,120
  

 

 

   

 

 

 
   $ (82,454   $ (122,573
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from share issuances (note 17a)

     751       53,125  

Proceeds from debt and warrant issuances (note 13)

     79,105       50,717  

Repayment of principal on long-term debt (note 13)

     (3,184     (3,454

Repayment of interest on long-term debt (note 13)

     (3,934     (163

Exercise of options (note 17b)

     635       481  

Exercise of future investment rights (note 17d)

     —         21,052  

Payments of principal under finance lease

     (245     —    

Debt, share and warrants issuance costs

     (970     (4,306
  

 

 

   

 

 

 
   $ 72,158     $ 117,452  
  

 

 

   

 

 

 

Cash flows from (used in) investing activities

    

Additions to capital assets

     (3,786     (7,688

Additions to intangible assets

     (1,342     (2,395

Proceeds from the sale of marketable securities and short-term investments

     —         11,063  

Acquisition of convertible debt (note 7b)

     (955     —    

Additions to other long-term assets

     —         (63

Interest received

     224       202  
  

 

 

   

 

 

 
   $ (5,859   $ 1,119  
  

 

 

   

 

 

 

Net change in cash during the year

     (16,155     (4,002

Net effect of currency exchange rate on cash

     378       (638

Cash, beginning of the year

     23,166       27,806  
  

 

 

   

 

 

 

Cash, end of the year

   $ 7,389     $ 23,166  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

8 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

1.

Nature of operations and going concern

Liminal Biosciences Inc. (formerly Prometic Life Sciences Inc.) (“Liminal”, “Prometic” or “the Company”), incorporated under the Canada Business Corporations Act, is a publicly traded (TSX symbol: LMNL) (OTCQX symbol: PFSCF), biopharmaceutical Company with two drug discovery platforms focusing on unmet medical needs. The first platform (Small molecule therapeutics) stems from the insights into the interaction of two receptors which Prometic believes are at the core of how the body heals: our lead small molecule drug candidate PBI-4050, modulates these to promote tissue regeneration and scar resolution as opposed to fibrosis. The second drug discovery and development platform (Plasma-derived therapeutics) leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Company’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen) (“Ryplazim”). The Company also provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals.

The Company’s head office is located at 440, Boul. Armand-Frappier, suite 300, Laval, Québec, Canada, H7V 4B4. Prometic has Research and Development (“R&D”) facilities in the U.K., the U.S. and Canada, manufacturing facilities in the Isle of Man and Canada and business development activities in Canada, the U.S. and Europe.

The consolidated financial statements for the year ended December 31, 2018 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) on a going concern basis, which presumes the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the ordinary course of business. The use of this assumption may not be appropriate as Prometic’s main activities continue to be in the R&D stage and during the year ended December 31, 2018, the Company incurred a net loss of $237.9 million, a net loss before income taxes and impairments of $108.0 million and used $82.5 million in cash for its operating activities, while at December 31, 2018, the current assets net of current liabilities is a surplus of $5.5 million and the negative equity attributable to the shareholders’ of Prometic is $56.2 million.

With the delay of the anticipated launch of its most advanced product, RyplazimTM, the Company had to finance its R&D activities via various sources. To date, the Company has financed its activities through the sale of products in the Bioseparations segment, collaboration arrangements and licensing arrangements, the issuance of debt and equity, operational restructuring as well as investment tax credits. Prometic is currently actively involved in negotiating equity financing initiatives and continues to be in licensing discussions with potential partners. Despite the Company’s efforts to obtain the necessary funding, there can be no assurance of its access to further financing. As at December 31, 2018, the Company had cash on hand of $7.4 million. In February 2019, the holder of the long-term debt agreed to extend the US$ non-revolving credit facility (“Credit Facility”) by an additional US$15 million which the Company drew in February and March 2019, receiving the equivalent of $19,854 in additional financing. On April 23, 2019, the Company completed a debt restructuring with its principal lender SALP whereby almost all of its long-term debt was converted into common shares, and common shares were issued following two private placements for gross proceeds of $75,000. In June 2019, an equity rights offering (“Rights Offering”) to shareholders generated gross proceeds of $39,434 (note 32). Nonetheless, the Company needs additional sources of financing to ensure it has sufficient funds to continue its operations for a period extending beyond a year as of the date of re-issuance of these financial statements.

These circumstances indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

 

9 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

2.

Significant Accounting Policies

Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and were authorized for issue by the Board of Directors on November 7, 2019.

Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis, except for the convertible debt, equity investments and the warrant liability which have been measured at fair value.

Functional and presentation currency

The consolidated financial statements are presented in Canadian dollars, which is also the parent Company’s functional currency.

Basis of consolidation

The consolidated financial statements include the accounts of Prometic Life Sciences Inc., and those of its subsidiaries. The Group’s subsidiaries at December 31, 2018 and 2017 are as follows:

 

Name of subsidiary

   Segment activity    Place of incorporation and operation    Proportion of ownership
interest held by the group
 
               2018     2017  

Prometic Biosciences Inc.

   Small molecule therapeutics    Quebec, Canada      100     100

Prometic Bioproduction Inc.

   Plasma-derived therapeutics    Quebec, Canada      100     87

Prometic Bioseparations Ltd

   Bioseparations    Isle of Man, British Isles      100     100

Prometic Biotherapeutics Inc.

   Plasma-derived therapeutics    Delaware, U.S.      100     100

Prometic Biotherapeutics Ltd

   Plasma-derived therapeutics    Cambridge, United Kingdom      100     100

Prometic Manufacturing Inc.

   Bioseparations    Quebec, Canada      100     100

Pathogen Removal and Diagnostic Technologies Inc.

   Bioseparations    Delaware, U.S.      77     77

NantPro Biosciences, LLC

   Plasma-derived therapeutics    Delaware, U.S.      73     73

Prometic Plasma Resources Inc.

   Plasma-derived therapeutics    Winnipeg, Canada      100     100

Prometic Plasma Resources USA Inc.

   Plasma-derived therapeutics    Delaware, U.S.      100     100

Prometic Pharma SMT Holdings Limited

   Small molecule therapeutics    Cambridge, United Kingdom      100     100

Prometic Pharma SMT Limited

   Small molecule therapeutics    Cambridge, United Kingdom      100     100

Telesta Therapeutics Inc.

   Plasma-derived therapeutics    Quebec, Canada      100     100

Telesta Pharma Inc.

   N/A    Quebec, Canada      N/A     100

Telesta Therapeutics IP Inc.

   N/A    Quebec, Canada      N/A     100

Econiche Corp

   Plasma-derived therapeutics    Ontario, Canada      N/A     100

 

*

dissolved

The Company consolidates investees when, based on the evaluation of the substance of the relationship with the Company, it concludes that it controls the investees. The Company controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The financial statements of the subsidiaries are prepared for the same reporting period as the parent Company, using consistent accounting policies. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.

 

10 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

When a subsidiary is not wholly-owned the Company recognizes the non-controlling interests’ share of the net assets and results of operations in the subsidiary. When the proportion of the equity held by non-controlling interests’ changes without resulting in a change of control, the carrying amount of the controlling and non-controlling interest are adjusted to reflect the changes in their relative interests in the subsidiary. In these situations, the Company recognizes directly in equity the effect of the change in ownership of a subsidiary on the non-controlling interests. Similarly, after picking up its share of the operating losses, the non-controlling interest is adjusted for its share of the equity contribution made by Prometic that does not modify the interest held by either party. The offset to this adjustment is recorded in the deficit. The effect of these transactions are presented in the statement of changes in equity.

Financial instruments

Recognition and derecognition

Financial instruments are recognized in the consolidated statement of financial position when the Company becomes a party to the contractual obligations of the instrument. On initial recognition, financial instruments are recognized at their fair value plus, in the case of financial instruments not at fair value through profit or loss (“FVPL”), transaction costs that are directly attributable to the acquisition or issue of financial instruments. Financial assets are subsequently derecognized when payment is received in cash or other financial assets or if the debtor is discharged of its liability.

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing liability is replaced by another from the same creditor on substantially different terms, or the terms of the liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the consolidated statement of operations.

Classification

Subsequent to initial recognition, financial instruments are measured according to the category to which they are classified, which are: financial instruments classified as FVPL, financial instruments designated as FVPL, fair value through other comprehensive income (“FVOCI”) financial assets, or amortised cost. Financial instruments are subsequently measured at amortized cost, unless they are classified as FVOCI or FVPL or designated as FVPL, in which case they are subsequently measured at fair value.

The classification of financial asset debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Assets that are held to collect contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Equity instruments that are held for trading (including all equity derivative instruments) are classified as FVPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVOCI instead of FVPL. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL (such as instruments held for trading or derivatives) or the Company has opted to measure them at FVPL.

Currently, the Company classifies cash, trade receivables, other receivables, restricted cash as financial assets measured at amortized cost and trade payables, wages and benefits payable, settlement fee payable, royalty payment obligations, license acquisition payment obligations, other long-term liabilities and long-term debt as financial liabilities measured at amortized cost.

Currently, the Company classifies equity investments and convertible debt as financial assets at FVPL and warrant liability as a financial liability at FVPL.

Impairment of financial assets

The expected credit losses associated with its debt instruments carried at amortized cost is assessed on a forward-looking basis. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Company applies the simplified approach permitted by IFRS 9, which requires lifetime expected losses to be recognized from initial recognition of the receivables.

 

11 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

Financial instrument accounting policy used before the adoption of IFRS 9, Financial instruments (“IFRS 9”) on January 1, 2018

Prior to January 1, 2018, the Company applied IAS 39 Financial instruments. The accounting policy and classification of the financial instruments applied under that standard is detailed in the following paragraphs.

i) Financial assets and financial liabilities at fair value through profit and loss

Cash, marketable securities and restricted cash are respectively classified as fair value through profit and loss. They are measured at fair value and changes in fair value are recognized in the consolidated statements of operations. Directly related transaction costs are recognized in the consolidated statements of operations.

ii) Loans and receivables

Cash equivalents, short-term investments, trade receivables, other receivables and long-term receivables are classified as loans and receivables. They are initially recognized at fair value and subsequently carried at amortized cost using the effective interest method.

iii) Available-for-sale financial assets

Investments in common or preferred shares of private corporations are classified as available-for-sale and are measured at cost since their fair value cannot be measured reliably.

iv) Financial liabilities

Trade payable, wages and severances payable, other employee benefit liabilities, settlement fee payable, royalty payment obligation, other long-term liabilities, advance on revenues from a supply agreement and long-term debt are classified as other financial liabilities. They are measured at amortized cost using the effective interest method.

Credit facility fees are recorded in deferred financing cost and are amortized into finance cost over the term of the Credit Facility.

Impairment of investments

When there has been a significant or prolonged decline in the value of an investment, the investment is written down to recognize the loss.

Inventories

Inventories of raw materials, work in progress and finished goods are valued at the lower of cost and net realizable value. Cost is determined on a first in, first out basis. The cost of manufactured inventories comprises all costs that are directly attributable to the manufacturing process, such as raw materials, direct labour and manufacturing overhead based on normal operating capacity. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated selling costs except for raw materials for which it is determined using replacement cost.

Capital assets

Capital assets are recorded at cost less any government assistance, accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as described below.

 

Capital asset

  

Period

Buildings and improvements

   20 years

Leasehold improvements

   The lower of the lease term and the useful life

Production and laboratory equipment

   5 - 20 years

Furniture

   5 - 10 years

Computer equipment

   3 - 5 years

Assets held under financing leases

   The lower of the lease term and the useful life

 

12 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

The estimated useful lives, residual values and depreciation methods are reviewed annually with the effect of any changes in estimates accounted for on a prospective basis. The gain or loss arising on the disposal or retirement of a capital asset is determined as the difference between the sales proceeds and its carrying amount and is recognized in profit or loss.

Government assistance

Government assistance programs, including investment tax credits on research and development expenses, are reflected as reductions to the cost of the assets or to the expenses to which they relate and are recognized when there is reasonable assurance that the assistance will be received and all attached conditions are complied with.

Intangible Assets

Intangible assets include acquired rights such as licenses for product manufacturing and commercialization, donor lists, external patent costs and software costs. They are carried at cost less accumulated amortization. Amortization commences when the intangible asset is available for use and is calculated over the estimated useful lives of the intangible assets acquired using the straight-line method. The maximum period used for each category of intangible asset are presented in the table below. The estimated useful lives and amortization method are reviewed annually, with the effect of any changes in estimates being accounted for on a prospective basis. The amortization expense is recognized in the consolidated statements of operations in the expense category consistent with the function of the intangible assets.

 

Intangible asset

   Period  

Licenses and other rights

     30 years  

Donor lists

     10 years  

Patents

     20 years  

Software

     5 years  

Impairment of tangible and intangible assets

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If impairment indicators exist, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. For intangible assets not yet available for use, an impairment test is performed annually at November 30, until amortization commences, whether or not there are impairment indicators. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit (CGU) which represents the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets, groups of assets or CGUs to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, the corporate assets are also allocated to individual CGUs, or otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be identified.

The recoverable amount is the higher of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

An impairment loss is recognized when the carrying amount of an asset or a CGU exceeds its recoverable amount by the amount of this excess. An impairment loss is recognized immediately in profit or loss in the period during which the loss is incurred. Where an impairment loss subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount; on reversal of an impairment loss, the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU in prior periods. A reversal of an impairment loss is recognized immediately in profit or loss.

 

13 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

Investment in an associate

Investments in associates are accounted for using the equity method. An associate is an entity over which the Company has significant influence. Under the equity method, the investment in the associate is carried on the consolidated statement of financial position at cost plus post acquisition changes in the Company’s share of net assets of the associate.

The consolidated statement of operations reflects the Company’s share of the results of operations of the associate. Adjustments are made for any inconsistencies between the Company’s and the associate’s accounting policies before applying the equity method. Adjustments are also made to account for depreciable assets based on their fair values at the acquisition date of the investment and for any impairment losses recognized by the associate. When there has been a change recognised directly in the equity of the associate, the Company recognises its share of any change. Profits and losses resulting from transactions between the Company and the associate are recognized in the Company’s consolidated financial statements only to the extent of the unrelated investors’ interests in the associate.

If the Company’s share of cumulative losses of an associate equals or exceeds its interest in the associate, the Company discontinues recognising its share of further losses. After the interest in an associate is reduced to zero, additional losses are provided for, and a liability is recognised, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate. If the associate subsequently reports profits, the Company resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised.

At each balance sheet date, management considers whether there is objective evidence of impairment in associates. If there is such evidence, management determines the amount of impairment to record, if any, in relation to the associate.

When the level of influence over an associate changes either following a loss of significant influence over the associate, or the obtaining of control over the associate or when an investment in a financial asset accounted for under IFRS 9 becomes subject to significant influence, the Company measures and recognises its investment at its fair value. Any difference between the carrying amount of the associate at the time of the change in influence and the fair value of the investment, and proceeds from disposal if any, is recognised in profit or loss.

Revenue recognition

To determine revenue recognition for contracts with customers, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer. At contract inception, we assess the goods or services promised within each contract, determine those that are performance obligations, and assess whether each promised good or service is distinct. We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Sale of goods

Revenue from sale of bioseparation or plasma products is recognized when the terms of a contract with a customer have been satisfied. This occurs when:

 

   

The control over the product has been transferred to the customer; and

 

   

The product is received by the customer or transfer of title to the customer occurs upon shipment.

Following delivery, the customer bears the risks of obsolescence and loss in relation to the goods. Revenue is recognized based on the price specified in the contract, net of estimated sales discounts and returns.

 

14 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

Rendering of services

Revenues from contracted services are generally recognized as the performance obligations are satisfied over time, and the related expenditures are incurred pursuant to the terms of the agreement. Contract revenue is recognized on a percentage of completion basis based on key milestones contained within the contract.

Unbilled revenues and deferred revenues

If the Company has recognized revenues but has not issue an invoice, the entitlement is recognized as a contract asset and is presented in the statement of financial position as unbilled revenues. When the amounts are invoiced, then the amounts are transferred into trade receivables. If the Company has received payments prior to satisfying its performance obligation, the obligation is recognized as a contract liability and is presented in the statement of financial position as deferred revenues.

Licensing fees and milestone payments

Under IFRS 15, the Company determines whether the Company’s promise to grant a license provides its customer with either a right to access the Company’s intellectual property (“IP”) or a right to use the Company’s IP. A license will provide a right to access the intellectual property if there is significant development of the intellectual property expected in the future whereas for a right to use, the intellectual property is to be used in the condition it is at the time the license is signed. Revenue from a license that provide a customer the right to use the Company’s IP is recognized at a point in time when the transfers to the licensee is completed and the license period begins. Revenue from a license that provide access the Company’s IP over a license term are considered to be a performance obligation satisfied over time and, therefore, revenue is recognized over the term of the license arrangement. Milestone payments are immediately recognized as licensing revenue when the condition is met, if the milestone is not a condition to future deliverables and collectability is reasonably assured. Otherwise, they are recognized over the remaining term of the agreement or the performance period.

Rental revenue

The Company accounts for the lease with its tenant as an operating lease when the Company has not transferred substantially all of the risks and benefits of ownership of its property. Revenue recognition under an operating lease commences when the tenant has a right to use the leased asset, and the total amount of contractual rent to be received from the operating lease is recognized on a straight-line basis over the term of the lease. Rental revenue also includes recoveries of operating expenses and property taxes.

Revenue recognition accounting policy used before the adoption of IFRS 15, Revenue from contracts with customers (“IFRS 15”) on January 1, 2018

The Company earns revenues from research and development services, license and milestone fees, sale of goods and leasing arrangements, which may include multiple elements. The individual elements of each agreement are divided into separate units of accounting, if certain criteria are met. The applicable revenue recognition method is then applied to each unit. Otherwise, the applicable revenue recognition criteria are applied to combined elements as a single unit of accounting.

Rendering of services

Revenues from research and development services are recognized using the proportional performance method. Under this method, revenues are recognized proportionally with the degree of completion of the services under the contract when it is probable that the economic benefits will flow to the Company and revenue and costs associated with the transaction can be measured reliably.

Licensing fees and milestone payments

Certain license fees are comprised of up-front fees and milestone payments. Up-front fees are recognized over the estimated term during which the Company maintains substantive obligations. Milestone payments are recognized as revenue when the milestone is achieved, customer acceptance is obtained and the customer is obligated to make performance payments. Certain license arrangements require no continuing involvement by the Company. Non-refundable license fees are recognized as revenue when the Company has no further involvement or obligation to perform under the arrangement, the fee is fixed or determinable and collection of the amount is reasonably assured.

 

15 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

Sale of goods

Revenue from the sale of goods is recognized when all the following conditions are satisfied:

 

   

the Company has transferred to the customer the significant risks and rewards of ownership of the goods;

 

   

the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

 

   

the amount of revenue can be measured reliably;

 

   

it is probable that the economic benefits associated with the transaction will flow to the entity; and

 

   

the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue is reduced for estimated customer returns and other similar allowances. Amounts received in advance of meeting the revenue recognition criteria are recorded as deferred revenue on the consolidated statements of financial position.

Rental revenue

The Company accounts for the lease with its tenant as an operating lease when the Company has not transferred substantially all of the risks and benefits of ownership of its property. Revenue recognition under an operating lease commences when the tenant has a right to use the leased asset, and the total amount of contractual rent to be received from the operating lease is recognized on a straight-line basis over the term of the lease. Rental revenue also includes recoveries of operating expenses and property taxes.

Research and development expenses

Expenditure on research activities is recognized as an expense in the period during which it is incurred. An internally generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following have been demonstrated:

 

   

the technical feasibility of completing the intangible asset so that it will be available for use or sale;

 

   

the intention to complete the intangible asset and use or sell it;

 

   

the ability to use or sell the intangible asset;

 

   

how the intangible asset will generate probable future economic benefits;

 

   

the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

 

   

the ability to measure reliably the expenditures attributable to the intangible asset during its development.

To date, the Company has not capitalized any development costs.

Research and development expenses presented in the consolidated statement of operations comprise the costs to manufacture the plasma-derived therapeutics used in pre-clinical tests and clinical trials. It also includes the cost of therapeutics used in the PBI-4050 clinical trials, external consultants supporting the clinical trials and pre-clinical tests, employee compensation and other operating expenses involved in research and development activities. Finally, it includes the cost of developing new bioseparation products.

Foreign currency translation

Transactions and balances

Transactions in foreign currencies are initially recorded by the Company and its entities at their respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency spot rate of exchange at the reporting date. All differences are taken to the consolidated statements of operations. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates when the initial transactions took place.

 

16 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

Group companies

The assets and liabilities of foreign operations are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and their statements of operations are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on the translation are recognised in other comprehensive loss. On disposal of a foreign operation, the component of other comprehensive loss relating to that particular foreign operation is recognised in the consolidated statement of operations and comprehensive loss.

Income taxes

The Company uses the liability method of accounting for income taxes. Deferred income tax assets and liabilities are recognized in the consolidated statement of financial position for the future tax consequences attributable to differences between the consolidated financial statements carrying values of existing assets and liabilities and their respective income tax bases. Deferred income tax assets and liabilities are measured using income tax rates expected to apply when the assets are realized or the liabilities are settled. The effect of a change in income tax rates is recognized in the year during which these rates change. Deferred income tax assets are recognized to the extent that it is probable that future tax profits will allow the deferred tax assets to be recovered.

Share-based payments

The Company has a stock option plan and a restricted share unit plan. The fair value of stock options granted is determined at the grant date using the Black-Scholes option pricing model, and is expensed over the vesting period of the options. Awards with graded vesting are considered to be multiple awards for fair value measurement. The fair value of Restricted Share Units (“RSU”) is determined using the market value of the Company’s shares on the grant date. The expense associated with RSU awards that vest over time are recognized over the vesting period. When the vesting of RSU is dependent on meeting performance targets as well as a service requirement, to determine the expense to recognize over the vesting period, the Company will estimate the outcome of the performance targets and revise those estimates until the final outcome is determined. An estimate of the number of awards that are expected to be forfeited is also made at the time of grant and revised periodically if actual forfeitures differ from those estimates.

The Company’s policy is to issue new shares upon the exercise of stock options and the release of RSU for which conditions have been met.

Earnings per share (EPS)

The Company presents basic and diluted earnings per share (“EPS”) data for its common shares. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year adjusted for any bonus element. Diluted EPS is determined by adjusting the weighted average number of common shares outstanding for the effects of all dilutive potential common shares, which comprise warrants, stock options and RSU. For the years ended December 31, 2018 and 2017, all warrants, stock options and RSU were anti-dilutive since the Company reported net losses.

Share and warrant issue expenses

The Company records share and warrant issue expenses as an increase to the deficit.

 

17 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

3.

Significant accounting judgments and estimation uncertainty

The preparation of these consolidated financial statements requires the use of judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. The uncertainty that is often inherent in estimates and assumptions could result in material adjustments to assets or liabilities affected in future periods.

Significant judgments

Accounting for loan modifications – When the terms of a loan are modified, management must evaluate whether the terms of the loan are substantially different in order to determine the accounting treatment. If they are considered to be substantially different, the modification will be accounted for as a derecognition of the carrying value of the pre-modified loan and the recognition of a new loan at its fair value. Otherwise, the changes will be treated as a modification which will result in adjusting the carrying amount to the present value of the modified cash flows using the original effective interest rate of the loan instrument. In assessing whether the terms of a loan are substantially different, Management performs an analysis of the changes in the cash flows under the previous agreement and the new agreement and also considers other modifications that have no cash flow impacts. In the context of the simultaneous modification to the terms of several loans with the same lender, Management uses judgment to determine if the cash flow analysis should be performed on the loans in aggregate or individually. Judgment is also used to evaluate the relative importance of additional rights given to the lender such as additional Board of Director seats and the extension of the term of the security compared to the quantitative analysis.

Revenue recognition - The Company does at times enter into revenue agreements which provide, among other payments, up-front and milestone payments in exchange for licenses and other access to intellectual property. It may also enter into several agreements simultaneously that are different in nature such as license agreements, R&D services, supply and manufacturing agreements. In applying IFRS 15 Revenues recognition model, management may be required to apply, depending on the contracts, significant judgment including the identification of performance obligations.

Determining whether performance obligations are distinct involves evaluating whether the customer can benefit from the good or service on its own or together with other resources that are readily available to the customer. Once the distinct performance obligations are identified, management must then determine if each performance obligation is satisfied at a point in time or over time. For license agreements, this requires management to assess the level of advancement of the intellectual property being licensed.

Functional currency - The functional currency of foreign subsidiaries is reviewed on an ongoing basis to assess if changes in the underlying transactions, events and conditions have resulted in a change. During the years ended December 31, 2018 and 2017 no changes were deemed necessary. This assessment is also performed for new subsidiaries. When assessing the functional currency of a foreign subsidiary, management’s judgment is applied in order to determine, amongst other things, the primary economic environment in which an entity operates, the currency in which the activities are funded and the degree of autonomy of the foreign subsidiary from the reporting entity in its operations and financially. Judgment is also applied in determining whether the inter-company loans denominated in foreign currencies form part of the parent Company’s net investment in the foreign subsidiary. Considering such loans as part of the net investment in the foreign subsidiary results in foreign currency translation gains or losses from the translation of these loans being recorded in other comprehensive loss instead of the statement of operations.

Going concern - In assessing whether the going concern assumption is appropriate and whether there are material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern, management must estimate future cash flows for a period of at least twelve months following the end of the reporting period by considering relevant available information about the future. Management has considered a wide range of factors relating to expected cash inflows such as product sales, whether the Company will obtain regulatory approval for commercialization of therapeutics, licensing and milestone revenues and potential sources of debt and equity financing including the exercise of in-the-money warrants and options. Management has also estimated expected cash outflows such as operating and capital expenditures and debt repayment schedules, including the ability to delay uncommitted expenditures. These cash flow estimates are subject to uncertainty.

 

18 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

Estimates and assumptions

Assessing the recoverable amount of long-lived assets – In determining the value in use and the fair value less cost to sell for the Intravenous Immuglobuline (“IVIG”) cash generating unit, which includes the NantPro license, an intangible asset not yet available for use that must be tested for impairment annually or when indicators of impairment arise, Management must make estimates and assumptions regarding the estimated future cash flows and their timing including the amount and timing of the capital expenditure investments necessary to increase manufacturing capacities and to bring the facilities to Good Manufacturing Practices (“GMP”) standards, when production capacities will come on-line, production costs, market penetration and selling prices for the Company’s therapeutics and, the date of approval of the therapeutic for commercial sale. The future cash flows are estimated using a five-year projection of cash flows before taxes which are based on the most recent budgets and forecasts available to the Company. If the projections include revenues in the fifth year, then this year is extrapolated, using an expected annual growth rate. The estimated cash flows are then discounted to their net present value using a pre-tax discount rate that includes a risk premium specific to the line of business. During the year ended December 31, 2018, the Company recorded several impairments and the details are provided in note 24.

Expense recognition of restricted share units – The RSU expense recognized for which the performance conditions have not yet been met, is based on an estimation of the probability of successful achievement of a number of performance conditions, many of which depend on research, regulatory process and business development outcomes which are difficult to predict, as well as the timing of their achievement. The final expense is only determinable when the outcome is known.

Fair value of financial instruments – The individual fair values attributed to the different components of a financing transaction, are determined using valuation techniques. Management uses judgment to select the methods used to determine certain inputs/assumptions used in the models and the models used to perform the fair value calculations in order to determine, 1) the values attributed to each component of a transaction at the time of their issuance, 2) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis and 3) for disclosing the fair value of financial instruments subsequently carried at amortized cost. When the determination of the fair value of a new loan is required, discounted cash flow techniques which includes inputs that are not based on observable market data and inputs that are derived from observable market data are used. When determining the appropriate discount rates to use, Management seeks comparable interest rates where available. If unavailable, it uses those considered appropriate for the risk profile of a Company in the industry.

The fair value estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market.

Valuation of deferred income tax assets – To determine the extent to which deferred income tax assets can be recognized, management estimates the amount of probable future taxable profits that will be available against which deductible temporary differences and unused tax losses can be utilized. Management exercises judgment to determine the extent to which realization of future taxable benefits is probable, considering the history of taxable profits, budgets and forecasts and availability of tax strategies.

 

19 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

4.

Change in standards, interpretations and accounting policies

 

a)

Adoption of new accounting standards

The accounting policies used in these annual consolidated financial statements are consistent with those applied by the Company in its December 31, 2017 annual consolidated financial statements except for the amendments to certain accounting standards which are relevant to the Company and were adopted by the Company as of January 1, 2018 as described below.

IFRS 9, Financial Instruments – Recognition and Measurement

IFRS 9 replaces the provisions of IAS 39, Financial Instruments – Recognition and Measurement and provides guidance on the recognition, classification and measurement of financial assets and financial liabilities, the derecognition of financial instruments, impairment of financial assets and hedge accounting.

The Company adopted IFRS 9 as of January 1, 2018 and the new standard has been applied retrospectively in accordance with the transitional provisions of IFRS 9. The following table presents the carrying amount of financial assets held by Prometic at December 31, 2017 and their measurement category under IAS 39 and the new model under IFRS 9.

 

     IAS 39      IFRS 9  
     Measurement
category
     Carrying
amount
     Measurement
category
     Carrying
amount
 

Cash

     FVPL      $ 23,166        Amortized cost      $ 23,166  

Trade receivables

     Amortized cost        1,796        Amortized cost        1,796  

Other receivables

     Amortized cost        397        Amortized cost        397  

Restricted cash

     FVPL        226        Amortized cost        226  

Long-term receivables

     Amortized cost        1,856        Amortized cost        1,856  

Equity Investments

     Cost        1,228        FVPL        1,228  

Convertible debt

     Cost        87        FVPL        87  

There has been no impact caused by the new classification of financial assets under IFRS 9. The classification of all financial liabilities at amortized cost remains unchanged as well as their measurement resulting from their classification.

Under IFRS 9, modifications to financial assets and financial liabilities, shall be accounted for by recalculating the present value of the modified contractual cashflows at the original effective interest rate and the adjustment shall be recognized as a gain or loss in profit or loss. Under IAS 39, the impact of modifications was recognized prospectively over the remaining term of the debt.

The adoption of the accounting for modifications under the new standard has resulted in the restatement of the opening deficit and the long-term debt at January 1, 2018 as follows:

 

Deficit

   $ 110  

Long-term debt

     (110

IFRS 15, Revenue from contracts with customers

IFRS 15 replaces IAS 11, Construction Contracts, and IAS 18, Revenue and related interpretations and represents a new single model for recognition of revenue from contracts with customers. The model features a five-step analysis of transactions to determine the nature of an entity’s obligation to perform and whether, how much, and when revenue is recognized.

The Company adopted IFRS 15 as of January 1, 2018 and the new standard has been applied retrospectively using the modified retrospective approach, where prior periods are not restated and the cumulative effect of initially applying this standard is recognised in the opening deficit balance on January 1, 2018. The Company has also availed itself of the following practical expedients:

 

   

the standard was applied retrospectively only to contracts that were not completed on January 1, 2018; and

 

20 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

   

for contracts that were modified before January 1, 2018, the Company analysed the effects of all modifications when identifying whether performance obligations were satisfied, determining the transaction price and allocating the transaction price to the satisfied or unsatisfied performance obligations.

There has been no impact of the adoption of IFRS 15 as at January 1, 2018 and for the year end December 31, 2018.

IFRIC 22, Foreign Currency Transactions and Advance Consideration (“IFRIC 22”)

IFRIC 22 addresses how to determine the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) and on the derecognition of a non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration in a foreign currency. IFRIC 22 is effective for annual periods beginning on or after January 1, 2018. The Company adopted IFRIC 22 retrospectively on January 1, 2018. The adoption of the standard did not have a significant impact on the financial statements.

 

b)

New standards and interpretations not yet adopted

Standards and interpretations issued but not yet effective up to the date of the Company’s consolidated financial statements are listed below. This listing of standards and interpretations issued are those that the Company reasonably expects might have an impact on disclosures, financial position or performance when applied at a future date. The Company intends to adopt these standards when they become effective.

IFRS 16, Leases (“IFRS 16”)

In January 2016, the IASB issued IFRS 16, a new standard that replaces IAS 17, Leases. IFRS 16 provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, unless the lease term is less than 12 months or the underlying asset has a low value. IFRS 16 substantially carries forward the lessor accounting in IAS 17 with the distinction between operating leases and finance leases being retained. The adoption of IFRS 16 is mandatory and will be effective for the Company’s fiscal year beginning on January 1, 2019. The Company will adopt IFRS 16 using the modified retrospective approach. The Company has elected the option to measure the right-of-use assets at an amount equal to the lease liability at the date of the transition, adjusted for any prepaid and liability existing at the date of transition. The table below shows which line items of the consolidated financial statements were affected by the adoption of IFRS 16 and the impact. There was no net impact on the deficit.

 

            Adjustments         
     As reported as at      for the transition      Balance as at  
     December 31, 2018      to IFRS 16      January 1, 2019  

Assets

        

Prepaids

   $ 1,452      $ (84    $ 1,368  

Capital assets

     41,113        (1,043      40,070  

Right-of-use assets

     —          39,149        39,149  

Liabilities

        

Accounts payable and accrued liabilities

   $ 31,855      $ (2,499    $ 29,356  

Current portion of lease liabilities

     —          8,575        8,575  

Long-term portion of lease liabilities

     —          34,126        34,126  

Long-term portion of operating and finance lease inducements and obligations

     1,850        (1,850      —    

Other long-term liabilities

     5,695        (330      5,365  

 

21 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

5.

Accounts receivable

 

     December 31,
2018
     December 31,
2017
 

Trade receivables

   $ 7,051      $ 1,796  

Tax credits and government grants receivable

     3,737        3,883  

Sales taxes receivable

     774        763  

Other receivables

     320        397  
  

 

 

    

 

 

 
   $ 11,882      $ 6,839  
  

 

 

    

 

 

 

 

6.

Inventories

 

     December 31,
2018
     December 31,
2017
 

Raw materials

   $ 5,428      $ 24,075  

Work in progress

     3,740        10,090  

Finished goods

     2,860        1,848  
  

 

 

    

 

 

 
   $ 12,028      $ 36,013  
  

 

 

    

 

 

 

During the year ended December 31, 2018, inventories sold in the amount of $33,431 were recognized as cost of sales and production ($6,594 for the year ended December 31, 2017). Inventory write-downs of $3,009, also included in cost of sales and other production expenses, were recorded during the year ended December 31, 2018 ($246 for the year ended December 31, 2017). Of the amount recorded during the year ended December 31, 2018, $1,522 pertains to a net realizable value write-down taken on raw materials as the Company sold some plasma for an amount which was below the carrying cost of the inventory.

 

7.

Other long-term assets

 

     December 31,
2018
     December 31,
2017
 

Restricted cash (a)

   $ 245      $ 226  

Long-term receivables

     142        1,856  

Deferred financing costs

     —          5,266  

Equity investments in scope of IFRS 9

     24        1,228  

Convertible debt (b)

     —          87  
  

 

 

    

 

 

 
   $ 411      $ 8,663  
  

 

 

    

 

 

 

 

a)

Restricted Cash

Restricted cash is composed of a guaranteed investment certificate, bearing interest at 0.35% per annum (at December 31, 2017, bearing interest at 0.35%), pledged as collateral for a letter of credit to a landlord which automatically renews until the end of the lease.

 

b)

Convertible Debt

At December 31, 2018, the Company has invested $1,181 (US$ 866,000) in convertible debt of Prothera Biologics Inc. (“ProThera”). The convertible debt is convertible at the option of the issuer or the holder into preferred shares of ProThera (see note 10), denominated in U.S. dollars and earning interest at 8.0% per annum, to be received at the date of maturity which is January 3, 2020.

 

22 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

The transactions during the year ended December 31, 2018 and 2017 and the carrying value of the convertible debt at December 31, 2018 and 2017 were as follows:

 

     2018      2017  

Balance at January 1,

   $ 87      $ 84  

Additions

     955        —    

Interest income

     61        11  

Foreign exchange revaluation

     78        (8

Change in fair value of financial instruments measured at FVPL (note 24)

     (1,181      —    
  

 

 

    

 

 

 

Balance at December 31,

   $ —        $ 87  
  

 

 

    

 

 

 

On January 3, 2019, the principal of the loan and the interest outstanding at December 31, 2018 were converted into preferred shares of ProThera Biologics, Inc. (“ProThera”) by the issuer.

 

c)

Option to purchase equipment

The Company acquired an option to purchase equipment located in Europe in January 2018 which purchase was settled by the issuance of common shares as described in note 17a. An impairment loss of $653 was subsequently recorded for the full value of the option (note 24).

 

8.

Capital assets

 

     Land and
Buildings
     Leasehold
improvements
     Production
and laboratory
equipment
    Furniture and
computer
equipment
    Total  

Cost

            

Balance at January 1, 2017

   $ 4,501      $ 11,145      $ 32,063     $ 2,831     $ 50,540  

Additions

     38        1,587        5,321       806       7,752  

Disposals

     —          —          (680     (90     (770

Effect of foreign exchange differences

     —          92        83       8       183  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

   $ 4,539      $ 12,824      $ 36,787     $ 3,555     $ 57,705  

Additions

     28        2,977        2,396       279       5,680  

Disposals

     —          —          (452     (58     (510

Effect of foreign exchange differences

     —          233        154       10       397  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2018

   $ 4,567      $ 16,034      $ 38,885     $ 3,786     $ 63,272  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Accumulated depreciation

            

Balance at January 1, 2017

   $ 27      $ 3,106      $ 5,227     $ 987     $ 9,347  

Depreciation expense

     192        580        2,221       639       3,632  

Disposals

     —          —          (521     (84     (605

Effect of foreign exchange differences

     —          40        35       2       77  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

   $ 219      $ 3,726      $ 6,962     $ 1,544     $ 12,451  

Depreciation expense

     195        641        2,511       739       4,086  

Disposals

     —          —          (146     (36     (182

Impairments

     —          —          5,689       —         5,689  

Effect of foreign exchange differences

     —          54        55       6       115  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2018

   $ 414      $ 4,421      $ 15,071     $ 2,253     $ 22,159  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Carrying amounts

            

At December 31, 2018

   $ 4,153      $ 11,613      $ 23,814     $ 1,533     $ 41,113  

At December 31, 2017

     4,320        9,098        29,825       2,011       45,254  

As at December 31, 2018, there are $8,322 and $6,610 of production and laboratory equipment and leasehold improvements, respectively, net of government grants, that are not yet available for use and for which depreciation has not started ($10,219 and $3,524 as of December 31, 2017).

 

23 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

Certain investments in equipment are eligible for government grants. The government grants receivable are recorded in the same period as the eligible additions and are credited against the capital asset addition. During the year ended December 31, 2018, the Company recognized $2 ($231 during the year ended December 31, 2017) in government grants.

As at December 31, 2018, production and laboratory equipment includes assets under finance leases with a net carrying amount of $1,044 ($1,131 as at December 31, 2017).

An impairment loss of $5,689 was recorded on certain equipment during the year ended December 31, 2018 (note 24).

 

9.

Intangible assets

 

     Licenses and
other rights
     Patents      Software      Total  

Cost

           

Balance at January 1, 2017

   $ 153,603      $ 6,102      $ 1,451      $ 161,156  

Additions

     963        742        757        2,462  

Disposals

     —          (593      —          (593

Effect of foreign exchange differences

     6        95        5        106  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2017

   $ 154,572      $ 6,346      $ 2,213      $ 163,131  

Additions

     5,512        639        1,145        7,296  

Disposals

     —          (332      (68      (400

Effect of foreign exchange differences

     698        344        (4      1,038  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2018

   $ 160,782      $ 6,997      $ 3,286      $ 171,065  
  

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated amortization

           

Balance at January 1, 2017

   $ 3,293      $ 1,930      $ 446      $ 5,669  

Amortization expense

     197        458        289        944  

Disposals

     —          (195      —          (195

Effect of foreign exchange differences

     7        57        2        66  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2017

   $ 3,497      $ 2,250      $ 737      $ 6,484  

Amortization expense

     556        448        368        1,372  

Disposals

     —          (177      (38      (215

Impairments

     142,609        —          —          142,609  

Effect of foreign exchange differences

     694        317        1        1,012  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at December 31, 2018

   $ 147,356      $ 2,838      $ 1,068      $ 151,262  
  

 

 

    

 

 

    

 

 

    

 

 

 

Carrying amounts

           

At December 31, 2018

   $ 13,426      $ 4,159      $ 2,218      $ 19,803  

At December 31, 2017

     151,075        4,096        1,476        156,647  

On January 29, 2018, the Company acquired two licenses. The first license, valued at $1,743, was paid for by the issuance of warrants (note 17c). The second license was purchased for an equivalent of US$3 million; US$1 million on the date of the transaction, and another US$1 million on both the first and second anniversary of the transaction, to be settled in common shares of the Company (see note 16c for the license acquisition payment obligation and note 17a for the shares issued on the transaction date). The value attributed to the second license, based on the value recorded for the initial equity issued and the value of the payment obligation at the date of the transaction is $3,769. The estimated useful lives of the licenses is 10 years and 20 years for the first and second license, respectively.

Intangible assets include $7,106 pertaining to a reacquired right from a licensee; these rights are not yet available for use and consequently their amortization has not commenced.

An impairment loss of $142,609 was recorded on certain licenses during the year ended December 31, 2018 (note 24).

 

24 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

10.

Investment in an associate

At each reporting period, the Company assesses whether it has significant influence over its investments. During the quarter ended September 30, 2018, the Company concluded it exerted significant influence over ProThera, a company headquartered in Rhode Island, U.S.A., since August 15, 2018. As such, ProThera is considered an associate as well as a related party from that date and consequently, the equity investment in ProThera is accounted for using the equity method (note 2), and the transactions between the Company and its associate are disclosed in the consolidated financial statements as of December 31, 2018.

ProThera is a biotherapeutics company developing methods for using Inter-alpha Inhibitor Proteins (“IaIP”) to treat severe inflammation associated with infection, trauma and disease. The Company entered into research and development agreements as well as a license agreement with ProThera in 2015 to develop, manufacture and market IaIP for the treatment of two indications, one of which is Necrotizing Enterocolitis. As of December 31, 2018, Prometic holds 15.2% of the outstanding common shares of Prothera having a historical cost of $1,204. It also holds an investment in convertible debt of ProThera (note 7).

As required when significant influence over an investment is obtained, the investment must be measured at fair value as of the date it became an associate. A fair value approach was applied by management in developing preliminary estimates of the identifiable assets and liabilities of ProThera. These fair value assessments require management to make significant estimates and assumptions as well as applying judgment in selecting the appropriate valuation techniques, building valuation models, and compiling, preparing and validating this information. When publishing, its third quarter results at September 30, 2018, certain aspects of the valuation were not finalized, namely the valuation of the intangible assets and therefore the amounts recognized were based on the preliminary results.

During the fourth quarter of 2018, following changes to the Company’s strategic plans, an impairment of the investment in the associate, in the amount of $1,182 was recognized (note 24).

Changes in the carrying amount of the investment in an associate from the date it was initially recognized as an associate on August 15, 2018 to December 31, 2018 are as follows:

 

Loss and comprehensive loss of an associate from August 15 to December 31, 2018

   $ 144  

Share of losses of an associate

     22  

Historical cost of the investment in an associate

     1,204  

Less: share of losses of an associate

     22  

Less: impairment on investment in an associate

     1,182  
  

 

 

 

Carrying amount of the investment in an associate

   $ —    
  

 

 

 

 

11.

Accounts payable and accrued liabilities

 

     December 31,
2018
     December 31,
2017
 

Trade payables

   $ 21,097      $ 19,333  

Wages and benefits payable

     1,975        6,839  

Current portion of operating and finance lease inducements and obligations (note 15)

     5,844        3,301  

Current portion of settlement fee payable (note 16a)

     102        102  

Current portion of royalty payment obligations (note 16b)

     68        —    

Current portion of license acquisition payment obligation (note 16c)

     1,363        —    

Current portion of other employee benefit liabilities (note 16)

     1,406        379  
  

 

 

    

 

 

 
   $ 31,855      $ 29,954  
  

 

 

    

 

 

 

 

25 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

12.

Advance on revenues from a supply agreement

The Company entered into a loan agreement with a customer whereby it received an advance on revenues relating to a supply agreement between the parties. The principal amount of the advance bore interest at a rate of 5% per annum and was being repaid as products were supplied and revenues received. The advance was fully repaid in September 2018.

 

13.

Long-term debt

The transactions during the years ended December 31, 2018 and 2017 and the carrying value of the long-term debt at December 31, 2018 and 2017 were as follows:

 

     2018      2017  

Balance at January 1,

   $ 87,020      $ 48,115  

Impact of adoption of IFRS 9 (note 4a)

     (110      —    

Interest accretion

     18,856        7,686  

Repayment of principal on long-term debt

     (3,184      (3,454

Repayment of stated interest on long-term debt

     (3,934      (163

Reduction of the face value of the second OID loan by $3,917

     (2,639      —    

Extinguishment of loans - November 14, 2018 debt modification

     (155,055      —    

Recognition of loans - November 14, 2018 debt modification

     107,704        —    

Drawdown on Credit Facility

     71,721        21,098  

Foreign exchange revaluation on Credit Facility balance

     5,425        (491

Issuance of third OID loan

     —          18,363  

Reduction of the face value of the third OID loan by $8,577

     —          (4,134
  

 

 

    

 

 

 

Balance at December 31,

   $ 125,804      $ 87,020  
  

 

 

    

 

 

 

At December 31, 2018 and 2017, the carrying amount of the debt comprised the following loans:

 

    2018     2017  

First OID loan having a face value of $63,273 maturing on September 30, 2024 with an effective interest rate of 20.06% 1) 3)

  $ 27,221     $ 32,721  

Second OID loan having a face value of $17,694 maturing on September 30, 2024 with an effective interest rate of 20.06% 1) 3)

    7,612       13,355  

Third OID loan having a face value of $31,370 maturing on September 30, 2024 with an effective interest rate of 20.06% 1) 3)

    13,495       15,815  

US dollars Credit Facility draws, expiring on September 30, 2024 bearing stated interest of 8.5% per annum (effective interest rate of 18.87%) 1)

    76,365       20,876  

Government term loan having a principal amount of $1,000 full repayable on August 31, 2018 with an effective interest rate of 9.2% and a stated interest of 3.2% 2)

    —         973  

Non-interest bearing government term loan having a principal amount of $1,153 repayable in equal monthly installments of $82 until January 31, 2020 with an effective interest rate of 8.8%

    1,111       2,249  

Non-interest bearing government term loan having a principal amount of $1,031 full repayable on January 5, 2018 with an effective interest rate of 9.1%

    —         1,031  
 

 

 

   

 

 

 
  $ 125,804     $ 87,020  

Less current portion of long-term debt

    (3,211     (3,336
 

 

 

   

 

 

 

Long-term portion of long-term debt

  $ 122,593     $ 83,684  
 

 

 

   

 

 

 

 

1)

The loans are secured by all the assets of the Company and require that certain covenants be respected including maintaining an adjusted working capital ratio.

2)

The loan is secured by the land, the manufacturing facility and equipments located in Belleville. At December 31, 2017, the net carrying value of the secured assets was $8,678.

3)

On July 31, 2022, the OID loans will be converted into cash paying loans bearing interest at an annual rate of 10%, payable quarterly.

 

26 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

2018

In November 2017, the Company entered into a Credit Facility agreement bearing interest of 8.5% per annum expiring on November 30, 2019. The Credit Facility comprised two US$40 million tranches which become available to draw down once certain conditions were met. The drawdowns on the available tranches were limited to US$10 million per month.

As part of the agreement, the Company issued 54 million warrants on November 30, 2017 (“Warrants #7”) to the holder of the long-term debt in consideration for the Credit Facility. Further details concerning the warrants are provided in note 17c. At each drawdown, the value of the proceeds drawn are allocated to the debt and the warrants classified as equity based on their fair value.

A royalty agreement between the Company and holder of long-term debt became effective upon drawing on the second tranche of the Credit Facility and then was subsequently modified as part of the loan modification discussed below. The proceeds to be received upon the first three draws on the second US$40 million tranche was increased from US$10.0 million to US$11.5 million to include the consideration paid by the holder for the royalty commitment (see note 16b).

The Company drew on the remaining US$60 million available on the Credit Facility throughout the year, bringing the cumulative draws from US$20 million at December 31, 2017 to US$80 million at December 31, 2018.

The table below summarizes by quarter, the impact of the various drawdowns and the royalty proceeds on the consolidated financial statements:

 

           

Allocation of Proceeds

Quarter

 

USD proceeds

 

CAD equivalent

 

Debt

 

Warrants

 

Royalty liability

Q1 2018

  20,000,000   25,155,000   19,585,372   5,569,628   —  

Q2 2018

  11,500,000   14,768,300   12,881,631   1,886,669   —  

Q3 2018

  23,000,000   29,808,690   27,144,445   2,531,438   132,807

Q4 2018

  10,000,000   13,280,100   12,109,314   1,170,786   —  

For the August and September 2018 draws, the holder of the long-term debt used the set-off of principal right under the Original Issue Discount (“OID”) loan agreements to settle $3,917 (US$3 million) of the amounts due to the Company under the royalty agreement by reducing the face value of the second OID loan from $21,172 to $17,255. As a result, the cash proceeds received for those two draws were $25,892.

These transactions were accounted for as an extinguishment of a portion of the OID loan and the difference between the adjustment to the carrying value of the loan of $2,639 and the reduction in the face value of the OID loan of $3,917, was recorded as a loss on extinguishment of liabilities of $1,278.

On November 14, 2018, the Company and the holder of the debt modified the terms of the four loan agreements to extend the maturity date of the Credit Facility from November 30, 2019 to September 30, 2024 and all three OID loans from July 31, 2022 to September 30, 2024. Interest on amounts outstanding on the Credit Facility will continue to be payable quarterly at an annual rate of 8.5% during the period of the extension. As of July 31, 2022, the OID loans will be restructured into cash paying loans bearing interest at an annual rate of 10%, payable quarterly. The outstanding face values of the OID loans at that date will become the principal amounts of the restructured loans. As additional consideration for the extension of the maturity dates, Prometic agreed to cancel 100,117,594 existing warrants (Warrants #3 to 7) and issue replacement warrants to the holder of the long-term debt, bearing a term of 8 years and exercisable at a per share price equal to $1.00 (note 17c). The exact number of warrants to be granted will be set at a number that will result in the holder of the long-term debt having a 19.99% fully-diluted ownership level in Prometic upon issuance of the warrants, which are to be issued no later than March 15, 2019. On November 30, 2018, Warrants #3 to 7 were cancelled and 128,056,881 warrants to purchase common shares (“Warrants #8”), representing a portion of the replacement warrants, were issued. At the end of the agreed upon measurement period for calculating the number of new warrants to be issued, Prometic will issue the remaining replacement warrant under a new series of warrants (“Warrants #9”), which will give the holder the right to acquire preferred shares (note 14). The holder of the long- term debt also obtained the Company’s best efforts to support the election of a second representative of the lender to the Board of directors of the Company, and the extension of the security to the royalty agreement.

 

27 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

Management assessed the changes made to the previous agreements and determined that the modification should be accounted for as an extinguishment of the previous loans and the recording of new loans at their fair value determined as of the date of the modification. The fair value of the modified loans, determined using a discounted cash flow model with a market interest rate of 20.1%, was $107,704. Any cost or fees incurred with this transaction were recognized as part of the gain on extinguishment, including legal fees incurred in the amount of $434 and the improvements to the terms of the warrants. To determine this value, the Company estimated the fair value of the vested warrants (Warrants #3 to 7) and the fair value of the new warrants, excluding the 6,000,000 warrants that were associated with the last draw on the Credit Facility that occurred on November 22, 2018. The incremental fair value was $8,778 of which $338 pertains to Warrants #9 (note 14).

In addition, the fees incurred in regards of the Credit Facility, that were previously recorded in the consolidated statement of financial position as other long-term assets and were being amortized and recognized in the consolidated statement of operations over the original term of the Credit Facility, were recognized as part of the gain on extinguishment for an amount of $3,245.

As a result of this transaction and the extinguishments of debt that occurred earlier in the year following the use of the set-off of principal right by the debt holder, the consolidated statement of operations for the year ended December 31, 2018, includes a gain on extinguishment of liabilities of $33,626 detailed as follows:

 

Gain on extinguishment of liabilities due to November 14, 2018 debt modification

  

Comprising the following elements:

  

Extinguishment of previous loans

   $  (155,055

Expensing of deferred financing fees on Credit Facility

     3,245  

Recognition of modified loans

     107,704  

Expensing of increase in the fair value of the warrants

     8,778  

Warrants proceeds

     (10

Expensing of legal fees incurred with the debt modification

     434  
  

 

 

 

Gain on extinguishment of liabilities due to November 14, 2018 debt modification

   $ (34,904

Loss on extinguishment of liabilities due to set-off of principal

     1,278  
  

 

 

 

Gain on extinguishments of liabilities

   $ (33,626
  

 

 

 

At December 31, 2018, the Company was not in breach of its covenants under its credit facilities, as a result of a waiver obtained in December, wherein the holder of the long-term debt confirmed that the breached covenants will not be deemed to constitute an event of default. The holder of the long-term debt also agreed to defer the payment of interest that was originally due under the terms of the existing Credit Facility on December 31, 2018, to early January 2019.

Details of the subsequent events pertaining to the long-term debt are provided in note 32.

2017

On April 27, 2017, the Company and the holder of the long-term debt signed a third OID loan agreement and warrants (“Warrants #6”) for total proceeds of $25,010. The total proceeds were allocated to the debt based on its fair value at the issue date and the residual amount was attributed to the warrants that are classified as equity. Further details concerning the warrants are provided in note 17c. Under the terms of the loan, the Company will repay the face value of the OID loan, in the amount of $39,170 at maturity on July 31, 2022. The OID loan was recorded at its fair value at the transaction date less the associated transaction costs of $184 for a net amount of $18,363. The fair value of the loan was determined using a discounted cash flow model for the debt instrument with a market interest rate of 15.5%.

In July 2017, the holder of the long-term debt used the set-off of principal right under the loan agreements, to settle the amounts due to the Company, following its participation in a private placement for 5,045,369 common shares which occurred concurrently with the closing of a public offering of common shares on July 6, 2017.

 

28 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

As a result, the face value of the third OID loan was reduced by $8,577, from $39,170 to $30,593. The reduction of $8,577 is equivalent to the value of the shares issued at the agreed price of $1.70 concluded in connection with the private placement. This transaction was accounted for as an extinguishment of a portion of the OID loan and the difference between the adjustment to the carrying value of the loan of $4,134 and the amount recorded for the shares issued of $8,325, as explained in the following paragraph, was recorded as a loss on extinguishment of a liabilities of $4,191.

The shares were recorded at fair value, determined using the closing price of $1.65 on the date of issue July 6, 2017, resulting in a value of the shares issued of $8,325.

On November 30, 2017, the Company entered into the Credit Facility agreement.

The Company drew on the Credit Facility on November 30, 2017 and on December 14, 2017 respectively. The total proceeds allocated to the debt upon the two drawdowns in 2017 was $21,098. The fair value of the debt was determined using a discounted cash flow model for the debt instrument with a market interest rate of 16.4%. The fees incurred in regards of the Credit Facility, which comprise legal fees and also the 10,000,000 warrants issued upon signature of the Credit Facility (note 17c), for a total of $5,473 have been recorded in the consolidated statement of financial position as other long-term assets and will be amortized and recognized into the consolidated statement of operations over the term of the Credit Facility.

 

14.

Warrant Liability

As consideration for the modification of the terms of the loan agreements (note 13), the Company has a commitment to issue Warrants #9 to the holder of the long-term debt on or before March 15, 2019. The exact number of warrants will be based on the number of warrants necessary to increase the ownership of the holder of the long-term debt to 19.99% on a fully diluted basis at the date of issuance. Each warrant will entitle the holder to acquire one preferred share (note 17a) at a price of $1 per share and will expire eight years after their date of issuance. The Warrants #9 do not meet the definition of an equity instrument since the underlying preferred shares qualify as a liability instrument, and therefore they must be accounted for as a financial instrument carried at FVPL.

The estimated fair-value of these warrants at as November 14, 2018 and as December 31, 2018 was $338 and $157. The change in fair value of the warrants, a gain of $181 was recorded in the consolidated statements of operations. These fair values were calculated using a Black-Scholes option pricing model with the assumptions provided in the table below. In order to estimate the fair-value of the underlying preferred share, the Company has used the market price of Prometic’s common share at the date of the estimate, discounted for the fact that the preferred shares are illiquid. The value of the discount was calculated using a European put option model to sell a common share of Prometic at the price of $1 per share in 20 years.

The following assumptions were used in determining the fair value of Warrants #9 on November 14, 2018, the date of issuance, and December 31, 2018:

 

     November 14,
2018
    December 31,
2018
 

Underlying preferred share fair value

     0.22       0.13  

Number of warrants to be issued

     9,781,576       14,088,498  

Volatility

     45.9     44.5

Risk-free interest rate

     2.76     2.82

Remaining life until expiry

     8.0       7.9  

Expected dividend rate

     —         —    

 

29 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

15.

Operating and finance lease inducements and obligations

 

     December 31,
2018
     December 31,
2017
 

Finance lease obligations

   $ 818      $ 972  

Deferred operating lease inducements and obligations

     6,876        4,402  
  

 

 

    

 

 

 
   $ 7,694      $ 5,374  

Less current portion of operating and finance lease inducements and obligations (note 11)

     (5,844      (3,301
  

 

 

    

 

 

 
   $ 1,850      $ 2,073  
  

 

 

    

 

 

 

The following table presents the future minimum finance lease payments as of December 31, 2018:

 

     Within 1 year      2 - 5 years      Total  

Future minimum lease payments

   $ 415      $ 485      $ 900  

Less future finance costs

     (52      (30      (82
  

 

 

    

 

 

    

 

 

 

Finance lease obligation

   $ 363      $ 455      $ 818  
  

 

 

    

 

 

    

 

 

 

 

16.

Other long-term liabilities

 

     December 31,
2018
     December 31,
2017
 

Settlement fee payable (a)

   $ 102      $ 190  

Royalty payment obligations (b)

     3,077        2,963  

License acquisition payment obligation (c)

     2,726        —    

Other employee benefit liabilities

     2,399        593  

Other long-term liabilities

     330        70  
  

 

 

    

 

 

 
   $ 8,634      $ 3,816  

Less:

     

Current portion of settlement fee payable (note 11)

     (102      (102

Current portion of royalty payment obligations (note 11)

     (68      —    

Current portion of license acquisition payment obligation (note 11)

     (1,363      —    

Current portion of employee benefit liabilities (note 11)

     (1,406      (379
  

 

 

    

 

 

 
   $ 5,695      $ 3,335  
  

 

 

    

 

 

 

 

a)

Settlement of litigation

During the year ended December 31, 2012, the Company was served with a lawsuit in the Federal Court of Canada (Court) relating to a claim for infringement of two Canadian issued patents held by a third party plaintiff, GE Healthcare Biosciences AB (“GE”). The Company filed a statement of defence on the infringement claims, in addition to a counterclaim requesting that the Court declare both patents invalid and unenforceable.

The Company and GE entered into a settlement and license agreement on October 25, 2016 to mutually discontinue all past claims and counterclaims between the parties and to commercialize the underlying technologies over the term of the license, which shall not extend, on a country-by-country basis, beyond October 2021 (the “Term”). Under the agreement, Prometic shall pay GE an aggregate amount of $1,000 between October 25, 2016 and October 25, 2020 in consideration thereof, Minimum Annual Royalty (“MAR”) payments totaling $587 over the Term and a 2% net sales royalty on sales of certain Prometic bioseparation products to third parties and affiliates during the Term; the royalties being creditable against the MAR. After the Term of the agreement, sales of the products will be royalty-free. The net sales royalty expense will be recorded as such product sales are recognized.

 

30 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

b)

Royalty payment obligations

 

i)

Royalty payment obligations to the holder of the long-term debt

During the second quarter of 2018, the Company signed a royalty agreement with the holder of the long-term debt at the same time as certain conditions pertaining to the second advance of the Credit Facility were modified. As a result of the agreement, the Company obtained the right to receive US$1.5 million milestone payments upon each draw of the second tranche of the Credit Facility in exchange for increasing royalty entitlements on future revenues relating to patents existing as of the date of the agreement of PBI-1402 and analogues, including PBI-4050. The agreement includes a minimum royalty payment of US$5,000 per quarter until approximately 2033 and a liability of $138 was recognized in the consolidated statement of financial position at December 31, 2018 representing the discounted value of the minimum royalty payments to be made until the expiry of the patents covered by the agreement, using a discount rate of 18.57%. In the case where royalties based on revenues became payable, the minimum royalty previously paid would be deducted from future remittances.

On November 14, 2018, as part of the debt modification agreement, the royalty rate was increased from 1.5% to 2% on future revenues relating to the specified patents and the right to receive the final US$1.5 million milestone payment was foregone.

 

ii)

Royalty payment obligation for reacquired rights

As part of the consideration given by the Company in 2016 for the reacquisition of the rights to 50% of the worldwide profits pertaining to the sale of plasminogen for the treatment of plasminogen congenital deficiency which were previously granted to a licensee under a license agreement, the Company agreed to make royalty payments on the sales of plasminogen for congenital deficiency, using a rate of 5% up to a total of US$2.5 million. If by December 2020 the full royalty obligation has not been paid, the unpaid balance will become due. The Company has recognized a royalty payment obligation of $2,898 (US$2.1 million) in the consolidated statement of financial position at December 31, 2018 ($2,963 at December 31, 2017), representing the discounted value of the expected royalty payments to be made until December 2020, using a discount rate of 9.2%.

 

c)

Licence acquisition payment obligation

In consideration for acquiring a license (note 9), the Company agreed to pay an equivalent of US$3 million; US$1 million on the date of the transaction, and US$1 million on both the first and second anniversary of the transaction, to be settled in common shares of the Company. A $2,726 financial liability has been recognised for the second and third payments.

 

17.

Share capital and other equity instruments

Details of the subsequent events pertaining to Share capital and other equity instruments are provided in note 32.

 

a)

Share capital

Authorized and without par value:

Common shares: unlimited number authorized, participating, carrying one vote per share, entitled to dividends.

Preferred shares: unlimited number authorized, issuable in one or more series.

 

Unlimited number of series A preferred shares, no par value, non-voting, ranking in priority to the common shares, entitled to the same dividends as the common shares, non-transferable, redeemable at the redemption amount offered for the common shares upon a change in control event.

 

     December 31, 2018      December 31, 2017  
     Number      Amount      Number      Amount  

Issued common shares

     720,368,286      $ 583,517        710,593,273      $ 575,550  

Share purchase loan to a former officer

     —          (400      —          (400
  

 

 

    

 

 

    

 

 

    

 

 

 

Issued and fully paid common shares

     720,368,286      $ 583,117        710,593,273      $ 575,150  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

31 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

At December 31, 2017, the maturity date of the outstanding share purchase loan issued to an officer of the Company was the earlier of (i) March 31, 2019 or (ii) 30 days preceding a targeted NASDAQ or NYSE listing date of Prometic’s shares. The share purchase loan bears interest at prime plus 1%.

Changes in the issued and outstanding common shares during the years ended December 31, 2018 and 2017 were as follows:

 

     December 31, 2018      December 31, 2017  
     Number      Amount      Number      Amount  

Balance - beginning of year

     710,593,273      $ 575,150        623,229,331      $ 480,237  

Issued to acquire assets

     1,113,342        1,960        —          —    

Issued to acquire non-controlling interest (note 18)

     4,712,422        3,629        —          —    

Exercise of future investment rights (note 17d)

     —          —          44,791,488        27,594  

Exercise of stock options (note 17b)

     1,689,624        1,073        3,086,203        811  

Shares issued under restricted share units plan (note 17b)

     313,625        554        3,190,882        5,058  

Share issued for cash

     1,946,000        751        31,250,000        53,125  

Issued in consideration of loan extinguishment (note 13)

     —          —          5,045,369        8,325  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance - end of year

     720,368,286      $ 583,117        710,593,273      $ 575,150  
  

 

 

    

 

 

    

 

 

    

 

 

 

2018

On January 29, 2018, the Company issued 742,228 common shares in partial payment for the acquisition of a license (note 9) and 371,114 common shares to acquire an option to buy production equipment currently located in Europe (note 7). Based on the $1.76 share price on that date, the values attributed to the shares issued were $1,960.

On April 27, 2018, the Company reacquired the non-controlling shareholders’ 13% interest in Prometic Bioproduction Inc. in exchange for the issuance of 4,712,422 common shares. Based on the $0.77 share price on that date, the value attributed to the shares issued was $3,629 (note 18).

On November 27, 2018, the Company entered into an ”At-the-Market” (“ATM”) equity distribution agreement (“EDA”) under which the Company is able, at its discretion and from time to time, subject to conditions in the EDA, to offer common shares through ATM issuances on the TSX or any other marketplace for aggregate proceeds not exceeding $31.0 million. This agreement provides that common shares are to be sold at market prices prevailing at the time of sale. Through December 31, 2018, the Company has issued a total of 1,946,000 common shares at an average price of $0.39 per share under the ATM for aggregate gross proceeds of $751, less transaction costs of $23 recorded in deficit, for total net proceeds of $728.

2017

On July 6, 2017, the Company issued 31,250,000 common shares following a bought deal public offering for gross proceeds of $53,125. The underwriters received a cash commission of 6% of the gross proceeds of the offering. Concurrently with the bought deal public offering, the Company concluded a private placement with the holder of the long-term debt. Using the rights conveyed under the loan agreement, the holder of the long-term debt elected to extinguish a portion of the face value of the third OID loan as consideration for the 5,045,369 shares issued (note 13). The aggregate issuance costs related to these issuances, including the commission, in the amount of $3,878, were recorded against the deficit during the year ended December 31, 2017.

 

b)

Contributed surplus (share-based payments)

Stock options

The Company has established a stock option plan for its directors, officers, employees and service providers. The plan provides that the aggregate number of shares reserved for issuance at any time under the plan may not exceed 40,634,585 common shares and the maximum number of common shares, which may be reserved for issuance to any individual, may not exceed 5% of the outstanding common shares. The stock options issued under the plan may be exercised over a period not exceeding ten years from the date they were granted. The vesting period of the stock options varies from immediate vesting to vesting over a period not exceeding 5 years. Participants meeting certain service and age requirements may see the vesting of certain awards accelerate upon retirement. The vesting conditions are established by the Board of Directors on the grant date. The exercise price is based on the weighted average share price for the five business days prior to the grant.

 

32 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

Changes in the number of stock options outstanding during the years ended December 31, 2018 and 2017 were as follows:

 

     2018      2017  
     Number      Weighted
average
exercise price
     Number      Weighted
average
exercise price
 

Balance - beginning of year

     14,463,270      $ 1.79        14,372,640      $ 1.41  

Granted

     10,882,961        0.76        3,809,870        1.99  

Forfeited

     (428,578      1.99        (630,037      2.53  

Exercised

     (1,689,624      0.38        (3,086,203      0.16  

Expired

     (1,413,000      0.41        (3,000      0.12  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance - end of year

     21,815,029      $ 1.47        14,463,270      $ 1.79  
  

 

 

    

 

 

    

 

 

    

 

 

 

During the year ended December 31, 2018, 10,882,961 options having a contractual term of 10 years were granted.

During the year ended December 31, 2018, 1,689,624 stock options were exercised resulting in cash proceeds of $635 and a transfer from contributed surplus to share capital of $438. The weighted average share price on the date of exercise of the options during the year ended December 31, 2018 was $1.04.

During the year ended December 31, 2017, 177,050 and 3,632,820 options having a contractual term of five and ten years respectively were granted. All other outstanding options have a contractual term of five years.

During the year ended December 31, 2017, 3,086,203 options were exercised resulting in cash proceeds of $481 and a transfer from contributed surplus to share capital of $330. The weighted average share price on the date of exercise of the options during the year ended December 31, 2017 was $1.71.

At December 31, 2018, stock options issued and outstanding by range of exercise price are as follows:

 

Range of

exercise price

   Number
outstanding
     Weighted average
remaining
contractual life
(in years)
     Weighted
average
exercise price
     Number
exercisable
     Weighted
average
exercise price
 

$0.34 - $0.88

     10,860,761        9.9      $ 0.76        727,822      $ 0.77  

$1.10 - $2.02

     2,731,036        1.7        1.27        2,335,427        1.22  

$2.07 - $2.44

     5,595,533        5.1        2.23        3,423,087        2.29  

$2.55 - $3.19

     2,627,699        2.4        2.98        1,683,194        2.98  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     21,815,029        6.7      $ 1.47        8,169,530      $ 1.99  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The Company uses the Black-Scholes option pricing model to calculate the fair value of options at the date of grant. The weighted average inputs into the model and the resulting grant date fair values during the year ended December 31, 2018 and 2017 were as follows:

 

     2018     2017  

Expected dividend rate

     —         —    

Expected volatility of share price

     66.1     61.8

Risk-free interest rate

     2.1     1.2

Expected life in years

     7.9       6.8  

Weighted average grant date fair value

   $ 0.22     $ 1.19  

The expected volatility was based on historical volatility of the common shares while the expected life was based on the historical holding patterns. The fair value of the grants is expensed over the vesting period on the assumption that between 3.6% to 5.9% (between 3.4% and 5.5% in 2017) of the unvested stock options will be forfeited annually over the service period.

 

33 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

A share-based payment compensation expense of $3,372 was recorded for the stock options for the year ended December 31, 2018 ($3,436 for the year ended December 31, 2017).

Restricted share units

The Company has established an equity-settled restricted share units plan for executive officers of the Company, as part of its incentive program designed to align the interests of its executives with those of its shareholders, and in accordance with its Long Term Incentive Plan. The vesting conditions are established by the Board of Directors on the grant date and must generally be met within 3 years. Participants meeting certain service and age requirements may see the vesting of certain awards accelerate upon retirement. Each vested RSU gives the right to receive a common share.

2018

On December 4, 2018, the Company granted 10,356,110 RSU to management (the “2018-2020 RSU”) with a time period to meet the vesting conditions extending to December 31, 2020. The grant included 2,385,909 units that vest at a rate of 33.3% at the end of each year and become available for release at the time of vesting, and 7,970,201 units that have performance-based conditions with a scaling payout depending on performance (ranging from 0% to 150%). These 2018-2020 performance-based RSU will only vest at the end of 2020 if individual RSU objectives are met and if the participant is still employed by the Company at that time.

2017

During 2017, the Board decided to replace 1,220,623 of the expired RSU with an equivalent number of RSU keeping the same vesting conditions but extending the evaluation period for the attainment of the objectives by one year to December 31, 2017. The replacement RSU were issued on April 11, 2017. This transaction was accounted for as a modification of the existing RSU that did not have an impact on the value of the RSU.

The RSU granted prior to the grant on November 24, 2017 vest upon achievement of various corporate and commercial objectives and the underlying shares become available for issuance once the RSU are vested. On November 24, 2017, the Company granted 6,228,456 RSU to management (the “2017-2019 RSU”), the time period to meet the vesting conditions goes until December 31, 2019. The grant included 1,132,448 units that vest at a rate of 33.3% at the end of each year and become available for release at the time of vesting, and 5,096,008 units that have performance-based conditions with a scaling payout depending on performance. These 2017-2019 performance based RSU will only vest at the end of 2019 if individual RSU objectives are met and if the participant is still at the employ of the Company at that time.

Changes in the number of RSU outstanding during the years ended December 31, 2018 and 2017 are presented in the following table. The units granted represent the maximum payout possible based on achievement of all objectives.

 

     2018      2017  

Balance - beginning of year

     10,561,283        9,999,251  

Granted

     10,356,110        7,449,079  

Expired

     (2,032,872      (3,157,311

Forfeited

     (53,329      (538,854

Released

     (313,625      (3,190,882
  

 

 

    

 

 

 

Balance - end of year

     18,517,567        10,561,283  
  

 

 

    

 

 

 

The grant date fair value of a 2018-2020 RSU is $0.39 (2017-2019 RSU is $1.42). A share-based payment compensation expense of $3,350 was recorded during the year ended December 31, 2018 ($5,226 for the year ended December 31, 2017). At December 31, 2018, there were 3,303,687 vested RSU outstanding (1,895,224 at December 31, 2017) and 15,213,880 unvested RSU outstanding (8,666,059 at December 31, 2017). During the year ended December 31, 2018, 313,625 vested RSU were released and an equivalent number of shares were issued out of treasury resulting in a transfer from contributed surplus to share capital of $554 (3,190,882 and $5,058 respectively at December 31, 2017).

 

34 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

Share-based payment expense

The total share-based payment expense, comprising the above-mentioned expenses for stock options and RSU, has been included in the consolidated statements of operations for the years ended December 31, 2018 and 2017 as indicated in the following table:

 

     2018      2017  

Cost of sales and other production expenses

   $ 299      $ 370  

Research and development expenses

     2,295        4,150  

Administration, selling and marketing expenses

     4,128        4,142  
  

 

 

    

 

 

 
   $ 6,722      $ 8,662  
  

 

 

    

 

 

 

 

c)

Warrants

The following table summarizes the changes in the number of warrants outstanding during the years ended December 31, 2018 and 2017:

 

     December 31, 2018      December 31, 2017  
     Number      Weighted
average
exercise price
     Number      Weighted
average
exercise price
 

Balance of warrants - beginning of year

     121,672,099      $ 2.11        57,071,692      $ 2.21  

Issued to acquire assets

     4,000,000        3.00        —          —    

Issued for cash

     —          —          64,600,407        2.03  

Cancelled - debt modification

     (100,117,594      2.38        —          —    

Issued - debt modification

     128,056,881        1.00        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants - end of year

     153,611,386      $ 1.03        121,672,099      $ 2.11  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants exercisable - end of year

     149,611,386      $ 0.98        87,672,099      $ 2.27  
  

 

 

    

 

 

    

 

 

    

 

 

 

2018

On January 29, 2018, the Company issued 4,000,000 warrants to acquire common shares, as consideration for a license. The warrants have an exercise price of $3.00 per share and expire after five years. 2,000,000 warrants become exercisable after one year and 2,000,000 warrants become exercisable after two years. The fair value of the warrants and consequently the value of the license is $1,743 and was determined using a Black-Scholes option pricing model.

As the Company drew an amount of US$10 million on the Credit Facility on each of January 22, February 23, April 30, August 2, September 21, and November 22, 2018, the amounts received were allocated to the debt and the Warrants #7 that vested upon the draw, based on their fair value at the time of the drawdown. The aggregate value of the proceeds attributed to the warrants that became exercisable on those dates was $11,159, which was recorded in equity.

On November 14, 2018 an agreement was signed between the Company and the holder of the long-term debt to extend the maturity of the three OID loans and the Credit Facility (note 13). As part of the cost for the debt modification, the Company proceeded on November 30, 2018 to cancel 100,117,594 existing warrants (Warrants #3 to 7) and replace them with 128,056,881 new warrants (Warrants #8), each giving the holder the right to acquire one common share at an exercise price of $1.00 per share, paid either in cash or in consideration of the lender’s cancellation of an equivalent amount of the face value of an OID loan. The warrants expire on November 30, 2026. A payment of $10 was received from the holder of the long-term debt as part of this transaction. The increase in the fair value of the replacement warrants compared to those cancelled was $8,440 at the date of the modification. This value in addition to the payment received was recorded in shareholders’ equity – warrants and the corresponding debit was recorded against the gain on extinguishment of liabilities relating to the debt modification (note 13).

 

35 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

2017

On April 27, 2017, pursuant to a financing for total proceeds of $25,010, the Company issued additional debt and the Sixth Warrants to the holder of the long-term debt. Further details concerning the debt issued are provided in note 13. The Sixth Warrants consist of 10,600,407 warrants, each giving the holder the right to acquire one common share at an exercise price of $3.70, paid either in cash or in consideration of the lender’s cancellation of an equivalent amount of the face value of an OID loan. The warrants expire on October 26, 2023. The value of the proceeds attributed to the warrants of $6,463 was recorded in warrants and future investment rights. The issuance cost related to the warrants, in the amount of $145, has been recorded against the deficit.

On November 30, 2017, pursuant to entering into a Credit Facility agreement, the Company issued Warrants #7 to the holder of the long-term debt. Further details concerning the Credit Facility are provided in note 13. The Warrants #7 consist of 54,000,000 warrants from which 10,000,000 warrants were exercisable as of the date of the agreement and the remaining 44,000,000 warrants became exercisable when the Company drew upon the Credit Facility in increments of US$10 million. Each warrant gives the holder the right to acquire one common share at an exercise price of $1.70. The warrants expire on June 30, 2026. Although the warrants are issued and outstanding in the warrant table above, for accounting purposes, these warrants will be recognized and measured at the time they become exercisable.

The amount of each US$10,000,000 drawdown on the Credit Facility is allocated to the debt and the warrants based on their fair value at the time of the drawdown. The initial 10,000,000 warrants exercisable upon signature of the agreement were valued at $5,214 and were recognized as a deferred financing costs with the offsetting entry in equity. The Company drew on the facility on November 30, 2017 and on December 14, 2017 and the value of the proceeds attributed to the warrants was $2,363 and $2,245 respectively, which was recorded in equity. Issuance cost related to the issuance of the Seventh Warrants, in the amount of $125, have been recorded against the deficit.

As at December 31, 2018, the following warrants, classified as equity, to acquire shares were outstanding:

 

    Number      Expiry date      Exercise price  
    277,910        September 2019      $ 6.39  
    1,000,000        September 2021        0.52  
    20,276,595        September 2021        0.77  
    4,000,000        January 2023        3.00  
    128,056,881        November 2026        1.00  
 

 

 

       

 

 

 
    153,611,386         $ 1.03  
 

 

 

       

 

 

 

 

d)

Future investment rights

The future investment rights issued by the Company provide essentially the same rights as the warrants to the holders. The following table summarizes the changes in the number of future investment rights outstanding during the years ended December 31, 2018 and 2017:

 

     December 31, 2018      December 31, 2017  
     Number      Weighted
average
exercise price
     Number      Weighted
average
exercise price
 

Balance of future investment rights - beginning of year

     —        $ —          44,791,488      $ 0.47  

Exercise of future investment rights

     —          —          (44,791,488      0.47  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of future investment rights - end of year

     —        $ —          —        $ —    
  

 

 

    

 

 

    

 

 

    

 

 

 

On February 3, 2017, all of the 44,791,488 future investment rights were exercised resulting in cash proceeds of $21,052 and a transfer from future investment rights to share capital of $6,542.

 

36 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

18.

Non-controlling interests

The interest in the subsidiaries for which the Company held less than 100 % interest during 2018 and 2017 are as follows:

 

Name of subsidiary

   Segment activity    Place of incorporation
and operation
   Proportion of ownership
interest held by the group
 
               2018     2017  

Prometic Bioproduction Inc. (“PBP”)

   Plasma-derived therapeutics    Quebec, Canada      100     87

Pathogen Removal and Diagnostic Technologies Inc. (“PRDT”)

   Bioseparations    Delaware, U.S.      77     77

NantPro Biosciences, LLC (“NantPro”)

   Plasma-derived therapeutics    Delaware, U.S.      73     73

In April 2018, the Company and the non-controlling shareholders of Prometic Bioproduction Inc. entered into an agreement whereby Prometic acquired the non-controlling shareholders 13% interest in the subsidiary in exchange for 4,712,422 common shares of the Company. Consequently, $15,278 was recognized in the deficit to reflect Prometic’s increase in the ownership of the subsidiary, representing the difference in value between the $3,629 of equity issued in payment of the 13% ownership acquired and $11,649 of total net liabilities attributed to the NCI at the date of the transaction that was derecognized from the statement of financial position.

Summarized financial information for the entities having a non-controlling interest at December 31, 2018 and 2017 is provided in the following tables. This information is based on amounts before inter-company eliminations.

2018

Summarized statements of financial position

 

     PRDT      NantPro  

Capital and intangible assets (long-term)

   $ 351      $ —    

Trade and other payables (current)

     (613      —    

Intercompany loans and lease inducements and obligations (long-term)

     (15,672      —    
  

 

 

    

 

 

 

Total equity (negative equity)

   $ (15,934    $ —    
  

 

 

    

 

 

 

Attributable to non-controlling interests

   $ (6,542    $ —    
  

 

 

    

 

 

 

Summarized statements of operations

 

     PRDT      NantPro  

Revenues or services rendered to other members of the group

   $ 839      $ —    

Cost of sales and production

     (190      (10,526

Research and development expenses

     (179      (30

Adminstration and other expenses

     (1,001      (131

Impairment loss

     —          (141,025
  

 

 

    

 

 

 

Net loss and comprehensive loss

   $ (531    $ (151,712
  

 

 

    

 

 

 

Attributable to non-controlling interests

   $ (641    $ (40,962
  

 

 

    

 

 

 

2017

Summarized statements of financial position

 

     PBP      PRDT      NantPro  

Investment tax credits receivables and other current assets

   $ 13,250      $ —        $ —    

Capital and intangible assets (long-term)

     20,427        398        141,025  

Trade and other payables (current)

     (6,965      (417      —    

Intercompany loans (long-term)

     (120,789      (15,003      —    
  

 

 

    

 

 

    

 

 

 

Total equity (negative equity)

   $ (94,077    $ (15,022    $ 141,025  
  

 

 

    

 

 

    

 

 

 

Attributable to non-controlling interests

   $ (10,722    $ (5,901    $ 38,070  
  

 

 

    

 

 

    

 

 

 

 

37 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

Summarized statements of operations

 

     PBP      PRDT      NantPro  

Revenues or services rendered to other members of the group

   $ 3,712      $ 181      $ —    

Cost of sales and production

     (1,635      —          —    

Research and development expenses

     (34,027      (335      (17,482

Administration and other expenses

     (4,587      (957      (210
  

 

 

    

 

 

    

 

 

 

Net loss and comprehensive loss

   $ (36,537    $ (1,111    $ (17,692
  

 

 

    

 

 

    

 

 

 

Attributable to non-controlling interests

   $ (4,750    $ (779    $ (4,776
  

 

 

    

 

 

    

 

 

 

During the year ended December 31, 2017, PBP used $24,394 and $3,544 in cash for its operating and investing activities respectively and received $28,200 from financing activities.

The non-controlling interests balance on the consolidated statements of financial position and the losses allocated to non-controlling interests in the consolidated statements of operations, per subsidiary are as follows:

 

     2018      2017  

Consolidated statements of financial position:

     

Prometic Bioproduction Inc.

   $ —        $ (10,722

Pathogen Removal and Diagnostic Technologies Inc.

     (6,542      (5,901

NantPro Biosciences, LLC

     —          38,070  
  

 

 

    

 

 

 

Total non-controlling interests

   $ (6,542    $ 21,447  
  

 

 

    

 

 

 
     2018      2017  

Consolidated statements of operations:

     

Prometic Bioproduction Inc.

   $ (927    $ (4,750

Pathogen Removal and Diagnostic Technologies Inc.

     (641      (779

NantPro Biosciences, LLC

     (40,962      (4,776
  

 

 

    

 

 

 

Total non-controlling interests

   $ (42,530    $ (10,305
  

 

 

    

 

 

 

The NantPro Biosciences, LLC non-controlling interest’s share in the funding of the subsidiary by Prometic was $2,892 for the year ended December 31, 2018 ($4,776 for the year ended December 31, 2017) and has been presented in the consolidated statements of changes in equity.

 

19.

Capital disclosures

 

     2018      2017  

Warrant liability

   $ 157      $ —    

Finance lease obligations

     818        972  

Long-term debt

     125,804        87,020  

Total equity (negative equity)

     (63,146      143,431  

Cash

     (7,389      (23,166
  

 

 

    

 

 

 

Total Capital

   $ 56,244      $ 208,257  
  

 

 

    

 

 

 

The Company’s objective in managing capital is to ensure sufficient liquidity to finance its research and development activities, administration, selling and marketing expenses, working capital and overall expenditures on capital and intangible assets. The Company makes every effort to manage its liquidity to minimize dilution to its shareholders, whenever possible. The Company is subject to one externally imposed capital requirement (note 13) and the Company’s overall strategy with respect to capital risk management remains unchanged from the year ended December 31, 2017.

 

38 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

20.

Revenues

 

     2018      2017  

Revenues from the sale of goods

   $ 45,584      $ 16,461  

Milestone and licensing revenues

     —          19,724  

Revenues from the rendering of services

     1,291        1,930  

Rental revenue

     499        1,000  
  

 

 

    

 

 

 
   $ 47,374      $ 39,115  
  

 

 

    

 

 

 

In August 2017, the Company entered into a licensing agreement with a third-party in China and as a result, milestone and licensing revenues of $19,724 were recorded during the third quarter of 2017. The third party having not remitted funds associated with the license fee and initial milestone payment within the specified payment terms was consequently in breach of the agreement. As a result, the Company was in a position to exercise its contractual rights and opted to terminate the agreement in March 2018 thereby returning all the rights previously conferred under the license agreement back to Prometic. The Company wrote-off the accounts receivable to bad debt expense as at December 31, 2017 (note 30b).

 

21.

Supplemental Information included in the consolidated statements of operations

 

Year ended December 31,

   2018      2017  

a) Government assistance included in research and development

     

Gross research and development expenses

   $ 94,841      $ 101,946  

Research and development tax credits

     (3,175      (1,554
  

 

 

    

 

 

 
   $ 91,666      $ 100,392  
  

 

 

    

 

 

 

b) Finance costs

     

Interest accretion on long-term debt

   $ 18,856      $ 7,686  

Amortization of fees for Credit Facility

     2,625        208  

Other interest expense, transaction and bank fees

     886        384  

Interest income

     (307      (313
  

 

 

    

 

 

 
   $ 22,060      $ 7,965  
  

 

 

    

 

 

 

c) Wages and salaries

     

Wages and salaries

   $ 46,775      $ 44,211  

Employer’s benefits

     8,377        8,556  

Share-based payments expense

     6,722        8,662  
  

 

 

    

 

 

 

Total employee benefit expense

   $ 61,874      $ 61,429  
  

 

 

    

 

 

 

 

22.

Pension plan

The Company maintains a defined contribution pension plan for its permanent employees. The Company matches the contributions made by employees who elect to participate in the plan up to a maximum percentage of their annual salary. The Company’s contributions recognized as an expense for the year ended December 31, 2018 amounted to $1,635 ($1,596 for the year ended December 31, 2017).

 

23.

Government assistance

The Company has received government grants from the Isle of Man Government relating to operating and capital expenditures to be incurred by the Company and are disbursed to the Company when such expenditures are made.

 

39 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

The Isle of Man Government reserves the right to reclaim part or all of the grants received should the Company leave the Isle of Man according to the following schedule – 100% repayment within five years of receipt, then a sliding scale after that for the next 5 years; year 6 - 80%; year 7 - 60%; year 8 - 40%; year 9 - 20%; year 10 - 0%.

If the Company were to cease operations in the Isle of Man as December 31, 2018, it would be required to repay $1,806 in relation to grants received in the past amounting to $2,064. No provision has been made in these consolidated financial statements for any future repayment relating to the grants received.

 

24.

Impairment losses

The following table represents the details of impairment losses recorded for the year ended December 31, 2018 ($Nil for the year ended December 31, 2017).

 

     2018  

Impairment on IVIG CGU:

  

Intangible assets (note 9)

   $ 142,609  

Fixed assets (note 8)

     5,689  

Option to purchase equipment (note 7c)

     653  
  

 

 

 
   $ 148,951  

Impairment on Prothera:

  

Investment in an associate (note 10)

   $ 1,182  

Deferred revenue

     (181
  

 

 

 
   $ 1,001  
  

 

 

 
   $ 149,952  
  

 

 

 

As a result of various events affecting the Company during 2018, including; 1) the delay of the commercial launch of RyplazimTM following the identification by the FDA of a number of changes required in the Chemistry, Manufacturing and Controls (“CMC”) section of the Biological License Application (“BLA”) submission for congenital plasminogen deficiency, 2) the Company’s limited financial resources since the fourth quarter of 2018, which significantly delayed manufacturing expansion plans and resulted in the Company focusing its resources on refiling the RyplazimTM BLA as soon as possible; 3) the recognition of the larger than anticipated commercial opportunities for RyplazimTM, and 4) the change in executive leadership in December 2018, the Company modified its strategic plans during the fourth quarter to focus all available plasma-derived therapeutic segment resources on the manufacturing and development of RyplazimTM, for the treatment of congenital plasminogen deficiency and other indications.

These changes and their various impacts prompted Management to perform an impairment test of the IVIG cash generating unit, which includes assets such as the licenses held by NantPro and Prometic Biotherapeutics inc. amongst others, manufacturing equipment located at our Canadian manufacturing facilities and the CMO facility at December 31, 2018, and to review whether other assets pertaining to follow-on proteins might be impaired.

In regards to the IVIG CGU, the substantial work, time and investment required to complete a robust CMC package for IVIG prior to the BLA filing, the limited resources available to complete the CMC section and the reduction of the forecasted IVIG production capacity at all plants will significantly delay the commercialisation of IVIG compared to previous timelines and as a result, cash inflows beginning beyond 2023 were not considered in the determination of the value in use due to the inherent uncertainty in forecasting cash flows beyond a five year period. As a result, the value in use for the IVIG CGU was $Nil. Management also evaluated the fair value less cost to sell and determined that this value would also approximated $Nil.

Consequently, impairment losses for the carrying amounts of the NantPro license and a second license acquired in January 2018, giving the rights to use IVIG clinical data and the design plans for a plant with a production capacity in excess of current needs, of $141,025 and $1,584, respectively, were recorded. An impairment was also recorded on the option to purchase equipment in the amount of $653 since the likelihood of exercising this option is low in view of the current manufacturing and production plans. Finally, an impairment of $5,689 was recorded on IVIG production equipment, to reduce its value to the fair value less cost to sell. When performing the impairment test in the previous year, a pre-tax discount rate of 17.33% was used to calculate the value in use at November 30, 2017 equivalent to a post-tax discount rate of 11.87%.

 

40 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

Management also reviewed the carrying amount of its investment in ProThera, as this represents an investment in follow-on proteins the Company had acquired, since the resources for further advancement of these assets are currently limited due to the focus on RyplazimTM. The uncertainty of future cash flows for therapeutics that have not yet commenced phase 1 trials was an important consideration is making these estimates. As a result, the Company recorded an impairment on its investment in an associate of $1,182 and the fair value of the investment in convertible debt was also reduced to $Nil. The value in use and the fair value less cost to sell of the investment in an associate were estimated to approximate $Nil, as was the fair value of the convertible debt.

 

25.

Income taxes

The income tax recovery reported in the consolidated statement of operations for the years ended December 31, 2018 and 2017 are as follows:

 

     2018      2017  

Current income taxes

   $ (6,204    $ (3,165

Deferred income taxes

     (13,815      (11,587
  

 

 

    

 

 

 
   $ (20,019    $ (14,752
  

 

 

    

 

 

 

The following table provides a reconciliation of the income tax recovery calculated at the combined statutory income tax rate to the income tax recovery recognized in the consolidated statements of operations:

 

     2018     2017  

Net loss before income taxes

   $ (257,915   $ (134,788

Combined Canadian statutory income tax rate

     26.7     26.8
  

 

 

   

 

 

 

Income tax at combined income tax rate

     (68,863     (36,123

Increase (decrease) in income taxes resulting from:

    

Unrecorded potential tax benefit arising from current-period losses and other deductible temporary differences

     29,693       35,568  

Effect of tax rate differences in foreign subsidiaries

     4,481       (2,513

Non-deductible or taxable items

     6,074       (1,132

Change in tax rate

     242       (6,175

Write off of previously recognized tax losses

     22,415       —    

Non taxable gain on debt renegociation

     (8,784     —    

Recognition of previous years unrecognized deferred tax assets

     —         (1,221

Research and development tax credit

     (5,072     (4,193

Foreign witholding tax

     —         1,039  

Other

     (205     (2
  

 

 

   

 

 

 
   $ (20,019   $ (14,752
  

 

 

   

 

 

 

 

41 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

The following table presents the nature of the deferred tax assets and liabilities that make up the deferred tax assets and deferred tax liabilities balance at December 31, 2018 and 2017.

 

     Intangible assets     R&D expenses     Losses     Other     Total  

As at January 1, 2017

   $ 40,690     $ (97   $ (15,426   $ 28     $ 25,195  

Charged (credited) to profit or loss

     (13,209     (841     2,582       (7     (11,475

Charged (credited) to profit and loss (foreign exchange)

     —         —         684       —         684  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As at December 31, 2017

          

Deferred tax liabilities

   $ 27,481     $ (938   $ (12,160   $ 21     $ 14,404  

Charged (credited) to profit and loss

     (27,481     320       13,356       (9     (13,814

Charged (credited) to profit and loss (foreign exchange)

     —         —         (1,196     —         (1,196
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As at December 31, 2018

   $ —       $ (618   $ —       $ 12     $ (606
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprised of the following:

          

Deferred tax assets

     —         (618     —         12       (606

Deferred tax liabilities

   $ —       $ —       $ —       $ —       $ —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Available temporary differences not recognized at December 31, 2018 and 2017 are as follows:

 

     2018      2017  

Tax losses (non-capital)

   $ 461,123      $ 280,002  

Tax losses (capital)

     36,951        33,962  

Unused research and development expenses

     86,255        72,636  

Undeducted financing expenses

     19,007        17,894  

Interest expenses carried forward

     7,433        8,176  

Trade and other payable

     1,579        1,141  

Capital assets

     1,753        580  

Intangible assets

     88,980        95,980  

Start-up expense

     4,290        3,952  

Unrealized loss on exchange rate

     —          413  

Other

     1,252        241  
  

 

 

    

 

 

 
   $ 708,623      $ 514,977  
  

 

 

    

 

 

 

At December 31, 2018, the Company has non-capital losses of $492,945 of which $461,123 are available to reduce future taxable income for which the benefits have not been recognized. These losses expire at various dates from 2022 to 2038 (except for the non-capital losses in the United Kingdom which do not expire). The Company has capital losses of $36,951 that are available to reduce future taxable income for which the benefits have not been recognized. These tax attributes can be carried forward indefinitely. At December 31, 2018, the Company also has unused research and development expenses of $88,586 of which $86,255 are available to reduce future taxable income for which the benefits have not been recognized. These expenses can be carried forward indefinitely.

At December 31, 2018, the Company also had unused federal tax credits available to reduce future income tax in the amount of $21,078 expiring between 2022 and 2038. Those credits have not been recorded and no deferred income tax assets have been recognized in respect to those tax credits. An amount of $877 of credits was utilized in the current taxation year to shelter an income tax expense of the current taxation year.

 

42 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

The unused non-capital losses expire as indicated in the table below:

 

     Canada      Foreign  

At December 31, 2018

   Federal      Provincial      Countries  

Losses carried forward expiring in:

        

2022

   $ —        $ —        $ 1,977  

2023

     —          —          3,212  

2024

     —          —          4,319  

2025

     —          —          3,375  

2026

     —          —          8,353  

2027

     —          —          12,041  

2028

     3,510        3,495        8,577  

2029

     —          —          7,445  

2030

     76        76        11,903  

2031

     977        977        3,440  

2032

     855        855        1,933  

2033

     4,215        3,975        2,319  

2034

     8,761        8,261        13,770  

2035

     9,401        10,826        28,215  

2036

     30,186        22,668        44,588  

2037

     43,643        44,014        54,090  

2038

     47,891        47,890        43,478  
  

 

 

    

 

 

    

 

 

 
   $ 149,515      $ 143,037      $ 253,035  
  

 

 

    

 

 

    

 

 

 

As at December 31, 2018, the Company and its subsidiaries have tax losses which arose in the United Kingdom of $90,396 that are available to reduce future taxable income for which the benefits have not been recognized. These tax attributes can be carried forward indefinitely.    

Details of the subsequent event pertaining to income taxes has been provided in note 32.

 

26.

Segmented information

The Company’s three operating segments are Small molecule therapeutics, Plasma derived therapeutics and Bioseparations.

Small molecule therapeutics: The segment is a small molecule drug discovery and development business. It has lead compounds, namely PBI-4050 which targets unmet medical needs such as the treatment of Alström syndrome as well as other fibrotic indications. The operating segment is also working on multiple follow-on drugs such as PBI-4547 and PBI-4425 at the pre-clinical stage.

Plasma-derived therapeutics: The segment develops manufacturing processes, based on Prometic’s own affinity technology, to provide efficient extraction and purification of therapeutic proteins from human plasma, the Plasma Protein Purification System (PPPSTM), a multi-product sequential purification process. This technology is key for extracting proteins, which Prometic plans to commercialize with an emphasis on therapeutic products targeting orphan and rare diseases.

Bioseparations: The segment develops and manufactures Prometic’s core bioseparation technologies and products. Its proprietary affinity absorbents and Mimetic LigandTM purification platform are used by pharmaceutical and medical companies worldwide and for its own extraction and purification manufacturing processes.

The reconciliation to the statement of operations column includes the elimination of intercompany transactions between the segments and the remaining activities not included in the above segments. These expenses generally pertain to public entity reporting obligations, investor relations, financing and other corporate office activities.

 

43 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

The accounting policies of the segments are the same as the accounting policies of the Company. The operating segments results include intercompany transactions between the segments which are done in a manner similar to transactions with third parties.

 

a)

Revenues and expenses by operating segments

 

For the year ended December 31, 2018

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 24,492     $ 22,741      $ 141     $ 47,374  

Intersegment revenues

     —         29       319        (348     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     —         24,521       23,060        (207     47,374  

Cost of sales and other production expenses

     —         25,297       12,929        (224     38,002  

Manufacturing and purchase cost of therapeutics used for R&D activities

     1,692       37,061       —          (132     38,621  

R&D - Other expenses

     14,234       31,727       7,084        —         53,045  

Administration, selling and marketing expenses

     3,468       10,445       2,947        14,672       31,532  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (19,394   $ (80,009   $ 100      $ (14,523   $ (113,826

Loss (gain) on foreign exchange

              4,681  

Finance costs

              22,060  

Loss (gain) on extinguishments of liabilities

              (33,626

Change in fair value of financial instruments measured at FVPL

              1,000  

Impairment losses

              149,952  

Share of losses of an associate

              22  
           

 

 

 

Net loss before income taxes

            $ (257,915
           

 

 

 

Other information

           

Depreciation and amortization

   $ 480     $ 3,644     $ 919      $ 415     $ 5,458  

Share-based payment expense

     1,270       1,524       322        3,606       6,722  

For the year ended December 31, 2017

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ 19,724     $ 2,490     $ 16,802      $ 99     $ 39,115  

Intersegment revenues

     —         39       1,566        (1,605     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     19,724       2,529       18,368        (1,506     39,115  

Cost of sales and other production expenses

     —         4,014       7,877        (1,742     10,149  

Manufacturing and purchase cost of therapeutics used for R&D activities

     1,755       32,764       —          184       34,703  

R&D - Other expenses

     17,426       40,960       7,301        2       65,689  

Administration, selling and marketing expenses

     3,633       13,539       2,719        11,550       31,441  

Bad debt expense

     20,491       —         —          —         20,491  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (23,581   $ (88,748   $ 471      $ (11,500   $ (123,358

Loss (gain) on foreign exchange

              (726

Finance costs

              7,965  

Loss (gain) on extinguishments of liabilities

              4,191  
           

 

 

 

Net loss before income taxes

            $ (134,788
           

 

 

 

Other information

           

Depreciation and amortization

   $ 428     $ 2,880     $ 907      $ 361     $ 4,576  

Share-based payment expense

     1,509       2,269       394        4,490       8,662  

 

44 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

During the quarter ended September 30, 2018, the Company corrected the allocation of R&D expenses between the Manufacturing and purchase cost of therapeutics and Other expenses within the Small molecule segment. Previously, no amounts had been presented in the Manufacturing and purchase cost of therapeutics. The total segment loss presented during the first and second quarters of 2018 remains unchanged and the above tables for the year ended December 31, 2018 reflect the correction. The restated R&D figures for the first two quarters of 2018 are as follows:

 

     Quarter ended      Quarter ended      Six months ended  
     March 31, 2018      June 30, 2018      June 30, 2018  

Manufacturing and purchase cost of therapeutics used for R&D activities

   $ 684      $ 1,067      $ 1,751  

Other research and development expenses

     4,266        3,215        7,481  
  

 

 

    

 

 

    

 

 

 

Total research and development expenses

   $ 4,950      $ 4,282      $ 9,232  
  

 

 

    

 

 

    

 

 

 

Information by geographic area

 

b)

Capital and intangible assets by geographic area

 

     2018      2017  

Canada

   $ 27,647      $ 33,979  

United States

     19,287        155,034  

United Kingdom

     13,982        12,888  
  

 

 

    

 

 

 
   $ 60,916      $ 201,901  
  

 

 

    

 

 

 

 

c)

Revenues by location

 

     2018      2017  

United States

   $ 25,557      $ 1,075  

Switzerland

     7,033        7,411  

Austria

     4,534        1,439  

South Korea

     2,657        2,825  

Sweden

     2,408        —    

Netherlands

     1,688        2,722  

China

     620        19,724  

Other countries

     2,877        3,919  
  

 

 

    

 

 

 
   $ 47,374      $ 39,115  
  

 

 

    

 

 

 

Revenues are attributed to countries based on the location of customers. The Company derives significant revenues from certain customers. During the year ended December 31, 2018, there were two customers in the Plasma-derived therapeutics segment who accounted for 49% (30% and 19% respectively) of total revenues and two customers in the Bioseparations segment who accounted for 30% (15% and 15% respectively) of total revenues. For the year ended December 31, 2017, there was one customer in the Small molecule therapeutics segment that accounted for 50% of total revenues and two customers in the Bioseparations segment that accounted for 27% (20% and 7% respectively) of total revenues.

 

27.

Related party transactions

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Company and other related parties are disclosed below and in other notes accordingly to the nature of the transactions. These transactions have been recorded at the exchange amount, meaning the amount agreed to between the parties.

The former CEO has a share purchase loan outstanding in the amount of $400 at December 31, 2018 and 2017. The loan bears interest at prime plus 1% and has a maturity date of the earlier of (i) March 31, 2019 or (ii) 30 days preceding a targeted NASDAQ or NYSE listing date of Prometic’s shares. During the year ended December 31, 2018, the Company earned interest revenues in the amount of $19 and at December 31, 2018, the unpaid interest was $31.

Following the debt modification on November 14, 2018, the Company assessed whether the holder of the debt had gained significant influence for accounting purposes, despite holding less than 20% of voting rights. The Company deemed that qualitative factors were significant enough to conclude that the holder of the debt had gained significant influence over the Company and had become a related party. All material transactions with the holder of the long-term debt are disclosed in notes 13, 14 and 16.

 

45 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

28.

Compensation of key management personnel

The Company’s key management personnel comprises the external directors, officers and executives which included 25 individuals in 2018 and 24 individuals in 2017. The remuneration of the key management personnel during the years ended December 31, 2018 and 2017 was as follows:

 

     2018      2017  

Current employee benefits1)

   $ 5,953      $ 7,750  

Pension costs

     268        293  

Share-based payments

     3,685        6,515  

Termination benefits

     3,651        —    
  

 

 

    

 

 

 
   $ 13,557      $ 14,558  
  

 

 

    

 

 

 

 

1) 

Current employee benefits include director fees paid in cash, salaries, bonuses and the cost of other employee benefits.

 

29.

Commitments

CMO Lease

The Company signed a long-term manufacturing contract with a third party which provides the Company with additional manufacturing capacity (“the CMO contract”). The payments under the CMO contract cover the use of the production facility, a specified number of direct and indirect labour hours and the related overhead expense during a minimum of 20 weeks per year, until 2030. The term of the agreement will be automatically extended after the initial term for successive terms of five years, unless a notification of termination is produced by one of the parties. The annual minimum payments under the agreement are subject to escalation annually calculated as the greatest of 3% or the Industrial Product Price / Pharmaceutical and Medicine Manufacturing index under the North American Industry Classification System. The annual payments are also subject to an adjustment calculated as 50% of the exchange rate between the U.S. dollar and the Canadian dollar at December 31st of each year.

The following table represent the future minimum operating lease payment as of December 31, 2018:

 

                   Later than         
     Within 1 year      2 - 5 years      5 years      Total  

Future minimum operating lease payment

   $ 3,572      $ 15,393      $ 28,271      $ 47,236  

The above payments include non-lease elements pertaining to the arrangement as it was impracticable to separate the operating expenses from the lease payment. The operating lease expense recognised in the consolidated statements of operations for the CMO contract was $3,980 for the year ended December 31, 2018 ($4,707 for the year ended December 31, 2017), which includes contingent rent of $558 for the year ended December 31, 2018 ($727 for the year ended December 31, 2017).

Other Leases

The Company has total commitments in the amount of $27,741 under various operating leases for the rental of offices, production plant, laboratory space and office equipment. The payments for the coming years and thereafter are as follows:

 

46 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

2019

   $ 4,043  

2020

     4,162  

2021

     3,710  

2022

     3,626  

2023 and thereafter

     12,200  
  

 

 

 
   $ 27,741  
  

 

 

 

The operating lease expense recognised in the consolidated statements of operations was $6,476 for the year ended December 31, 2018 ($5,431 for the year ended December 31, 2017).

Royalties

The long-term debt holder who has significant influence over the Company, has a right to receive a 2% royalty on future revenues relating to patents existing as of the date of the agreement of PBI-1402 and analogues, including PBI-4050. The obligation under this royalty agreement is secured by all the assets of the Company until the expiry of the last patent anticipated in 2033.

In the normal course of business, the Company enters into license agreements for the market launching or commercialization of products. Under these licenses, including the ones mentioned above, the Company has committed to pay royalties ranging generally between 0.5% and 15.0% of net sales from products it commercializes and 3% of license revenues in regards to certain small molecule therapeutics.

Other commitments

In connection with the CMO contract, the Company has committed to a minimum spending between $7,000 and $9,000 each year from 2019 to 2030 (the end of the initial term). As of December 31, 2018, the remaining payment commitment under the CMO contract was $97,700 or $50,464 after deduction of the minimum lease payments under the CMO contract disclosed above.

The Company has entered into multiple plasma purchase agreements whereby it has committed to purchase varying volumes of plasma until December 31, 2022. As at December 31, 2018, total commitment are as follows:

 

2019

   $ 8,853  

2020

     20,281  

2021

     30,422  

2022

     5,152  

2023 and thereafter

     —    
  

 

 

 
   $ 64,708  
  

 

 

 

In February 2019, the Company renegotiated the purchase commitment with one of its suppliers reducing the commitment for 2019, 2020 and 2021 by $5,043, $10,086 and $15,129, respectively.

 

30.

Financial instruments and financial risk management

 

a)

Fair value

The fair values of financial assets and financial liabilities for which fair value disclosure is required, together with the carrying amounts included in the statement of financial position, are as follows:

 

47 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

     2018      2017  
     Carrying
amount
     Fair value      Carrying
amount
     Fair value  

Financial liabilities

           

Royalty payment obligation

   $ 3,077      $ 2,685      $ 2,963      $ 3,133  

License acquisition payment obligations

     2,726        2,492        —          —    

Long-term debt

     125,804        112,914        87,020        99,662  

The fair value of the long-term debt at December 31, 2018 was calculated using a discounted cash flow model via the market interest rate specific to the term of the debt instruments ranging from 14.43% to 21.94% (7.6% to 16.4% at December 31, 2017). The fair value differs from the carrying value of the long-term debt of $125,804 which is carried at amortized cost.

The fair value of the advance on revenues from a supply agreement approximates the carrying amount since the loan bears interest at a fixed rate of interest approximating market rates for this type of advance.

Fair value hierarchy

Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – valuation based on quoted prices observed in active markets for identical assets or liabilities.

Level 2 – valuation techniques based on inputs that are quoted prices of similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; inputs other than quoted prices used in a valuation model that are observable for that instrument; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 – valuation techniques with significant unobservable market inputs.

A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

Cash and restricted cash are considered to be level 1 fair value measurements.

The long-term receivables, settlement fee payable, royalty payment obligation, license acquisition payment obligations, and long-term debt are level 2 measurements.

The investment in convertible debt and the warrant liability are considered to be a level 3 measurements. Further discussion regarding assumptions used in determining their fair values are discussed in note 24 and 14, respectively.

 

b)

Financial risk management

The Company has exposure to credit risk, liquidity risk and market risk. The Company’s Board of Directors has the overall responsibility for the oversight of these risks and reviews the Company’s policies on an ongoing basis to ensure that these risks are appropriately managed.

Credit risk:

Credit risk is the risk of financial loss to the Company if a customer, partner or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s cash, investments, receivables and share purchase loan to a former officer. The carrying amount of the financial assets represents the maximum credit exposure.

The Company mitigates credit risk through its reviews of new customer’s credit history before extending credit and conducts regular reviews of its existing customers’ credit performance. The Company evaluates at each reporting period, the lifetime expected credit losses of its accounts receivable balances based on the age of the receivable, credit history of the customers and past collection experience.

 

48 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

As at December 31, 2018 and 2017, the allocation of the trade receivables based on aging is indicated in the following table:

 

     2018      2017  

Current and not impaired

   $ 5,911      $ 919  

Past due in the following periods:

     

31 to 60 days

     1,136        876  

61 to 90 days

     —          —    

91 to 180 days

     4        1  

Over 180 days

     —          782  

Allowance for doubtful accounts

     —          (782
  

 

 

    

 

 

 
   $ 7,051      $ 1,796  
  

 

 

    

 

 

 

The Company’s trade receivables totaled $7,051 as at December 31, 2018 ($1,796 as at December 31, 2017). The amount of trade receivables that the Company has determined to be past due and unprovisioned for (which is defined as a balance that is more than 30 days past due) is $1,140 as at December 31, 2018 ($877 as at December 31, 2017). The Company’s lifetime expected credit loss was $Nil as at December 31, 2018.

Trade receivables included amounts from two customers which represent approximately 81% (45% and 35% respectively) of the Company’s total trade accounts receivable as at December 31, 2018, and two customers which represent approximately 82% (70% and 13% respectively) of the Company’s total trade accounts receivable as at December 31, 2017.

In August 2017, the Company entered into a licensing agreement with a third-party in China and as a result, milestone and licensing revenues of $19,724 were recorded during the third quarter. The third party having not remitted funds associated with the license fee and initial milestone payment within the specified payment terms was consequently in breach of the agreement. As a result, the Company was in a position to exercise its contractual rights and opted to terminate the agreement in March 2018 thereby returning all the rights previously conferred under the license agreement back to Prometic. The Company has written-off the accounts receivable of $18,518 to bad debt expense and has reversed the withholding taxes of $1,972 expected to be paid on this transaction as at December 31, 2017. The difference between the amount of revenue recognized and the bad debt amount is the withholding taxes that were recorded in deduction of the accounts receivable and the effect of the change in the CAD/GBP exchange rate on the accounts receivable.

Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages its liquidity risk by continuously monitoring forecasts and actual cash flows. The Company’s current liquidity situation is discussed in note 1.

The following table presents the contractual maturities of the financial liabilities as of December 31, 2018:

 

            Contractual Cash flows  
     Carrying      Payable             Later than         

At December 31, 2018

   amount      within 1 year      2 - 3 years      4 years      Total  

Accounts payable and accrued liabilities 1)

   $ 26,011      $ 26,011      $ —        $ —        $ 26,011  

Long-term portion of royalty payment obligations

     3,009        —          3,469        354        3,823  

Long-term license acquisition payment obligation

     1,363        —          1,363        —          1,363  

Long-term portion of other employee benefit liabilities

     993        —          993        —          993  

Long-term debt 2)

     125,804        12,588        18,776        268,261        299,625  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 157,180      $ 38,599      $ 24,601      $ 268,615      $ 331,815  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1)

Excluding $5,844 for current portion of operating and finance lease inducement and obligations (note 15).

2)

Under the terms of the OID loans and the non-revolving line of credit (note 13), the holder of Warrants #2, 8 and 9 may decide to cancel a portion of the face values of these loans as payment upon the exercise of these warrants. The maximum repayment due on these loans has been included in the above table.

 

49 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

Market risk:

Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Company’s income or the value of its financial instruments.

 

i)

Interest risk

The majority of the Company’s debt is at a fixed rate or a fixed amount including interest. Therefore there is limited exposure to changes in interest payments as a result of interest rate risk.

 

ii)

Foreign exchange risk:

The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company operates in the United States, Isle of Man and the United Kingdom and a portion of its expenses incurred are in U.S. dollars and in Great British Pounds (“GBP”). The majority of the Company’s revenues are in U.S. dollars and in GBP which serve to mitigate a portion of the foreign exchange risk relating to the expenditures. Financial instruments potentially exposing the Company to foreign exchange risk consist principally of cash, short-term investments, receivables, trade and other payables, licence payment obligation, advance on revenues from a supply agreement and the amounts drawn on the Credit Facility. The Company manages foreign exchange risk by holding foreign currencies to support forecasted cash outflows in foreign currencies.

As at December 31, 2018 and 2017, the Company’s net exposure to currency risk through assets and liabilities denominated respectively in U.S. dollars and GBP was as follows:

 

     2018      2017  
     Amount due      Equivalent in      Amount due      Equivalent in  

Exposure in US dollars

   in U.S. dollar      full CDN dollar      in U.S. dollar      full CDN dollar  

Cash

     2,600,253        3,544,145        4,813,581        6,041,526  

Accounts receivable

     2,718,508        3,705,326        536,496        673,357  

Other long-term assets

     51,127        69,686        69,438        87,152  

Accounts payable and accrued liabilities

     (9,006,635      (12,276,044      (11,609,837      (14,571,506

Other long-term liabilities

     (3,126,476      (4,261,387      (1,051,790      (1,320,102

Finance lease obligations

     (600,674      (818,719      (774,978      (972,675

Long-term debt

     (81,601,614      (111,223,000      (20,209,000      (25,364,316
  

 

 

    

 

 

    

 

 

    

 

 

 

Net exposure

     (88,965,511      (121,259,993      (28,226,089      (35,426,564
  

 

 

    

 

 

    

 

 

    

 

 

 
     2018      2017  
     Amount      Equivalent in      Amount      Equivalent in  

Exposure in GBP

   due in GBP      full CDN dollar      due in GBP      full CDN dollar  

Cash

     729,732        1,266,596        991,372        1,678,591  

Accounts receivable

     6,837,168        11,867,272        3,236,910        5,480,736  

Accounts payable and accrued liabilities

     (1,535,107      (2,664,485      (1,772,712      (3,001,556

Advance on revenues from a supply agreement

     —          —          (1,123,000      (1,901,464
  

 

 

    

 

 

    

 

 

    

 

 

 

Net exposure

     6,031,793        10,469,383        1,332,570        2,256,307  
  

 

 

    

 

 

    

 

 

    

 

 

 

Based on the above net exposures as at December 31, 2018, and assuming that all other variables remain constant, a 10 % depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in a decrease or an increase of the consolidated net loss of approximately $12,126 while a 10 % depreciation or appreciation of the Canadian dollar against the GBP would result in a decrease or an increase of the other comprehensive loss of approximately $1,047. The Company has not hedged its exposure to currency fluctuations.

 

31.

Comparative information

Certain of the December 31, 2017 figures have been reclassified to conform to the current year’s presentation.

 

50 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

32.

Subsequent events

In January 2019, the Company issued 12,568,600 RSU at a grant price of $0.30 which will vest over a one year period.

From January 1, 2019 to February 15, 2019 12,870,600 shares were issued for net cash proceeds of $4,088 under the ATM equity distribution agreement,

On February 22, 2019, the Company amended the Credit Facility with the addition of two tranches of US$10 million and US$5 million which the Company drew on February 22 and March 22, 2019, respectively. Those two tranches bear interest at an annual rate of 8.5% payable quarterly. Concurrently with the amendment, the Company agreed to reduce the exercise price of Warrants #9 from $1.00 to $0.15636 per preferred share and to immediately issue those warrants. The incremental fair value of the warrant liability of $1,137 was recognized as deferred financing fees related to the additional two tranches received. The Company recorded the credit facility draws on February 22, 2019 and March 22, 2019 at its fair value at the transaction date less the associated transaction costs and deferred financing fees of $45 and $1,137 respectively, for a net amount of $18,677.

As at March 31, 2019, the Company was not in breach of its covenants under its credit facilities, as a result of a waiver obtained on March 20, 2019, wherein the holder of the long-term debt confirmed that the breached covenants will not be deemed to constitute an event of default. The holder of the long-term debt also agreed to defer the payment of interest that was originally due under the terms of the existing Credit Facility on March 31, 2019, to a later date in April 2019.

As part of the settlement agreement concluded in April 2019 with the former CEO of the Company, common shares held in escrow as security for a share purchase loan of $400 to the former CEO were released and the loan extinguished in exchange for the receipt of a payment of $137, representing the fair value of the shares at the time of the settlement.

On April 23, 2019, the Company entered into a debt restructuring agreement with the long-term debt holder whereby the entirety of the principal on the Credit Facility plus a portion of the interest due, the entirety of the First and Second OID loans and the majority of the Third OID loan would be repaid by Prometic by the issuance of common shares, at a conversion price, rounded to the nearest five decimals, of $0.01521 per common share. Consequently, the US$95 million of principal plus interest due on the Credit Facility was reduced to $663 and the aggregate face value of the three OID loans was reduced by $99,552 to $10,000 with the remaining balance of the Third OID loan modified into an interest-bearing loan at a stated interest 10% payable quarterly. This resulted in the reduction of the long-term debt recorded on the consolidated statement of financial position by $141,536. The Company issued 15,050,312,371 common shares on that date which were recorded in share capital at a value of $228,915. The shares issued in relation with the debt restructuring contained trading restrictions and accordingly, the Company determined that their quoted price did not fairly represent the value of the shares issued. As such, the issued shares were recorded at fair value using a market approach under a level 2 fair value measurement of $0.01521 per share, resulting in a value of the shares issued of $228,915. The fair value was based on a share issuance for cash on the same date with a non-related party. The difference between the carrying amount of the debt converted into common shares and the increase in the value of the share capital is recognized as a loss on extinguishment of a loan of $87,379. The balance of interest due on the credit facility of $663 was paid in cash.

Pursuant to the debt restructuring, the Company cancelled the warrants previously held by SALP and replaced them with new warrants having an exercise price rounded to the nearest five decimals of $0.01521 per common share, expiring on April 23, 2027. The incremental fair value of the replacement warrants was recognized in warrants equity and as part of the loss on the debt extinguishment together with the legal fees incurred to finalize all the related legal agreements.

The modification in terms of the remaining balance of the Third OID loan of $10,000 was accounted for as an extinguishment of the long-term debt and the re-issuance of a new interest-bearing loan. The difference between the carrying amount of the loan extinguished of $4,667 and the fair value of the new Loan with the parent of $8,521 recognized was recorded as a loss on debt extinguishment of $3,854. The fair value of the modified loan was determined using a discounted cash flow model with a market interest rate of 15.1%.

 

51 of 52


LIMINAL BIOSCIENCES INC. (formerly Prometic Life Sciences Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended on December 31, 2018 and 2017

(In thousands of Canadian dollars)

 

Concurrently with the debt restructuring, the Company closed two private placements for 4,931,162,535 common shares at a subscription price rounded to the nearest five decimals of $0.01521 for gross proceeds of $75,000, less transaction costs of $4,802 recorded in deficit, for total net proceeds of $70,197.

As a result of the share exchange transaction, more than 50% of the issued shares of Prometic will be owned by a single shareholder. Tax rules in the jurisdictions in which Prometic operates generally have restrictions in the utilization of tax attributes due to change of control events. The Corporation is currently reviewing the impact of the transaction on its various available tax attributes in the main jurisdictions in which it carries on business (Canada, the U.S, and the U.K.).

On May 7, 2019 the 12,910,959 performance based RSU pertaining to the “2017-2019” cycle and the “2018-2020” cycle were modified by removing the performance conditions and converting them into time-vesting RSU. The quantity modified into time-vesting unit was equivalent to the 100% achievement range whereby in the past, the outcome of the performance conditions could go from zero to 150%. In the past, the Company has always reported the quantity of RSU outstanding as the maximum number of shares that could be issued under the plan. This change resulted in the cancellation of 4,303,653 units.

In May 2019, the Company announced a Rights Offering to the holders of its common shares at the close of business on May 21, 2019 to subscribe for up to 20 common shares for a subscription price rounded to the nearest five decimals of $0.01521 per common share. The Right Offering was subject to a proration to ensure that no more than $75,000 was raised. In June 2019, the Company issued 2,592,627,793 common shares for gross proceeds of $39,434 as part of the Right Offerings less transactions costs of $271 recorded in deficit, for total net proceeds of $39,163.

On June 4, 2019, 1,794,228,820 stock options were granted to key management at a strike price of $0.036 of which 248,826,820 stock options vested immediately and the remaining vest over a period up to six years. On June 19, 2019, 251,714,000 stock options were issued at a strike price of $0.027 of which 60,717,000 stock options vested immediately and the remaining vest over a period up to four years. The weighted average grant date fair value of the stock options issued was $0.02.

On June 19, 2019, the Company cancelled the options that were issued prior to June 2019, as the exercise price of these options were so above the market price at the time, that it was highly unlikely that they would ever be exercised. In compensation for their agreement to the cancellation, key management and employees, received the new options granted to them in June 2019 discussed above. Consequently, 9,215,878 stock options with a weighted average exercise price of $1.73 were cancelled

On July 5, 2019, the Company performed a thousand-to-one share consolidation of the Company’s issued equity instruments including common shares, warrants, options and RSUs. Any quantity relating to these instruments for 2018 and up to July 5, 2019 or any per unit price such as exercise prices disclosed throughout the consolidated financial statements have not been retrospectively adjusted for the share consolidation except for the weighted average number of shares outstanding used in the calculation of basic and diluted EPS which have been retroactively adjusted to give effect to the share consolidation as required by IAS 33.

On October 7, 2019, Prometic Life Sciences Inc. changed its name to Liminal BioSciences Inc. and the Company’s stock symbol became LMNL.

On November 4, 2019, the Company announced the signing of a binding share purchase agreement whereby it would sell its bioseparation operations to a third party for proceeds of up to GBP 32.0 million upon closing of the transaction with subsequent contingent consideration payments depending on revenue milestones. This transaction is expected to close during the fourth quarter of 2019. The bioseparations segment includes three subsidiaries and upon conclusion of this transaction, the Company would sell the two most important subsidiaries. The Company expects to record a gain on the sale of those two subsidiaries. The sale of these subsidiaries represents all of the revenues from the Bioseparations segment as presented in note 26. Following the closing of the share purchase agreement, the Company no longer expects to generate any revenues from this segment. The Company is currently assessing the other impacts of this transaction on its financial statements.

 

52 of 52

Exhibit 99.113

 

LOGO

Management Discussion & Analysis

Liminal BioSciences Inc. (formerly Prometic Life Sciences Inc.)

For the quarter and the year ended

December 31, 2018

 

1 of 44


MANAGEMENT’S DISCUSSION & ANALYSIS

Following the April 23, 2019 debt restructuring and the resulting change in control of the Liminal BioSciences Inc. (formerly Prometic Life Sciences Inc.’s) (“Liminal”, “Prometic” or the “Company”), the previous auditor (EY) is not able to provide a Public Company Accounting Oversight Board (“PCAOB”) opinion due to non-independence with the new parent of the Company. Such an opinion being mandatory in order to complete a filing and obtain a listing on the NASDAQ Stock Exchange (“NASDAQ”), the Company hired its new auditor (PricewaterhouseCoopers) to re-audit the annual consolidated financial statement in order to provide a PCAOB audit opinion. The audited annual consolidated statements for the year ended December 31, 2018 and the MD&A for the quarter and the year ended December 31, 2018 were re-issued with the following changes versus the version filed on April 1, 2019:

 

   

Subsequent events from April 1, 2019 to November 7, 2019 were included, incorporating a retrospective adjustment for the weighted average number of shares and the earnings per share computation following the share consolidation of the Company on July 5, 2019;

 

   

IFRS 16 leases disclosure for standards not yet adopted was amended to include the impact of the transition which was completed in the unaudited consolidated financial statement for the quarter ended March 31, 2019;

 

   

Liquidity and contractual obligations were updated to better reflect the current situation of the Company; and

 

   

Outstanding share data was updated to reflect the current balance as of the approval date of the re-issued annual consolidated financial statements.

This Management’s Discussion and Analysis (“MD&A”) is intended to help the reader to better understand Prometic’s operations, financial performance and results of operations, as well as the present and future business environment. This MD&A has been prepared as of November 7, 2019 and should be read in conjunction with Prometic’s re-issued audited annual consolidated financial statements for the year ended December 31, 2018. Additional information for the transactions discussed in the subsequent events section can also be found in the unaudited consolidated financial statement for the quarter ended March 31, 2019 and in the unaudited consolidated financial statement for the quarter and the six months ended June 30, 2019. Additional information related to the Company, including the Company’s Annual Information Form, is available on SEDAR at www.sedar.com. All amounts in tables are in thousands of Canadian dollars, except where otherwise noted.

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis of the results of operations and the financial condition may contain forward-looking statements about Prometic’s objectives, strategies, financial condition, future performance, results of operations and businesses as of the date of this MD&A.

These statements are “forward-looking” because they represent Prometic’s expectations, intentions, plans and beliefs about the markets the Company operates in and on various estimates and assumptions based on information available to its management at the time these statements are made. Without limiting the generality of the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “intend”, “could”, “would”, “estimate”, “continue”, “plan” or “pursue”, or the negative of these terms, other variations thereof or comparable terminology, are intended to identify forward-looking statements although not all forward-looking information contains these terms and phrases. Forward-looking information is provided for the purposes of assisting the reader in understanding the Company and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments and therefore the reader is cautioned that such information may not be appropriate for other purposes.

 

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Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, regulatory approvals, the availability of funds and resources to pursue Research and Development (“R&D”) projects, the successful and timely completion of clinical studies, our ability to take advantage of business opportunities in the pharmaceutical industry, the successful and timely completion of strategic refinancing or restructuring transactions; reliance on key personnel, collaborative partners and third parties, our patents and proprietary technology, our ability to access capital, the use of certain hazardous materials, the availability and sources of raw materials, currency fluctuations, the value of our intangible assets, negative operating cash flows, legal proceedings, uncertainties related to the regulatory process, general changes in economic conditions and other risks related to Prometic’s industry. More detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations can be found in the Annual Information Form under the heading “Risks and Uncertainties Related to Prometic’s Business”.

Although Prometic has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Therefore, there can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place undue reliance on forward-looking statements.

As a result, Prometic cannot guarantee that any forward-looking statement will materialize. Prometic assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

Prometic (TSX symbol: LMNL) (OTCQX symbol: PFSCF) is a clinical-stage biotechnology company focused on the discovery and development of innovative medicines against novel biologic targets for diseases in patients with serious unmet needs. The Company’s primary research focus has been based on our understanding of several orphan G protein-coupled receptors (GPR’s) known as free fatty acid receptors (FFAR’s). FFAR’s are being evaluated as novel therapeutic targets for a variety of inflammatory, fibrotic and metabolic diseases in an emerging field known as immuno-metabolism. The Company is specifically focused on liver, respiratory and renal therapeutic areas, primarily in rare or orphan diseases.

Our lead small molecule, PBI-4050, is preparing to enter pivotal Phase 3 clinical studies for the treatment of Alström syndrome, an ultrarare genetic condition of systemic fibrosis. The Company has also explored PBI-4050 in a number of other inflammatory, fibrotic and metabolic conditions in non-clinical and clinical studies. Our second drug candidate, PBI-4547, commenced a Phase 1 clinical study to establish safety and tolerability in humans during the third quarter of 2019. This study has now been suspended while the pharmacokinetic (“PK”) data for the first three cohorts is obtained and reviewed. No safety issues or severe adverse effects (“SAE’s”) observed.

The Company also operates two other businesses. Our plasma-derived therapeutic business leverages Prometic’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Company’s primary goal with respect to this business is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen) (“Ryplazim”). Prometic is currently preparing to submit an amendment to its Biologic License Application (“BLA”) with the United States (“U.S.”) Food and Drug Administration (“FDA”) seeking approval to market Ryplazim to treat congenital plasminogen deficiency (”PLGD”).

Prometic also operates a bioseparations business in the United Kingdom (“U.K.”) and the Isle of Man (“IoM”) which provides access to its proprietary bioseparation technologies and products to enable pharmaceutical companies in their production of non-competing biopharmaceuticals. Recognized as a bioseparations expert, the Company derives revenue from this activity through sales of chromatography media and packed columns which contributes to offset the costs of its own R&D investments.

 

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Prometic has active business operations and employees working in Canada, the U.S., the IoM and the U.K.

BUSINESS UPDATE

Financing

The Company has faced increasingly challenging financial and business conditions, including an inability to raise sufficient equity, equity-linked or debt financing to fully fund execution of its business plans and delays in the commercialization of its lead drug candidate RyplazimTM, all while undertaking significant research and development expenditures in the pursuit of its drug discovery platforms. During this period, the Company explored numerous alternatives to increase shareholder value, ensure the funding of the Company’s drug discovery platforms, service and repay its outstanding credit facilities and decrease its debt to equity leverage levels, which levels have been a major hurdle for the Company to secure required financing.

The Company originally filed a Biologics License Application (“BLA”) with the U.S. Food and Drug Administration (“FDA”) for its plasminogen replacement therapy, RyplazimTM, which was accepted by the FDA in October 2017. In April 2018, the FDA, via a Complete Response Letter sent to the Company, identified the need for the Company to make a number of changes in the Chemistry, Manufacturing and Controls (“CMC”) section of its BLA before the FDA could consider granting approval of RyplazimTM. The FDA’s action caused a delay in bringing RyplazimTM to market. Following this setback, the Company worked diligently with its external consultants to develop an action plan to address the changes to the CMC section requested by the FDA, with a view to ensure that such changes would be judged satisfactory. This action plan was submitted to the FDA in August 2018. In September 2018, the Company had a Type C meeting with the FDA during which the FDA agreed with the Company’s proposed action plan for the implementation of additional analytical assays and in-process controls related to the RyplazimTM manufacturing process as confirmed in the FDA’s minutes which were received by the Company in 2018. Having received positive feedback from the FDA, the Company has finalized the process performance qualification (“PPQ”) protocol and commenced the manufacturing of additional RyplazimTM conformance lots. Despite the delays explained above, the Company remains committed and focused on obtaining the FDA’s approval and bringing RyplazimTM to market, along with its other leading drug candidates.

During the past two years, the Company has pursued a series of initiatives to extend its cash runway to better position the Company to achieve its objectives. These include the implementation of cost-control measures, such as a significant reduction in the Company’s cash use in 2019, attributable to significant growth in its bioseparation revenues and a reduction of research and development expenditures by approximately $30 million, as compared to 2018 levels. In November 2018, the Company also secured an extension of the maturity dates of all of the Company’s outstanding debt with Structured Alpha LP (“SALP”) to September 2024 (the “Term Extension”), a step intended to facilitate equity and equity-linked capital raising initiatives. In addition, on November 28, 2018, the Company entered into an At-the-Market (“ATM”) equity distribution agreement with Canaccord Genuity Corp acting as agent (the “Standby Equity Agreement”), enabling the Company, subject to the conditions set forth in the Standby Equity Agreement and other restrictions, to issue tranches of Common Shares from treasury, at prevailing prices and in appropriate market conditions with an aggregate gross sales amount of up to approximately $31 million for a sixteen-month period.

Over the course of 2018, the Company also pursued sources of non-dilutive funding initiatives, including potential commercial and partnering transactions to strengthen its financial position. During this period Prometic also pursued equity and equity-related financing initiatives with multiple financial institutions, including U.S. and Canadian investment banking firms, institutional investors, public sector pension plans and financial institutions. The Company has been unsuccessful in obtaining any capital from these initiatives. Despite such efforts, other than the limited use of the ATM the Company’s sole source of financing for nearly two years has been from its main secured creditor, SALP, through several debt financings.

 

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On December 19, 2018, the Company’s previous Chief Executive Officer, Pierre Laurin stepped down, and Professor Simon Best was named interim Chief Executive Officer with a specific mandate to restructure Prometic’s operations and stabilize its capital structure and liquidity, including the identification of options available to the Prometic in light of its financial difficulties and the evaluation of various financing alternatives for the Company.

In 2019, the combination of volatile capital markets, difficult operating conditions, delays in obtaining FDA approval for the RyplazimTM BLA, the size of SALP’s existing debt position and the strength of SALP’s associated security rights made it impossible for the Company to raise equity, equity-linked or additional debt financing. The solicitation of numerous financial institutions and discussions with certain of the Company’s existing stakeholders with respect to a broad range of potential transactions did not result in the proposal or closing of any viable financing proposal. During this period, the Company has continued to implement a number of restructuring measures identified in 2018 with the objective of improving future earnings, reducing ongoing operating costs and enhancing the Company’s ability to raise financing.

In February 2019, the Company engaged Lazard Frères & Co LLC (“Lazard”), a global financial advisory and asset management firm, to review and execute two key strategic transactions for Prometic, one of which was to secure a licensing partnership for one of the Prometic’s late-stage assets and the other consisting of the trade-sale of some of the Prometic’s non-core assets, including its bioseparation operations. The Company announced on November 4, 2019 the signing of a binding share purchase agreement whereby it would sell its bioseparation operations. Please refer to “Events subsequent to year-end” section of this MD&A for more details regarding this transaction.

After having exhausted all available alternatives, in February 2019 Prometic and SALP initiated discussions to restructure Prometic’s indebtedness to SALP in conjunction with a new equity financing which would reduce Prometic’s debt obligations.

On February 15, 2019, the Board formed a Special Committee (the “Special Committee”) composed of independent directors, free from interest in the Debt Conversion, the Warrant Repricing or the Private Placement and unrelated to the parties involved in these transactions, to oversee Prometic’s review of strategic alternatives in the best interest of the company, which includes the Refinancing Transactions and any other potential joint venture, strategic alliance, other merger and acquisition, or capital markets transaction.

The Board, management of Prometic and the Special Committee, with the assistance of their legal and financial advisors, considered a number of alternatives including non-core asset sales, cost reductions, revenue enhancements, refinancing or repayment of debt and the issuance of new debt or equity and other strategic alternatives, including a potential sale of Prometic. In addition, Prometic retained Stifel and Raymond James to act as co-financial advisors and co-financing agents to Prometic in connection with the Private Placement.

The Special Committee reviewed the terms of the Refinancing Transactions and determined that they were in the best interest of Prometic, including the decision to rely on the financial hardship exemption. This decision was made after considering and reviewing all of the circumstances currently surrounding Prometic and the Refinancing Transactions, including: (i) Prometic’s current financial situation and urgent capital requirements; (ii) the fact that the Refinancing Transactions was the only financing option available to Prometic at the present time; and (iii) all other relevant factors available to the Special Committee. The Special Committee unanimously determined that: Prometic was in serious financial difficulty; the Refinancing Transactions were designed to improve the financial condition of Prometic; and the terms of the Refinancing Transactions were reasonable in the circumstances of Prometic In making these determinations, no member of the Special Committee expressed any materially contrary view or abstained from voting in respect of the Refinancing Transactions.

 

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Given the fact that the Company had limited financial resources and had been presented with a limited opportunity to complete the Debt Conversion, the Warrant Repricing and the Private Placement, the Company believed that it did not have either adequate financial resources or time available to seek security holder approval prior to the completion of these transactions, and that the Refinancing Transactions would not have been available (or available on commercially acceptable terms) after the period of time necessary to convene and hold a meeting of security holders.

As part of this comprehensive process, the following have been designated as the highest near-term priorities for 2019:

 

   

The earliest possible submission of responses to address the FDA questions about the RyplazimTM BLA

 

   

The earliest possible submission of responses to address the FDA questions about Alström Syndrome to enable the filing and approval of an Investigational New Drug application (“IND”) to enable the commencement of pivotal phase 3 clinical studies of PBI-4050 in Alström Syndrome

 

   

The signing of out-licensing and partnering agreements for late stage assets and/or the monetization of non-core assets

 

   

Raising of additional capital; and

 

   

Completing the process to list Prometic shares on NASDAQ.

On July 2, 2019, in anticipation of potentially filing an application for trading the Company’s common shares on NASDAQ, Prometic announced the consolidation of the Company’s issued and outstanding common shares on the basis of one (1) post-consolidation Common Share for every one thousand (1,000) pre-consolidation Common Shares (the “Consolidation”). This consolidation was approved at the special meeting of the common shareholders of the Company held on June 19, 2019 and commenced trading on the TSX on a post-consolidation basis at the open of trading on July 5, 2019.

Please refer to “Liquidity and Contractual Obligations” section below for additional information.

Board and Senior management Changes

The Board of Directors of the Company named Prof. Simon Best as Interim Chief Executive Officer, effective December 19, 2018. Prof. Best has been the Chairman of the Prometic Board of Directors since May 2014 and has over 30 years of global life sciences expertise with a focus on business development, strategic planning and product commercialization.

Dr. Best succeeded Mr. Pierre Laurin who stepped down from his management and board responsibilities.

On March 31, 2019, Ms. Kory Sorenson resigned from Prometic’s Board of Directors.

On April 23, 2019, Prometic announced the appointment of Stefan Clulow, Managing Director and Chief Investment Officer of Thomvest Asset Management, as Chair of Prometic’s Board of Directors and Kenneth Galbraith as Chief Executive Officer. Concurrent with these leadership changes, Professor Simon Best was appointed Prometic’s Lead Independent Director, and Dr. Benny Soffer, of Consonance, designated as a Prometic board observer.

On May 8, 2019, Prometic announced the appointment of Dr. Gary Bridger, Mr. Timothy Wach and Mr. Neil Klompas to the Board of Directors. These new Board members as well as Professor Simon Best, Stefan Clulow, Kenneth Galbraith and Zachary Newton were included as nominees for election to the Board of Directors by shareholders at the Annual General and Special Meeting of the shareholders, which took place in Montreal, Québec, Canada on June 19, 2019.

 

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Effective September 1, 2019, Ms. Murielle Lortie, formally Vice President—Finance, was promoted to Chief Financial Officer of the Company and Ms. Marie Iskra, formally Associate General Counsel, was promoted to General Counsel for the Company. Mr. Patrick Sartore and Mr. Bruce Pritchard continue to focus on their roles as Chief Operating Officer, North America and Chief Operating Officer, International, respectively.

Business Segments

Prometic’s current operations are primarily focused on the development of small molecule therapeutics against a group of related GPR’s to treat inflammation, fibrosis and metabolic diseases. The Company also operates two integrated businesses in plasma-derived therapeutics and bioseparations. The following provides more detail on each of these segments.

Small molecule therapeutics segment

The Small molecule therapeutics segment is developing drugs against a group of free fatty acid receptors (FFAR1 to 4) and the related GPR84 in an emerging field known as immune-metabolism. The Company’s research is focused on inflammatory, fibrotic and metabolic conditions in patients with liver, respiratory or renal disease, with an emphasis on rare or orphan diseases.

Fibrosis and Mechanism of Action

Following an injury, the body has the ability to repair damaged tissues. However, if an injury is chronic or recurrent in nature, healthy tissue regeneration may not be possible and will be replaced by aberrant fibrotic processes or fibrosis. Fibrosis is characterized by the excessive accumulation of extracellular matrix (“ECM”) in damaged or inflamed tissues and is a common pathological outcome of many inflammatory and metabolic diseases. Numerous clinical conditions can lead to organ fibrosis and loss of organ function; in many cases persistent inflammation leads to the aberrant fibrotic response. The production of various profibrotic cytokines and growth factors by inflammatory cells such as macrophages results in the recruitment and activation of ECM-producing myofibroblasts. There is currently a major unmet need for therapies that can effectively target the pathophysiological pathways involved in fibrosis. Notable examples of medical conditions where fibrosis is central to loss of organ function include Alström Syndrome (“ALMS”), Nonalcoholic steatohepatitis (“NASH”), Idiopathic Pulmonary Fibrosis (“IPF”) and Chronic kidney disease (“CKD”).

Prometic has demonstrated, via pre-clinical R&D actvites, that the “up-regulation” of receptor GPR40 concomitant with the “down-regulation” of receptor GPR84 promotes the normal healing process as opposed to promoting the fibrotic process. Prometic’s drug candidates have a dual mode-of-action as agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. A number of manuscripts have been submitted for publication now that the Company has filed a sufficiently broad range of patents to fully protect its portfolio of drug candidates that modulate these two receptors. The first manuscript entitled “A Newly Discovered Antifibrotic Pathway Regulated by Two Fatty Acid Receptors: GPR40 and GPR84” was published on February 16, 2018 in the American Journal of Pathology. Other peer-reviewed articles recently published include manuscripts entitled “Fatty acid receptor modulator PBI-4050 inhibits kidney fibrosis and improves glycemic control” published in the Journal of Clinical Investigation on May 17, 2018 and “PBI-4050 reduces stellate cell activation and liver fibrosis through modulation of intracellular ATP levels and LKB1-AMPK-Mtor pathway” published on August 9, 2018 in the Journal of Pharmacology and Experimental Therapeutics.

The clinical activity of our small molecules, including PBI-4050 have been observed in over 30 different preclinical models performed by the Company and by other institutions using PBI-4050 in their own animal models, including Vanderbilt University, University of Ottawa, Université de Montréal, McMaster University and the Montreal Heart Institute. PBI-4050 has also successfully completed three separate open-label, non-

 

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placebo-controlled phase 2 clinical studies supporting the translation of such results into biologic activity in humans. While the small molecule therapeutics segment has several promising drug candidates, management has thus far focused its efforts on the lead candidate PBI-4050, which has been tested in approximately 250 healthy volunteers and human subjects.

PBI-4050, Prometic’s Lead Small Molecule Compound and Regulatory Designations

PBI-4050 has been granted Orphan Drug Designation by the FDA and the European Medicines Agency (“EMA”) for the treatment of ALMS as well as for the treatment of IPF. PBI-4050 has also been granted a Promising Innovative Medicine (“PIM”) designation in the U.K. by the Medicines and Healthcare products Regulatory Agency (“MHRA”) for the treatment of IPF and ALMS. Finally, PBI-4050 has also been granted rare pediatric disease designation by the FDA for the treatment of ALMS, which makes it potentially eligible to receive a priority review voucher upon regulatory approval by the FDA.

PBI 4050 - Alström Syndrome

The Company’s current focus is on the development of its lead drug, PBI-4050, for the treatment of ALMS. According to the National Organization for Rare Disorders (“NORD”), this severe fibrosis condition affects approximately 1,200 patients globally and therefore the clinical program under discussion with the regulatory agencies will be pursued by Prometic independently.

ALMS is a rare inherited autosomal recessive syndrome characterized by the onset of obesity in childhood or adolescence, type 2 diabetes with severe insulin resistance, dyslipidemia, hypertension and severe multi-organ fibrosis, involving the heart, liver, and kidney. The most common cause of death is heart failure with dilated cardiomyopathy due to progressive cardiac fibrosis, while fibrosis leading to liver failure is also responsible for a large number of deaths. ALMS is also characterized by a progressive loss of vision and hearing and by short stature. Prometic is currently investigating the effects of PBI-4050 in ALMS patients in an open label, phase 2, clinical study in the U.K.

ALMS includes many of the features of metabolic syndrome, including obesity, Type 2 diabetes with insulin resistance, liver steatosis (“fatty liver”), and liver fibrosis. Non-alcoholic fatty liver disease (“NAFLD”) is the manifestation of metabolic syndrome in the liver. Due to a worldwide obesity epidemic, NAFLD now affects 20–30% of the global population. Only a small minority of patients with NAFLD will develop more aggressive liver diseases with inflammation and fibrosis, such as NASH, however since the number of patients with NAFLD is so large, NASH has become the most common cause of severe liver disease worldwide. In ALMS, the progression of liver steatosis to fibrosis is much more aggressive than in “typical” metabolic syndrome patients.

The on-going ALMS study is an open-label, single-arm, phase 2 clinical trial at Queen Elizabeth Hospital, Birmingham, which is the specialty center for ALMS for the U.K. The patients are treated with PBI-4050 (800 mg) once daily and undergo intensive investigation to document the effects of PBI-4050 on the progressive organ fibrosis, including magnetic resonance imaging of the liver and of the heart. Each patient is evaluated against their individual results at study entry, as well as against their historical trend when available. The study initially enrolled 12 patients, eight of whom are continuing in the study. With continuing review of the study results, the Data Safety Monitoring Board (“DSMB”) and the MHRA have agreed to multiple extensions of the study. All eight subjects have now completed more than 2 years of treatment with PBI-4050. In addition to preliminary evidence of efficacy observed on liver fibrosis, the analysis of interim cardiac MRI data also indicates a reduction of cardiac fibrosis. PBI-4050’s safety and tolerability profile has been confirmed over this extended period without any serious drug related adverse events recorded.

The Company has met with the FDA and EMA to present the results of the study and to discuss the regulatory pathway and is now actively working with specialist ALMS centers and with ALMS patient advocacy groups in the U.S. and Europe with a plan to commence its PBI-4050 treatment of ALMS pivotal phase 3 study in 2020, following additional consultations with the FDA and EMA.

 

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PBI-4050 – Other Indications

Liver steatosis (fatty liver) is very common in ALMS subjects from childhood onwards and has a high rate of progression to liver fibrosis much higher than the rate seen in the general population with typical metabolic syndrome and NAFLD progressing to fibrosis NASH. The Company has reviewed the results obtained in the ongoing open-label phase 2 studies of PBI-4050 in ALMS and believes that these results strongly support a potential benefit of PBI-4050 in “typical” NASH patients.

In 2018, Prometic completed a Phase 2 clinical study of PBI-4050 in patients with IPF as monotherapy and in combination with approved therapies.

In addition, the Company continues to explore other potential indications for PBI-4050 in future clinical studies.

Advancing analogue PBI-4547 into Clinical Development

On September 9, 2019 the Company announced the first subject dosed in a Phase I clinical study of PBI-4547. The current clinical study is designed to assess the safety, tolerability and pharmacokinetics of single ascending doses of PBI-4547 in healthy subjects. A total of 40 adult participants will sequentially receive 1 of 5 doses of PBI-4547 or matching placebo, with each cohort of 8 participants randomized in a 3:1 ratio to receive PBI-4547 or matching placebo. The study has been suspended while the results obtained with the first 3 cohorts are reviewed. No SAEs reported. A change in formulation to provide a more efficient systemic delivery of PBI-4547 and so allow a reduction in dose is under consideration.

PBI-4547 is part of a novel class compounds discovered by Liminal with primary activity against a group of GPCR’s known as free fatty acid receptors (“FFAR’s”). The target family has a dual mode of action on inflammation and fibrosis. We have observed activity in various inflammatory preclinical models with compounds targeting the class. The Company is currently evaluating multiple compounds in this class aimed at activity across several fibrotic and inflammatory conditions in respiratory, liver and kidney disease, with a primary focus on orphan conditions.

PBI-4547 is a novel, orally active small molecule that is a GPR84 antagonist, GPR40 (FFAR1)/GPR120 (FFAR4) agonist, and a partial activator of peroxisome proliferator-activated receptors (PPAR). PBI-4547 treatment significantly improved metabolic regulation of glucose and lipids, and reduced hepatic steatosis, ballooning and overall NAFLD (non-alcoholic fatty liver disease) score in high fat diet (HFD)-fed mice. Fatty acid oxidation and expression of mitochondrial uncoupling proteins were increased by PBI-4547 in the liver. Metabolomic profiling demonstrated that the metabolic dysregulation induced by HFD was abolished by PBI-4547. Preclinical studies suggest that PBI-4547 offers the potential as a novel therapy for NAFLD/NASH, metabolic syndrome and other liver diseases.

Plasma-derived therapeutics segment

The plasma-derived therapeutics segment includes our proprietary plasma-derived therapeutics platform, Plasma Protein Purification System, which enables the development of our pipeline of biopharmaceutical candidates. This is achieved by leveraging our proprietary affinity ligand technology, which enables a highly-efficient extraction and purification process of therapeutic proteins from human plasma.

Ryplazim is the first biopharmaceutical expected to be launched commercially pending the review and approval of its BLA by the FDA. Ryplazim has been granted Orphan Drug designation by both the FDA and the EMA for the treatment of congenital plasminogen deficiency (”PLGD”) and has also been granted Fast Track status by the FDA. At this time, the Company is seeking to secure a commercial partnership for Ryplazim.

Ryplazim has been granted a rare pediatric disease designation by the FDA for the treatment of PLGD which also makes it eligible to potentially receive a priority review voucher upon regulatory approval.

 

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Lead Drug Product Candidate – Ryplazim

Ryplazim for the treatment of PLGD is the first biopharmaceutical expected to be launched commercially pending the review and approval of the amendments to its BLA required by the FDA following receipt of a Complete Response Letter, in April 2018, to the original BLA. The Company expects to file the BLA amendment in H1 2020.

Plasminogen is a naturally occurring protein that is synthesized by the liver and circulates in the blood. Activated plasminogen, plasmin, is a fundamental component of the fibrinolytic system and is the main enzyme involved in the lysis of blood clots and clearance of extravasated fibrin. Plasminogen is therefore vital in wound healing, and has other important functions in cell migration, tissue remodeling, angiogenesis, and embryogenesis.

The most common and visible lesion associated with plasminogen deficiency is ligneous conjunctivitis, which is characterized by thick, woody (ligneous) growths on the conjunctiva of the eye, and if left untreated, can lead to corneal damage and blindness. Ligneous growths tend to recur after surgical excision, thereby requiring multiple surgeries. While ligneous conjunctivitis is the most common lesion, PLGD is a multi-system disease that can also affect the ears, sinuses, tracheobronchial tree, genitourinary tract, and gingiva. Tracheobronchial lesions can result in respiratory failure. Hydrocephalus has also been reported in children with severe hypoplasminogenemia, apparently related to the deposition of fibrin in the cerebral ventricular system.

Patients with PLGD have a life-long inability to produce sufficient plasminogen. However, patients who have normal plasminogen levels may develop an acute, acquired deficiency when they suffer certain acute illnesses. Our first priority is to provide a treatment for PLGD and once commercially approved, to explore other indications for the same IV formulation of RyplazimTM such as acquired plasminogen deficiency in critical care settings such as thrombolytic disorders, acute exacerbations in IPF and ex-vivo applications such as the conditioning of donor organs prior to transplantation.

In a pivotal phase 2/3 clinical trial for the treatment of PLGD, RyplazimTM met its primary and secondary endpoints following the intravenous administration of Ryplazim to 10 patients for 12 weeks. In addition to being well tolerated and without any drug related serious adverse events, the phase 2/3 clinical trial achieved a 100% success rate for its primary end point, namely, a targeted increase in the plasma level of plasminogen immediately prior to the next infusion (“trough level”). Moreover, all patients who had active visible lesions when enrolled in the trial had complete healing of all lesions within weeks of treatment, a 100% patient response rate for this secondary end point.

Data observed from the repeated IV doses of 6.6mg/kg of RyplazimTM indicate clinical activity, with no recurrences or new lesions due to PLGD observed while on replacement therapy for 48 weeks.

On March 28, 2018, Prometic provided an update on the status of the FDA review of its BLA for Ryplazim. The current BLA filing includes the clinical data on 10 patients with 12 weeks of data for an accelerated regulatory pathway. The original guidance from the FDA was for Prometic to submit such long-term clinical data in a supplemental BLA in order to secure full licensure in 2019. Full licensure would provide for the long-term efficacy and safety data to be included in the prescribing information of Ryplazim which would further support Prometic’s claims of the strong health economics benefit associated with the use of Ryplazim. The Company continues to supply Ryplazim to those patients enrolled in the original clinical trials.

The FDA’s review of the BLA raised no issues regarding the clinical data required for the accelerated approval. The FDA did, however, identify the need for Prometic to make a number of changes in the CMC section. These require the implementation and validation of additional analytical assays and “in-process controls” in the manufacturing process of Ryplazim. Once completed and validated, Prometic is required to manufacture additional Ryplazim conformance batches to confirm the effectiveness of these process changes.

 

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The FDA requested that such CMC data be submitted as an amendment to the current BLA and has invited Prometic to also submit the long-term (48-week) clinical data at the same time. This will allow the FDA to consider granting full-licensure under the current BLA.

The FDA has indicated that the submission of the amended BLA for RyplazimTM will not impact the previously granted designations, including the Priority Review Status, the Orphan Drug Designation and the Rare Pediatric Disease Designation for Ryplazim for the treatment of PLGD.

The Company announced in October 2018 the successful completion of a Type C meeting during which the FDA agreed with its proposed action plan for the implementation of additional analytical assays and in-process controls related to RyplazimTM manufacturing process. As a result of the feedback received during that Type C meeting, the Company has finalized the Process Performance qualification (“PPQ”) protocol in anticipation of commencing the manufacturing of RyplazimTM conformance lots. The Company continues to interact with the FDA regarding the filing of its BLA amendment and also engaged external consultants to assist with this process.

In early 2019 the Company established the following critical path towards regulatory approval for RyplazimTM in the U.S. is as follows:

 

  1.

Development and validation of new analytical assays and in-process controls (complete)

 

  2.

Finalization of PPQ protocol (complete)

 

  3.

Manufacturing of additional conformance lots (complete)

 

  4.

Fill & Finish at external Contract Manufacturing Organization (“CMO”) (complete)

 

  5.

Data analysis & preparation of required documents for FDA (in process)

 

  6.

Regulatory filing of BLA amendment documents – now likely to take place in H1 2020

 

  7.

Anticipated new PDUFA date after the acceptance of the amended BLA

The Company decided to sell the excess plasma it had built up in anticipation of increased production activity that would have followed the approval of the BLA, therefore releasing an important amount of the cash tied up in its raw materials inventory. The Company completed plasma sales in 2018 and 2019.

Other Plasma-Derived Therapeutics

Prometic has developed processes to recover and purify several other proteins from plasma including Intravenous Immunoglobulin (“IVIG”), Inter-alpha-Inhibitor-Proteins, fibrinogen, alpha1 antitrypsin, and C1 esterase Inhibitor.

Prometic has now completed the required clinical package for IVIG required for a future BLA submission to the FDA. New clinical data from Prometic’s pivotal IVIG phase 3 clinical trial was presented in April 2018 at the Clinical Immunology Society annual meeting in Toronto. This demonstrated comparable safety and efficacy data to existing commercial IVIG products without any significant drug related safety issues. Both clinical primary and secondary endpoints in adult patients suffering from primary immunodeficiencies were met and achieved. Completion of a robust CMC package for IVIG prior to filing a BLA still requires substantial work, time and investment.

In the meantime, the Company’s research has determined that plasminogen – either in IV formulation and/or as an SC injectable has the potential to address a much larger market opportunity than originally expected. This has motivated strong partnering interest for Ryplazim and it is therefore clear that, beyond securing a regulatory approval by the FDA, the Company needs to prioritize manufacturing capacity planning to meet the volume demands of any potential partner. IVIG and selected further proteins remain in our pipeline. However, the advanced stage of development and economics of RyplazimTM support a compelling case to focus all the available resources of the plasma-derived therapeutics segment on this therapeutic family to optimize its launch and growth. This, combined with the significant work determined to be required on the CMC section of an IVIG BLA, has caused the Company to suspend, during Q4 2018,

 

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all future activity on IVIG. This will result in a material delay to the commercialization of IVIG. Following this assessment, the Company performed an impairment test on the IVIG cash-generating unit which includes assets of several of the group companies such as NantPro Biosciences LLC (“NantPro”), Prometic Bioproduction Inc. (our Laval plant), and Prometic Biotherapeutics Inc. (our Rockville, Maryland research center). The Company usually uses discounted cash flow models to perform such tests; certain assets require an annual test in accordance with International Financial Reporting standards (“IFRS”). When performing this test as of December 31, 2018, Prometic could not include any of the cash inflows in this calculation, as this isn’t permitted under IFRS due to the uncertainty of new cash inflows starting beyond five years. The impairment test therefore resulted in a fair value of $Nil and the Company recorded a material impairment in Q4 2018 on several assets including the NantPro license, IVIG manufacturing equipment and other assets for a total of $149.0 million.

Impairment losses may be reversed in the future if there are significant changes that affect the cash-generating unit in the future.

Bioseparations segment

Prometic’s Bioseparations segment is known for its expertise in bioseparation, specifically for large-scale purification of biologics and the elimination of pathogens. These technologies are being used by several industry leaders. Prometic has also leveraged its own industry leading affinity technology to develop a highly efficient extraction and purification process of therapeutic proteins from human plasma in order to develop best-in-class therapeutics. The Bioseparations segment supplies the affinity resins to the Plasma-derived therapeutics segment and also to our licensees and other third-party customers. The Company 2018 sales exceeded $21 million, which represents a 35% increase over 2017 revenues, and the Company anticipates further moderate revenue growth for 2019.

This growth is due to a number of factors, including the expansion of manufacturing activities by existing clients who utilize Prometic’s products in their production processes, the adoption of products by new clients, the introduction of new products, and the continuing expansion of the market for bioseparation products. The ongoing manufacturing expansion of the Isle of Man facility will enable the company to manufacture over 35,000 liters of chromatography adsorbents annually, with a potential sales value exceeding $133 million per annum. This additional manufacturing capacity will be used to meet the growing demand for the segment’s products, and to provide the resins required for Prometic’s own plasma protein manufacturing operations.

EVENTS SUBSEQUENT TO YEAR-END 2018

In January 2019, the Company issued 12,568,600 Restricted Share Units (“RSU”) to key staff at a grant price of $0.30 which will vest over a one-year period. The purpose of this grant was to help retain key employees pending the successful strengthening of the Company’s balance sheet.

In February and March 2019, the Company secured two additional tranches for a total of US$15.0 million from SALP, under the existing US dollar non-revolving credit facility agreement (“Credit Facility”), subject to compliance with applicable covenants and servicing obligations. In exchange, the Company agreed to reduce the exercise price of Warrants #9 exercisable for Series A Preferred Shares of the Company from $1 per warrant to $0.156 per warrant and to immediately issue those warrants which otherwise would have been issued in March 2019. Consequently, 19,401,832 warrants with a term of eight years were issued on February 22, 2019. The Company drew US$10.0 million ($13.2 million) and US$5.0 million ($6.7 million) on February 22 and March 22, 2019, respectively.

During Q1 2019, the Company issued 12,870,600 common shares under the ATM for total cash proceeds of $4.1 million.

 

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As part of the settlement agreement concluded in April 2019 with the former CEO of the Company, common shares held in escrow as security for a share purchase loan of $400 to the former CEO were released and the loan extinguished in exchange for the receipt of a payment of $137, representing the fair value of the shares at the time of the settlement.

On April 23, 2019, the Company entered into a debt restructuring agreement with the long-term debt holder whereby the entirety of the principal on the Credit Facility plus a portion of the interest due, the entirety of the First and Second OID loans and the majority of the Third OID loan would be repaid by Prometic by the issuance of 15,050,312,371 common shares, at a conversion price, rounded to the nearest five decimals, of $0.01521 per common share. Consequently, the US$95.0 million of principal plus interest due on the Credit Facility was reduced to $0.7 million and the aggregate face value of the three OID loans was reduced by $99.6 million to $10.0 million with the remaining balance of the Third OID loan modified into an interest-bearing loan at a stated interest 10% payable quarterly. This resulted in the reduction of the long-term debt recorded on the consolidated statement of financial position by $141.5 million.

Pursuant to the debt restructuring, the Company cancelled the warrants previously held by SALP and replaced them with new warrants having an exercise price rounded to the nearest five decimals of $0.01521 per common share, expiring on April 23, 2027.

Concurrently with the debt restructuring, the Company closed two private placements for 4,931,162,535 common shares at a subscription price rounded to the nearest five decimals of $0.01521 for gross proceeds of $75.0 million, less transaction costs of $4.8 million, for total net proceeds of $70.2 million.

On May 7, 2019 the 12,910,959 performance based RSU pertaining to the “2017-2019” cycle and the “2018-2020” cycle were modified by removing the performance conditions and converting them into time-vesting RSU. The quantity modified into time-vesting unit was equivalent to the 100% achievement range whereby in the past, the outcome of the performance conditions could go from zero to 150%. This change resulted in the cancellation of 4,303,653 units.

In May 2019, the Company announced an equity rights offering (“Rights Offering”) to the holders of its common shares at the close of business on May 21, 2019 to subscribe for up to 20 common shares for a subscription price rounded to the nearest five decimals of $0.01521 per common share. The Rights Offering was subject to a proration to ensure that no more than $75.0 million was raised. In June 2019, the Company issued 2,592,627,793 common shares for gross proceeds of $39.4 million as part of the Rights Offerings less transactions costs of $0.3 million recorded in deficit, for total net proceeds of $39.2 million.

On June 4, 2019, 1,794,228,820 stock options were granted to key management at a strike price of $0.036 of which 248,826,820 stock options vested immediately and the remaining vest over a period up to six years. On June 19, 2019, 251,714,000 stock options were issued at a strike price of $0.027 of which 60,717,000 stock options vested immediately and the remaining vest over a period up to four years. The weighted average grant date fair value of the stock options issued was $0.02.

On June 19, 2019, the Company cancelled the options that were issued prior to June 2019, as the exercise price of these options were so above the market price at the time, that it was highly unlikely that they would ever be exercised. In compensation for their agreement to the cancellation, key management and employees, received the new options granted to them in June 2019 discussed above. Consequently, 9,215,878 stock options with a weighted average exercise price of $1.73 were cancelled

On July 5, 2019, the Company performed a thousand-to-one share consolidation of the Company’s issued equity instruments including common shares, warrants, options and RSUs. The weighted average number of shares outstanding used in the calculation of basic and diluted EPS have been retroactively adjusted to give effect to the share consolidation as required by IAS 33, Earnings per share and consequently the basic and diluted earnings per share for the periods presented, and the quantities provided in the results of operations.

 

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On October 7, 2019, Prometic Life Sciences Inc. changed its name to Liminal BioSciences Inc. and the Company’s stock symbol became LMNL.

On November 4, 2019, the Company announced the signing of a binding share purchase agreement whereby it would sell its bioseparation operations to a third party for proceeds of up to GBP 32.0 million upon closing of the transaction with subsequent contingent consideration payments depending on revenue milestones. This transaction is expected to close during the fourth quarter of 2019. The bioseparations segment includes three subsidiaries and upon conclusion of this transaction, the Company would sell the two most important subsidiaries. The Company expects to record a gain on the sale of those two subsidiaries. The sale of these subsidiaries represents all of the revenues from the Bioseparations segment as presented in segmented information section of this MD&A. Following the closing of the share purchase agreement, the Company no longer expects to generate any revenues from this segment. The Company is currently assessing the other impacts of this transaction on its financial statements.

 

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FINANCIAL PERFORMANCE

Amounts in tables are expressed in thousands of Canadian dollars, except per share amounts.

Results of operations

The consolidated statement of operations for the quarter and year ended December 31, 2018 compared to the same periods in 2017 are presented in the following table.

 

     Quarter ended December 31,      Year ended December 31,  
     2018      2017      2018      2017  

Revenues

   $ 10,597      $ 6,596      $ 47,374      $ 39,115  

Expenses

           

Cost of sales and other production expenses

     7,582        2,428        38,002        10,149  

Research and development expenses

     21,141        28,202        91,666        100,392  

Administration, selling and marketing expenses

     10,663        8,781        31,532        31,441  

Bad debt expense

     —          20,491        —          20,491  

Loss (gain) on foreign exchange

     3,913        (1,427      4,681        (726

Finance costs

     6,558        2,639        22,060        7,965  

Loss (gain) on extinguishments of liabilities

     (34,904      —          (33,626      4,191  

Change in fair value of financial instruments measured at FVPL

     1,000        —          1,000        —    

Impairment losses

     149,952        —          149,952        —    

Share of losses of an associate

     —          —          22        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss before income taxes

   $ (155,308    $ (54,518    $ (257,915    $ (134,788
  

 

 

    

 

 

    

 

 

    

 

 

 

Income tax recovery:

           

Current

     (2,269      (4,913      (6,204      (3,165

Deferred

     (11,725      (7,959      (13,815      (11,587
  

 

 

    

 

 

    

 

 

    

 

 

 
     (13,994      (12,872      (20,019      (14,752
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss

   $ (141,314    $ (41,646    $ (237,896    $ (120,036
  

 

 

    

 

 

    

 

 

    

 

 

 

Net loss attributable to:

           

Owners of the parent

     (102,953      (38,279      (195,366      (109,731

Non-controlling interests

     (38,361      (3,367      (42,530      (10,305
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ (141,314    $ (41,646    $ (237,896    $ (120,036
  

 

 

    

 

 

    

 

 

    

 

 

 

Loss per share

           

Attributable to the owners of the parent

           

Basic and diluted

   $ (170.26    $ (50.66    $ (235.95    $ (137.85
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average number of outstanding shares (in thousands)

     830        822        828        796  
  

 

 

    

 

 

    

 

 

    

 

 

 

Revenues

Total revenues for the year ended December 31, 2018 were $47.4 million compared to $39.1 million during the comparative period of 2017, which represents an increase of $8.3 million. Total revenues for the quarter ended December 31, 2018 were $10.6 million compared to $6.6 million during the comparative period of 2017, representing an increase of $4.0 million.

Revenues in 2018 and 2017 included revenues from the sale of goods, development services and rental while 2017 also includes milestone and licensing revenues. Revenues from the sale of goods, services, licensing and milestone achievements may vary significantly from period to period.

The following table provides the breakdown of total revenues by source for the quarter and year-ended December 31, 2018 compared to the corresponding period in 2017.

 

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     Quarter ended December 31,      Year ended December 31,  
     2018      2017      2018      2017  

Revenues from the sale of goods

   $ 10,283      $ 5,479      $ 45,584      $ 16,461  

Milestone and licensing revenues

     —          —          —          19,724  

Revenues from the rendering of services

     267        880        1,291        1,930  

Rental revenue

     47        237        499        1,000  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 10,597      $ 6,596      $ 47,374      $ 39,115  
  

 

 

    

 

 

    

 

 

    

 

 

 

Revenues from the sale of goods were $45.6 million during the year ended December 31, 2018 compared to $16.5 million during the corresponding period of 2017, representing an increase of $29.1 million. The increased sales revenues for 2018 were mainly due to $22.8 million in sales of normal source plasma which occurred in the second, third and fourth quarters of 2018. The Company decided to sell this inventory as a result of the change in the production forecast due to the delay of the BLA approval for Ryplazim. The remainder of the increase of $6.3 million for the year is mainly due to an increase in third party sales in the Bioseparations segment by approximately 35%. This strong growth is a result of a number of factors including the expansion of manufacturing activities by existing clients, the adoption of products by new clients and the introduction of new products.

Revenues from the sale of goods were $10.3 million during the fourth quarter of 2018 compared to $5.5 million during the corresponding period of 2017, representing an increase of $4.8 million which was due to sales of $3.1 million of normal source plasma and an increase in third party bioseparations sales of $1.7 million.

Service revenues were $1.3 million during the year ended December 31, 2018 compared to $1.9 million for the corresponding period of 2017, representing a decrease of $0.6 million and $0.3 million during the fourth quarter of 2018 compared to $0.9 million during the corresponding period of 2017, representing a decrease of $0.6 million. The service revenues for 2018 and 2017 were generated mainly in our Bioseparations segment.

For the year ended December 31, 2018, the Company has not earned any milestone and licensing revenues, while during the third quarter of the year ended December 31, 2017, the Company recognized revenues of $19.7 million, generated by the Small molecule therapeutics segment and pertaining to a licensing agreement signed with Jiangsu Renshou Pharmaceutical Co, Ltd,(“JRP”) an affiliate of Shenzhen Royal Asset Management Co., LTD (“SRAM”), regarding the licensing of the Chinese rights to its small molecules PBI-4050, PBI-4547 and PBI-4425. Having not received the licensing and milestone revenues within the specified payment terms, Prometic opted to terminate the licensing agreement in March 2018, thereby resulting in the return of all the rights previously conferred under the licensing agreement back to Prometic. During the fourth quarter of 2017, the Company wrote-off the accounts receivable and reversed the withholding taxes expected to be paid on this transaction to bad debt expense.

Cost of sales and production

Cost of sales and production were $38.0 million during the year ended December 31, 2018 compared to $10.1 million for the corresponding period in 2017, representing an increase of $27.9 million. Cost of sales and production for the quarter ended December 31, 2018 were $7.6 million compared to $2.4 million for the corresponding period in 2017, representing an increase of $5.2 million. The majority of the increase is due to the sales of normal source plasma in 2018 which overall was sold slightly below its carrying amount on a cumulative basis for the year but generated a slight profit during the fourth quarter of 2018. The remainder of the increase in both periods is mostly explained by the increase in products sold by the Bioseparations segment.

Research and development expenses

The R&D expenses for the quarter and the year ended December 31, 2018 compared to the same periods in 2017 broken down into its two main components are presented in the following table.

 

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     Quarter ended December 31,      Year ended December 31,  
     2018      2017      2018      2017  

Manufacturing and purchase cost of therapeutics used for R&D activities

   $ 10,451      $ 10,911      $ 38,621      $ 34,703  

Other research and development expenses

     10,690        17,291        53,045        65,689  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total research and development expenses

   $ 21,141      $ 28,202      $ 91,666      $ 100,392  
  

 

 

    

 

 

    

 

 

    

 

 

 

R&D expenses were $91.7 million during the year ended December 31, 2018 compared to $100.4 million for the corresponding period in 2017, representing a decrease of $8.7 million. R&D expenses were $21.1 million during the quarter ended December 31, 2018 compared to $28.2 million for the corresponding period in 2017, representing a decrease of $7.1 million.

R&D expenses include the manufacturing cost of plasma-derived and small molecule therapeutics to be used in clinical trials and for the development of our production processes. The plasma-derived therapeutics are produced at the Laval plant and the Winnipeg CMO while the small molecule therapeutics are manufactured by a third party for Prometic. Most of this expense comes from the plasma-derived therapeutics segment. The manufacturing cost of these therapeutics was $38.6 million during the year ended December 31, 2018 compared to $34.7 million during the year ended December 31, 2017, representing an increase of $3.9 million. The manufacturing cost of plasma-derived and small molecule therapeutics to be used in clinical trials and for the development of our production processes was $10.5 million during the three months ended December 31, 2018 compared to $10.9 million during the corresponding period of 2017, representing a decrease of $0.5 million.

In 2018, there was a reduction in production activities at the Laval plant while the facility focuses on addressing comments received by the FDA following their audit at the end of 2017 as part of the review of the BLA for RyplazimTM. This resulted in a reduction in overall manufacturing expenses for Plasma-derived therapeutics, however since there was no commercial production in 2018, none of these expenses were capitalized to inventories compared to 2017. In addition, the plasminogen inventory that was on hand as of the previous year end was expensed throughout the current year as the timeline for re-submitting the BLA became clearer. It became evident that a portion of the inventory would be used for additional process testing runs while the balance would be used to supply the patients who were part of the clinical trials while awaiting commercial approved product. The reduction in plasminogen inventory capitalized more than offset the overall reduction in manufacturing expenses, thus causing an increase in the manufacturing cost of therapeutics used for R&D activities for the year ended December 31, 2018 compared to the corresponding period of 2017. When comparing the fourth quarter of 2018 to the same period in 2017, there is a slight decrease.

Other R&D expenses were $53.0 million during the year ended December 31, 2018 compared to $65.7 million for the corresponding period in 2017, representing a decrease of $12.6 million, and $10.7 million during the quarter ended December 31, 2018 compared to $17.3 million for the corresponding period in 2017, representing a decrease of $6.6 million. The reduction in the clinical trial and pre-clinical research expenses in both the Small molecules and Plasma-derived therapeutics segments were partially offset by additional spending in the implementation and validation of additional analytical assays and “in-process” controls in the manufacturing of Ryplazim.

Administration, selling and marketing expenses

Administration, selling and marketing expenses were $31.5 million during the year ended December 31, 2018 compared to $31.4 million for the corresponding period in 2017, representing an increase of $0.1 million. The increase is mainly due to the increase in severance compensation which was partially offset by a decline in marketing expense.

 

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Administration, selling and marketing expenses were $10.7 million during the quarter ended December 31, 2018 compared to $8.8 million for the corresponding period in 2017, representing an increase of $1.9 million. The increase is mainly due to the increase in severance compensation.

Bad debt expense

There was no bad debt expense during the year and the quarter ended December 31, 2018 compared to $20.5 million for the corresponding periods in 2017. The prior year expense is due to the write-off, affecting the fourth quarter of 2017, of the amounts due from JRP in regards to a license agreement. The licensee having not remitted funds associated with the license fee and initial milestone payment within the specified payment terms was consequently in breach of the agreement. As a result, the Company was in a position to exercise its contractual rights and opted to terminate the agreement in March 2018, thereby returning all the rights previously conferred under the license agreement back to Prometic.

Share-based payments expense

Share-based payments expense represents the expense recorded as a result of stock options and restricted stock units issued to employees and board members. This expense has been recorded as follows:

 

     Quarter ended December 31,      Year ended December 31,  
     2018      2017      2018      2017  

Cost of sales and other production expenses

   $ 128      $ 71      $ 299      $ 370  

Research and development expenses

     1,008        1,280        2,295        4,150  

Administration, selling and marketing expenses

     2,603        1,220        4,128        4,142  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 3,739      $ 2,571      $ 6,722      $ 8,662  
  

 

 

    

 

 

    

 

 

    

 

 

 

Share-based payments expense was $6.7 million during the year ended December 31, 2018 compared to $8.7 million during the corresponding period of 2017, representing a decrease of $1.9 million. These variations are mainly explained by the fact that there were less RSU that vested during the year ended December 31, 2018 compared to the corresponding period 2017.

Share-based payments was $3.7 million during the quarter ended December 31, 2018 compared to $2.6 million during the corresponding period of 2017, representing an increase of $1.2 million. The increase is mainly due to an additional charge of $1.2 million during the fourth quarter of 2018, in anticipation that the vesting of certain awards might be accelerated as part of termination benefits still being negotiated at the end of the year.

The RSU expense may vary significantly from period to period as certain milestones are met, changes in likelihood occur as projects advance, and the timelines to achieve the milestones before expiry advance.

Finance costs

Finance costs were $22.1 million for the year ended December 31, 2018 compared to $8.0 million during the corresponding period of 2017, representing an increase of $14.1 million. Finance costs were $6.6 million for the quarter ended December 31, 2018 compared to $2.6 million during the corresponding period of 2017, representing an increase of $3.9 million. This increase reflects the higher level of debt during the year ended December 31, 2018 compared to the same period of 2017 reflecting the amounts drawn on the Credit Facility agreement and the increase in the Original Issue Discount (“OID”) balances. as well as the higher implicit financing rate, when considering the stated interest and the warrants issued, demanded by our lender over the years.

Loss (gain) on extinguishments of liabilities

On November 14, 2018, the Company and the holder of the debt modified the terms of the four loan agreements subject to compliance with covenants and debt servicing obligations, to extend the maturity date of the Credit Facility from November 30, 2019 to September 30, 2024 and all three OID loans from July 31, 2022 to September 30, 2024. Interest on amounts outstanding on the Credit Facility will continue to be payable quarterly at an annual rate of 8.5% during the period of the extension. As of July 31, 2022,

 

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the OID loans will be restructured into cash paying loans bearing interest at an annual rate of 10%, payable quarterly. The outstanding face values of the OID loans at that date will become the principal amounts of the restructured loans. As additional consideration for the extension of the maturity dates, Prometic agreed to cancel 100,117,594 existing warrants (Warrants #3 to 7) and issue replacement warrants to the holder of the long-term debt, bearing a term of 8 years and exercisable at a per share price equal to $1.00. The exact number of warrants to be granted was to be set at a number that will result in the holder of the long-term debt having a 19.99% fully-diluted ownership level in Prometic upon grant of the warrants to be issued no later than March 15, 2019. On November 30, 2018, Warrants #3 to 7 were cancelled and 128,056,881 warrants to purchase common shares (“Warrants #8”), representing a portion of the replacement warrants, were issued. At the end of the agreed upon measurement period for calculating the number of new warrants to be issued, Prometic will issue the remaining replacement warrants under a new series of warrants (“Warrants #9”), which will give the holder the right to acquire preferred shares. The holder of the long-term debt also obtained the Company’s best efforts to support the election of a second representative of the lender to on the Board of directors of the Company, and the extension of the security to the royalty agreement.

Management assessed the changes made to the previous agreements and determined that the modification should be accounted for as an extinguishment of the previous loans and the recording of new loans at their fair value determined as of the date of the modification. The carrying amount of the previous loans of $155.1 million were derecognized followed by the recognition of the fair value of the modified loans of $107.7 million which were determined using a discounted cash flow model with a market interest rate of 20.1%. Any fees incurred with this transaction were expensed, including legal fees and the difference in fair value between the warrants that were cancelled, and the new warrants issued.

In addition, the fees incurred in regards of the Credit Facility that were previously recorded in the consolidated statement of financial position as other long-term assets and were being amortized and recognized in the consolidated statement of operations over the original term of the Credit Facility were expensed.

The modification resulted in the recording of a gain on extinguishment of liabilities of $34.9 million; the impacts of the different aspects of this transaction are detailed in the following table.

 

Extinguishment of previous loans

   $ (155,055

Expensing of deferred financing fees on Credit Facility

     3,245  

Recognition of modified loans

     107,704  

Expensing of increase in the fair value of the warrants

     8,778  

Warrants proceeds

     (10

Expensing of legal fees incurred with the debt modification

     434  
  

 

 

 
   $ (34,904
  

 

 

 

Also, in 2018 and 2017, SALP, the holder of the long-term debt, used the set off of principal right in the loan agreements, to settle various amounts due to the Company under a royalty purchase agreement in 2018 and its participation in a private placement in 2017.

On July 6, 2017, the face value of the third OID loan was reduced by $8.6 million, from $39.2 million to $30.6 million. The reduction of $8.6 million is equivalent to the value of 5,045,369 common shares issued at the agreed price of $1.70. The difference of $4.2 million between the adjustment to the carrying value of the loan of $4.1 million and the amount recorded for the shares issued of $8.3 million was recognized as a loss on extinguishment of liabilities.

In August and September 2018, the face value of the second OID loan was reduced by $3.9 million from $21.2 million to $17.3 million, in settlement of $3.9 million due by SALP under the royalty agreement. The carrying amount of the loan was reduced by $2.6 million and a loss on extinguishment of liabilities of $1.3 million.

 

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Impairment losses

As a result of various events affecting the Company during 2018, including; 1) the delay of the commercial launch of RyplazimTM following the identification by the FDA of a number of changes required in the CMC section of the BLA submission for congenital plasminogen deficiency, 2) the Company’s limited financial resources since Q4 2018, which significantly delayed manufacturing expansion plans and resulted in the Company focusing its resources on refiling the RyplazimTM BLA as soon as possible; 3) the recognition of the larger than anticipated commercial opportunities for RyplazimTM, and 4) the change in executive leadership in Q4, the Company modified its strategic plans in Q4 to focus all available plasma-derived therapeutic segment resources on the manufacturing and development of RyplazimTM for the treatment of PLGD and other indications.

These changes and their various impacts prompted Management to perform an impairment test of the IVIG cash generating unit, which includes assets such as the licenses held by NantPro and Prometic Biotherapeutics Inc., manufacturing equipment located at our Canadian manufacturing facilities and the CMO facility at December 31, 2018, and to review whether other assets pertaining to follow-on proteins might be impaired.

In regards to the IVIG cash generating unit (“CGU”), the substantial work, time and investment required and limited resources available to complete a robust CMC package for IVIG prior to filing a BLA, and the reduction of the forecasted IVIG production capacity at all plants will significantly delay the commercialisation of IVIG compared to previous timelines. As a result, cash inflows beginning beyond 2023 were not considered in the calculation of the value in use impairment test due to the inherent uncertainty in forecasting cash flows beyond a five-year period. As a result, the value in use for the IVIG CGU was $Nil. Management also evaluated the fair value less cost to sell and determined that this value also approximated $Nil.

Consequently, impairment losses for the totality of the carrying amounts of the NantPro license and a second license acquired in January 2018, giving the rights to use Masterplasma IVIG clinical data and the design plans for a plant with a production capacity in excess of current needs, of $141.0 million and $1.6 million, respectively, were recorded. An impairment was also recorded on the option to purchase equipment in the amount of $0.7 million since the likelihood of exercising this option is low in view of the current manufacturing and production plans. Finally, an impairment of $5.7 million was recorded on IVIG production equipment, to reduce their value to the fair value less cost to sell.

Management also reviewed the carrying amount of other assets pertaining to the follow-on proteins the Company has acquired, since the resources for further advancement of these assets are currently limited due to the focus on RyplazimTM. As a result, the Company recorded an impairment on its investment in an associate of $1.2 million. The uncertainty of future cash flows for therapeutics that have not yet commenced phase 1 clinical trials was an important consideration in making this estimate.

 

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Impairment losses recorded on these assets (excluding the convertible debt) totalling $150.0 million for the year and quarter ended December 31, 2018 are summarized below.

 

     2018  

Impairment on IVIG CGU:

  

Intangible assets

   $ 142,609  

Fixed assets

     5,689  

Option to purchase equipment

     653  
  

 

 

 
   $ 148,951  

Impairment on Prothera:

  

Investment in an associate

   $ 1,182  

Deferred revenue

     (181
  

 

 

 
   $ 1,001  
  

 

 

 
   $ 149,952  
  

 

 

 

Change in fair value of financial instruments measured at fair value through profit and loss

At the same time and for the same reasons as the recording of the impairment on the investment in associate, the fair value of the investment in the convertible debt of ProThera was also reduced to $Nil at December 31, 2018 resulting in a loss in fair value of $1.2 million.

Warrants #9, that the Company committed to issue to SALP as part of the debt modification that occurred in November 2018, do not meet the definition of an equity instrument since the underlying preferred shares qualify as a liability instrument and therefore must be accounted for as a financial liability and carried at fair value through profit and loss. The estimated fair value of these warrants between November 14, 2018, the date of the modification, and as December 31, 2018 declined resulting in a gain of $0.2 million for the year and quarter ended December 31, 2018.

Income taxes

The Company recorded a current income tax recovery of $6.2 million during the year ended December 31, 2018 compared to $3.2 million for the corresponding period of 2017, representing an increase of $3.0 million. The increase is principally due to the increase in refundable R&D tax credits in the U.K. The current income tax recovery was $2.3 million during the quarter ended December 31, 2018 compared to $4.9 million for the corresponding period of 2017, representing a decrease of $2.6 million. The decrease is mainly due to timing of the recognition of R&D tax credits for the U.K. in 2017 versus 2018.

The Company recorded a deferred income tax recovery of $13.8 million during the year ended December 31, 2018 compared to $11.6 million for the corresponding period of 2017, representing an increase of $2.2 million. The Company recorded a deferred income tax recovery of $11.7 million during the quarter ended December 31, 2018 compared to $8.0 million for the corresponding period of 2017, representing an increase of $3.8 million.

During the first three quarters of 2018 and during the quarters of 2017, the Company recorded income tax recoveries from the recognition of deferred tax assets pertaining to the unused tax losses attributable to Prometic as a partner in NantPro, our partnership with NantPharma to develop and commercialise IVIG for the U.S. market. During the fourth quarter of 2017, there was a significant increase in the deferred income tax recovery recorded due to the change in the US federal income tax rate from 35% to 21%, producing a significant decrease in the deferred tax liability that was recognized in the business combination of NantPro. During the fourth quarter of 2018, following the impairment of the NantPro license, the deferred tax liability of $27.5 million for that asset was reversed and the deferred tax assets of $14.6 million relating to the unused tax losses were derecognized.

 

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Net loss

The Company incurred a net loss of $237.9 million during the year ended December 31, 2018 compared to a net loss of $120.0 million for the corresponding period of 2017, representing an increase in the net loss of $117.9 million. The net loss in 2018 is higher mainly due to the non-cash impairment losses of $150.0 million and the increase in finance cost of $14.1 million in the year ended December 31, 2018 compared to the corresponding period of 2017. This was partially offset by the recognition of a gain on extinguishments of liabilities of $33.6 million during the year ended December 31, 2018 compared to a loss on extinguishments of liabilities of $4.2 million for the corresponding period in 2017. Also offsetting the increase in loss was the fact that no bad debt expense was recorded in 2018 while a $20.5 million expense was recorded in the previous year.

The Company incurred a net loss of $141.3 million during the quarter ended December 31, 2018 compared to a net loss of $41.6 million for the corresponding period of 2017, representing an increase in net loss of $99.7 million. The increase was mainly generated by the impairment losses of $150.0 million recorded during the quarter ended December 31, 2018 which were partially offset by the gain on extinguishment of liabilities of $34.9 million recorded in the same period compared to the bad debt expense of $20.5 million recorded on the JRP receivable during the corresponding period of 2017. The increase in finance costs by $3.9 million during the quarter ended December 31, 2018 compared to the corresponding period in 2017 was also partially offset by a reduction in R&D expenses of $7.1 million.

EBITDA analysis

The Adjusted EBITDA for the Company for the quarters and the years ended December 31, 2018 and 2017 are presented in the following tables:

 

     Quarter ended December 31,      Year ended December 31,  
     2018      2017      2018      2017  

Net loss

   $ (141,314    $ (41,646    $ (237,896    $ (120,036

Adjustments to obtain Adjusted EBITDA

           

Loss (gain) on foreign exchange

     3,913        (1,427      4,681        (726

Finance costs

     6,558        2,639        22,060        7,965  

Loss (gain) on extinguishments of liabilities

     (34,904      —          (33,626      4,191  

Change in fair value of financial instruments measured at FVPL

     1,000        —          1,000        —    

Impairment losses

     149,952        —          149,952        —    

Share of losses of an associate

     —          —          22        —    

Income tax recovery

     (13,994      (12,872      (20,019      (14,752

Depreciation and amortization

     1,402        1,310        5,458        4,576  

Share-based payments expense

     3,739        2,571        6,722        8,662  
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ (23,648    $ (49,425    $ (101,646    $ (110,120
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA is a non-GAAP measure that is not defined or standardized under IFRS and it is unlikely to be comparable to similar measures presented by other companies. Prometic believes that Adjusted EBITDA provides additional insight in regards to the cash used in operating activities on an on-going basis. It also reflects how management analyzes performance and compares its performance against other companies. In addition, we believe that Adjusted EBITDA is a useful measure as some investors and analysts use EBITDA and similar measures to compare Prometic against other companies.

Total Adjusted EBITDA was $(101.6) million for the year ended December 31, 2018 compared to $(110.1) million for the comparative period of 2017, representing an increase in Adjusted EBITDA of $8.5 million. This increase is caused mainly by the decrease in R&D expenditures of $8.7 million during the year ended December 31, 2018 compared to the corresponding period in 2017. The licensing agreement with JRP had no net impact on the Adjusted EBITDA for the year ended December 31, 2017.

 

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Total Adjusted EBITDA was $(23.6) million for the quarter ended December 31, 2018 compared to $(49.4) million for the comparative period of 2017, representing an increase in Adjusted EBITDA of $25.8 million. This increase in Adjusted EBITDA is mainly explained by the bad debt expense of $20.5 million recorded during the quarter ended December 31, 2017 compared none being recorded during the corresponding period in 2018. A decrease in R&D expenses of $7.1 million between both periods explains the remainder of the increase in Adjusted EBITDA.

Segmented information analysis

For the year ended December 31, 2018 and 2017

The loss for each segment and the net loss before income taxes for the total Company for the years ended December 31, 2018 and 2017 are presented in the following table:

 

For the year ended December 31, 2018

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 24,492     $ 22,741      $ 141     $ 47,374  

Intersegment revenues

     —         29       319        (348     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     —         24,521       23,060        (207     47,374  

Cost of sales and other production expenses

     —         25,297       12,929        (224     38,002  

Manufacturing and purchase cost of therapeutics used for R&D activities

     1,692       37,061       —          (132     38,621  

R&D—Other expenses

     14,234       31,727       7,084        —         53,045  

Administration, selling and marketing expenses

     3,468       10,445       2,947        14,672       31,532  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (19,394   $ (80,009 )     $ 100      $ (14,523   $ (113,826

Loss (gain) on foreign exchange

              4,681  

Finance costs

              22,060  

Loss (gain) on extinguishments of liabilities

              (33,626

Change in fair value of financial instruments measured at FVPL

              1,000  

Impairment losses

              149,952  

Share of losses of an associate

              22  
           

 

 

 

Net loss before income taxes

            $ (257,915
           

 

 

 

Other information

           

Depreciation and amortization

   $ 480     $ 3,644     $ 919      $ 415     $ 5,458  

Share-based payment expense

     1,270       1,524       322        3,606       6,722  

For the year ended December 31, 2017

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ 19,724     $ 2,490     $ 16,802      $ 99     $ 39,115  

Intersegment revenues

     —         39       1,566        (1,605     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     19,724       2,529       18,368        (1,506     39,115  

Cost of sales and other production expenses

     —         4,014       7,877        (1,742     10,149  

Manufacturing and purchase cost of therapeutics used for R&D activities

     1,755       32,764       —          184       34,703  

R&D—Other expenses

     17,426       40,960       7,301        2       65,689  

Administration, selling and marketing expenses

     3,633       13,539       2,719        11,550       31,441  

Bad debt expense

     20,491       —         —          —         20,491  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (23,581   $ (88,748   $ 471      $ (11,500   $ (123,358

Loss (gain) on foreign exchange

              (726

Finance costs

              7,965  

Loss (gain) on extinguishments of liabilities

              4,191  
           

 

 

 

Net loss before income taxes

            $ (134,788
           

 

 

 

Other information

           

Depreciation and amortization

   $ 428     $ 2,880     $ 907      $ 361     $ 4,576  

Share-based payment expense

     1,509       2,269       394        4,490       8,662  

 

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Small molecule therapeutics segment

During Q3 2017, the segment recognized $19.7 million in milestone and licensing revenues for a licensing agreement signed with JRP, an affiliate of SRAM, whereas no revenues were recorded in 2018. As previously mentioned, during Q4 2017, the Company wrote-off the related accounts receivable since the license agreement was subsequently terminated by Prometic. The net impact of this transaction was effectively $Nil for the year ended December 31, 2017.

Other R&D expenses declined by $3.2 million during the year ended December 31, 2018 compared to the previous year reflecting the lower spending on pre-clinical studies carried out during 2018. The segment loss for Small molecule therapeutics was $19.4 million during the year ended December 31, 2018 compared to a $23.6 million loss during the corresponding period, a decrease of $4.2 million.

Plasma-derived therapeutic segment

The revenues for the Plasma-derived therapeutics segment are usually generated from the sales of specialty plasma to third parties, the provision of services to licensees and rental revenues. During the year ended December 31, 2018, the segment sold $19.7 million of normal source plasma which it had not done in the previous years. This was a result of the change in the production forecast due to the delay of the BLA approval for Ryplazim, the Company decided to sell excess normal source plasma inventory it had at the beginning of the year and that it was contractually obligated to purchase during the year. The Company was also able to reduce its purchasing commitments from 2018 to 2022. The normal source plasma sold during the year ended December 31, 2018 was sold at a value slightly below its carrying amount, generating a negative margin of $0.7 million. The remainder of the sales in 2018 pertain to specialty plasma products.

The manufacturing cost of plasma-derived therapeutics used for R&D activities was higher during the year ended December 31, 2018 at $37.1 million compared to $32.8 million during the corresponding period of 2017, representing an increase of $4.3 million. In 2018, there was a reduction in production activities at the Laval plant while the facility focuses on addressing comments received by the FDA following their audit at the end of 2017 as part of the review of the BLA for Ryplazim. This resulted in a reduction in overall manufacturing expenses for Plasma-derived therapeutics, however since there was no commercial production in 2018, none of these expenses were capitalized to inventories compared to 2017. In addition, the plasminogen inventory that was on hand as of the previous year end was expensed throughout the current year as the timeline for re-submitting the BLA became clearer. It became evident that a portion of the inventory would be used for additional process testing runs while the balance would be used to supply clinical trial patients until commercially approved product is available. The reduction in plasminogen inventory capitalized more than offset the overall reduction in manufacturing expenses, thus causing an increase in the manufacturing cost of therapeutics used for R&D activities for the year ended December 31, 2018 compared to the corresponding period of 2017.

Other R&D expenses were $31.7 million during the year ended December 31, 2018 compared to $41.0 million during the corresponding period of 2017 representing a decrease of $9.2 million. The decrease is mainly due to the reduction in the clinical trial and pre-clinical research expenses which were partially offset by additional spending in relation to the implementation and validation of additional analytical assays and “in-process” controls in the manufacturing of Ryplazim. The PLGD clinical trial and the adult cohort of the IVIG clinical trial were substantially completed in 2017. During the current year, the IVIG clinical trial for pediatric cohort was ongoing and nearing its completion towards the end of 2018 with the last patient receiving their last dose in the first quarter of 2019. This was partially offset by slightly higher compensation expense reflecting the hiring of some of the staff that will be required to operate our Buffalo plasma collection center.

Administration, selling and marketing expenses decreased by $3.1 million during the year ended December 31, 2018 compared to the corresponding period in 2017 mainly due to a reduction in commercial launch preparation expenses for Ryplazim. Additionally, the administrative support that the segment receives from head office decreased compared to previous year as activities were reduced or postponed due to the delay in the anticipated commercialization.

 

24 of 44


Overall, the segment loss for Plasma-derived therapeutics of $80.0 million during the year ended December 31, 2018 compared to $88.7 million during the corresponding period of 2017, represents a decrease of $8.7 million.

Bioseparations segment

The revenues for the Bioseparations segment are generated mainly from the sales of goods, by providing resin development services to external customers and from its transactions with the Plasma-derived therapeutics segment. Revenues for the segment were $23.1 million during the year ended December 31, 2018, an increase of $4.7 million compared to the corresponding period of 2017, comprising an increase of $5.9 million in revenues from third parties and a decrease $1.2 million of intersegment revenues. This strong growth in third party sales is due to several factors including the expansion of manufacturing activities by existing clients who utilize Prometic’s products in their production processes, the adoption of products by new clients and the introduction of new products. The higher external sales revenue in Great British Pounds (“GBP”) was compounded by a higher CAD/GBP exchange rate this year compared to the same period in 2017. The decline in intersegment revenues was due to less demand from the Plasma-derived therapeutic segment resulting from a reduction in their production activities.

Revenues from the sale of goods is composed of different products and the margins on individual products vary significantly. Several products are custom designed for specific customers. Since key customers tend to place significant orders that may not be repeated on a yearly basis, the sales for individual products are quite variable. This is compounded by the fact that a high proportion of sales in a given period usually come from a limited number of customers. If larger customers purchase higher margin product or lower margin product, it creates volatility in the total margins and the cost of goods sold from period to period. In addition, the size of the orders affects the batch size used in production, and larger batch sizes typically result in higher gross margins.

The cost of sales and other production expenses increased versus previous year mainly due to the increase in sales volume and offset partially by a decrease in margins as a higher proportion of sales were for lower margin products. Other R&D expenses and Administration, selling and marketing costs remained relatively stable year over year.

The Bioseparations segment generated a slight profit of $0.1 million during the year ended December 31, 2018 compared to a profit of $0.5 million during the corresponding period in 2017.

 

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For the quarters ended December 31, 2018 and 2017

The loss for each segment and the net loss before income taxes for the total Company for quarters ended December 31, 2018 and 2017 are presented in the following tables.

 

For the quarter ended December 31, 2018

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 3,344     $ 7,218      $ 35     $ 10,597  

Intersegment revenues

     —         8       —          (8     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     —         3,352       7,218        27       10,597  

Cost of sales and other production expenses

     —         3,230       4,376        (24     7,582  

Manufacturing and purchase cost of therapeutics used for R&D activities

     (59     10,496       —          14       10,451  

R&D—Other expenses

     2,587       6,033       2,071        (1     10,690  

Administration, selling and marketing expenses

     698       2,128       704        7,133       10,663  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (3,226   $ (18,535   $ 67      $ (7,095   $ (28,789

Loss (gain) on foreign exchange

              3,913  

Finance costs

              6,558  

Loss (gain) on extinguishments of liabilities

              (34,904

Change in fair value of financial instruments measured at FVPL

              1,000  

Impairment losses

              149,952  
           

 

 

 

Net loss before income taxes

            $ (155,308
           

 

 

 

Other information

           

Depreciation and amortization

   $ 130     $ 920     $ 192      $ 160     $ 1,402  

Share-based payment expense

     691       735       132        2,181       3,739  

For the quarter ended December 31, 2017

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 425     $ 6,138      $ 33     $ 6,596  

Intersegment revenues

     —         12       107        (119     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     —         437       6,245        (86     6,596  

Cost of sales and other production expenses

     (533     1,119       1,984        (142     2,428  

Manufacturing and purchase cost of therapeutics used for R&D activities

     341       10,566       —          4       10,911  

R&D—Other expenses

     4,867       10,571       1,853        —         17,291  

Administration, selling and marketing expenses

     841       4,267       794        2,879       8,781  

Bad debt expense

     20,491       —         —          —         20,491  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (26,007   $ (26,086   $ 1,614      $ (2,827   $ (53,306

Loss (gain) on foreign exchange

              (1,427

Finance costs

              2,639  
           

 

 

 

Net loss before income taxes

            $ (54,518
           

 

 

 

Other information

           

Depreciation and amortization

   $ 118     $ 823     $ 271      $ 98     $ 1,310  

Share-based payment expense

     492       717       103        1,259       2,571  

Small molecule segment

The segment loss for Small molecule therapeutics was $3.2 million during the quarter ended December 31, 2018 compared to a loss of $26.0 million for the corresponding period in 2017, representing a decrease in loss of $22.8 million. The decrease in loss is essentially because the fourth quarter results for 2017 include the write-off of the license and milestone revenues pertaining to a licensing agreement signed with JRP, an affiliate of SRAM during the third quarter of 2017. The royalty expense initially recorded was subsequently reversed in Cost of sales.

The reduction in other R&D expenditures of $2.3 million during the quarter ended December 31, 2018 compared to the corresponding period, is mainly due to the reduction in pre-clinical studies expenses.

Plasma-derived therapeutics segment

The increase in net sales of the segment during the quarter ended December 31, 2018 compared to the corresponding period of 2017 was due to a $3.1 million sale of normal source plasma as part of the segment’s inventory management plan. This transaction generated a gross margin of $0.3 million.

 

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The cost of manufacturing the therapeutics used in R&D activities remained at similar levels over both periods. Other R&D expenses declined by $4.5 million during the quarter ended December 31, 2018 compared to the corresponding period of 2017, mainly due to a decrease in clinical trial expenditures reflecting the fact that the IVIG clinical trial for the pediatric cohort is nearing completion at the end of 2018 whereas towards the end of last year, the adult cohort still had some patients receiving doses and most of the pediatric cohort had started their participation in the trial. There was also less expenses in regards to the PLGD trial during the fourth quarter of 2018 as the main trial supporting the BLA filing was completed in 2017.

Administration, selling and marketing expenses declined by $2.1 million during the quarter ended December 31, 2018 compared to the corresponding period in 2017 mainly due to a reduction in marketing expenses.

The segment loss for Plasma-derived therapeutics was $18.5 million during the quarter ended December 31, 2018 compared to a loss of $26.1 million for the corresponding period in 2017, representing a decrease in loss of $7.6 million. The decrease in loss is mainly due to the decrease in other R&D and Administration, selling and marketing expenses.

Bioseparations segment

Revenues for the segment increased by $1.0 million for the quarter ended December 31, 2018 compared to the corresponding period of 2017. Since a higher portion of the sales in the current period was for lower margin products, the sales for the fourth quarter of 2018 contributed less to the segment’s profit than those during the fourth quarter of 2017 and the Bioseparations segment made a higher profit in that period.

 

27 of 44


Financial condition

The consolidated statements of financial position at December 31, 2018 and December 31, 2017 are presented in the following table followed by a discussion of the key changes in the statement of financial position between both dates.

 

     December 31,
2018
     December 31,
2017
 

Cash

   $ 7,389      $ 23,166  

Accounts receivable

     11,882        6,839  

Income tax receivable

     8,091        4,116  

Inventories

     12,028        36,013  

Prepaids

     1,452        2,141  
  

 

 

    

 

 

 

Total current assets

     40,842        72,275  

Long-term income tax receivable

     117        108  

Other long-term assets

     411        8,663  

Capital assets

     41,113        45,254  

Intangible assets

     19,803        156,647  

Deferred tax assets

     606        926  
  

 

 

    

 

 

 

Total assets

   $ 102,892      $ 283,873  
  

 

 

    

 

 

 

Accounts payable and accrued liabilities

   $ 31,855      $ 29,954  

Advance on revenues from a supply agreement

     —          1,901  

Current portion of long-term debt

     3,211        3,336  

Deferred revenues

     507        829  

Warrant liability

     157        —    
  

 

 

    

 

 

 

Total current liabilities

     35,730        36,020  

Long-term portion of deferred revenues

     170        —    

Long-term portion of operating and finance lease inducements and obligations

     1,850        2,073  

Other long-term liabilities

     5,695        3,335  

Long-term debt

     122,593        83,684  

Deferred tax liabilities

     —          15,330  
  

 

 

    

 

 

 

Total liabilities

   $ 166,038      $ 140,442  
  

 

 

    

 

 

 

Share capital

   $ 583,117      $ 575,150  

Contributed surplus

     21,923        16,193  

Warrants

     95,296        73,944  

Accumulated other comprehensive loss

     (1,252      (1,622

Deficit

     (755,688      (541,681
  

 

 

    

 

 

 

Equity (negative equity) attributable to owners of the parent

     (56,604      121,984  

Non-controlling interests

     (6,542      21,447  
  

 

 

    

 

 

 

Total equity (negative equity)

     (63,146      143,431  
  

 

 

    

 

 

 

Total liabilities and equity

   $ 102,892      $ 283,873  
  

 

 

    

 

 

 

Cash

Cash, decreased by $15.8 million at December 31, 2018 compared to December 31, 2017. Cash balances are directly influenced by the timing and size of financing events and operating revenues and expenditures. Cash flows and liquidity are discussed in detail further in the liquidity section.

Accounts receivable

Accounts receivable increased by $5.0 million at December 31, 2018 compared to December 31, 2017 reflecting the higher sales during the fourth quarter of 2018 compared to those in the corresponding period of 2017.

 

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Income tax receivable

Current income tax receivable increased by $4.0 million at December 31, 2018 compared to December 31, 2017 as the Company recognized additional amounts it recently claimed in regards to prior year refundable R&D tax credits on operations in the U.K. in addition to the allowable credits for 2018.

Inventories

Inventories decreased by $24.0 million at December 31, 2018 compared to December 31, 2017 principally due to the significant reduction in plasma inventory which declined by $17.5 million. In 2018 Prometic sold excess normal source plasma no longer required in near term operations and used the plasminogen work in progress inventory that existed at the December 31, 2017 for process testing runs and to supply participants in the plasminogen congenital deficiency clinical trials while they await for commercially available product. No plasminogen commercial lots were manufactured in 2018 and therefore no work in progress inventories were capitalized.

Other long-term assets and investment in an associate

Other long-term assets decreased by $8.3 million at December 31, 2018 compared to December 31, 2017. The decrease is mainly due to the collection of a $1.9 million long-term receivable that was acquired as part of the Telesta Therapeutics Inc. business combination, the reclass of $1.2 million of equity investment in accordance with IFRS 9 to the investment in an associate (see below) and the expensing of all the capitalized deferred financing costs following the debt modification that occurred November 2018, resulting in the extinguishment of the previously recorded debt together with any fees still carried on the statement of financial position. In addition to this, the fair value of the investment in convertible debt of ProThera was evaluated to approximate $Nil at December 31, 2018 and the decline in fair value was recorded during the fourth quarter of 2018.

The Company has an investment in common shares of ProThera over which management estimates it has significant influence since August 2018. As such, ProThera is considered an associate and consequently, the equity investment is accounted for using the equity method. Following this determination, an amount of $1.2 million representing the investment in common shares of ProThera that was previously presented under other long-term assets was reclassified as an investment in an associate. During the fourth quarter of 2018 the Company recorded a full impairment of this investment.

Capital assets

Capital assets decreased by $4.1 million at December 31, 2018 compared to December 31, 2017. The decrease is mainly due to the impairment of IVIG equipment to its fair value less cost to sell during the fourth quarter of 2018.

Intangible assets

The carrying amount of intangible assets was $19.8 million at December 31, 2018 compared to $156.6 million at December 31, 2017, a decrease of $136.8 million. The decrease is mainly due the impairment loss of $142.6 million on IVIG intangible assets during the fourth quarter of 2018 as mentioned earlier.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities increased by $1.9 million at December 31, 2018 compared to December 31, 2017, despite the reduction of operating expenditures as aging of supplier invoices increased due to the limited liquidity position.

Advance on revenues from a supply agreement

The advance on revenues from a supply agreement was repaid in full during the quarter ended September 30, 2018 which puts an end to this arrangement.

 

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Long-term debt

The carrying amount of the long-term debt was $125.8 million at December 31, 2018 compared to $87.0 million at December 31, 2017, an increase of $38.8 million. The increase is primarily due to the US$60.0 million drawn on the Credit Facility which occurred throughout the year and from the interest accretion during the year causing increases in the carrying amount of the long-term debt of $71.7 million and $18.9 million, respectively. Following modifications to the terms of the four loan agreements in November 2018 whereby the terms of the loans were all extended to September 30, 2024, the Company proceeded to account for this transaction as the extinguishment of pre-modification loans and a recognition of the loans under the modified terms. The net impact of the modifications was a decrease in the carrying amount of these loans by $47.4 million. Details of the subsequent events pertaining to the long-term debt are provided in the “Events subsequent to year end 2018” section of this MD&A.

Warrant liability

A warrant liability of $0.3 million was recognized as consideration for the modification of the terms of the loan agreements. The Company has a commitment to issue warrants, referred to as Warrants #9, to SALP on or before March 15, 2019. At December 31, 2018, these warrants were not issued and the exact number of warrants to be issued will be based on the number of warrants necessary to increase the ownership of SALP to 19.99% of the common shares on a fully diluted basis at the date of issuance. The warrants are exercisable at a price of $1 per share and will expire eight years after their date of issuance. The Warrants #9 do not meet the definition of an equity instrument since the underlying preferred shares qualify as a liability instrument, and therefore they must be accounted for as a financial instrument carried at Fair Value through Profit and Loss (“FVPL”). At December 31, 2018, the fair value of warrant liability declined to $0.2 million. Details of the subsequent events pertaining to the Warrant liability are provided in the “Events subsequent to year end 2018” section of this MD&A.

Deferred tax liabilities

Deferred tax liabilities decreased by $15.3 million at December 31, 2018 compared to December 31, 2017 mainly due to the reversal of the deferred tax liabilities pertaining to the NantPro license on which an impairment was recorded during the fourth quarter of 2018. This was partially offset by the reversal of previously recognized deferred tax assets relating to unused tax losses attributable to Prometic has a partner in NantPro.

Share Capital

Share capital increased by $8.0 million at December 31, 2018 compared to December 31, 2017 mainly due to the issuance of common shares for the acquisition of the non-controlling shareholders 13% interest in Prometic Bioproduction Inc. in exchange for 4,712,422 common shares at $3.6 million and the acquisition of licenses and an option to buy equipment, the total valued at $2.0 million. The remainder of the increase is due to the issuance of shares from the ATM agreement and the exercise of stock options.

Contributed surplus

Contributed surplus increased by $5.7 million at December 31, 2018 compared to December 31, 2017. The increase is principally due to the recognition of share-based payment expense of $6.7 million during the year ended December 31, 2018, partially offset by the exercise of stock options and share issued pursuant to the restricted share unit plan.

Warrants

Warrants increased by $21.4 million at December 31, 2018 compared to December 31, 2017 mainly due to the issuance of 4,000,000 warrants valued at $1.7 million for the acquisition of a license, the recognition of the fair value of the 34,000,000 Warrants #7, for a value $11.2 million, which were issued on November 30, 2017 pursuant to entering into a Credit Facility agreement and vested during the year as the Company drew on the Credit Facility, and the increase in fair value of the warrants given to SALP as part of the November 2018 debt modification of $8.4 million.

 

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Non-Controlling Interests (“NCI”)

Non-controlling interests decreased by $28.0 million at December 31, 2018 compared to December 31, 2017. The variation in the NCI between December 31, 2018 and December 31, 2017 is shown below:

 

Balance at December 31, 2017

   $ 21,447  

Share in losses

     (42,530

Share in Prometic’s funding of NantPro

     2,892  

Derecognition of the NCI in Prometic Bioproduction Inc.

     11,649  
  

 

 

 

NCI balance at December 31, 2018

   $ (6,542
  

 

 

 

In April 2018, the Company and the non-controlling shareholders of Prometic Bioproduction Inc. entered into an agreement whereby Prometic would acquire the non-controlling shareholders 13% interest in the subsidiary in exchange for 4,712,422 common shares of the Company. The difference of $15.3 million between the value of the equity issued in payment of the 13% ownership acquired of $3.6 million and the value of the total net liabilities attributed to the NCI at the date of the transaction of $11.6 million that was derecognized from the statement of financial position, was recognized in the deficit to reflect Prometic’s increase in the ownership of the subsidiary.

During the fourth quarter of 2018, an impairment loss of $141.0 million was recorded on the NantPro license of which the share of the loss of the non-controlling interest in NantPro was $38.1 million.

Cash flow analysis

The consolidated statements of cash flows for the year ended December 31, 2018 and the comparative period in 2017 are presented below.

 

     Year ended December 31,  
     2018      2017  

Cash flows used in operating activities

     (82,454    $ (122,573

Cash flows from financing activities

     72,158        117,452  

Cash flows from (used in) investing activities

     (5,859      1,119  
  

 

 

    

 

 

 

Net change in cash during the year

     (16,155      (4,002

Net effect of currency exchange rate on cash

     378        (638

Cash, beginning of the year

     23,166        27,806  
  

 

 

    

 

 

 

Cash, end of the year

     7,389      $ 23,166  
  

 

 

    

 

 

 

Cash flow used in operating activities decreased by $40.1 million during the year ended December 31, 2018 compared to the same period in 2017. The decrease is due mainly as a result of inflows from the sale of normal source plasma in 2018, the utilisation of other inventories which had been capitalized at December 31, 2017, the reduced spending in clinical and pre-clinical studies and marketing, and a reduction in plasminogen inventory build that occurred in 2017 in preparation for commercialisation.

Cash flows from financing activities decreased by $45.3 million during the year ended December 31, 2018 compared to the same period in 2017. Although the proceeds received from the issuance of debt and warrants under the Credit Facility during 2018 were higher by $28.4 million than in 2017, there were small proceeds from shares issued under the ATM facility and no proceeds from the exercise of future investment rights in 2018 whereas future investment rights and proceeds from share issuances contributed $74.2 million in financing in 2017.

Through December 31, 2018, the Company has issued a total of 1,946,000 common shares at an average price of $0.39 per share under the ATM for aggregate gross proceeds of $0.8 million and total net proceeds of $0.7 million.

 

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Cash flows from investing activities decreased by $7.0 million during the year ended December 31, 2018 compared to the same period in 2017. In 2017, the Company sold marketable securities and short-term investments of $11.1 million while there was no such sale in 2018. This decrease in inflows was partially offset by a reduction in payments for the acquisition of capital assets.

LIQUIDITY AND CONTRACTUAL OBLIGATIONS

During the year, the Company was faced with delays to certain expected high-value milestones which resulted in a significant shortfall in the cash inflows it had anticipated would support its R&D activities in 2018 and 2019. The Company had also believed that it would have started selling RyplazimTM by now which would have made a significant contribution to its financial situation.

Since the beginning of 2018, the Company has monitored its risk of shortage of funds by monitoring forecasted and actual cash flows and maturity dates of existing financial liabilities and commitments and has actively managed its capital to ensure a sufficient liquidity position to finance its operations, including cost of revenue, general and administrative expenses, working capital as well as R&D and overall capital expenditures. Over the last few quarters, the Company has identified and undertaken a number of restructuring measures with the objective of improving future earnings, reducing ongoing operating costs and enhancing the Company’s ability to raise financing.

Despite these initiatives, the Company fully utilized the existing Credit Facility by the end of 2018. The Company actively attempted to close different financing transactions during 2018 but was unsuccessful. It became clear over the course of the year, that the maturity of the Credit Facility in November 2019 and the OID loans in July 2022 were a concern for future investors. As such it became imperative that the Company extend the maturity dates of its loans. In November 2018, the Company and SALP modified the Credit Facility and loan agreements to extend their maturity to September 2024, subject to compliance with applicable covenants and servicing obligations. It also implemented an ATM equity distribution agreement to provide short-term operating funds however these are not sufficient facilities to finance long term goals, resulting in a financial position that needs to be rapidly improved. At December 31, 2018, the Company’s working capital is a surplus of $5.5 million.

In February and in March 2019, SALP agreed to extend an aggregate principal amount of up to US$15 million under the loan facility entered into with SALP in November 2017, structured by way of a US$10 million first tranche and a US$5 million second tranche, which the Company drew on February 22 and March 22, 2019, respectively. On April 23, 2019, the Company completed a debt restructuring with its principal lender SALP whereby almost all of its long-term debt was converted into common shares of the Company, and common shares were issued following two private placements for gross proceeds of $75.0 million. In June the Rights Offering to shareholders generating gross proceeds of $39.4 million.

Looking ahead, there are several transactions that may generate additional cash inflows that will support the ongoing operation expenditures such as:

 

   

the Company is in ongoing discussions with potential licensees of its drug pipeline. Any such discussions may lead to the conclusion of a licensing transaction which could generate a combination of licensing, milestone and royalty revenues;

 

   

The monetization of non-core assets; and

 

   

The Company is currently planning and taking steps to prepare itself for a NASDAQ listing that would be completed within the earliest timeline possible. Assuming favorable market conditions, financing from this exchange could occur.

 

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Despite the Company’s efforts to obtain the necessary funding, there can be no assurance of its access to further financing. Therefore, the use of the going concern assumption, on which the annual audited consolidated financial statements as at December 31, 2018 are prepared, may not be appropriate as Prometic’s main activities continue to be in the R&D stage and during the 12 months ended December 31, 2018, the Company incurred a net loss of $237.9 million and used $82.5 million in cash for its operating activities, while at December 31, 2018, the current assets net of current liabilities is a surplus of $5.5 million. These circumstances indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern without a significant restructuring and/or financing. The annual audited consolidated financial statements for the quarter and twelve months ended December 31, 2018 do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

Financial obligations

The timing and expected contractual outflows required to settle the financial obligations of the Company recognized in the consolidated statement of financial position at December 31, 2018 are presented in the table below:

 

            Contractual Cash flows  

At December 31, 2018

   Carrying
amount
     Payable
within 1 year
     2 - 3 years      Later than
4 years
     Total  

Accounts payable and accrued liabilities 1)

   $ 26,011      $ 26,011      $ —        $ —        $ 26,011  

Long-term portion of royalty payment obligations

     3,009        —          3,469        354        3,823  

Long-term license acquisition payment obligation

     1,363        —          1,363        —          1,363  

Long-term portion of other employee benefit liabilities

     993        —          993        —          993  

Long-term debt 2)

     125,804        12,588        18,776        268,261        299,625  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 157,180      $ 38,599      $ 24,601      $ 268,615      $ 331,815  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1) 

Excluding $5.8 million for current portion of operating and finance lease inducement and obligations.

2) 

Under the terms of the OID loans and the non-revolving line of credit, the holder of Warrants #2, 8 and 9 may decide to cancel a portion of the face values of these loans as payment upon the exercise of these warrants. The maximum repayment due on these loans has been included in the above table.

In addition to the above, the Company must make the following payments under finance lease agreements that became effective during the year ended December 31, 2018:

 

     Within 1 year      2 - 5 years      Total  

Future minimum lease payments

   $ 415      $ 485      $ 900  

Details of subsequent events that have impacted the financial obligations of the Company are provided in the “Events subsequent to year end 2018” section of this MD&A.

Commitments

CMO Lease

In May 2015, the Company signed a long-term manufacturing contract with a third party which provides the Company with additional manufacturing capacity (“the CMO contract”). The payments under the CMO contract cover the use of the production facility, a specified number of direct and indirect labour hours and the related overhead expense during a minimum of 20 weeks per year, until 2030. The term of the agreement will be automatically extended after the initial term for successive terms of five years, unless a notification of termination is produced by one of the parties. The annual minimum payments under the agreement are subject to escalation annually calculated as the greatest of 3% or the Industrial Product Price / Pharmaceutical and Medicine Manufacturing index under the North American Industry Classification System. The annual payments are also subject to an adjustment calculated as 50% of the exchange rate between the U.S. dollar and the Canadian dollar at December 31st of each year.

 

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The following table represent the future minimum operating lease payment as of December 31, 2018:

 

     Within 1 year      2 - 5 years      Later than
5 years
     Total  

Future minimum operating lease payment

   $ 3,572      $ 15,393      $ 28,271      $ 47,236  

The above payments include non-lease elements pertaining to the arrangement as it was impracticable to separate the operating expenses from the lease payment.

Other Leases

The Company has total commitments in the amount of $27.7 million under various operating leases for the rental of offices, production plant, laboratory space and office equipment. The payments for the coming years and thereafter are as follows:

 

2019

   $ 4,043  

2020

     4,162  

2021

     3,710  

2022

     3,626  

2023 and thereafter

     12,200  
  

 

 

 
   $ 27,741  
  

 

 

 

Royalties

SALP, the long-term debt holder, a company who has significant influence over the Company, has a right to receive a 2% royalty on future revenues relating to patents existing as of the date of the agreement of PBI-1402 and analogues, including PBI-4050. The obligation under this royalty agreement is secured by all the assets of the Company until the expiry of the last patent anticipated in 2033.

In the normal course of business, the Company enters into license agreements for the market launching or commercialization of products. Under these licenses, including the ones mentioned above, the Company has committed to pay royalties ranging generally between 0.5% and 15.0% of net sales from products it commercializes and 3% of license revenues in regards to certain small-molecule therapeutics.

Other commitments

In connection with the CMO contract, the Company has committed to a minimum spending between $7.0 million and $9.0 million each year from 2019 to 2030 (the end of the initial term). As of December 31, 2018, the remaining payment commitment under the CMO contract was $97.7 million or $50.5 million after deduction of the minimum lease payments under the CMO contract disclosed above.

The Company has entered into multiple plasma purchase agreements whereby it has committed to purchase varying volumes of plasma until December 31, 2022. As at December 31, 2018, total commitment are as follows:

 

2019

   $ 8,853  

2020

     20,281  

2021

     30,422  

2022

     5,152  

2023 and thereafter

     —    
  

 

 

 
   $ 64,708  
  

 

 

 

In February 2019, the Company renegotiated the purchase commitment with one of its suppliers reducing the commitment for 2019, 2020 and 2021 by $5.0 million, $10.1 million and $15.1 million, respectively. Any plasma purchased under these agreements, if in excess of short-term requirements, would be available for sale on the spot market.

 

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SELECTED ANNUAL INFORMATION

The following table presents selected audited annual information for the years ended December 31, 2018, 2017 and 2016.

 

     2018      2017      2016  

Revenues

   $ 47,374      $ 39,115      $ 16,392  

Net loss attributable to owners of the parent

     (195,366      (109,731      (100,807

Net loss per share attributable to owners of the parent (basic and diluted)

     (235.95      (137.85      (141.91

Total assets

     102,892        283,873        265,294  

Total long-term financial liabilities

   $ 126,965      $ 86,735      $ 45,106  

The mix and the amounts generated from the four main sources of revenues of the Company, namely revenues from the sale of goods, milestone and licensing revenues, revenues from the rendering of services and rental revenue has shown a lot of variability over the last three years. Revenues from the sales of goods increased by $3.6 million in 2017 compared to 2016 whereas they have increased by $29.1 million during 2018. The important increase in sales of goods in 2018 was mainly due to the sale of excess inventories of normal sources plasma, which are not anticipated to reoccur. Milestone and licensing revenues were $19.7 million in 2017. There were no milestone and licensing revenues earned in 2016 or 2018. Revenues from the rendering of services revenues decreased from $3.4 million in 2016 to $1.9 million in 2017 and then decreased to $1.3 million in 2018. Finally, the Company earned incidental rental revenues in all three years.

The net loss attributable to the owners of the parent increased significantly by $85.6 million from 2017 to 2018 due to the impact of two key events: 1) the recording of impairment losses totalling $150.0 million which were partially offset by 2) the recognition of a gain on extinguishments of liabilities of $33.6 million following the modifications to the Credit Facility and OID loans in November 2018. R&D expenses declined by $8.7 million or 8% from the previous year while financing cost increased by $14.1 million.

The net loss attributable to the owners of the parent increased by $8.9 million from 2016 to 2017 mainly due to the increase in the R&D expenses by $12.8 million reflecting an increase in the number of employees involved in the clinical trials, regulatory processes and other research activities. The milestone and licensing revenues recorded during the year ended December 31, 2017 were written-off entirely effectively negating the contribution of those revenues.

The net loss per share on a basic and diluted basis reflects the changes in the net loss attributable to the owner of the parent but also the increasing number of common shares outstanding from year to year. In 2017 and 2016 basic and diluted net loss per share remained at similar level despite the increase in net loss since because of the important increase in the weighted average number of outstanding shares which went from 598 million in 2016 to 684 million in 2017. In 2018 basic and diluted net loss per share increased significantly in line with the net loss attributable to owners of the parent.

Total assets increased by $18.6 million from $265.3 million at December 31, 2016 to $283.9 million at December 31, 2017 mainly due to the build-up of inventory in preparation of the commercial launch of plasminogen. Total assets decreased to $103.0 million at December 31, 2018 mainly due to the impairment losses recognized on intangible assets, namely the NantPro license, the reduction in inventories and cash.

Long-term financial liabilities increased by $41.6 million between 2016 and 2017 mainly due to the increase in debt reflecting the drawdown on the Credit Facility and the increase in the carrying value of the long-term debt by $18.4 million following issuance of the third OID loan in April 2017 pursuant to a financing transaction with SALP. From 2017 to 2018 long-term financial liabilities increased by $40.2 million mainly due to the increase in debt of $71.7 million from the drawdowns on the Credit Facility. This increase was partially offset by the impact of the debt repayment terms modification which reduced the long-term debt by $47.4 million.

 

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SUMMARY OF QUARTERLY RESULTS

The following table presents selected quarterly financial information for the last eight quarters:

 

            Net loss attributable
to the owners of the parent
 

Quarter ended

   Revenues      Total      Per share
basic & diluted
 

December 31, 2018

   $  10,597      $ (102,953    $ (124.04

September 30, 2018

     12,330        (28,472      (34.30

June 30, 2018

     20,155        (32,270      (38.97

March 31, 2018

     4,292        (31,671      (38.44

December 31, 2017

     6,596        (38,279      (46.57

September 30, 2017

     24,034        (15,542      (19.05

June 30, 2017

     3,619        (29,513      (37.80

March 31, 2017

     4,866        (26,397      (34.55

Revenues from period to period may vary significantly as these are affected by the timing and shipment of orders for goods as well as the timing of the delivery of research services under agreements. Revenues are also impacted by the timing of signing licensing agreements, the achievement of milestones established in these agreements and how these revenues are recognized for accounting purposes. The timing of the revenue and expense recognition can cause significant variability in the results from quarter to quarter.

Revenues were $4.9 million during the quarter ended March 31, 2017, which represents an increase of $0.8 million compared to the previous quarter ended December 31, 2016. R&D and administration, selling and marketing expense were at $24.4 million and $6.9 million, respectively, both decreasing compared to the fourth quarter of 2016. The decline in R&D expense were mainly due to lower clinical trial expenses and a reduction in the cost of manufacturing therapeutics used for R&D activities as our Plasma-derived therapeutics segment started manufacturing plasminogen for commercial purposes, and these costs were capitalized in inventories.

Revenues were $3.6 million during the quarter ended June 30, 2017 as a result of lower sales of affinity resins. R&D was stable at $24.5 million and administration, selling and marketing expenses at $8.1 million was higher by $1.1 million.

Revenues were $24.0 million during the quarter ended September 30, 2017 mainly driven by licensing and milestone revenues following the signing of a small molecule licensing agreement which resulted in $19.7 million of revenue for the Company. R&D and administration, selling and marketing expense were $23.2 million and $7.7 million respectively, remaining at similar levels to the prior quarter. A non-cash loss on extinguishments of liabilities of $4.2 million was recorded as the holder of the long-term debt decided to reduce the face value of the loan in consideration of the shares they received pursuant to a private placement that occurred in July 2017.

Revenues during the quarter ended December 31, 2017 were $6.6 million, of which the majority was driven by product sales and service revenues from the Bioseparations segment. Research and development and administration, selling and marketing expense were $28.2 million and $8.8 million respectively. The increase in R&D costs of $5.0 million compared to the previous quarter is mainly due to higher expense relating to cost of therapeutics to be used in clinical trials, an increase in the external cost incurred in running the trials and higher salary and benefit expenses. Administration, selling and marketing expenses were slightly higher by $1.1 million principally due to higher salary and benefit expenses. During the quarter, the Company recognized a bad debt expense of $20.5 million, effectively offsetting the milestone and licensing revenues earned during the previous quarter.

 

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Revenues were $4.3 million during the quarter ended March 31, 2018 of which $3.8 million came from product sales. Cost of sales and other production expenses were high reflecting lower margins on the products sold during the period and an inventory write-off on a portion of the plasma held in inventory to net realisable value in advance of a sales transaction to take place during the next quarter but for which the selling price had been settled in advance. R&D expenses at $22.4 million were lower by $5.8 million and administration, selling and marketing expenses also declined by $1.1 million compared to the previous quarter. Financing cost increased to $4.2 million reflecting the higher debt level and the higher borrowing cost of the Credit Facility.

Revenues during the quarter ended June 30, 2018 were $20.2 million, of which the majority was driven by a $14.0 million sale of plasma. Sales of product from the Bioseparations segment made up most of the remaining revenues reflecting strong sales for that segment. Cost of sales and other production expenses were $16.4 million reflecting the sale of plasma. R&D expenses at $24.0 million increased slightly over the previous quarter while administration, selling and marketing expense decreased slightly to $6.9 million. Financing cost increased to $6.3 million reflecting the continuous increase in the debt level and the higher borrowing cost of the Credit Facility.

Revenues during the quarter ended September 30, 2018 were $12.3 million, which were equally driven by sales from Plasma-derived therapeutics and Bioseparations segments. Sales from the Plasma-derived segment included normal source plasma in the amount of $5.7 million. Cost of sales and other production expenses were $9.2 million. R&D expenses at $24.1 million were similar to the previous quarter while administration, selling and marketing expenses decreased slightly to $6.2 million. Financing cost at $5.9 million, continued to increase reflecting the higher debt level as the Company continued to draw on the Credit Facility.

Revenues during the quarter ended December 31, 2018 were $10.6 million, which was driven by strong sales from the Bioseparations segment and another sale of normal source plasma of $3.1 million in Plasma-derived therapeutics segment. Cost of sales and other production expenses were $7.6 million. R&D expenses decreased slightly to $21.1 million while administration, selling and marketing expenses increased to $8.8 million, impacted by severance expenses. Financing cost increased to $6.6 million reflecting the higher debt level and the higher borrowing cost of the Credit Facility. During the quarter, a gain on extinguishment of liabilities of $34.9 million was recorded as a result of the modifications to the Company’s long-term debt. Impairments, mainly pertaining to IVIG assets totalling $150.0 million were recognized following changes to the strategic plans which will delay the commercialisation of IVIG significantly.

OUTSTANDING SHARE DATA

The Company is authorized to issue an unlimited number of common shares. At November 6, 2019, 23,313,164 common shares, 2,116,516 options to purchase common shares, 17,817 restricted share units and 173,012 warrants to purchase common shares were issued and outstanding.

 

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TRANSACTIONS BETWEEN RELATED PARTIES

The former CEO had a share purchase loan outstanding in the amount of $400,000 at December 31, 2018 and 2017. The loan bears interest at prime plus 1% and had a maturity date of the earlier of (i) March 31, 2019 or (ii) 30 days preceding a targeted NASDAQ or NYSE listing date of Prometic’s shares. During the year ended December 31, 2018, the Company earned interest revenues in the amount of $19,000 and at December 31, 2018, the unpaid interest was $31,000.

Details pertaining to subsequent events relating to the share purchase loan outstanding to the former CEO are provided in the “Events subsequent to year end 2018” section of this MD&A.

SIGNIFICANT JUDGMENTS AND CRITICAL ACCOUNTING ESTIMATES

Significant judgments

Accounting for loan modifications – When the terms of a loan are modified, management must evaluate whether the terms of the loan are substantially different in order to determine the accounting treatment. If they are considered to be substantially different, the modification will be accounted for as a derecognition of the carrying value of the pre-modified loan and the recognition of a new loan at its fair value. Otherwise, the changes will be treated as a modification which will result in adjusting the carrying amount to the present value of the modified cash flows using the original effective interest rate of the loan instrument. In assessing whether the terms of a loan are substantially different, Management performs an analysis of the changes in the cash flows under the previous agreement and the new agreement and also considers other modifications that have no cash flow impacts. In the context of the simultaneous modification to the terms of several loans with the same lender, Management uses judgment to determine if the cash flow analysis should be performed on the loans in aggregate or individually. Judgment is also used to evaluate the relative importance of additional rights given to the lender such as additional Board of Director seats and the extension of the term of the security compared to the quantitative analysis.

Revenue recognition – The Company does at times enter into revenue agreements which provide, among other payments, up-front and milestone payments in exchange for licenses and other access to intellectual property. It may also enter into several agreements simultaneously that are different in nature such as license agreements, R&D services, supply and manufacturing agreements. In applying the IFRS 15 revenue recognition model, management may be required to apply, depending on the contracts, significant judgment including the identification of performance obligations.

Determining whether performance obligations are distinct involves evaluating whether the customer can benefit from the good or service on its own or together with other resources that are readily available to the customer. Once the distinct performance obligations are identified, management must then determine if each performance obligation is satisfied at a point in time or over time. For license agreements, this requires management to assess the level of advancement of the intellectual property being licensed.

Functional currency – The functional currency of foreign subsidiaries is reviewed on an ongoing basis to assess if changes in the underlying transactions, events and conditions have resulted in a change. During the years ended December 31, 2018 and 2017 no changes were deemed necessary. This assessment is also performed for new subsidiaries. When assessing the functional currency of a foreign subsidiary, management’s judgment is applied in order to determine, amongst other things, the primary economic environment in which an entity operates, the currency in which the activities are funded and the degree of autonomy of the foreign subsidiary from the reporting entity in its operations and financially. Judgment is also applied in determining whether the inter-company loans denominated in foreign currencies form part of the parent Company’s net investment in the foreign subsidiary. Considering such loans as part of the net investment in the foreign subsidiary results in foreign currency translation gains or losses from the translation of these loans being recorded in other comprehensive loss instead of the statement of operations.

 

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Going concern – In assessing whether the going concern assumption is appropriate and whether there are material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern, management must estimate future cash flows for a period of at least twelve months following the end of the reporting period by considering relevant available information about the future. Management has considered a wide range of factors relating to expected cash inflows such as product sales, whether the Company will obtain regulatory approval for commercialization of therapeutics, licensing and milestone revenues and potential sources of debt and equity financing including the exercise of in-the-money warrants and options. Management has also estimated expected cash outflows such as operating and capital expenditures and debt repayment schedules, including the ability to delay uncommitted expenditures. These cash flow estimates are subject to uncertainty.

Estimates and assumptions

Assessing the recoverable amount of long-lived assets – In determining the value in use and the fair value less cost to sell for the IVIG CGU, which includes the NantPro license, an intangible asset not yet available for use that must be tested for impairment annually or when indicators of impairment arise. Management must make estimates and assumptions regarding the estimated future cash flows and their timing including the amount and timing of the capital expenditure investments necessary to increase manufacturing capacities and to bring the facilities to Good Manufacturing Practices (“GMP”) standards, when production capacities will come on-line, production costs, market penetration and selling prices for the Company’s therapeutics and, the date of approval of the therapeutic for commercial sale. The future cash flows are estimated using a five-year projection of cash flows before taxes which are based on the most recent budgets and forecasts available to the Company. If the projections include revenues in the fifth year, then this year is extrapolated, using an expected annual growth rate. The estimated cash flows are then discounted to their net present value using a pre-tax discount rate that includes a risk premium specific to the line of business. During the year ended December 31, 2018, the Company recorded several impairments and the details are provided in note 24 Impairment losses of the consolidated financial statements for the year ended December 31, 2018.

Expense recognition of restricted share units – The RSU expense recognized, for which performance conditions have not yet been met, is based on an estimation of the probability of successful achievement of a number of performance conditions, many of which depend on research, regulatory process and business development outcomes which are difficult to predict, as well as the timing of their achievement. The final expense is only determinable when the outcome is known.

Fair value of financial instruments – The individual fair values attributed to the different components of a financing transaction, are determined using valuation techniques. Management uses judgment to select the methods used to determine certain inputs/assumptions used in the models and the models used to perform the fair value calculations in order to determine 1) the values attributed to each component of a transaction at the time of their issuance, 2) the fair value measurements for certain instruments that require subsequent measurement at fair value on a recurring basis and 3) for disclosing the fair value of financial instruments subsequently carried at amortized cost. When the determination of the fair value of a new loan is required, discounted cash flow techniques, which include, inputs that are not based on observable market data and inputs that are derived from observable market data are used. When determining the appropriate discount rates to use, Management seeks comparable interest rates where available. If unavailable, it uses those considered appropriate for the risk profile of a Company in the industry.

The fair value estimates could be significantly different because of the use of judgment and the inherent uncertainty in estimating the fair value of these instruments that are not quoted in an active market.

 

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Valuation of deferred income tax assets – To determine the extent to which deferred income tax assets can be recognized, management estimates the amount of probable future taxable profits that will be available against which deductible temporary differences and unused tax losses can be utilized. Management exercises judgment to determine the extent to which realization of future taxable benefits is probable, considering the history of taxable profits, budgets and forecasts and availability of tax strategies.

CHANGES IN ACCOUNTING POLICIES AND INITIAL ADOPTION

The accounting policies used in the consolidated financial statements are consistent with those applied by the Company in its December 31, 2017 audited annual consolidated financial statements except for the amendments to certain accounting standards which are relevant to the Company and were adopted by the Company as of January 1, 2018 as described below.

IFRS 9, Financial Instruments – Recognition and Measurement

IFRS 9 replaces the provisions of IAS 39, Financial Instruments – Recognition and Measurement, and provides guidance on the recognition, classification and measurement of financial assets and financial liabilities, the derecognition of financial instruments, impairment of financial assets and hedge accounting.

The Company adopted IFRS 9 as of January 1, 2018 and the new standard has been applied retrospectively in accordance with the transitional provisions of IFRS 9. The following table presents the carrying amount of financial assets held by Prometic at December 31, 2017 and their measurement category under IAS 39 and the new model under IFRS 9.

 

     IAS 39      IFRS 9  
     Measurement
category
     Carrying
amount
     Measurement
category
     Carrying
amount
 

Cash

     FVPL      $ 23,166        Amortized cost      $ 23,166  

Trade receivables

     Amortized cost        1,796        Amortized cost        1,796  

Other receivables

     Amortized cost        397        Amortized cost        397  

Restricted cash

     FVPL        226        Amortized cost        226  

Long-term receivables

     Amortized cost        1,856        Amortized cost        1,856  

Equity Investments

     Cost        1,228        FVPL        1,228  

Convertible debt

     Cost        87        FVPL        87  

There has been no impact caused by the new classification of financial assets under IFRS 9. The classification of all financial liabilities at amortized cost remains unchanged as well as their measurement resulting from their classification.

Under IFRS 9, modifications to financial assets and financial liabilities, shall be accounted for by recalculating the present value of the modified contractual cashflows at the original effective interest rate and the adjustment shall be recognized as a gain or loss in profit or loss. Under IAS 39, the impact of modifications was recognized prospectively over the remaining term of the debt.

The adoption of the accounting for modifications under the new standard has resulted in the restatement of the opening deficit and the long-term debt at January 1, 2018 as follows:

 

Deficit

   $ 110  

Long-term debt

     (110

IFRS 15, Revenue from contracts with customers

IFRS 15 replaces IAS 11, Construction Contracts, and IAS 18, Revenue and related interpretations and represents a new single model for recognition of revenue from contracts with customers. The model features a five-step analysis of transactions to determine the nature of an entity’s obligation to perform and whether, how much, and when revenue is recognized.

 

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The Company adopted IFRS 15 as of January 1, 2018 and the new standard has been applied retrospectively using the modified retrospective approach, where prior periods are not restated and the cumulative effect of initially applying this standard is recognised in the opening deficit balance on January 1, 2018. The Company has also availed itself of the following practical expedients:

 

   

the standard was applied retrospectively only to contracts that were not completed on January 1, 2018; and

 

   

for contracts that were modified before January 1, 2018, the Company analysed the effects of all modifications when identifying whether performance obligations were satisfied, determining the transaction price and allocating the transaction price to the satisfied or unsatisfied performance obligations.

There has been no impact of the adoption of IFRS 15 as at January 1, 2018 and for the year end December 31, 2018.

IFRIC 22, Foreign Currency Transactions and Advance Consideration (“IFRIC 22”)

IFRIC 22 addresses how to determine the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) and on the derecognition of a non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration in a foreign currency. IFRIC 22 is effective for annual periods beginning on or after January 1, 2018. The Company adopted IFRIC 22 retrospectively on January 1, 2018. The adoption of the standard did not have a significant impact on the financial statements.

NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

The IFRS accounting standards and interpretations that the Company reasonably expects may have a material impact on the disclosures, the financial position or results of operations of the Company when applied at a future date are presented below. The Company intends to adopt these standards when they become effective.

IFRS 16, Leases (“IFRS 16”)

In January 2016, the IASB issued IFRS 16, a new standard that replaces IAS 17, Leases. IFRS 16 provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, unless the lease term is less than 12 months or the underlying asset has a low value. IFRS 16 substantially carries forward the lessor accounting in IAS 17 with the distinction between operating leases and finance leases being retained. Effective January 1, 2019, the Company adopted IFRS 16 using the modified retrospective approach and accordingly the information presented for 2018 has not been restated. The Company has elected the option to measure the right-of-use assets at an amount equal to the lease liability at the date of the transition, adjusted for any prepaid and liability existing at the date of transition. The table below shows which line items of the consolidated financial statements were affected by the adoption of IFRS 16 and the impact. There was no net impact on the deficit.

 

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     As reported as at
December 31, 2018
     Adjustments
for the transition
to IFRS 16
     Balance as at
January 1, 2019
 

Assets

        

Prepaids

   $ 1,452      $ (84    $ 1,368  

Capital assets

     41,113        (1,043      40,070  

Right-of-use assets

     —          39,149        39,149  

Liabilities

        

Accounts payable and accrued liabilities

   $ 31,855      $ (2,499    $ 29,356  

Current portion of lease liabilities

     —          8,575        8,575  

Long-term portion of lease liabilities

     —          34,126        34,126  

Long-term portion of operating and finance lease inducements and obligations

     1,850        (1,850      —    

Other long-term liabilities

     5,695        (330      5,365  

FINANCIAL INSTRUMENTS

Use of financial instruments

The financial instruments that are used by the Company result from its operating and investing activities, namely in the form of accounts receivables and payables, and from its financing activities, usually in the issuance of long-term debt. The Company does not use financial instruments for speculative purposes and has not issued or acquired derivative financial instruments for hedging purposes. The following table presents the carrying amounts of the Company’s financial instruments at December 31, 2018 and 2017.

 

     2018      2017  

Financial assets

     

Cash

   $ 7,389      $ 23,166  

Trade receivable

     7,371        2,193  

Restricted cash

     245        226  

Long-term receivables

     142        1,856  

Equity investments in scope of IFRS 9

     24        1,228  

Convertible debt

     —          87  

Financial liabilities

     

Trade payable

     21,097        19,333  

Wages and benefits payable

     1,975        6,839  

Settlement fee payable

     102        190  

Royalty payment obligations

     3,077        2,963  

License acquisition payment obligation

     2,726        —    

Advance on revenues from a supply agreement

     —          1,901  

Warrant liability

     157        —    

Long-term debt

     125,804        87,020  

Impact of financial instruments in the consolidated statements of operations

The following line items in the consolidated statement of operations for the years ended December 31, 2017 and 2018 include income, expense, gains and losses relating to financial instruments:

 

   

Bad debt expense;

 

   

finance costs;

 

   

foreign exchange gains and losses;

 

   

loss (gain) on extinguishments of liabilities;

 

   

fair value variation of warrant liability; and

 

   

change in fair value of financial assets measured at FVPL.

Financial risk management

The Company has exposure to credit risk, liquidity risk and market risk. The Company’s Board of Directors has the overall responsibility for the oversight of these risks and reviews the Company’s policies on an ongoing basis to ensure that these risks are appropriately managed.

 

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i) Credit risk:

Credit risk is the risk of financial loss to the Company if a customer, partner or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s cash, investments, receivables and share purchase loan to a former officer. The carrying amount of the financial assets represents the maximum credit exposure.

The Company mitigates credit risk through its reviews of new customer’s credit history before extending credit and conducts regular reviews of its existing customers’ credit performance. The Company evaluates at each reporting period, the lifetime expected credit losses of its accounts receivable balances based on the age of the receivable, credit history of the customers and past collection experience.

In 2017, the Company recorded bad debt expense of $20.5 million in regard to the JRP license agreement during the fourth quarter and the year ended December 31, 2017.

ii) Liquidity risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages its liquidity risk by continuously monitoring forecasts and actual cash flows. The Company’s current liquidity situation is discussed in the liquidity and contractual obligation section of this MD&A.

iii) Market risk:

Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Company’s income or the value of its financial instruments.

a) Interest risk:

The majority of the Company’s debt is at a fixed rate, therefore there is limited exposure to changes in interest payments as a result of interest rate risk.

b) Foreign exchange risk:

The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company operates in the United States, Isle of Man and the United Kingdom and a portion of its expenses incurred are in U.S. dollars and in GBP. The majority of the Company’s revenues are in U.S. dollars and in GBP which serve to mitigate a portion of the foreign exchange risk relating to the expenditures. Financial instruments potentially exposing the Company to foreign exchange risk consist principally of cash, short-term investments, receivables, trade and other payables, advance on revenues from a supply agreement and the amounts drawn on the Credit Facility. The Company manages foreign exchange risk by holding foreign currencies to support forecasted cash outflows in foreign currencies.

RISK FACTORS

For a detailed discussion of risk factors which could impact the Company’s results of operations and financial position, other than those risks pertaining to the financial instruments, please refer to the Company’s Annual Information Form filed on www.sedar.com

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in its reports filed under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.

 

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The Company’s CEO and CFO have evaluated, or caused the evaluation of, under their supervision, the design and operating effectiveness of the Company’s disclosure controls and procedures. Based upon the evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2018.

Internal control over Financial Reporting

Internal controls over financial reporting (ICFR) are designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

Due to its inherent limitation, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

The Company’s CEO and CFO are responsible for establishing and maintaining adequate ICFR. They have evaluated, or caused the evaluation of, under their supervision, the design and operating effectiveness of the Company’s ICFR as of December 31, 2018 based on the framework established in Internal Control – Integrated Framework (2013) by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, the CEO and CFO concluded that the Company’s ICFR were effective as of December 31, 2018.

Change in Internal Controls over Financial Reporting

In accordance with the National Instrument 52-109, the Company has filed certificates signed by the CEO and CFO that, among other things, report on the design of disclosure controls and procedures and the design of ICFR as at December 31, 2018.

There have been no changes in the Company’s ICFR that occurred during the quarter ended December 31, 2018 that have materially affected or are reasonably likely to materially affect its ICFR.

 

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Exhibit 99.114

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” in the Annual Information Form dated April 1, 2019 and to the use of our report dated March 27, 2018 with respect to the consolidated financial statements of Prometic Life Sciences Inc. as at December 31, 2017 and 2016 and for the years then ended, included as exhibits in this Registration Statement (form 40-F) for the registration of its common stock.

/s/ Ernst & Young LLP

Montréal, Canada

November 12, 2019

Exhibit 99.115

 

LOGO

 

Consent of Independent Registered Public Accounting Firm

We hereby consent to the inclusion in this Registration Statement on Form 40-F of our report dated August 23, 2019, except for the subsequent events that occurred on October 7, 2019 and November 4, 2019 as described in Note 32 to the consolidated financial statements, as to which the date is November 7, 2019, relating to the consolidated financial statements of Liminal BioSciences Inc. (formerly Prometic Life Sciences Inc.) as of December 31, 2018 and for the year then ended, which appears in this Registration Statement.

/s/ PricewaterhouseCoopers LLP

Partnership of Chartered Professional Accountants

Montréal, Canada

November 12, 2019

 

PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l.

1250 René-Lévesque Boulevard West, Suite 2500, Montréal, Quebec, Canada H3B 4Y1

T: +1 514 205 5000, F: +1 514 876 1502, www.pwc.com/ca

“PwC” refers to PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l., an Ontario limited liability partnership.

Exhibit 99.116

 

LOGO

Notice of Special Meeting of Shareholders

and Management Information Circular

September 4, 2019

These materials are important and require your immediate attention. They require shareholders to make important decisions. If you are in doubt as to how to deal with these materials or the matters they describe, please contact your financial, legal, tax or other professional advisors.


TABLE OF CONTENTS

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

     3  

VOTING AND PROXIES

     5  

1

   APPOINTMENT AND REVOCATION OF PROXIES      5  

2

   INSTRUCTIONS FOR NON-REGISTERED SHAREHOLDERS      5  

3

   EXERCISE OF DISCRETION BY PROXY HOLDERS      6  

4

   VOTING RIGHTS, VOTING SHARES AND PRINCIPAL HOLDERS THEREOF      6  

4.1

   VOTING RIGHTS AND VOTING SHARES      6  

4.2

   PRINCIPAL HOLDERS OF SECURITIES      7  

BUSINESS OF THE MEETING

     8  

1

   NAME CHANGE      8  

1.1

   RATIONALE FOR THE NAME CHANGE      8  

1.2

   PROCEDURE FOR IMPLEMENTING THE NAME CHANGE      8  

1.3

   NO DISSENT RIGHT      8  

1.4

   TSX SYMBOL      8  

2

   OTHER MATTERS      9  

AUDITORS

     9  

MANAGEMENT CONTRACTS

     9  

INTEREST OF INFORMED PERSONS AND OTHERS IN MATERIAL TRANSACTIONS

     9  

SHAREHOLDERS’ PROPOSALS

     9  

ADDITIONAL INFORMATION

     10  

DIRECTORS’ APPROVAL

     10  

SCHEDULE “A” APPROVAL OF THE CHANGE OF NAME

     11  

 

   Prometic Life Sciences Inc.
Page | 2    Management Information Circular


NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT a Special Meeting of Shareholders (the “Meeting”) of Prometic Life Sciences Inc. (the “Company” or “Prometic”) will be held on Thursday, October 3, 2019 at 8:30 a.m. (Montreal time) at 1155 René-Lévesque Boulevard West, Montréal, Québec, H3B 3V2, for the following purposes:

 

1

to consider and, if deemed advisable, to pass, with or without variation, a special resolution of the shareholders, the full text of which is reproduced in ScheduleA” to the accompanying management information circular dated September 4, 2019 (the “Management Information Circular”), to authorize the board of directors of the Company (the “Board”) to amend the Company’s articles to effect the change of name of the Company to “Liminal BioSciences Inc.”, or such other name as may be accepted by the relevant regulatory authorities and approved by the Board (the “Name Change”) (for details, see subsection “Name Change” under the “Business of the Meeting” section of the Management Information Circular); and

 

2

to transact such other business as may properly be brought before the Meeting or any reconvened meeting following its adjournment or postponement.

Additional information on the above matters can be found in the Management Information Circular under the heading “Business of the Meeting”.

A copy of the Management Information Circular and a Form of Proxy or Voting Instruction Form for the Meeting are attached to this Notice of Meeting. Shareholders are reminded to review the Management Information Circular carefully before voting because it has been prepared to help you make an informed decision.

By order of the Board of Directors,

(s) Marie Iskra

Marie Iskra

General Counsel

Laval, Québec, this 4th day of September, 2019

IMPORTANT

If you cannot attend the Meeting personally, please sign, date and return the enclosed Form of Proxy in the envelope provided for that purpose to the transfer agent of the Company, Computershare Trust Company of Canada, 100 University Avenue, 9th floor, Toronto, Ontario M5J 2Y1, no later than forty-eight hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any reconvened meeting following its adjournment or postponement.

 

Prometic Life Sciences Inc.   
Management Information Circular    Page | 3


Dear Shareholders:

On behalf of Prometic Life Sciences Inc. (“Prometic” or the “Company”), it is with great pleasure that we invite you to attend a special meeting of shareholders to be held at 8:30 a.m. (EST) on October 3, 2019. Your participation at this meeting is very important and we encourage you to review the attached management information circular (the “Circular”), which includes information for the holders of Prometic common shares.

The Circular requests your approval to change the Company’s name to “Liminal BioSciences Inc.”. The proposed name change is another step in the series of actions taken since April 23, 2019 to renew the Company. Together with the Company’s new capital structure and business model, this name change underscores our new leadership’s determination to turn the page on the past and focus on developing the Company’s assets to maximize shareholder value. We believe that “Liminal BioSciences Inc.” truly represents the Company’s new vision and values.

We encourage you to vote on the matters set out in this Circular by following the proxy instructions set out herein and returning your proxy or voting instruction form (as applicable) by the applicable deadline.

It is a great privilege and responsibility to steward another’s capital and we will endeavour to realize Prometic’s potential value. Thank you for your continued support of the Company.

 

Yours very truly,
(s) Stefan Clulow

Stefan Clulow

Chair of the Board of Directors

 

   Prometic Life Sciences Inc.
Page | 4    Management Information Circular


VOTING AND PROXIES

This Management Information Circular (the “Circular”) is provided in connection with the solicitation of proxies by or on behalf of the management of Prometic Life Sciences Inc. (the “Company”, “Prometic” or “We”) to all shareholders of the Company, for use at the Special Meeting of Shareholders of the Company (the “Meeting”) to be held on Thursday, October 3, 2019 at the time and place and for the purposes set forth in the notice of meeting (the “Notice of Meeting”) and at any adjournment or postponement thereof. The information contained herein is given as at September 4, 2019, except as indicated otherwise. The solicitation will be made by mail, but proxies may also be solicited personally or by telephone, by directors, officers or employees of the Company. The costs of this solicitation of proxies will be borne by the Company.

 

 

1

Appointment and Revocation of Proxies

The persons proposed as proxies in the accompanying Form of Proxy are directors of the Company. A shareholder desiring to appoint some other person (who does not need to be a shareholder of the Company) to represent him at the Meeting may do so either by striking out the names designated in the accompanying Form of Proxy and inserting such other person’s name in the space provided or by completing another appropriate Form of Proxy and, in either case, by delivering the completed proxy or proxies to the General Counsel of the Company or to its transfer agent, Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment or postponement thereof.

An individual shareholder must sign his name on the Form of Proxy exactly as the shares are registered.

For a corporation or other legal entity, the Form of Proxy must be signed by a duly authorized officer or attorney of the shareholder. If shares are registered in the name of an executor, administrator or trustee, the Form of Proxy must be signed exactly as the shares are registered.

If the shares are registered in the name of a deceased or other shareholder, the shareholder’s name must be printed in the space provided, the Form of Proxy must be signed by the legal representative with his name printed below his signature and evidence of authority to sign on behalf of the shareholder must be attached to the proxy.

In many cases, shares beneficially owned by a holder are registered in the name of a securities dealer or broker or other intermediary, or a clearing agency. Beneficial holders should, in particular, review the heading ”Instructions for Non-Registered Shareholders” in this Circular and carefully follow the instructions of their intermediaries.

In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the shareholder or by his attorney duly authorized in writing or, if the shareholder is a corporation, by an officer or representative duly authorized in writing, and deposited with the Corporate Secretary of the Company or its transfer agent, Computershare Trust Company of Canada, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or postponement thereof, or with the Chair of the Meeting prior to the commencement of the Meeting or any adjournment or postponement thereof.

 

 

2

Instructions for Non-Registered Shareholders

The information set forth in this section is of significant importance to shareholders, as many of them hold their common shares (“Common Shares”) through brokers and their nominees and not in their own name. Shareholders who do not hold their Common Shares in their own name (referred to in this Circular as “Beneficial Shareholders”) should note that only proxies deposited by shareholders whose names appear on the records of the Company as the registered holders of the Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares

 

Prometic Life Sciences Inc.   
Management Information Circular    Page | 5


will not be registered under the name of the shareholder of the Company. Such Common Shares will more likely be registered under the name of “CDS and Co.”, as depository. Common Shares held by brokers or their nominees can only be voted (FOR or AGAINST any resolution or withhold from voting) upon the instructions of the Beneficial Shareholder. Without specific instructions, brokers and nominees are prohibited from voting shares for their clients.

The applicable regulatory policy requires intermediaries and brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. The voting instruction form that is supplied to a Beneficial Shareholder by its broker is similar to the Form of Proxy provided to registered shareholders; however, the purpose of the voting instruction form is limited to instructing the registered shareholder on how to vote on behalf of the Beneficial Shareholder. A Beneficial Shareholder receiving a voting instruction form from an intermediary (the “Voting Instruction Form”) cannot use that proxy form to vote Common Shares directly at the Meeting, rather the proxy must be returned to the intermediary well in advance of the Meeting in order to have the Common Shares voted. A Beneficial Shareholder who wants to attend the Meeting and vote in person should carefully follow the instructions set forth in the Voting Instruction Form.

The Company does not send proxy-related materials directly to Beneficial Shareholders and is not relying on the notice-and-access provisions of securities laws for delivery to either registered or Beneficial Shareholders. The Company intends to pay for proximate intermediaries to send the proxy-related materials to objecting beneficial owners.

Unless otherwise indicated in this Circular, the form of proxy and the Notice of Meeting attached hereto, shareholders shall mean registered holders.

 

 

3

Exercise of Discretion by Proxy Holders

The Common Shares in respect of which the persons are named in the enclosed Form of Proxy will be voted or withheld from voting, on any ballot that may be called for, in accordance with the instructions received and, where a choice is specified, will be voted accordingly. In the absence of such instructions, such Common Shares will be voted IN FAVOUR of the matters set forth in the Notice of Meeting.

The enclosed Form of Proxy confers discretionary authority with respect to amendments or variations to matters identified in the Notice of Meeting and other matters, which may properly be brought before the Meeting. At the date of this Circular, management is not aware of any such amendment or other matter to be presented for action at the Meeting. If such amendments, variations or other business are properly presented for action at the Meeting or at any adjournment or postponement thereof, the persons designated in the enclosed Form of Proxy will vote thereon in accordance with their judgment, pursuant to the discretionary authority conferred by the proxy with respect to such amendment or matters.

 

 

4

Voting Rights, Voting Shares and Principal Holders Thereof

 

4.1

Voting Rights and Voting Shares

As at September 4, 2019, 23,313,164 Common Shares were issued and outstanding, each carrying the right to one vote per Common Share. Except as hereinafter provided, at the Meeting, each holder of Common Shares shall be entitled to one vote for each such share registered in the holder’s name on September 3, 2019 (the “record date”).

The affirmative vote of at least two-thirds of the votes cast by the shareholders present in person or by proxy at the Meeting is required for the approval of the special resolution (the “Name Change Resolution”) approving the change of name of the Company to “Liminal BioSciences Inc.” or such other name as may be accepted by the relevant regulatory authorities and approved by the Board (the “Name Change”), to be presented to shareholders at the Meeting.

 

   Prometic Life Sciences Inc.
Page | 6    Management Information Circular


The voting rights attached to the issued and outstanding Common Shares represent 100% of the aggregate voting rights attached to the Company’s issued and outstanding securities.

 

4.2

Principal Holders of Securities

As at September 4, 2019, to the knowledge of the Company’s directors and officers, no person other than the persons listed below beneficially owns, directly or indirectly, or exercises control or direction over, shares carrying more than ten percent (10%) of the voting rights attached to the voting securities of the Company.

 

Name

   Class of Securities      Number of Securities      % of Common Shares
Issued and Outstanding
 

Structured Alpha LP (“SALP”)

     Common Shares        16,718,235        71.7

Consonance Capital Management

     Common Shares        3,287,311        14.1

LP (“Consonance”)(1)

        

 

(1)

Being Consonance Capital Master Account LP (3,029,869) and P Consonance Opportunities LTD (257,442).

 

Prometic Life Sciences Inc.   
Management Information Circular    Page | 7


Business of the meeting

The Meeting will be constituted as a special meeting of shareholders.

At the Meeting, shareholders will be asked to consider and vote on: (a) the Name Change Resolution; and (b) such other business as may properly be brought before the Meeting or any reconvened meeting following its adjournment or postponement.

 

 

1

Name Change

 

1.1

Rationale for the Name Change

The purpose of the Name Change is to provide the Company with a more distinctive brand identity within the life sciences industry, one that better reflects the growth potential of the Company’s core businesses. On management’s recommendation, the board of directors of the Company (the “Board”) has approved changing the name of the Company from “Prometic Life Sciences Inc.” to “Liminal BioSciences Inc.”, or such other name as may be accepted by the relevant regulatory authorities and approved by the Board. The Company currently intends to re-focus its vision and strategy to go beyond expectations to further develop our pipeline of drug candidates. As part of this strategic focus, management and the Board have determined that the Company’s name be changed to “Liminal BioSciences Inc.” to better align with the Company’s core vision and values.

 

1.2

Procedure for Implementing the Name Change

Assuming that the requisite approval of shareholders is obtained for the passing of the Name Change Resolution, such approval would give the Board authority to implement the Name Change at any time prior to the first anniversary of the date of such approval. Notwithstanding approval of the Name Change by shareholders, the Board retains the right not to proceed with the Name Change if it determines that completing the Name Change would not be in the best interests of the Company or its shareholders.

The full text of the special resolution approving the Name Change is attached to this Circular as Schedule “A”.

A special majority of at least two-thirds (2/3) of the votes cast at the Meeting in person or represented by proxy is required in order to pass the Name Change Resolution.

The implementation of the Name Change Resolution is conditional upon the Company obtaining the necessary regulatory consents, including the approval of the TSX.

 

1.3

No Dissent Right

Under the CBCA, shareholders do not have dissent and appraisal rights with respect to the Name Change.

 

1.4

TSX Symbol

If shareholders vote to approve the Name Change, the Company also intends to change its ticker symbol on the TSX, from “PLI” to “LMNL” in connection therewith. The implementation of the Name Change Resolution is conditional upon the Company obtaining the necessary regulatory consents, including the approval of the TSX.

The Board believes that the proposed Name Change is in the best interest of the Company and its shareholders and unanimously recommends that shareholders vote “FOR” the Name Change Resolution. Unless instructed to vote against in the accompanying Form of Proxy, it is the intention of the persons named therein to vote the Common Shares represented thereby “FOR” the Name Change Resolution.

 

   Prometic Life Sciences Inc.
Page | 8    Management Information Circular


 

2

Other Matters

Management is not aware of any matters to be brought before the Meeting other than those set forth in the Notice accompanying this Circular.

Auditors

The current auditors, PricewaterhouseCoopers LLP, have served as auditors of the Company since their appointment at the last annual general and special meeting of the Company on June 19, 2019.

Management Contracts

The management functions of the Company are not to any substantial degree performed other than by the directors or officers of the Company.

Interest of Informed Persons and Others in Material Transactions

On April 23, 2019, the Company completed a series of restructuring and refinancing transactions with SALP and Consonance. For additional information, please refer to the material change reports filed by the Company on SEDAR on April 18, 2019 and April 24, 2019. Mr. Stefan Clulow and Mr. Zachary Newton were designated by SALP to sit on the Board, pursuant to a loan agreement entered into between SALP and the Company on April 23, 2019 (the “Loan Agreement”). Pursuant to the Loan Agreement, SALP is entitled to designate two persons for election to the Board. Mr. Stefan Clulow and Mr. Zachary Newton were elected to the Board at the Company’s annual general and special meeting held on June 19, 2019.

On June 17, 2019, the Company completed a rights offering. For additional information, please refer to the material change reports filed by the Company on SEDAR on May 22, 2019 and June 18, 2019.

Copies of the material change reports mentioned above are available on the Company’s profile at www.sedar.com. Upon request, the Company will promptly provide a copy of such material change reports free of charge to a shareholder of the Company.

Other than as mentioned above, management of the Company is not aware of any direct or indirect material interest of (i) any director or executive officer of the Company or subsidiary of the Company, or (ii) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both to which are attached more than 10% of the voting rights attached to all outstanding voting securities of the Company, or (iii) any associate or affiliate of any such person, in any transaction since the beginning of the Company’s most recently completed financial year, or in any proposed transaction that has materially affected or would materially affect the Company or any of its subsidiaries.

Shareholders’ Proposals

The CBCA provides, in effect, that a registered holder or beneficial owner of Common Shares entitled to vote at an annual meeting of the Company may submit to the Company notice of any matter that the person proposes to raise at the meeting (the “Proposal”) and discuss at the meeting any matter in respect of which the person would have been entitled to submit a Proposal. The CBCA further provides, in effect, that the Company must set out the Proposal in its management information circular along with, if so requested by the person who makes the Proposal, a statement in support of the Proposal by such person. However, the Company will not be required to set out the Proposal in its management information circular or include a supporting statement if, among other things, the Proposal is not submitted to the Company at least ninety (90) days before the anniversary date of the notice of meeting that was sent to the shareholders in connection with the previous annual meeting of shareholders of the Company. The deadline for submitting a proposal to the Company in connection with the next annual meeting of shareholders is February 7, 2020.

 

Prometic Life Sciences Inc.   
Management Information Circular    Page | 9


The foregoing is a summary only; shareholders should carefully review the provisions of the CBCA relating to Proposals and consult with a legal advisor.

Additional Information

The Company is a reporting issuer under the securities acts of all provinces of Canada and is thereby required to file financial statements and management information circulars with the various securities commissions in such provinces. The Company also files an annual information form annually with such securities commissions. Financial information is provided in the Company’s comparative financial statements and Management’s Discussion and Analysis for its most recently completed financial year. Copies of the Company’s latest annual information form, latest audited financial statements, interim financial statements filed since the date of the latest audited financial statements, latest Management’s Discussion and Analysis, and latest management information circular may be obtained upon request or on the website www.sedar.com. Requests should be addressed to the General Counsel of the Company at 440 Armand-Frappier Blvd., Suite 300, Laval, Québec, H7V 4B4 (Telephone: 450-781-0115 or Fax: 450-781-4457). The Company may require the payment of a reasonable charge when the request is made by a person other than a holder of securities of the Company. Additional information relating to the Company may be found on the website www.sedar.com.

Directors’ Approval

The Board has approved the content of this Circular including any attached schedules hereto and the sending of it to each shareholder entitled to receive the Notice of the Meeting, to each director and to the auditors of the Company.

 

(s) Marie Iskra

Marie Iskra

General Counsel

Laval, Québec, this 4th day of September, 2019

 

   Prometic Life Sciences Inc.
Page | 10    Management Information Circular


Schedule “A”

Approval of the Change of Name

“BE IT RESOLVED THAT:

 

1

pursuant to Section 173(1) of the CBCA, the Company is hereby authorized to amend its articles to change its name from “Prometic Life Sciences Inc.” to “Liminal BioSciences Inc.” (the “Name Change”), or such other name as may be accepted by the relevant regulatory authorities and approved by the board of directors of the Company;

 

2

any officer or director of the Company is hereby authorized to execute and deliver all such other documents and to do and perform all acts and things deemed necessary or advisable to give effect to this special resolution, including, without limitation, the determination of the effective date of the Name Change, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination;

 

3

notwithstanding that these resolutions have been duly passed by the shareholders of the Company, the Board is hereby authorized, at its sole discretion and without further approval of or notice to the shareholders of the Company, to determine not to implement the Name Change and revoke these resolutions before they are acted on in whole or in part; and

 

4

any director or officer be and is hereby authorized, to execute and deliver all such other deeds, documents and other writings and perform such other acts deemed necessary or advisable to give effect to this special resolution, including compliance with all securities laws and regulations.”

 

Prometic Life Sciences Inc.   
Management Information Circular    Page | 11


LOGO

Exhibit 99.117

 

LOGO         

LOGO

8th Floor, 100 University Avenue        

Toronto, Ontario M5J 2Y1        

www.computershare.com        

Security Class                                                 

Holder Account Number                               

-------

Fold

Form of Proxy - Special Meeting to be held on October 3, 2019

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

 

1.

Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

 

 

2.

If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

 

 

3.

This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

 

 

4.

If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

 

 

5.

The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

 

 

6.

The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

 

 

7.

This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

 

-------

Fold

 

8.

This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 8:30 am, Eastern Time, on October 1, 2019.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

 

LOGO    LOGO    LOGO   

  Call the number listed BELOW from a touch tone telephone.

 

  1-866-732-VOTE (8683) Toll Free

  

•  Go to the following web site:

www.investorvote.com

•  Smartphone?

Scan the QR code to vote now.

  

LOGO

  

  You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com and clicking at the bottom of the page.

  

        

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER


LOGO    LOGO

 

Appointment of Proxyholder         

I/We, being holder(s) of Prometic Life Sciences Inc. hereby appoint:

Kenneth Galbraith, or failing him, Stefan Clulow

       OR        Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.     

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Special Meeting of Prometic Life Sciences Inc. to be held at 1155 René Lévesque Boulevard, Montreal, Quebec H3B 3V2 on October 3, 2019 at 8:30 am and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

 

   For    Against   
1. Name Change         
To consider and, if deemed advisable, to pass, with or without variation, a special resolution of the shareholders, the full text of which is reproduced in Schedule “A” to the accompanying management information circular dated September 4, 2019 (the
Management Information Circular”), to authorize the board of directors of the Company (the “Board”) to amend the Company’s articles to effect the change of name of the Company to “Liminal BioSciences Inc.”, or such other name as may be accepted by the relevant regulatory authorities and approved by the Board (the “Name Change”) (for details, see subsection “Name Change” under the “Business of the Meeting” section of the Management Information Circular).
        

 

------- Fold

        

-------

Fold

-----------------------------------------------------------------------------------------------------------------------------------------------------------------

Authorized Signature(s) - This section must be completed for your instructions to be executed.    Signature(s)    Date
 
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.         LOGO

-----------------------------------------------------------------------------------------------------------------------------------------------------------------

 

LOGO

Exhibit 99.118

 

  

LOGO

1500 Robert-Bourassa Blvd.

7th Floor

Montreal QC, H3A 3S8

www.computershare.com

September 3, 2019

To: All Canadian Securities Regulatory Authorities

Subject: Prometic Life Sciences Inc.

Dear Sir/Madam:

We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:

 

Meeting Type :    Special Meeting
Record Date for Notice of Meeting :    September 3, 2019
Record Date for Voting (if applicable) :    September 3, 2019
Beneficial Ownership Determination Date :    September 3, 2019
Meeting Date :    October 3, 2019
Meeting Location (if available) :    Montréal, QC
Issuer sending proxy related materials directly to NOBO:    No
Issuer paying for delivery to OBO:    Yes
Notice and Access (NAA) Requirements:

NAA for Beneficial Holders

   No

Beneficial Holders Stratification Criteria:

   Not Applicable

NAA for Registered Holders

   No

Registered Holders Stratification Criteria:

   Not Applicable

Voting Security Details:

 

Description    CUSIP Number    ISIN
COMMON SHARES    74342Q302    CA74342Q3026

Sincerely,

Computershare

Agent for Prometic Life Sciences Inc.

 

Exhibit 99.119

PROMETIC LIFE SCIENCES INC.

(the “Company”)

CERTIFICATE OF OFFICER

 

TO:

The Canadian Securities Regulatory Authorities in each of the Provinces and Territories of Canada

 

RE:

Abridging Time Pursuant to National Instrument 54-101Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”)

 

 

The undersigned, Marie Iskra, the duly appointed General Counsel of the Company, hereby certifies for and on behalf of the Company and not in her personal capacity and without personal liability, intending that the same may be relied upon by you without further inquiry, that the Company is relying on section 2.20 of NI 54-101 pertaining to the abridgement of time prescribed by subsections 2.1(b), 2.2(1) and 2.5(1) of NI 54-101 and the requirements set forth in section 2.20 have been complied with. Specifically:

 

  (a)

the Company has arranged to have proxy-related materials for: (i) the special meeting of holders of common shares of the Company scheduled to be held on October 3, 2019 sent in compliance with the applicable timing requirements in sections 2.9 and 2.12 of NI 54-101;

 

  (b)

the Company has arranged to have carried out all the requirements of NI 54-101 in addition to those described in paragraph (a) above; and

 

  (c)

the Company is relying upon section 2.20 of NI 54-101.

[Remainder of page intentionally left blank.]


DATED as of September 5, 2019

 

By:  

(s) Marie Iskra

  Name: Marie Iskra
  Title: General Counsel

[Signature Page – Abridgement Certificate]

Exhibit 99.120

LOGO

 

Press Release

for immediate release

PROMETIC SHAREHOLDERS APPROVE NAME CHANGE TO LIMINAL BIOSCIENCES INC.

LAVAL, QC, ROCKVILLE, MD and CAMBRIDGE, UK — October 3rd, 2019 — Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (“Prometic” or the “Company”), a biopharmaceutical company focused on developing novel therapeutics to treat unmet needs in patients with liver, respiratory and kidney disease, announced results from the special meeting of shareholders held in Montreal, Quebec, on October 3, 2019. Shareholders representing approximatively 87% of votes cast approved a special resolution authorizing the Company to amend its articles to change its name to Liminal BioSciences Inc.

“We appreciate the continued support of our shareholders as we make progress on our focused strategy to build shareholder value and transition to a new vision and values reflective of our new name, Liminal BioSciences,” stated Kenneth Galbraith, Chief Executive Officer of the Company.

The effective date of the change of name will be the date of issuance of a certificate of amendment under the Canada Business Corporations Act, which we expect to receive shortly. The Company’s new website at www.liminalbiosciences.com will be launched concurrently.

The Toronto Stock Exchange (“TSX”) has accepted notice of the proposed change of name and the Company’s common shares on the TSX are expected to begin trading under the symbol “LMNL” on or about Monday, October 7th, 2019, subject to TSX final approval.

As a result of the name change, the Company’s CUSIP number for its common shares will be changed to 53272L103 and its ISIN to CA53272L1031.

About Prometic

Prometic (www.prometic.com) is an innovative biopharmaceutical company with a broad pipeline of small molecule therapeutics under development to treat unmet needs in patients with liver, respiratory and kidney disease, with a focus on rare or orphan diseases. Prometic’s research involves the study of several G-protein-coupled-receptors, GPR40 and GPR120, known as free fatty acid receptors (FFAR’s) and a related metabolic receptor, GPR84. These drug candidates have a novel mechanism of action as agonists (“stimulators”) of GPR40 and GPR 120, and antagonists (“inhibitors”) of GPR84.

 

1    Press Release for immediate release


LOGO

 

Our lead drug candidate, PBI-4050, is expected to enter Phase 3 clinical studies for the treatment of Alström Syndrome after further consultation and approval by the FDA and EMA. A second drug candidate, PBI-4547, is currently in a Phase 1 clinical study.

Prometic also has leveraged its lengthy experience in bioseparation technologies to isolate and purify biopharmaceuticals from human plasma. Our lead plasma-derived therapeutic product is RyplazimTM (plasminogen) for which the Company expects to file a BLA with the US FDA in the first half of 2020 seeking approval to treat patients with congenital plasminogen deficiency. The Company also operates a contract development and manufacturing operation in the United Kingdom, deriving revenue through sales of affinity chromatography media.

Prometic has active business operations in Canada, the United States, Isle of Man and the United Kingdom.

Forward Looking Statements

This presentation contains forward-looking statements about Prometic’s objectives, strategies and businesses that involve risks and uncertainties. These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Prometic’s ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Prometic to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and general changes in economic conditions. You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in the Annual Information Form for the year ended December 31, 2018, under the heading “Risks and Uncertainties related to Prometic’s Business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

For further information please contact:

Bruce Pritchard

b.pritchard@prometic.com

+1 450.781.0115

Patrick Sartore

p.sartore@prometic.com

+1 450-781-0115

 

2    Press Release for immediate release

Exhibit 99.121

Prometic Life Sciences Inc.

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1 -

Name and Address of the Company

Prometic Life Sciences Inc.

440 Armand-Frappier Blvd., Suite 300

Laval (Québec) H7V 4B4

(“Prometic” or the “Company”)

 

Item 2 -

Date of Material Change

October 3, 2019

 

Item 3 -

News Release

A press release announcing the material change referred to in this report was issued by Prometic on October 3, 2019 and disseminated on newswires in Canada.

 

Item 4 -

Summary of Material Change

Prometic shareholders approve name change to Liminal BioSciences Inc.

 

Item 5 -

Full Description of Material Change

Prometic Life Sciences Inc. (TSX: PLI, OTCQX: PFSCF) (“Prometic” or the “Company”) a biopharmaceutical company focused on developing novel therapeutics to treat unmet needs in patients with liver, respiratory and kidney disease, announced results from the special meeting of shareholders held in Montreal, Quebec, on October 3, 2019. Shareholders representing approximatively 87% of votes cast approved a special resolution authorizing the Company to amend its articles to change its name to Liminal BioSciences Inc.

“We appreciate the continued support of our shareholders as we make progress on our focused strategy to build shareholder value and transition to a new vision and values reflective of our new name, Liminal BioSciences,” stated Kenneth Galbraith, Chief Executive Officer of the Company.

The effective date of the change of name will be the date of issuance of a certificate of amendment under the Canada Business Corporations Act, which we expect to receive shortly. The Company’s new website at www.liminalbiosciences.com will be launched concurrently.

The Toronto Stock Exchange (“TSX”) has accepted notice of the proposed change of name and the Company’s common shares on the TSX are expected to begin trading under the symbol “LMNL” on or about Monday, October 7th, 2019, subject to TSX final approval.

As a result of the name change, the Company’s CUSIP number for its common shares will be changed to 53272L103 and its ISIN to CA53272L1031.

 

Item 6 -

Reliance on subsection 7.1(2) of National Instrument 51-102

There is no reliance on subsection 7.1(2) of National Instrument 51-102.


Item 7 -

Omitted Information

No material information has been omitted in respect of the material change described above.

 

Item 8 -

Executive Officer

The foregoing accurately discloses the material change referred to in this report and inquiries in respect of the material change referred to in this report may be made to:

Marie Iskra

General Counsel

(450) 781-0115

m.iskra@prometic.com

 

Item 9 -

Date of Report

October 3, 2019

Prometic Life Sciences Inc.

 

 

(s) Marie Iskra

                   Marie Iskra
  General Counsel

Exhibit 99.122

 

LOGO

VIA SEDAR

October 4, 2019

Alberta Securities Commission

Autorité des marchés financiers (Québec)

British Columbia Securities Commission

Manitoba Securities Commission

New Brunswick Securities Commission

Service Newfoundland and Labrador

Nova Scotia Securities Commission

Ontario Securities Commission

Prince Edward Island Securities Office

Saskatchewan Financial Services Commission

 

Re:

Report of Voting Results pursuant to Section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations (« NI 51-102 »)

 

 

Following the Special Meeting of Shareholders of Liminal BioSciences Inc. (previously known as Prometic Life Sciences Inc.) (the (“Company”) held on October 3, 2019 (the “Meeting”), and in accordance with section 11.3 of NI 51-102, continuous disclosure obligations, we hereby advise you of the matters voted upon at the Meeting and the voting results, the whole as detailed in the Management Information Circular of the Company dated September 4, 2019 (the “Circular”). According to the scrutineers’ report, the shareholders present at the meeting, in person or by proxy, represented 20,451,937 Common Shares, or 87.73% of the 23,313,164 shares outstanding on September 3, 2019, the record date for the Meeting.

Name Change

The amendment to the Company’s articles to effect the change of name of the Company to “Liminal BioSciences Inc.”, or such other name as may be accepted by the relevant regulatory authorities and approved by the Board, was approved.

 

For

  

Against

Votes

       %    Votes        %

20,411,238

   99.82    36,566    0.18

Liminal BioSciences Inc. (previously known as Prometic Life Sciences Inc.)

 

(s) Marie Iskra

Marie Iskra
General Counsel

 

www.liminalbiosciences.com    info@liminalbiosciences.com    +1.450.781.0115    Liminal BioSciences inc.
         440 Boul. Armand-Frappier,
         Suite 300 Laval, Québec,
         H7V4B4, Canada

Exhibit 99.123

Notice of Change in Corporate Structure Pursuant to Section 4.9 of

National Instrument 51-102 respecting Continuous Disclosure Obligations (NI 51-102”)

 

Item 1    Names of the parties to the transaction
   Liminal BioSciences Inc. (formerly known as Prometic Life Sciences Inc.) (the “Corporation”).
Item 2    Description of the transaction
   On October 3, 2019, the shareholders of the Corporation approved a special resolution authorizing an amendment to the articles of the Corporation to change its name from Prometic Life Sciences Inc. to Liminal BioSciences Inc. A certificate of amendment was issued by Corporations Canada on October 3, 2019 giving effect to the approval of the aforementioned special resolution by the shareholders of the Corporation.
Item 3    Effective date of the transaction
   October 3, 2019.
Item 4    Names of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity
   No party ceased to be a reporting issuer. The Corporation changed its name to “Liminal BioSciences Inc.” and continues to be a reporting issuer in all the provinces of Canada.
Item 5    Date of the reporting issuer’s first financial year-end after the transaction if paragraph (a) or subparagraph (b)(ii) of section 4.9 of NI 51-102 applies
   Not applicable.
Item 6    Periods, including the comparative periods, if any, of the interim financial reports and the annual financial statements required to be filed for the reporting issuer’s first financial year after the transaction if paragraph (a) or subparagraph (b)(ii) of section 4.9 of NI 51-102 applies
   Not applicable.
Item 7    Documents filed under NI 51-102 that describes the transaction and where those documents can be found in electronic format, if paragraph (a) or subparagraph (b)(ii) of section 4.9 of NI 51-102 applies
   Not applicable.
Dated October 3, 2019

Exhibit 99.124

 

LOGO  

Innovation, Science and

Economic Development Canada

 

 

Innovation, Sciences et

Développement économique Canada

 

  Corporations Canada   Corporations Canada

 

 

Certificate of Amendment

 

        

Certificat de modification

 

Canada Business Corporations Act     Loi canadienne sur les sociétés par actions
   

                                 Liminal BioSciences Inc.                                

Corporate name / Dénomination sociale

 

                             307730-6                            

Corporation number / Numéro de société

 

              I HEREBY CERTIFY that the articles of the                      JE CERTIFIE que les statuts de la société
              above-named corporation are amended under                 susmentionnée sont modifiés aux termes de
              section 178 of the Canada Business                 l’article 178 de la Loi canadienne sur les
              Corporations Act as set out in the attached                 sociétés par actions, tel qu’il est indiqué dans les
              articles of amendment.                 clauses modificatrices ci-jointes.

 

LOGO

Raymond Edwards

 

Director / Directeur

2019-10-03

 

Date of amendment (YYYY-MM-DD)

Date de modification (AAAA-MM-JJ)

 

 

LOGO


LOGO    Innovation, Science and    Innovation, Sciences et
   Economic Development Canada    Développement économique Canada
  

 

Corporations Canada

  

 

Corporations Canada

 

     Form 4    Formulaire 4
     Articles of Amendment    Clauses modificatrices
     Canada Business Corporations Act    Loi canadienne sur les sociétés par
     (CBCA) (s. 27 or 177)    actions (LCSA) (art. 27 ou 177)
       
1    

 

Corporate name

  Dénomination sociale
  PROMETIC LIFE SCIENCES INC.
  PROMETIC SCIENCES DE LA VIE INC.
2    

 

Corporation number

  Numéro de la société
  307730-6
3    

 

The articles are amended as follows

  Les statuts sont modifiés de la façon suivante
  The corporation changes its name to:
  La dénomination sociale est modifiée pour :
  Liminal BioSciences Inc.
 
4    

 

Declaration: I certify that I am a director or an officer of the corporation.

  Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société.
     Original signed by / Original signé par
     Marie Iskra
     Marie Iskra
     450-781-0115
    
 

 

Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250 (1) of the CBCA).

  Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).
  You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.
  Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

 

LOGO    IC 3069 (2008/04)

Exhibit 99.125

 

LOGO

 

 

PROMETIC LIFE SCIENCES INC.

OMNIBUS INCENTIVE PLAN

 

 

May 7, 2019


TABLE OF CONTENTS

 

Article 1 INTERPRETATION

     1  

Section 1.1

     Definitions      1  

Section 1.2

     Interpretation      6  

Article 2 PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS

     6  

Section 2.1

     Purpose of the Plan      6  

Section 2.2

     Implementation and Administration of the Plan      7  

Section 2.3

     Participation in this Plan      7  

Section 2.4

     Shares Available for Option Grants      8  

Section 2.5

     Limits with Respect to Insiders      9  

Section 2.6

     Granting of Awards      9  

Article 3 OPTIONS

     9  

Section 3.1

     Nature of Options      9  

Section 3.2

     Option Awards      10  

Section 3.3

     Option Price      10  

Section 3.4

     Option Term      10  

Section 3.5

     Exercise of Options      10  

Section 3.6

     Method of Exercise and Payment of Option Price      10  

Section 3.7

     Grant of Incentive Stock Options      11  

Section 3.8

     Option Agreements      12  

Article 4 PERFORMANCE SHARE UNITS

     12  

Section 4.1

     Nature of PSUs      12  

Section 4.2

     PSU Awards      13  

Section 4.3

     Vesting of PSUs      13  

Section 4.4

     Settlement of PSUs      13  

Section 4.5

     Determination of Amounts      14  

Section 4.6

     PSU Agreements      14  

Section 4.7

     Grant of Dividend Equivalents      14  

Article 5 RESTRICTED SHARE UNITS

     15  

Section 5.1

     Nature of RSUs      15  

Section 5.2

     RSU Awards      15  

Section 5.3

     Vesting of RSUs      16  

Section 5.4

     Settlement of RSUs      16  

Section 5.5

     Determination of Amounts      16  

Section 5.6

     RSU Agreements      17  

Section 5.7

     Grant of Dividend Equivalents      17  


Article 6 GENERAL CONDITIONS    

     17  

Section 6.1

     General Conditions applicable to Awards      17  

Section 6.2

     General Conditions applicable on Termination      19  

Article 7 COMPLIANCE WITH U.S. TAX LAWS

     20  

Section 7.1

     Special Provisions Related to Section 409A of the U.S. Code      20  

Article 8 ADJUSTMENTS AND AMENDMENTS

     22  

Section 8.1

     Adjustment to Shares Subject to Outstanding Awards      22  

Section 8.2

     Change of Control      23  

Section 8.3

     Amendment or Discontinuance of the Plan      23  

Article 9 MISCELLANEOUS

     25  

Section 9.1

     Use of an Administrative Agent and Trustee      25  

Section 9.2

     Tax Withholding and Deduction      25  

Section 9.3

     Clawback      26  

Section 9.4

     Securities Law Compliance      27  

Section 9.5

     Reorganization of the Company      27  

Section 9.6

     Governing Laws      27  

Section 9.7

     Severability      28  

Section 9.8

     Currency      28  

Section 9.9

     Effective Date of the Plan      28  


PROMETIC LIFE SCIENCES INC.

OMNIBUS INCENTIVE PLAN

Prometic Life Sciences Inc. (the “Company”) hereby establishes this Omnibus Incentive Plan (the “Plan”) for certain qualified directors, executive officers, employees, and consultants of the Company or any of its Subsidiaries. The Plan shall become effective on the Effective Date (as set forth in Section 9.9 hereof) and shall remain in effect indefinitely, subject to the right of the board of directors of the Company (the “Board”) to amend or terminate the Plan at any time pursuant to Section 8.3 hereof. Except as otherwise specifically permitted in the Plan or a Grant Agreement, no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award.

ARTICLE 1

INTERPRETATION

Section 1.1 Definitions.

Where used herein or in any amendments hereto or in any communication required or permitted to be given hereunder, the following terms shall have the following meanings, respectively, unless the context otherwise requires:

Account” means an account maintained for each Participant on the books of the Company which will be credited with PSUs or RSUs, as applicable, in accordance with the terms of this Plan;

Affiliates” has the meaning ascribed thereto in National Instrument 45-106Prospectus Exemptions;

Associate”, where used to indicate a relationship with a Participant, means (i) any domestic partner of that Participant, and (ii) the spouse of that Participant and that Participant’s children (whether by birth or adoption), as well as that Participant’s relatives and that Participant’s spouse’s relatives, in each case if they share that Participant’s residence;

Award” means an Option, a PSU and/or an RSU, as applicable, granted to a Participant pursuant to the terms of the Plan and the applicable Grant Agreement;

Black-Out Period” means a period of time when pursuant to any policies of the Company (including the Company’s insider trading policy), any securities of the Company may not be traded by certain Persons designated by the Company;

Business Day” means a day other than a Saturday, Sunday or statutory holiday, when banks are generally open for business in Montréal, Québec for the transaction of banking business;

Cash Equivalent” means the amount of money equal to the Market Value multiplied by the number of vested PSUs or RSUs, as applicable, in the Participant’s Account, net of any applicable taxes in accordance with Section 9.2, on the RSU Settlement Date or the PSU Settlement Date, as applicable;

Cause” has the meaning ascribed thereto in Section 6.2(1) hereof;

 

1


Change of Control” has the meaning assigned to such term in the Employment Agreement, if any, between a Participant and the Company or a Subsidiary, provided, however that if there is no such Employment Agreement in which such term is defined, and unless otherwise defined in the applicable Grant Agreement or otherwise determined by the Board, then “Change of Control” shall mean the happening, in a single transaction or in a series of related transactions, of any of the following events:

 

  (i)

any acquisition by a Person (other than a non-arm’s length party), or a combination of Persons acting jointly or in concert of the direct or indirect beneficial ownership of securities of the Company representing 50% or more of the aggregate voting power of all of the Company’s then issued and outstanding securities entitled to vote in the election of directors of the Company, other than any such acquisition that occurs upon the exercise or settlement of options or other securities granted by the Company under any of the Company’s equity incentive plans;

 

  (ii)

the sale or disposition of all or substantially all of the Company’s assets, or consummation of any transaction, or series of related transactions, having similar effect;

 

  (iii)

other than as a result of a solicitation by management of the Company, a change in the composition of the Board, which occurs at a single meeting of the shareholders or upon the execution of a shareholders’ resolution, such that individuals who are members of the Board immediately prior to such meeting or resolution cease to constitute a majority of the Board;

 

  (iv)

the dissolution, liquidation or winding up of the Company; or

 

  (v)

an arrangement, amalgamation, merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such arrangement, amalgamation, merger, consolidation or similar transaction, the shareholders of the Company immediately prior thereto do not beneficially own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving or resulting entity in such amalgamation, merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving or resulting entity in such arrangement, amalgamation merger, consolidation or similar transaction, in each case in substantially the same proportions as their beneficial ownership of the outstanding voting securities of the Company immediately prior to such transaction.

Company” means Prometic Life Sciences Inc., a corporation incorporated under the Canada Business Corporations Act, as amended from time to time;

Dividend Equivalent” means a bookkeeping entry equivalent in value to a dividend paid on a Share credited to a Participant’s Account;

Dividend Payment Date” means the date on which the Company pays a dividend on the Shares;

 

2


Effective Date” has the meaning ascribed thereto in Section 9.9 hereof;

Eligible Participants” means any director, executive officer, employee or consultant of the Company or any of its Subsidiaries (for so long as such Person holds any such position, excluding any period of statutory, contractual or reasonable notice of termination of employment or deemed employment); provided, however, that solely with respect to the grant of an Incentive Stock Option, an Eligible Participant shall be any employee (including any executive officer) of the Company or any Subsidiary Corporation;

Employment Agreement” means, with respect to any Participant, any written employment agreement entered into between the Company or a Subsidiary, as applicable, and such Participant;

Exercise Notice” means a notice, in the form attached as Schedule “A” hereto or such other form as the Board may use from time to time, in writing signed by a Participant and stating the Participant’s intention to exercise Options and the manner in which such Options are to be exercised;

Grant Agreement” means a written agreement entered into by the Company and a Participant evidencing the grant to such Participant of an Award, including an Option Agreement, a PSU Agreement and an RSU Agreement;

Incentive Stock Option” or “ISO” means an Option that is intended to meet the requirements of Section 422 of the U.S. Code;

Insider” means an “insider” as defined in Part 1 of the TSX Company Manual;

Market Value” means at any date when the market value of Shares is to be determined, (i) if the Shares are listed on the TSX, the VWAP on the TSX for the five (5) trading days immediately preceding such date; (ii) if the Shares are not listed on the TSX, then as calculated in paragraph (i) by reference to the price on any other stock exchange on which the Shares are listed (if more than one, then using the exchange on which a majority of Shares are listed); or (iii) if the Shares are not listed on any stock exchange, the value as is determined solely by the Board, acting reasonably and in good faith and such determination shall be conclusive and binding on all Persons;

Non-Exempt Deferred Compensation” has the meaning ascribed thereto in Section 7.1(2) hereof;

Option” means an option that is granted by the Company from time to time to a Participant pursuant to Article 3 hereof which shall upon exercise entitle the holder thereof to acquire a designated number of Shares from treasury at the Option Price, subject to the terms and conditions of this Plan and the applicable Option Agreement, provided that such Option has not expired prior to being exercised;

Option Agreement” means a written agreement between the Company and a Participant evidencing the grant of Options and the terms and conditions thereof;

Option Price” has the meaning ascribed thereto in Section 3.2 hereof;

 

3


Option Term” has the meaning ascribed thereto in Section 3.4 hereof;

Participants” means Eligible Participants that are granted Awards under the Plan;

Performance Criteria” means specified criteria established by the Board and set forth in the applicable Grant Agreement, other than the mere continuation of employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. A Performance Criterion and any targets with respect thereto need not be based upon an increase, a positive or improved result or avoidance of loss.

Performance Period” means the period determined by the Board at the time any Award is granted or at any time thereafter during which any Performance Criteria and any other conditions specified by the Board with respect to such Award are to be measured and by which the vesting of the Award is determined;

Person” means an individual, corporation, company, cooperative, partnership, trust, unincorporated association, entity with juridical personality or governmental authority or body, and pronouns which refer to a Person shall have a similarly extended meaning;

Plan” means this Prometic Life Sciences Inc. Omnibus Incentive Plan, including any amendments or supplements hereto made after the Effective Date hereof and from time to time thereafter by amendment;

PSU” means a performance share unit that is granted by the Company from time to time to a Participant pursuant to Article 4 hereof which shall upon vesting entitle the holder thereof to receive Shares issued from treasury or purchased on the open market, the Cash Equivalent or a combination thereof, subject to the terms and conditions of this Plan and the applicable PSU Agreement, provided that such PSU has not expired before vesting;

PSU Agreement” means a written agreement between the Company and a Participant evidencing the grant of PSUs and the terms and conditions thereof;

PSU Settlement Date” has the meaning ascribed thereto in Section 4.4(1) hereof;

Required Delay Period” has the meaning ascribed thereto in Section 7.1(4)(a) hereof;

Restriction Period” means a period determined by the Board, in its sole discretion, ending in all cases no later than three (3) years after the last day of the calendar year in which the performance of services for which PSUs or RSUs are granted, occurred;

RSU” means a restricted share unit that is granted by the Company from time to time to a Participant pursuant to Article 5 hereof which shall upon vesting entitle the holder thereof to receive a payment in the form of Shares issued from treasury or purchased on the open market, the Cash Equivalent or a combination thereof, subject to the terms and conditions of this Plan and the applicable RSU Agreement, provided that such RSU has not expired before vesting;

RSU Agreement” means a written agreement between the Company and a Participant evidencing the grant of RSUs and the terms and conditions thereof;

 

4


RSU Settlement Date” has the meaning ascribed thereto in Section 5.4(1) hereof;

Share Compensation Arrangement” means a stock option, stock option plan, employee stock purchase plan, long-term incentive plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to one or more full-time employees, directors, officers, Insiders, or consultants of the Company or a Subsidiary, including a Share purchase from treasury by a full-time employee, director, officer, Insider, or consultant which is financially assisted by the Company or a Subsidiary by way of a loan, guarantee or otherwise;

Shares” means the common voting shares in the share capital of the Company;

Share Unit Vesting Determination Date” means the date on which the Board determines if the vesting conditions with respect to PSUs or RSUs (including any applicable Performance Criteria) have been met, and as a result, establishes the number of PSUs or RSUs, as applicable, that become vested, if any. The Share Unit Vesting Determination Date shall be on a date following the end of the applicable Performance Period, if any, but no later than the last day of the applicable Restriction Period.

“Specified Employee has the meaning ascribed thereto in Section 7.1(4) hereof;

Stock Exchange” means the TSX or, if the Shares are not listed or posted for trading on such stock exchange at a particular date, any other stock exchange on which the majority of the trading volume and value of the Shares are listed or posted for trading;

Subsidiary” means a corporation, company or partnership that is controlled, directly or indirectly, by the Company;

Subsidiary Corporation” means a corporation other than the Company in an unbroken chain of corporations beginning with the Company if, at the time of granting the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain;

Tax Act” means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;

Termination Date” means (i) in the event of a Participant’s resignation, the date on which such Participant ceases to be a director, executive officer, employee or consultant of the Company or one of its Subsidiaries, and (ii) in the event of the termination of the Participant’s employment, or position as director or executive officer of the Company or a Subsidiary, or consultant providing ongoing services to the Company or a Subsidiary, the effective date of the termination as specified in the notice of termination provided to the Participant by the Company or the Subsidiary, as the case may be, and, in any event, does not mean the date on which any period of statutory, contractual or reasonable notice of termination of employment or deemed employment ends;

TSX” means the Toronto Stock Exchange;

 

5


U.S. Code” the United States Internal Revenue Code of 1986, as amended from time to time and any reference to a particular section of the Code shall include references to regulations and rulings thereunder and to successor provisions; and

VWAP” means the volume weighted average trading price of the Shares, calculated by dividing the total value by the total volume of Shares traded for the relevant period.

Section 1.2 Interpretation.

(1) Whenever the Board is to exercise discretion or authority in the administration of the terms and conditions of this Plan, the term “discretion” or “authority” means the sole and absolute discretion of the Board.

(2) The provision of a table of contents, the division of this Plan into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect the interpretation of this Plan.

(3) In this Plan, words importing the singular shall include the plural, and vice versa and words importing any gender include any other gender.

(4) The words “including”, “includes” and “include” and any derivatives of such words mean “including (or includes or include) without limitation”. As used herein, the expressions “Article”, “Section” and other subdivision followed by a number, mean and refer to the specified Article, Section or other subdivision of this Plan, respectively.

(5) If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Plan, then the first day of the period is not counted, but the day of its expiry is counted.

ARTICLE 2

PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS

Section 2.1 Purpose of the Plan.

The purpose of the Plan is to permit the Company to grant Awards to Eligible Participants, subject to certain conditions as hereinafter set forth, for the following purposes:

 

  (a)

to provide a means through which the Company or a Subsidiary may attract, retain and motivate qualified and able Persons to advance its business strategy;

 

  (b)

to provide an incentive to such Eligible Participants to continue their services for the Company or a Subsidiary and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Company or a Subsidiary are necessary or essential to its success, image, reputation or activities; and

 

  (c)

to reward Participants for their performance of services while working for the Company or a Subsidiary.

 

6


Section 2.2 Implementation and Administration of the Plan.

(1) The Plan shall be administered and interpreted by the Board or, if the Board by resolution so decides, by a committee or plan administrator appointed by the Board. If such committee or plan administrator is appointed for this purpose, all references to the “Board” herein will be deemed references to such committee or plan administrator. Nothing contained herein shall prevent the Board from adopting other or additional Share Compensation Arrangements or other compensation arrangements from time to time, subject to any required approval.

(2) Subject to Article 8 hereof and any applicable rules of the Stock Exchange, the Board may, from time to time, as it may deem expedient, adopt, amend and rescind rules and regulations or vary the terms of this Plan and/or any Award hereunder for carrying out the provisions and purposes of the Plan and/or to address tax or other requirements of any applicable jurisdiction.

(3) Subject to the provisions herein, the Board is authorized, in its sole discretion, to make such determinations under, and such interpretations of, and take such steps and actions in connection with, the proper administration and operations of the Plan as it may deem necessary or advisable. The Board may delegate to officers or managers of the Company, or committees thereof, the authority, subject to such terms as the Board shall determine, to perform such functions, as the Board may determine from time to time. Any such delegation by the Board may be revoked at any time at the Board’s sole discretion. The interpretation, administration, construction and application of the Plan and any provisions hereof made by the Board, or by any officer, manager, committee or any other Person to which the Board delegated authority to perform such functions, shall be final and binding on the Company, its Subsidiaries and all Eligible Participants.

(4) No member of the Board or any Person acting pursuant to authority delegated by the Board hereunder shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Award granted hereunder. Members of the Board, and any Person acting at the direction or on behalf of the Board, shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

(5) The Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issuance of any Shares or any other securities in the capital of the Company. For greater clarity, the Company shall not by virtue of this Plan be in any way restricted from declaring and paying stock dividends, repurchasing Shares or any other securities in its share capital or varying or amending its share capital or corporate structure.

Section 2.3 Participation in this Plan.

(1) The Company makes no representation or warranty as to the future market value of the Shares or with respect to any income tax matters affecting any Participant resulting from the grant, vesting or settlement of an Award, the exercise of an Option or resulting from any transactions in the Shares or any other event affecting the Awards. With respect to any fluctuations in the market price of the Shares, neither the Company, nor any of its directors, officers, employees, shareholders or agents shall be liable for anything done or omitted to be done by such Person or any other Person with respect to the price, time, quantity or other conditions and circumstances of the issuance of Shares hereunder, or in any other

 

7


manner related to the Plan. For greater certainty, no amount will be paid to, or in respect of, a Participant under the Plan or pursuant to any other arrangement, and no additional Awards will be granted to such Participant to compensate for a downward fluctuation in the price of the Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose. The Company and its Affiliates do not assume responsibility for the income or other tax consequences resulting to any Participant and each Participant is advised to consult with his or her own tax advisors.

(2) Participants (and their legal representatives and the liquidator, executor or administrator, as the case may be, of their respective estate) shall have no legal or equitable right, claim, or interest in any specific property or asset of the Company or any of its Affiliates. No asset of the Company or any of its Affiliates shall be held in any way as collateral security for the fulfillment of the obligations of the Company or any of its Affiliates under this Plan. Unless otherwise determined by the Board, this Plan shall be an unfunded obligation of the Company and its Affiliates (as applicable). To the extent any Participant or his or her estate holds any rights by virtue of a grant of Awards under this Plan, such rights (unless otherwise determined by the Board) shall be general unsecured obligations and shall not be greater than the rights of an unsecured creditor of the Company.

(3) Unless otherwise determined by the Board, the Company shall not offer financial assistance to any Participant in regards to the exercise of any Award granted under this Plan.

Section 2.4 Shares Available for Option Grants.

(1) Subject to adjustment pursuant to Article 8 hereof, the maximum number of Shares reserved for issuance, in the aggregate, under this Plan shall be equal to 3,749,714,100 Shares, or such other number as may be approved by the shareholders of the Company from time to time. No Award that can be settled in Shares issued from treasury may be granted if such grant would have the effect of causing the total number of Shares underlying Awards made under this Plan to exceed the above-noted total number of Shares reserved for issuance under this Plan. For greater certainty, Section 2.4(1) shall not limit the Company’s ability to issue Awards that are payable other than in Shares issued from treasury. Shares will not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash. The Board may also cause Shares used to satisfy the settlement of PSUs or RSUs granted under the Plan to be purchased instead on the open market.

(2) The Company shall, at all times during the term of this Plan, ensure that the number of Shares it is authorized to issue is sufficient to satisfy the requirement of this Plan.

(3) If an outstanding Award (or portion thereof) under this Plan expires or is forfeited, surrendered, cancelled or otherwise terminated for any reason without having been exercised or settled in full, or if Shares acquired pursuant to an Award subject to forfeiture are forfeited, the Shares covered by such Award, if any, will again be available for issuance under the Plan.

(4) No fractional Shares shall be issued upon the exercise of any Award granted under the Plan and, accordingly, if a Participant would otherwise become entitled to a fractional Share upon the exercise of such Award, or from an adjustment permitted by the terms of this Plan, such Participant shall only have the right to receive the next lowest whole number of Shares, and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

 

8


Section 2.5 Limits with Respect to Insiders.

(1) The maximum number of Shares issuable from treasury to Eligible Participants who are Insiders, at any time, under this Plan and any other proposed or established Share Compensation Arrangement, shall not exceed ten percent (10%) of the Shares issued and outstanding from time to time (calculated on a non-diluted basis).

(2) The maximum number of Shares issued from treasury to Eligible Participants who are Insiders, within any one-year period, under this Plan and any other proposed or established Share Compensation Arrangement, shall not exceed ten percent (10%) of the Shares issued and outstanding from time to time (calculated on a non-diluted basis).

(3) Any Award granted pursuant to the Plan, or securities issued under any other Share Compensation Arrangement, prior to a Participant becoming an Insider, shall be excluded from the purposes of the limits set out in Section 2.5(1) and Section 2.5(2).

Section 2.6 Granting of Awards.

(1) Any Award granted under the Plan shall be subject to the requirement that, if at any time counsel to the Company shall determine that the listing, registration or qualification of the Shares subject to such Award, if applicable, upon any securities exchange or under any law or regulation of any jurisdiction, or the consent or approval of any securities exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant of such Awards or the exercise of any Option or the issuance or purchase of Shares thereunder, if applicable, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration, qualification, consent or approval.

(2) The Company may require, as a condition to the exercise of an Award or the delivery of Shares under an Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of the U.S. Securities Act of 1933, as amended, or any applicable state or non-U.S. securities law. Any Shares required to be issued to Participants under the Plan will be evidenced in such manner as the Board may deem appropriate, including book-entry registration or delivery of share certificates. In the event that the Board determines that share certificates will be issued to Participants under the Plan, the Board may require that certificates evidencing Shares issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Shares, and the Company may hold the share certificates pending lapse of the applicable restrictions.

ARTICLE 3

OPTIONS

Section 3.1 Nature of Options.

(1) An Option is a right granted by the Company from time to time to a Participant entitling such Participant to acquire a designated number of Shares from treasury at the Option Price, but subject to the provisions hereof and the provisions of the applicable Option Agreement. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with an Option.

 

9


Section 3.2 Option Awards.

Subject to the provisions set forth in this Plan and any shareholder or regulatory approval which may be required, the Board shall, from time to time, by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive Options under the Plan, (ii) fix the number of Options, if any, to be granted to each Eligible Participant and the date or dates on which such Options shall be granted, (iii) determine the price per Share to be payable upon the exercise of each such Option (the “Option Price”), the relevant vesting provisions (including Performance Criteria, if applicable), the Option Term, the date(s) and the manner in which Options may be exercised during the Option Term and all other option conditions, the whole subject to the terms and conditions prescribed in this Plan or in the applicable Option Agreement, and any applicable rules of the Stock Exchange.

Section 3.3 Option Price.

The Option Price for Shares that are the subject of any Option shall be determined and approved by the Board when such Option is granted, but shall not be less than the Market Value of such Shares at the time of the grant.

Section 3.4 Option Term.

(1) The Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, which shall not be more than ten (10) years from the date the Option is granted (the “Option Term”). Unless otherwise determined by the Board, all unexercised Options shall be cancelled at the expiry of such Options.

(2) Should the expiration date for an Option fall within a Black-Out Period, such expiration date shall be automatically extended without any further act or formality to that date which is the tenth (10th) Business Day after the end of the Black-Out Period, such tenth (10th) Business Day to be considered the expiration date for such Option for all purposes under the Plan. Notwithstanding Section 8.3 hereof, the ten (10) Business Day period referred to in Section 3.4(2) may not be extended by the Board.

Section 3.5 Exercise of Options.

Prior to expiration or earlier termination in accordance with the Plan, each Option shall be exercisable at such time or times and/or pursuant to the achievement of such Performance Criteria and/or other vesting conditions as the Board at the time of granting the particular Option may determine in its sole discretion. For the avoidance of doubt, any exercise of Options by a Participant shall be made in accordance with the Company’s insider trading policy.

Section 3.6 Method of Exercise and Payment of Option Price.

(1) Subject to the provisions of the Plan and the applicable Option Agreement, an Option granted under the Plan shall be exercisable (from time to time as provided in Section 3.5 hereof) by the Participant (or by the liquidator, executor or administrator, as the case may be, of the estate of such Participant) by delivering a fully completed Exercise Notice to the Company at its registered office to the attention of the Corporate Secretary of the Company (or the individual that the Corporate Secretary of the Company may from time to time designate) or by giving notice in such other manner as the Company may from time to time designate, which notice shall specify the number of Shares in respect of which the Option is being

 

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exercised and shall, if applicable, be accompanied by full payment, by cash, certified cheque, bank draft or any other form of payment deemed acceptable by the Company of the Option Price for the number of Shares specified therein and, if required by Section 9.2, the amount necessary to satisfy any taxes. Unless otherwise determined by the Board, payment of the Option Price must be provided no later than three (3) Business Days following delivery by the Participant of the Exercise Notice to the Company.

(2) Upon the exercise of any Option, the Company shall, as soon as practicable after such exercise but no later than ten (10) Business Days following such exercise, forthwith cause the transfer agent and registrar of the Shares either to:

 

  (a)

deliver to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of such Participant) a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of such Participant) shall have then paid for and as are specified in such Exercise Notice; or

 

  (b)

in the case of Shares issued in uncertificated form, cause the issuance of the aggregate number of Shares as the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of such Participant) shall have then paid for and as are specified in such Exercise Notice to be evidenced by a book position on the register of the shareholders of the Company to be maintained by the transfer agent and registrar of the Shares.

Section 3.7 Grant of Incentive Stock Options.

At the time of the grant of any Option, the Board may in its discretion designate that such Option shall be made subject to additional restrictions to permit it to qualify as an Incentive Stock Option. Any Option designated as an Incentive Stock Option:

 

  (a)

shall be granted only to an employee of the Company or a Subsidiary Corporation;

 

  (b)

shall have an Option Price of not less than 100% of the Market Value of a Share on the date the Incentive Stock Option is granted, and, if granted to a person who owns capital stock (including stock treated as owned under Section 424(d) of the U.S. Code) possessing more than 10% of the total combined voting power of all classes of capital stock of the Company or any Subsidiary Corporation (a “More Than 10% Owner”), have an Option Price not less than 110% of the Market Value of a Share on its Grant Date;

 

  (c)

shall have an Option Term of not more than 10 years (5 years if the Eligible Participant is a More Than 10% Owner) from the date the Option is granted, and shall be subject to earlier termination as provided herein or in the applicable Grant Agreement;

 

  (d)

shall not have an aggregate Market Value (as of the date of grant) of the Shares with respect to which Incentive Stock Options (whether granted under the Plan or any other stock option plan of the Eligible Participant’s employer or any Subsidiary Corporation (“Other Plans”)) are exercisable for the first time by such Eligible Participant during any calendar year (“Current Grant”), determined in accordance with the provisions of Section 422 of the U.S. Code, which exceeds US$100,000 (the “US$100,000 Limit”);

 

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  (e)

shall, if the aggregate Market Value of the Shares (determined as of the date of grant) with respect to the Current Grant and all Incentive Stock Options previously granted under the Plan and any Other Plans which are exercisable for the first time during a calendar year (“Prior Grants”) would exceed the US$100,000 Limit, be, as to the portion in excess of the US$100,000 Limit, exercisable as a separate option that is not an Incentive Stock Option at such date or dates as are provided in the Current Grant;

 

  (f)

shall require the Eligible Participant to notify the Company of any disposition of any Shares delivered pursuant to the exercise of the Incentive Stock Option under the circumstances described in Section 421(b) of the U.S. Code (relating to holding periods and certain disqualifying dispositions) (“Disqualifying Disposition”) within 10 days of such a Disqualifying Disposition;

 

  (g)

shall by its terms not be assignable or transferable other than by will or the laws of descent and distribution and may be exercised, during the Eligible Participant’s lifetime, only by the Eligible Participant; provided, however, that the Eligible Participant may, to the extent provided in the Plan in any manner specified by the Committee, designate in writing a beneficiary to exercise his or her Incentive Stock Option after the Eligible Participant’s death; and

 

  (h)

shall, if such Option nevertheless fails to meet the foregoing requirements, or otherwise fails to meet the requirements of Section 422 of the U.S. Code for an Incentive Stock Option, be treated for all purposes of this Plan, except as otherwise provided in subsections (d) and (e) above, as an Option that is not an Incentive Stock Option.

Notwithstanding the foregoing, the Board may, without the consent of the Eligible Participant, at any time before the exercise of an Option (whether or not an Incentive Stock Option), take any action necessary to prevent such Option from being treated as an Incentive Stock Option.

Section 3.8 Option Agreements.

Options shall be evidenced by an Option Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine. The Option Agreement shall contain such terms and conditions that may be considered necessary in order for the Options to comply with any provisions respecting options contained in any income tax laws or any other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Company.

ARTICLE 4

PERFORMANCE SHARE UNITS

Section 4.1 Nature of PSUs.

A PSU is an Award that, upon vesting, entitles the Participant to receive (i) a Share (issued from treasury or purchased on the open market), (ii) the Cash Equivalent or (iii) a combination thereof, as the case may be, and whose grant or vesting is in whole or in part conditional on the attainment of specific Performance Criteria, all pursuant to and subject to such conditions as the Board may determine at the time of grant.

 

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Section 4.2 PSU Awards.

(1) Subject to the provisions herein set forth and any shareholder or regulatory approval which may be required, the Board shall, at any time and from time to time, in its sole discretion, (i) designate the Eligible Participants who may receive PSUs under the Plan, (ii) fix the number of PSUs, if any, to be granted to each Eligible Participant and the date or dates on which such PSUs shall be granted, (iii) determine the relevant conditions and vesting provisions (including the applicable Performance Period and Performance Criteria) and the Restriction Period of such PSUs, the whole subject to the terms and condition prescribed in this Plan and in the applicable PSU Agreement.

(2) In making such determination, the Board shall consider the timing of crediting PSUs, including crediting PSUs in connection with Dividend Equivalents, to a Participant’s Account, the vesting requirements and settlement timing applicable to such PSUs to ensure that the crediting of the PSUs to the Participant’s Account, the vesting requirements and settlement timing are not considered a “salary deferral arrangement” for the purposes of the Tax Act and any applicable provincial legislation.

(3) Subject to the vesting and other conditions and provisions herein set forth and in the applicable PSU Agreement (including the applicable Performance Period and Performance Criteria), each PSU awarded to a Participant shall entitle the Participant to receive (i) a Share (issued from treasury or purchased on the open market), (ii) the Cash Equivalent or (iii) a combination thereof, as the case may be, upon determination by the Board on the Share Unit Vesting Determination Date that the vesting conditions (including the Performance Criteria) have been met and no later than the last day of the applicable Restriction Period.

Section 4.3 Vesting of PSUs.

Subject to the terms of this Plan and the applicable PSU Agreement, after the applicable Performance Period has ended, the holder of PSUs shall be entitled to receive payout on the value and number of PSUs, determined by the Board on the applicable Share Unit Vesting Determination Date as a function of the extent to which the corresponding Performance Criteria have been achieved. After the Board has determined that the Performance Criteria relating to PSUs credited to a Participant’s Account with respect to a Performance Period have been achieved, such PSUs shall entirely vest and be paid in accordance with Section 4.4. Notwithstanding any provision to the contrary in this Plan or the applicable PSU Agreement, the Board may, in its sole discretion, make adjustments to the calculation of any PSUs granted to Participants based on its assessment of the risk level, events that may impact the value of the PSUs or when calculations do not properly reflect all of the relevant considerations. Unless otherwise determined by the Board, all PSUs credited to a Participant’s Account with respect to a Performance Period, in respect of which the Performance Criteria have not been achieved, shall automatically be forfeited and be cancelled on the Share Unit Vesting Determination Date and, in any event, no later than the last day of the Restriction Period.

Section 4.4 Settlement of PSUs.

(1) The applicable settlement period in respect of a particular PSU shall be determined by the Board. Except as otherwise provided in a PSU Agreement or any other provision of this Plan, all vested PSUs shall be settled as soon as practicable following the applicable Share Unit Vesting Determination Date but in all cases prior to the last day of the Restriction Period (the “PSU Settlement Date”). Following the receipt of such settlement, the PSU so settled shall be of no value whatsoever and shall be removed from the Participant’s Account.

 

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(2) The Board, in its sole discretion, may settle at the end of the applicable Performance Period vested PSUs by providing a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) with:

 

  (a)

in the case of settlement of PSUs for their Cash Equivalent, delivery of a cheque or any other form of payment deemed acceptable by the Board to the Participant representing the Cash Equivalent;

 

  (b)

in the case of settlement of PSUs for Shares, delivery of Shares issued from treasury or purchased on the Participant’s behalf on the open market;

 

  (c)

in the case of settlement of the PSUs for a combination of Shares and the Cash Equivalent, a combination of (a) and (b) above,

each equivalent in value to the vested PSUs.

Section 4.5 Determination of Amounts.

(1) For purposes of determining the Cash Equivalent of PSUs to be made pursuant to Section 4.4, such calculation will be made on the PSU Settlement Date based on the Market Value on the PSU Settlement Date multiplied by the number of vested PSUs in the Participant’s Account to settle in cash.

(2) For the purposes of determining the number of Shares to be issued or delivered to a Participant upon settlement of PSUs pursuant to Section 4.4, such calculation will be made on the PSU Settlement Date based on the whole number of Shares equal to the whole number of vested PSUs then recorded in the Participant’s Account to settle in Shares.

Section 4.6 PSU Agreements

PSUs shall be evidenced by a PSU Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine. The PSU Agreement shall contain such terms that may be considered necessary in order that the PSU will comply with any provisions respecting performance share units in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident (for tax purposes) or a citizen or the rules of any regulatory body having jurisdiction over the Company.

Section 4.7 Grant of Dividend Equivalents

(1) Dividend Equivalents shall be awarded in respect of all PSUs in a Participant’s Account every time dividends (other than share dividends) are paid on the Shares. On the Dividend Payment Date, the Company shall credit an additional number of PSUs to the Participant’s Account determined as per the following formula: (A x B)/C where:

“A” represents the amount of the dividend per Share declared and paid on the Shares by the Company;

“B” represents the number of PSUs listed in the Participant’s Account on the Dividend Payment Date; and

“C” represents the Market Value of one Share on the Dividend Payment Date.

 

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(2) Any additional PSUs credited to a Participant’s Account as a Dividend Equivalent pursuant to this Section 4.7 shall be subject to the same applicable Share Unit Vesting Determination Date, Performance Period, Performance Criteria and vesting conditions as the related PSUs in respect of which such additional PSUs are credited.

ARTICLE 5

RESTRICTED SHARE UNITS

Section 5.1 Nature of RSUs.

An RSU is an Award that, upon vesting, entitles the Participant to receive (i) a Share (issued from treasury or purchased on the open market), (ii) the Cash Equivalent or (iii) a combination thereof, as the case may be, all pursuant and subject to such restrictions and conditions as the Board may determine at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of Performance Criteria or other pre-established vesting conditions and objectives.

Section 5.2 RSU Awards.

(1) Subject to the provisions herein set forth and any shareholder or regulatory approval which may be required, the Board shall, from time to time, in its sole discretion, (i) designate the Eligible Participants who may receive RSUs under the Plan, (ii) fix the number of RSUs, if any, to be granted to each Eligible Participant and the date or dates on which such RSUs shall be granted, (iii) determine the relevant conditions and vesting provisions (including the applicable Performance Period and Performance Criteria, if any) and the Restriction Period of such RSUs, the whole subject to the terms and conditions prescribed in this Plan and in the applicable RSU Agreement.

(2) In making such determination, the Board shall consider the timing of crediting RSUs, including crediting RSUs in connection with Dividend Equivalents, to a Participant’s Account, the vesting requirements and settlement timing applicable to such RSUs to ensure that the crediting of the RSUs to the Participant’s Account, the vesting requirements and settlement timing are not considered a “salary deferral arrangement” for the purposes of the Tax Act and any applicable provincial legislation.

(3) Subject to the vesting and other conditions and provisions herein set forth and in the applicable RSU Agreement, each RSU awarded to a Participant shall entitle the Participant to receive (i) a Share (issued from treasury or purchased on the open market), (ii) the Cash Equivalent or (iii) a combination thereof, as the case may be, upon determination by the Board on the Share Unit Vesting Determination Date that the vesting conditions (including the Performance Criteria, if any) have been met and no later than the last day of the applicable Restriction Period.

 

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Section 5.3 Vesting of RSUs.

Subject to the terms of this Plan and the applicable RSU Agreement, after the applicable vesting period has ended, the holder of RSUs shall be entitled to receive payout on the value and number of RSUs, determined by the Board on the applicable Share Unit Vesting Determination Date as a function of the extent to which the corresponding vesting criteria, including Performance Criteria, if any, have been achieved. After the Board has determined that the vesting criteria relating to RSUs credited to a Participant’s Account have been achieved, such RSUs shall entirely vest and be paid in accordance with Section 5.4. Notwithstanding any provision to the contrary in this Plan or the applicable RSU Agreement, the Board may, in its sole discretion, make adjustments to the calculation of any RSUs granted to Participants based on its assessment of the risk level, events that may impact the value of the RSUs or when calculations do not properly reflect all of the relevant considerations. Unless otherwise determined by the Board, all RSUs credited to a Participant’s Account in respect of which the vesting criteria have not been achieved, shall automatically be forfeited and be cancelled on the Share Unit Vesting Determination Date and, in any event, no later than the last day of the Restriction Period.

Section 5.4 Settlement of RSUs.

(1) The applicable settlement period in respect of a particular RSU shall be determined by the Board. Except as otherwise provided in an RSU Agreement or any other provision of this Plan, all vested RSUs shall be settled as soon as practicable following the applicable Share Unit Vesting Determination Date but in all cases prior to the last day of the Restriction Period (the “RSU Settlement Date”). Following the receipt of such settlement, the RSU so settled shall be of no value whatsoever and shall be removed from the Participant’s Account.

(2) The Board, in its sole discretion, may settle vested RSUs by providing a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) with:

 

  (a)

in the case of settlement of RSUs for their Cash Equivalent, delivery of a cheque or any other form of payment deemed acceptable by the Board to the Participant representing the Cash Equivalent;

 

  (b)

in the case of settlement of RSUs for Shares, delivery of Shares issued from treasury or purchased on the Participant’s behalf on the open market;

 

  (c)

in the case of settlement of the RSUs for a combination of Shares and the Cash Equivalent, a combination of (a) and (b) above,

each equivalent in value to the vested RSUs.

Section 5.5 Determination of Amounts.

(1) For purposes of determining the Cash Equivalent of RSUs to be made pursuant to Section 5.4, such calculation will be made on the RSU Settlement Date based on the Market Value on the RSU Settlement Date multiplied by the number of vested RSUs in the Participant’s Account to settle in cash.

(2) For the purposes of determining the number of Shares to be issued or delivered to a Participant upon settlement of RSUs pursuant to Section 5.4, such calculation will be made on the RSU Settlement Date based on the whole number of Shares equal to the whole number of vested RSUs then recorded in the Participant’s Account to settle in Shares.

 

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Section 5.6 RSU Agreements.

RSUs shall be evidenced by an RSU Agreement, in such form not inconsistent with the Plan as the Board may from time to time determine. The RSU Agreement shall contain such terms that may be considered necessary in order that the RSU will comply with any provisions respecting restricted share units in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Company.

Section 5.7 Grant of Dividend Equivalents.

(1) Dividend Equivalents shall be awarded in respect of all RSUs in a Participant’s Account every time dividends (other than share dividends) are paid on the Shares. On the Dividend Payment Date, the Company shall credit an additional number of RSUs, if any, to the Participant’s Account determined as per the following formula: (A x B)/C where:

“A” represents the amount of the dividend per Share declared and paid on the Shares by the Company;

“B” represents the number of RSUs listed in the Participant’s Account on the Dividend Payment Date; and

“C” represents the Market Value of one Share on the TSX on the Dividend Payment Date.

(2) Any additional RSUs credited to a Participant’s Account as a Dividend Equivalent pursuant to this Section 5.7 shall be subject to the same applicable Share Unit Vesting Determination Date and vesting conditions as the related RSUs in respect of which such additional RSUs are credited.

ARTICLE 6

GENERAL CONDITIONS

Section 6.1 General Conditions applicable to Awards.

Each Award, as applicable, shall be subject to the following conditions:

(1) Vesting Period. Each Award granted hereunder shall vest in accordance with the terms of the Grant Agreement entered into in respect of such Award. Subject to the terms and conditions of a Participant’s employment agreement, if any, the Board has the right to accelerate the date upon which any Award becomes exercisable notwithstanding the vesting schedule set forth for such Award, regardless of any adverse or potentially adverse tax consequence resulting from such acceleration.

(2) Employment. Notwithstanding any express or implied term of this Plan to the contrary, the granting of an Award pursuant to the Plan shall in no way be construed as a guarantee by the Company or a Subsidiary to the Participant of employment or another service relationship with the Company or a Subsidiary. The granting of an Award to a Participant shall not impose upon the Company or a Subsidiary any obligation to retain the Participant in its employ or service in any capacity. Nothing contained in this Plan or in any Award granted under this Plan shall interfere in any way with the rights of the Company or any of its Affiliates in connection with the employment, retention or termination of any such Participant. The loss of existing or potential profit in Shares underlying Awards granted under this Plan shall not constitute an element of damages in the event of termination of a Participant’s employment or service in any office or otherwise.

 

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(3) Grant of Awards. Eligibility to participate in this Plan does not confer upon any Eligible Participant any right to be granted Awards pursuant to this Plan. Granting Awards to any Eligible Participant does not confer upon any Eligible Participant the right to receive nor preclude such Eligible Participant from receiving any additional Awards at any time. The extent to which any Eligible Participant is entitled to be granted Awards pursuant to this Plan will be determined in the sole discretion of the Board. Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Eligible Participant’s relationship or employment with the Company or any Subsidiary.

(4) Rights as a Shareholder. Neither the Participant nor such Participant’s personal representatives or legatees shall have any rights whatsoever as shareholder in respect of any Shares underlying such Participant’s Awards by reason of the grant of such Awards until such Awards have been duly exercised, as applicable, and settled and Shares have been issued or purchased on the open market, as applicable.

(5) Conformity to Plan. In the event that an Award is granted or a Grant Agreement is executed which does not conform in all particulars with the provisions of the Plan, or purports to grant Awards on terms different from those set out in the Plan, the Award or the grant of such Award shall not be in any way void or invalidated, but the Award so granted will be adjusted to become, in all respects, in conformity with the Plan. In the event of conflicting provisions contained within any applicable Grant Agreement, the Board shall have sole discretion to determine the prevailing provision and interpretation thereof.

(6) Transferrable Awards. Except as specifically provided in a Grant Agreement approved by the Board, each Award granted under the Plan is personal to the Participant and shall not be assignable or transferable by the Participant, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of the deceased Participant. No Award granted hereunder shall be pledged, hypothecated, charged, transferred, monetized, securitized, assigned or otherwise encumbered or disposed of on pain of nullity.

(7) Participant’s Entitlement. Except as otherwise provided in this Plan or unless the Board permits otherwise, upon any Subsidiary ceasing to be a subsidiary of the Company, Awards previously granted under this Plan that, at the time of such change, are held by a Person who is a director, executive officer, employee or consultant of such Subsidiary and not of the Company itself, whether or not then exercisable, shall automatically terminate on the date of such change.

(8) No Other Employee Benefits. The amount or value deemed to be or received by a Participant as a result of the exercise or settlement of an Award or as a result of the sale of a Share received or purchased upon the exercise or settlement of an Award will not constitute compensation with respect to which any other employee benefits of that Participant are determined including benefits under any bonus, pension, profit-sharing, insurance and salary continuation plan, except as otherwise specifically determined by the Board, nor will it be a basis to calculate any amount of termination or severance after the Participant’s Termination Date. In the event that the employment of the Participant is terminated by the Company either with or without Cause, and with or without reasonable notice, the Participant shall have no rights to any particular grants which have been made to him or her other than as set forth in the Plan, the applicable Grant Agreement or in any other separate written agreement entered into between the

 

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Company and the Participant, and the Participant will not be entitled to recover damages nor to be paid any benefits or to recover any compensation which the Participant would or may otherwise have been entitled to under the Plan if the Participant had remained actively employed by the Company. This Plan document and the Grant Agreement represent the entire agreement between the Participant and the Company with respect to any and all matters described in it. Neither the Participant nor the Company relies upon or regards as material, any representations or any writing that has not been incorporated into the Plan or the Grant Agreement or made part of the Plan or Grant Agreement.

Section 6.2 General Conditions applicable on Termination.

Unless otherwise determined by the Board, each Award shall be subject to the following conditions, as applicable:

(1) Termination for Cause. Upon a Participant ceasing to be an Eligible Participant for Cause, any Awards granted to such Participant, whether vested or unvested on the Termination Date, shall terminate automatically and become void immediately on the Termination Date. For the purposes of the Plan, the determination by the Company that the Participant was discharged for Cause shall be binding on the Participant. “Cause” shall include gross misconduct, theft, fraud, breach of confidentiality or breach of the Company’s code of business conduct and ethics and any other reason determined by the Company to be cause for termination in accordance with applicable law.

(2) Resignation. Upon a Participant ceasing to be an Eligible Participant as a result of his or her resignation from the Company or a Subsidiary, as applicable, (i) a portion of the PSUs and/or RSUs granted to such Participant under the Plan will immediately vest and be settled (based on the vesting terms, including, if applicable, achievement of Performance Criteria, up to the Termination Date, as determined in the final and sole discretion of the Board), (ii) all unvested Options will be forfeited on the Termination Date, and (iii) vested Options will remain exercisable until the earlier of thirty (30) days after the Termination Date or the expiry date of the Options, after which time all Options will expire. For greater certainty, if, following a Participant’s resignation from the Company or a Subsidiary, the end of the thirty (30) day period during which Options may be exercised should fall within a Black-Out Period, the Board may, in its sole discretion, apply the provisions of Section 3.4(2) to extend the end of such period to the tenth (10th) Business Day following the end of such Black-Out Period.

(3) Death or Disability. Upon a Participant’s termination of employment as a result of death or disability, (i) all rights, title and interest in Options granted to such Participant under the Plan, which are unvested on the Termination Date, will continue to vest in accordance with the terms of this Plan and the Participant’s Grant Agreement for a period of up to two years, subject to the underlying Options’ expiry date, (ii) vested Options (including such Options that vest during the period following the Termination Date) will remain exercisable until the earlier of (A) two years after the Termination Date and (B) the expiry date of the Options, after which time all Options will automatically expire, and (iii) a portion of PSUs and/or RSUs granted to the Participant under the Plan will immediately vest on the Termination Date and be settled (based on the vesting terms, including, if applicable, achievement of Performance Criteria, up to the Termination Date, as determined in the final and sole discretion of the Board); provided that this clause (iii) shall not apply to Participants subject to tax under the U.S. Code. Upon the death or incapacity of a Participant, the Participant’s rights if any shall only be exercisable by the administrator, executor or liquidator of the Participant’s estate, as the case may be.

 

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(4) Termination without Cause. Upon termination of a Participant’s employment without Cause, (i) a portion of the PSUs and/or RSUs granted to such Participant under the Plan will immediately vest and be settled (based on the vesting terms, including, if applicable, achievement of Performance Criteria, up to the Termination Date, as determined in the final and sole discretion of the Board), (ii) all unvested Options will be forfeited on the Termination Date, and (iii) vested Options will remain exercisable until the earlier of ninety (90) days after the Termination Date or the expiry date of the Options, after which time all Options will expire. For greater certainty, if, following termination of a Participant’s employment without Cause, the end of the ninety (90) day period during which Options may be exercised should fall within a Black-Out Period, the Board may, in its sole discretion, apply the provisions of Section 3.4(2) to extend the end of such period to the tenth (10th) Business Day following the end of such Black-Out Period.

(5) Rights of Participant. The rights of a Participant pursuant to the above paragraphs are the only rights to which the Participant (or his or her estate) is entitled on a termination of employment with respect to such Participant’s Options, PSUs and/or RSUs. Regardless of whether, on the Termination Date, the Participant is entitled to a reasonable notice period of termination of employment or compensation in lieu thereof, or is entitled to a specific notice period of termination of employment or compensation in lieu thereof, the Participant is not entitled to claim any other rights to any vested or unvested Options, PSUs or RSUs during such notice period or compensation in lieu thereof, whether by way of general or specific damages and whether in contract, tort or otherwise.

(6) Unvested Awards. Other than as provided herein, if any portion of an Award has not vested by the Termination Date, that portion of such Award may not, under any circumstances, be exercised by the Participant. This provision will apply regardless of whether the Participant was entitled to a period of notice of termination which would otherwise have permitted a greater portion of a grant to vest in the Participant.

ARTICLE 7

COMPLIANCE WITH U.S. TAX LAWS

The provisions of this Article 7 shall apply solely to Participants who are subject to taxation under the U.S. Code.

Section 7.1 Special Provisions Related to Section 409A of the U.S. Code.

(1) General. It is intended that the payments and benefits provided under this Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the U.S. Code. The Plan and all Grant Agreements shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed. Neither the Company, its Subsidiaries nor their respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.

(2) Definitional Restrictions. Notwithstanding anything in the Plan or in any Grant Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the U.S. Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable, or a different form of payment (e.g., lump sum or

 

20


installment) of such Non-Exempt Deferred Compensation would be effected, under the Plan or any Grant Agreement by reason of the occurrence of a Change of Control, or the Participant’s disability or ceasing to be an Eligible Participant, such Non-Exempt Deferred Compensation will not be payable or distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change of Control, disability or ceasing to be an Eligible Participant meet any description or definition of “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the U.S. Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Award upon a Change of Control, disability or ceasing to be an Eligible Participant, however defined. If this provision prevents the payment or distribution of any amount or benefit, or the application of a different form of payment of any amount or benefit, such payment or distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event.

(3) Allocation among Possible Exemptions. If any one or more Awards granted under the Plan to a Participant could qualify for any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company shall determine which Awards or portions thereof will be subject to such exemptions.

(4) Six-Month Delay in Certain Circumstances. Notwithstanding anything in the Plan or in any Grant Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Plan or any Grant Agreement by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Board under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):

 

  (a)

the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”); and

 

  (b)

the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.

For purposes of this Plan, the term “Specified Employee” has the meaning given such term in U.S. Code Section 409A and the final regulations thereunder; provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board or any committee of the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.

 

21


(5) Installment Payments. If, pursuant to an Award, a Participant is entitled to a series of installment payments, such Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not to a single payment. For purposes of the preceding sentence, the term “series of installment payments” has the meaning provided in Treas. Reg. Section 1.409A-2(b)(2)(iii) (or any successor thereto).

(6) Timing of Release of Claims. Whenever an Award conditions a payment or benefit on the Participant’s execution and non-revocation of a release of claims, such release must be executed and all revocation periods shall have expired within 60 days after the date of termination of the Participant’s employment; failing which such payment or benefit shall be forfeited. If such payment or benefit is exempt from Section 409A of the U.S. Code, the Company may elect to make or commence payment at any time during such 60-day period. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to Section 7.1(4) above, (i) if such 60-day period begins and ends in a single calendar year, the Company may make or commence payment at any time during such period at its discretion, and (ii) if such 60-day period begins in one calendar year and ends in the next calendar year, the payment shall be made or commence during the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing and non-revocation of the release occur during the first such calendar year included within such 60-day period. In other words, a Participant is not permitted to influence the calendar year of payment based on the timing of signing the release.

(7) Permitted Acceleration. The Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. section 1.409A-3(j)(4) to Participants of deferred amounts, provided that such distribution(s) meets the requirements of Treas. Reg. section 1.409A-3(j)(4).

ARTICLE 8

ADJUSTMENTS AND AMENDMENTS

Section 8.1 Adjustment to Shares Subject to Outstanding Awards.

At any time after the grant of an Award to a Participant and prior to the expiration of the term of such Award or the forfeiture or cancellation of such Award, in the event of (i) any subdivision of the Shares into a greater number of Shares, (ii) any consolidation of Shares into a lesser number of Shares, (iii) any reclassification, reorganization or other change affecting the Shares, (iv) any merger, amalgamation or consolidation of the Company with or into another corporation, (v) any distribution to all holders of Shares or other securities in the capital of the Company, of cash, evidences of indebtedness or other assets of the Company (excluding an ordinary course dividend in cash or shares, but including for greater certainty shares or equity interests in a subsidiary or business unit of the Company or one of its subsidiaries or cash proceeds of the disposition of such a subsidiary or business unit) or (vi) any transaction or change having a similar effect, then the Board shall in its sole discretion, subject to the required approval of the Stock Exchange (if any), determine the appropriate adjustments or substitutions to be made in such circumstances in order to maintain the economic rights of the Participant in respect of such Award in connection with such occurrence or change, including:

 

  (a)

adjustments to the Option Price without any change in the total price applicable to the unexercised portion of any Options granted under the Plan;

 

  (b)

adjustments to the number of Shares to which the Participant is entitled upon exercise or settlement of such Award;

 

  (c)

adjustments permitting the immediate exercise of any outstanding Awards that are not otherwise exercisable; or

 

  (d)

adjustments to the number or kind of Shares reserved for issuance pursuant to the Plan.

 

22


Notwithstanding the foregoing, no such adjustment shall be authorized with respect to any Options held by Participants who are United States taxpayers to the extent that such adjustment would cause the Option (determined as if all such Options were Incentive Stock Options whether or not so designated) to violate Section 424(a) of the U.S. Code or would otherwise subject any Participant to taxation under Section 409A of the U.S. Code.

Section 8.2 Change of Control.

Notwithstanding anything else to the contrary herein, in the event of a potential Change of Control, the Board shall have the power, in its sole discretion, to modify the terms of this Plan and/or Awards (including, for greater certainty, to cause the vesting of all unvested Awards) to assist the Participants to tender into any take-over bid or similar transaction leading to a Change of Control. For greater certainty, in the event of a take-over bid or any other transaction leading to a Change of Control, the Board may (i) provide that any or all Awards shall thereupon terminate, provided that any such outstanding Awards that have vested shall remain exercisable until consummation of such Change of Control, or (ii) permit Participants to conditionally exercise their Awards, such conditional exercise to be conditional upon the take-up by such offeror of the Shares or other securities tendered to such take-over bid in accordance with the terms of such take-over bid (or the effectiveness of such other transaction leading to a Change of Control). If, however, the potential Change of Control referred to in this Section 8.2 is not completed within the time specified therein (as same may be extended), then notwithstanding this Section 8.2 or the definition of “Change of Control”: (i) any conditional exercise of vested Options shall be deemed to be null, void and of no effect, and such conditionally exercised Awards shall for all purposes be deemed not to have been exercised, (ii) Shares which were issued pursuant to exercise of Options which vested pursuant to this Section 8.2 shall be returned by the Participant to the Company and reinstated as authorized but unissued Shares, and (iii) the original terms applicable to Awards which vested pursuant to this Section 8.2 shall be reinstated.

Section 8.3 Amendment or Discontinuance of the Plan.

(1) The Board may suspend or terminate the Plan at any time, or from time to time amend or revise the terms of the Plan or any granted Awards without the consent of the Participants, provided that such suspension, termination, amendment or revision shall:

 

  (a)

not adversely alter or impair the rights or tax treatment of any Participant, without the consent of such Participant except as permitted by the provisions of the Plan;

 

  (b)

be in compliance with applicable law and with the prior approval, if required, of the shareholders of the Company, the Stock Exchange or any other regulatory body having authority over the Company; and

 

23


  (c)

be subject to shareholder approval, where required by law or the requirements of the Stock Exchange, provided that the Board may, from time to time, in its absolute discretion and without approval of the shareholders of the Company make the following amendments to this Plan:

 

  (i)

any amendment to the vesting provision, if applicable, or assignability provisions of the Awards;

 

  (ii)

any amendment to the expiration date of an Award that does not extend the terms of the Award past the original date of expiration of such Award;

 

  (iii)

any amendment regarding the effect of termination of a Participant’s employment or engagement;

 

  (iv)

any amendment to the terms and conditions of grants of PSUs or RSUs, including the Performance Criteria, as applicable, quantity, type of Award, grant date, vesting periods, settlement date and other terms and conditions with respect to the Awards;

 

  (v)

any amendment which accelerates the date on which any Award may be exercised or payable, as applicable, under the Plan;

 

  (vi)

any amendment to the definition of an Eligible Participant under the Plan (other than with respect to Eligible Participants who are eligible to receive an Award of Incentive Stock Options);

 

  (vii)

any amendment necessary to comply with applicable law or the requirements of the Stock Exchange or any other regulatory body;

 

  (viii)

any amendment of a “housekeeping” nature, including to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan;

 

  (ix)

any amendment regarding the administration of the Plan;

 

  (x)

any amendment to add a provision permitting the grant of Awards settled otherwise than with Shares issued from treasury;

 

  (xi)

any amendment to add a cashless exercise feature or net exercise procedure;

 

  (xii)

any amendment to add a form of financial assistance; and

 

  (xiii)

any other amendment that does not require the approval of the holders of Shares under Section 8.3(2).

(2) Notwithstanding Section 8.3(1), the Board shall be required to obtain shareholder approval to make the following amendments:

 

  (a)

any increase to the maximum number of Shares issuable pursuant to the Plan;

 

24


  (b)

except in the case of an adjustment pursuant to Article 8, any reduction in the Option Price of an Option or any cancellation and replacement of an Option with an Option with a lower Option Price, to the extent such reduction or replacement benefits an Insider;

 

  (c)

any extension of the term of an Award beyond the original expiry date, to the extent such amendment benefits an Insider;

 

  (d)

any amendment which increases the maximum number of Shares that may be issuable to Insiders at any time pursuant to the Insider participation limit;

 

  (e)

any amendment which increases the maximum number of Shares that may be issuable upon exercise of Incentive Stock Options or modifies the definition of Eligible Participant used for purposes of determining eligibility for the grant of an Incentive Stock Option; and

 

  (f)

any amendment to the amendment provisions of the Plan;

provided that Shares held directly or indirectly by Insiders benefiting from the amendments shall be excluded when obtaining such shareholder approval.

(3) The Board may, by resolution, advance the date on which any Award may be exercised or payable or, subject to applicable regulatory provisions, including any rules of the Stock Exchange extend the expiration date of any Award, in the manner to be set forth in such resolution, provided that the period during which an Option is exercisable or a PSU or RSU remains outstanding does not exceed (A) in the case of Options, ten (10) years from the date such Option is granted and (B) in the case of PSUs and RSUs, the last day of the Restriction Period in respect of such PSUs and RSUs. The Board shall not, in the event of any such advancement or extension, be under any obligation to advance or extend the date on or by which any Option may be exercised or any PSU or RSU may remain outstanding by any other Participant.

ARTICLE 9

MISCELLANEOUS

Section 9.1 Use of an Administrative Agent and Trustee.

The Board may in its sole discretion appoint from time to time one or more entities to act as administrative agent or trustee to administer the Awards granted under the Plan and to act as trustee to hold and administer the assets that may be held in respect of Awards granted under the Plan, the whole in accordance with the terms and conditions determined by the Board in its sole discretion. The Company and the administrative agent will maintain records showing the number of Awards granted to each Participant under the Plan.

Section 9.2 Tax Withholding and Deduction.

(1) Notwithstanding any other provision of this Plan, all distributions, delivery of Shares or payments (including, for greater certainty, payments of Cash Equivalent) to a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of such Participant) under the Plan shall be made net of applicable taxes and social security and other source deductions. If the event giving rise to the withholding obligation involves an issuance or delivery of Shares, then, the withholding obligation

 

25


may be satisfied by (a) having the Participant elect to have the appropriate number of such Shares sold by the Company, the Company’s transfer agent and registrar or any trustee appointed by the Company pursuant to Section 9.1 hereof, on behalf of and as agent for the Participant as soon as permissible and practicable, with the proceeds of such sale being delivered to the Company, which will in turn remit such amounts to the appropriate governmental authorities, or (b) any other mechanism as may be required or appropriate to conform with local tax and other rules.

(2) Participants will be responsible for (and will indemnify the Company and any Affiliate in respect of) all taxes, social security contributions (including, if the terms of the Participant’s Option Agreement so provides, and if lawful, employer social security contributions) and other liabilities arising out of or in connection with any Award or the acquisition, holding or disposal of Shares. If the Company or any Affiliate or the trustee of any employee benefit trust has any liability to pay or account for any such tax or contribution, it may meet the liability by:

 

  (a)

selling Shares to which the Participant becomes entitled on his behalf and using the proceeds to meet the liability;

 

  (b)

deducting the amount of the liability from any cash payment due under this Plan;

 

  (c)

reducing the number of Shares to which the Participant would otherwise be entitled; and/or

 

  (d)

deducting the amount from any payment of salary, bonus or other payment due to the Participant.

(3) A Canadian tax resident Participant shall not settle any tax or social security contributions, or other such liabilities, by the sale of Shares, acquired through a prior Award, to the Company.

Section 9.3 Clawback.

Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement). Without limiting the generality of the foregoing, the Board may provide in any case that outstanding Awards (whether or not vested or exercisable) and the proceeds from the exercise or disposition of Awards or Shares acquired under Awards will be subject to forfeiture and disgorgement to the Company, with interest and other related earnings, if the Participant to whom the Award was granted violates (i) a non-competition, non-solicitation, confidentiality or other restrictive covenant by which he or she is bound, or (ii) any policy adopted by the Company applicable to the Participant that provides for forfeiture or disgorgement with respect to incentive compensation that includes Awards under the Plan. In addition, the Board may require forfeiture and disgorgement to the Company of outstanding Awards and the proceeds from the exercise or disposition of Awards or Shares acquired under Awards, with interest and other related earnings, to the extent required by law or applicable stock exchange listing standards and any related policy adopted by the Company. Each Participant, by accepting or being deemed to have accepted an Award under the Plan, agrees to cooperate fully with the Board, and to cause any and all permitted transferees of the Participant to cooperate fully with the Board, to effectuate any forfeiture or disgorgement required hereunder. Neither the Board nor the Company nor any other Person, other than the Participant and his or her permitted transferees, if any, will be responsible for any adverse tax or other consequences to a Participant or his or her permitted transferees, if any, that may arise in connection with this Section 9.3.

 

26


Section 9.4 Securities Law Compliance.

(1) The Plan (including any amendments to it), the terms of the grant of any Award under the Plan, the grant of any Award and the exercise of any Options, and the Company’s obligation to sell and deliver Shares in respect of any Awards, shall be subject to all applicable federal, provincial, state and foreign laws, rules and regulations, the rules and regulations of the Stock Exchange and to such approvals by any regulatory or governmental agency as may, as determined by the Company, be required. The Company shall not be obliged by any provision of the Plan or the grant of any Award hereunder to issue, sell or deliver Shares in violation of such laws, rules and regulations or any condition of such approvals.

(2) No Awards shall be granted, and no Shares shall be issued, sold or delivered hereunder, where such grant, issue, sale or delivery would require registration of the Plan or of the Shares under the securities laws of any foreign jurisdiction (other than Canada) or the filing of any prospectus for the qualification of same thereunder, and any purported grant of any Award or purported issue or sale of Shares hereunder in violation of this provision shall be void.

(3) The Company shall have no obligation to issue any Shares pursuant to this Plan unless upon official notice of issuance, such Shares shall have been duly listed with the Stock Exchange. The Company cannot guarantee that the Shares will be listed or quoted on the Stock Exchange. Shares issued, sold or delivered to Participants under the Plan may be subject to limitations on sale or resale under applicable securities laws.

(4) If Shares cannot be issued or delivered to a Participant upon the exercise or settlement of an Award due to legal or regulatory restrictions, the obligation of the Company to issue or deliver such Shares shall terminate. Any funds paid to the Company in connection with the exercise or settlement of such Award will be returned to the applicable Participant as soon as practicable.

Section 9.5 Reorganization of the Company.

The existence of any Awards shall not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, reclassification, recapitalization, reorganization or other change in the Company’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Company or to create or issue any bonds, debentures, shares or other securities of the Company or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

Section 9.6 Governing Laws.

The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Québec and the laws of Canada applicable thereto and without recourse to conflict of laws rules.

 

27


Section 9.7 Severability.

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

Section 9.8 Currency

Unless otherwise specifically determined by the Board, all Awards and payments pursuant to such grants shall be determined in Canadian currency. The Board shall determine, in its discretion, whether and to the extent any payments made pursuant to an Award shall be made in local currency, as opposed to Canadian dollars. In the event payments are made in local currency, the Board may determine, in its discretion and without liability to any Participant, the method and rate of converting the payment into local currency.

Section 9.9 Effective Date of the Plan

The Plan was approved by the Board on May 7, 2019 and shall take effect on May 7, 2019 (the “Effective Date”), including in respect of any Awards granted on or following May 7, 2019 and which have been determined to be governed by the Plan.

 

28


SCHEDULE “A”

ELECTION TO EXERCISE OPTIONS

TO: Prometic Life Sciences Inc. (the “Company”)

The undersigned option holder hereby irrevocably elects to exercise options (“Options”) granted by the Company to the undersigned pursuant to the Company’s Omnibus Incentive Plan (the “Plan”) for the number of common voting shares in the capital of the Company (“Common Shares”) as set forth below.

Capitalized terms not defined here have the meanings specified in the Plan.

 

Number of Shares to be Acquired:                                                     
Option Price (per Common Share):    $                                                 
Aggregate Option Price:    $                                                 
Amount enclosed that is payable on account of withholding of tax or other required deductions relating to the exercise of the Options (contact the Company for details of such amount) (the “Applicable Withholdings and Deductions”):    $                                                 
☐ Or check here if alternative arrangements have been made with the Company with respect to the payment of Applicable Withholdings and Deductions;   

and hereby tender cash, a certified cheque or bank draft for such aggregate Option Price, and, if applicable, Applicable Withholdings and Deductions, and directs such Common Shares to be registered in the name of                                                                  .

[Signature page follows.]

 

 

1


DATED this          day of                             ,             .

 

 

Signature

 

Name

 

2

Exhibit 99.126

 

LOGO

Condensed interim consolidated financial statement of Liminal BioSciences Inc. (formerly Prometic Life Sciences Inc.)

For the quarter and the nine months ended September 30, 2019 (unaudited)

 

1 of 30


LIMINAL BIOSCIENCES INC.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(In thousands of Canadian dollars) (Unaudited)

   LOGO

 

     September 30,
2019
    December 31,
2018
 

ASSETS (note 13)

    

Current assets

    

Cash and cash equivalents

   $ 60,361     $ 7,389  

Accounts receivable (note 3)

     5,924       11,882  

Income tax receivable

     7,601       8,091  

Inventories (note 4)

     9,435       12,028  

Prepaids

     2,350       1,452  
  

 

 

   

 

 

 

Total current assets

     85,671       40,842  

Long-term income tax receivable

     114       117  

Other long-term assets (note 5)

     2,395       411  

Capital assets (note 6)

     37,439       41,113  

Right-of-use assets (note 7)

     37,186       —    

Intangible assets (note 8)

     18,972       19,803  

Deferred tax assets

     605       606  
  

 

 

   

 

 

 

Total assets

   $ 182,382     $ 102,892  
  

 

 

   

 

 

 

LIABILITIES

    

Current liabilities

    

Accounts payable and accrued liabilities (note 10)

   $ 19,936     $ 31,855  

Deferred revenues

     368       507  

Current portion of lease liabilities (note 11)

     9,022       —    

Warrant liability (note 12)

     —         157  

Current portion of long-term debt (note 13)

     408       3,211  
  

 

 

   

 

 

 

Total current liabilities

     29,734       35,730  

Long-term portion of deferred revenues

     83       170  

Long-term portion of lease liabilities (note 11)

     33,910       —    

Long-term portion of operating and finance lease inducements and obligations

     —         1,850  

Other long-term liabilities (note 14)

     3,354       5,695  

Long-term debt (note 13)

     8,613       122,593  
  

 

 

   

 

 

 

Total liabilities

   $ 75,694     $ 166,038  
  

 

 

   

 

 

 

EQUITY

    

Share capital (note 16a)

   $ 932,951     $ 583,117  

Contributed surplus (note 16b)

     40,562       21,923  

Warrants (note 16c)

     95,856       95,296  

Accumulated other comprehensive loss

     (2,884     (1,252

Deficit

     (952,634     (755,688
  

 

 

   

 

 

 

Equity (deficiency) attributable to owners of the parent

     113,851       (56,604

Non-controlling interests (note 17)

     (7,163     (6,542
  

 

 

   

 

 

 

Total equity (deficiency)

     106,688       (63,146
  

 

 

   

 

 

 

Total liabilities and equity

   $ 182,382     $ 102,892  
  

 

 

   

 

 

 

Subsequent event (note 23)

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

2 of 30


LIMINAL BIOSCIENCES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of Canadian dollars except for per share amounts) (Unaudited)

   LOGO

 

     Quarter ended September 30,     Nine months ended September 30,  
     2019     2018     2019     2018  

Revenues (note 18)

   $ 5,291     $ 12,330     $ 22,276     $ 36,777  

Expenses

        

Cost of sales and other production expenses (note 4)

     3,045       9,248       11,278       30,420  

Research and development expenses

     19,605       24,105       62,954       70,525  

Administration, selling and marketing expenses

     10,319       6,222       36,553       20,869  

Loss (gain) on foreign exchange

     116       (1,301     (1,560     768  

Finance costs

     1,906       5,927       12,815       15,502  

Loss on extinguishments of liabilities (notes 13,16)

     —         1,278       92,374       1,278  

Change in fair value of financial instruments measured at fair value through profit or loss (note 12)

     —         —         (1,140     —    

Share of losses of an associate (note 9)

     —         22       —         22  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss before income taxes

   $ (29,700   $ (33,171   $ (190,998   $ (102,607
  

 

 

   

 

 

   

 

 

   

 

 

 

Income tax expense (recovery) (note 19):

        

Current

     5       (3,934     1,244       (3,935

Deferred

     2       (337     2       (2,090
  

 

 

   

 

 

   

 

 

   

 

 

 
     7       (4,271     1,246       (6,025
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (29,707   $ (28,900   $ (192,244   $ (96,582
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to:

        

Owners of the parent

     (29,602     (28,472     (191,355     (92,413

Non-controlling interests (note 17)

     (105     (428     (889     (4,169
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ (29,707   $ (28,900   $ (192,244   $ (96,582
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss per share

        

Attributable to the owners of the parent Basic and diluted (note 20)

   $ (1.27   $ (34.30   $ (14.05   $ (111.74
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of outstanding shares (in thousands)

     23,313       830       13,619       827  
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

3 of 30


LIMINAL BIOSCIENCES INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands of Canadian dollars) (Unaudited)

   LOGO

 

     Quarter ended September 30,     Nine months ended September 30,  
     2019     2018     2019     2018  

Net loss

   $ (29,707   $ (28,900   $ (192,244)     $ (96,582

Other comprehensive income

        

Items that may be subsequently reclassified to profit and loss:

        

Change in unrealized foreign exchange differences on translation of financial statements of foreign subsidiaries

     (544     (677     (1,632     (242
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive loss

   $ (30,251   $ (29,577   $ (193,876   $ (96,824
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive loss attributable to:

        

Owners of the parent

     (30,146     (29,149     (192,987     (92,655

Non-controlling interests

     (105     (428     (889     (4,169
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ (30,251   $ (29,577   $ (193,876   $ (96,824
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

4 of 30


LIMINAL BIOSCIENCES INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands of Canadian dollars) (Unaudited)

   LOGO

 

     Equity (deficiency) attributable to owners of the parent              
     Share
capital
$
     Contributed
surplus
$
    Warrants
$
     Foreign
currency
translation
reserve
$
    Deficit
$
    Total
$
    Non-
controlling
interests
$
    Total equity
(deficiency)
$
 

Balance at January 1, 2018

     575,150        16,193       73,944        (1,622     (541,571     122,094       21,447       143,541  

Net loss

     —          —         —                (92,413     (92,413     (4,169     (96,582

Foreign currency translation reserve

     —          —         —          (242     —         (242     —         (242

Issuance of shares (note 16a)

     5,589        —         —                —         5,589       —         5,589  

Share-based payments expense (note 16b)

     —          2,983       —                —         2,983       —         2,983  

Exercise of stock options (note 16b)

     1,073        (438     —                —         635       —         635  

Shares issued pursuant to restricted share unit plan
(note 16b)

     30        (30     —                —         —         —         —    

Issuance of warrants (note 16c)

     —          —         11,731              —         11,731       —         11,731  

Share and warrant issuance cost

     —          —         —                (40     (40     —         (40

Effect of changes in the ownership of a subsidiary and funding arrangements on non-controlling interests (note 17)

     —          —         —                (17,887     (17,887     14,258       (3,629
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2018

     581,842        18,708       85,675        (1,864     (651,911     32,450       31,536       63,986  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2019

     583,117        21,923       95,296        (1,252     (755,688     (56,604     (6,542     (63,146

Net loss

     —          —         —                (191,355     (191,355     (889     (192,244

Foreign currency translation reserve

     —          —         —          (1,632     —         (1,632     —         (1,632

Issuance of shares (note 16a)

     349,834        —         —                —         349,834       —         349,834  

Share-based payments expense (note 16b)

     —          19,060       —                —         19,060       —         19,060  

Share-based compensation paid in cash (note 16b)

     —          (421     —                —         (421     —         (421

Issuance of warrants (note 16c)

     —          —         560              —         560       —         560  

Share issuance cost (note 16a)

     —          —         —                (5,323     (5,323     —         (5,323

Effect of funding arrangements on non-controlling interests (note 17)

     —          —         —                (268     (268     268       —    
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2019

     932,951        40,562       95,856        (2,884     (952,634     113,851       (7,163     106,688  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

5 of 30


LIMINAL BIOSCIENCES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of Canadian dollars) (Unaudited)

   LOGO

 

Nine months ended September 30,

   2019     2018  

Cash flows used in operating activities

    

Net loss for the period

   $ (192,244   $ (96,582

Adjustments to reconcile net loss to cash flows used in operating activities :

    

Finance costs and foreign exchange

     11,083       16,007  

Change in operating inducements and obligations

     —         (1,009

Carrying value of capital and intangible assets disposed

     193       479  

Share of losses of an associate (note 9)

     —         22  

Change in fair value of financial instruments measured at fair value through profit or loss (note 12)

     (1,140     —    

Loss on extinguishments of liabilities (notes 13, 16a)

     92,374       1,278  

Deferred income taxes

     2       (2,090

Share-based payments expense (note 16b)

     18,639       2,983  

Depreciation of capital assets (note 6)

     2,840       3,104  

Depreciation of right-of-use assets (note 7)

     3,666       —    

Amortization of intangible assets (note 8)

     961       952  
  

 

 

   

 

 

 
     (63,626     (74,856

Change in non-cash working capital items

     (309     17,864  
  

 

 

   

 

 

 
   $ (63,935   $ (56,992
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from share issuances (note 16a)

     118,785       —    

Proceeds from debt and warrant issuances (notes 13, 16c)

     19,859       65,815  

Repayment of principal on long-term debt (note 13)

     (741     (1,855

Repayment of interest on long-term debt (note 13)

     (3,287     (3,903

Exercise of options (note 16b)

     —         635  

Payments of principal on lease liabilities (note 11)

     (5,709     —    

Payment of interest on lease liabilities (note 11)

     (1,365     —    

Debt, share and warrants issuance costs

     (6,698     (782

Payments of principal under finance leases

     —         (183
  

 

 

   

 

 

 
   $ 120,844     $ 59,727  
  

 

 

   

 

 

 

Cash flows used in investing activities

    

Additions to capital assets

     (3,082     (2,886

Additions to intangible assets

     (1,158     (1,069

Acquisition of convertible debt

     —         (967

Release of restricted cash

     64       —    

Interest received

     520       191  
  

 

 

   

 

 

 
   $ (3,656   $ (4,731
  

 

 

   

 

 

 

Net change in cash during the period

     53,253       (1,996

Net effect of currency exchange rate on Cash and cash equivalents

     (281     183  

Cash and cash equivalents, beginning of period

     7,389       23,166  
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 60,361     $ 21,353  
  

 

 

   

 

 

 

Comprising of:

    

Cash

     37,114       21,353  

Cash equivalents

     23,247       —    
  

 

 

   

 

 

 
   $ 60,361     $ 21,353  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed interim consolidated financial statements.

 

6 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

 

   LOGO

1. Nature of operations

Liminal BioSciences Inc. (“Liminal” or the “Company”), formerly Prometic Life Sciences Inc., is incorporated under the Canada Business Corporations Act and is a publicly traded clinical stage biotechonology company (TSX symbol: LMNL, formerly PLI; OTCQX symbol: PFSCF) focused on the discovery and development of innovative medicines against novel biologic targets for diseases in patients with serious unmet needs. The Company’s primary research focus in the Small molecule therapeutics segment, has been based on its understanding of several orphan G protein-coupled receptors (GPR’s) known as free fatty acid receptors (FFAR’s). FFAR’s are being evaluated as novel therapeutic targets for a variety of inflammatory, fibrotic and metabolic diseases in an emerging field known as immuno-metabolism. The Company is specifically focused on liver, respiratory and renal therapeutic areas, primarily in rare or orphan diseases. The Plasma-derived therapeutics segment leverages Liminal’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Company’s primary goal with respect to this second platform is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim (plasminogen) (“Ryplazim”). The Bioseparations segment provides access to its proprietary bioseparation technologies to enable pharmaceutical companies in their production of non-competing biopharmaceuticals.

On July 5, 2019, the Company performed a one thousand-to-one share consolidation of the Company’s common shares, stock options, restricted share units and warrants. The quantities and per unit prices presented in these condensed interim consolidated financial statements have been retroactively adjusted to give effect to the share consolidation.

On October 7, 2019, Prometic Life Sciences Inc. changed its name to Liminal BioSciences Inc. and the Company’s TSX stock symbol became LMNL.

The Company’s head office is located at 440, Boul. Armand-Frappier, suite 300, Laval, Québec, Canada, H7V 4B4. Liminal has Research and Development (“R&D”) facilities in the Canada, U.K. and the U.S., manufacturing facilities in Canada and the Isle of Man and business development activities in Canada, the U.S, Europe and Asia.

Structured Alpha LP (“SALP”) has been Liminal’s parent company since the April 23, 2019 debt restructuring (note 13). Thomvest Asset Management Ltd. is the general partner of SALP and the ultimate controlling parent of Liminal is The 2003 TIL Settlement. Prior to this date, Liminal did not have a controlling parent.

The unaudited condensed interim consolidated financial statements for the quarter and nine months ended September 30, 2019 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (‘IASB”) on a going concern basis, which presumes the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the ordinary course of business.

The financial condition of the Company has improved significantly since April 2019 following the completion of several transactions including the debt restructuring that took place on April 23, 2019 thereby reducing the long-term debt down to $10.0 million (note 13) and the receipt of gross proceed from equity issuances, both through private placements and the rights offering of $114.4 million (note 16). These transactions contributed to the Company having a positive working capital position, i.e. the current assets net of current liabilities, of $55.9 million at September 30, 2019. The working capital position is expected to increase subsequent to September 30, 2019, following the expected closing of the sale of the bioseparations operations (note 23). Finally, on November 11, 2019, the Company has entered into a loan agreement with SALP which makes available a line of credit of up to $75.0 million (note 23) which could be used if needed.

 

7 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

Despite the improved liquidity situation, Liminal is an R&D stage enterprise and until the Company can generate a sufficient amount of product revenue to finance its cash requirements, management expects, as required, to finance future cash needs primarily through a combination of public or private equity offerings, debt financings, strategic collaborations, business and asset divestitures, and grant funding.

2. Significant accounting policies

a) Accounting framework

These unaudited condensed interim consolidated financial statements (“interim financial statements”) for the quarter and the nine months ended September 30, 2019 have been prepared in accordance with IAS 34, Interim financial reporting. Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with IFRS, as issued by the IASB, have been omitted or condensed. These interim financial statements should therefore be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2018, which have been prepared in accordance with IFRS and which can be found at www.sedar.com.

These interim financial statements were approved for issue on November 11, 2019 by the Company’s Audit, Risk and Finance committee as delegated by the Board of Directors.

b) Adoption of new accounting standards

The accounting policies used in these interim financial statements are consistent with those applied by the Company in its December 31, 2018 audited annual consolidated financial statements except for the amendments to certain accounting standards which are relevant to the Company and were adopted by the Company as of January 1, 2019 as described below.

IFRS 16, Leases (“IFRS 16”)

IFRS 16 replaces IAS 17, Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, unless the lease term is less than 12 months, or the underlying asset has a low value. IFRS 16 substantially carries forward the lessor accounting in IAS 17 with the distinction between operating leases and finance leases being retained.

Effective January 1, 2019, the Company adopted IFRS 16 using the modified retrospective approach and accordingly the information presented for 2018 has not been restated. The cumulative effect of initially applying the standard is recognized at the date of initial application. The current and long-term portions of operating and finance lease inducements and obligations presented in the statement of financial position at December 31, 2018, reflect the accounting treatment under IAS 17 and related interpretations.

 

8 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

The Company elected to use the transitional practical expedient allowing the standard to be applied only to contracts that were previously identified as leases under IAS 17 and IFRIC 4, Determining whether an arrangement contains a lease at the date of initial application. The Company applied the definition of a lease under IFRS 16 to contracts entered into or changed on or after January 1, 2019.

The Company also elected to record right-of-use assets for leases previously classified as operating leases under IAS 17 based on the corresponding lease liability, adjusted for prepaids or liabilities existing at the date of the transition that relate to the lease. When measuring lease liabilities, the Company discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted average discount rate applied to the total lease liabilities recognized on transition was 18.54%. For leases that were previously classified as finance leases under IAS 17, the carrying amount of the right-of-use asset and the lease liability at the date of adoption was established as the carrying amount of the lease asset classified in capital assets and the finance lease obligation at December 31, 2018. These assets and liabilities are grouped under right-of-use assets and lease liabilities as of January 1, 2019 and IFRS 16 applies to these leases as of that date.

In addition, the Company elected to apply the practical expedient to account for leases for which the lease term ends within 12 months of the date of initial application as short-term leases for which it is not required to recognize a right-of-use asset and a corresponding lease liability. The Company also elected to not apply IFRS 16 when the underlying asset in a lease is of low value.

The Company has elected, for the class of assets related to the lease of building space, not to separate non-lease components from lease components, and instead account for each lease component and any associated non-lease components as a single lease component.

The table below shows which line items of the consolidated financial statements were affected by the adoption of IFRS 16 and the impact. There was no net impact on the deficit.

 

     As reported as at
December 31, 2018
     Adjustments
for the transition
to IFRS 16
     Balance as at
January 1, 2019
 

Assets

        

Prepaids

   $ 1,452      $ (84    $ 1,368  

Capital assets (note 6)

     41,113        (1,043      40,070  

Right-of-use assets (note 7)

     —          39,149        39,149  

Liabilities

        

Accounts payable and accrued liabilities (note 10)

   $ 31,855      $ (2,499    $ 29,356  

Current portion of lease liabilities (note 11)

     —          8,575        8,575  

Long-term portion of lease liabilities (note 11)

     —          34,126        34,126  

Long-term portion of operating and finance lease inducements and obligations

     1,850        (1,850      —    

Other long-term liabilities (note 14)

     5,695        (330      5,365  

Prior to adopting IFRS 16, the total minimum operating lease commitments as at December 31, 2018 were $74,977. The decrease between the total of the minimum lease payments set out in Note 29 of the audited annual consolidated financial statements for the year ended December 31, 2018 and the total lease liabilities recognized on adoption of $42,701 was principally due to the effect of discounting on the minimum lease payments. The amount also decreased slightly due to the fact that certain costs that are contractually committed under lease contracts, but which do not qualify to be accounted for as a lease liability, such as variable lease payments not tied to an index or rate, were previously included in the lease commitment table whereas they are not included in the calculation of the lease liabilities. These impacts were partially offset by the inclusion of

 

9 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

lease payments beyond minimum commitments relating to reasonably certain renewal periods that had not yet been exercised as at December 31, 2018 which effect is to increase the liability. Right-of-use assets at transition have been measured at an amount equal to the corresponding lease liabilities, adjusted for any prepaid or accrued rent relating to that lease.

The consolidated statement of operations for the quarter and nine months ended September 30, 2019 was impacted by the adoption of IFRS 16 as the recording of depreciation of the right-of-use assets continues to be recorded in the same financial statement line items as it was previously while the implicit financing component of leasing agreements is now recorded under finance costs. The impact is not simply in the form of a reclassification but also in terms of measurement, which are very much affected by the discount rates used and whether the Company has included renewal periods when calculating the lease liability.

The consolidated cash flow statement for the quarter and nine months ended September 30, 2019 was also impacted since the cash flows attributable to the lease component of the lease agreements are now shown as payments of principal and interest on lease liabilities which are now part of cash flows from financing activities.

IFRIC 23, Uncertainty over income tax treatments (“IFRIC 23”)

IFRIC 23 clarifies how the recognition and measurement requirements of IAS 12 – Income Taxes are applied where there is uncertainty over income tax treatments. The Interpretation is effective for annual periods beginning on or after January 1, 2019 and was adopted by the Company on that date. The Company assessed the impact of this Interpretation and concluded that it had no impact on the amounts recorded in its consolidated statements of financial position on the date of adoption.

c) Accounting policies not disclosed in the December 31, 2018 consolidated financial statements

Following the adoption of IFRS 16, the Company has established the following accounting policies pertaining to leases that are applicable as of January 1, 2019.

Leases

At the inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Right-of-use assets

The Company recognises a right-of-use asset at the commencement date of a lease which is when the date at which the underlying asset is available for use. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Company is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use asset is depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.

Lease liabilities

At the commencement date of a lease, the Company recognizes a lease liability measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs.

 

10 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of a lease liability is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of a lease liability is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment whether the underlying asset will be purchased.

Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to leases of 12 months or less. It also applies the lease of low-value assets recognition exemption for lease that are considered of low value i.e. below seven thousand dollars. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.

Cash equivalents

Cash and cash equivalents comprise deposits in banks and highly liquid investments having an original maturity of 90 days or less when issued.

d) Significant judgments and critical accounting estimates

The preparation of the interim consolidated financial statements requires the use of judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. The uncertainty that is often inherent in estimates and assumptions could result in material adjustments to assets or liabilities affected in future periods. As a result of the application of IFRS 16 and IFRIC 23, the Company has modified its disclosure on significant judgments and estimates. The other significant accounting judgments and critical accounting estimates applied by the Corporation, disclosed in the consolidated financial statements for the year ended December 31, 2018, remain unchanged.

Leases

Leases—The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain that this option will not be exercised.

The Company has the option, under some of its leases to lease the assets for additional terms of up to fifteen years. Judgement is applied in evaluating whether it is reasonably certain to exercise the option to renew. That is, all relevant factors that create an economic incentive for it to exercise the renewal are considered. After the commencement date, the lease term is reassessed if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew.

The renewal period is included as part of the lease term for a manufacturing plant lease which it estimated it is reasonably certain to exercise due to the importance of this asset to its operations, the limited availability on the market of a similar asset with similar rental terms and the related cost of moving the production equipment to another facility.

Uncertainty over income tax treatments

R&D tax credits for the current period and prior periods are measured at the amount the Company expects to recover, based on its best estimate and judgment, of the amounts it expects to receive from the tax authorities as at the reporting date, either in the form of income tax refunds or refundable grants. However, there are

 

11 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

uncertainties as to the interpretation of the tax legislation and regulations, in particular regarding what constitutes eligible R&D activities and expenditures, as well in regards to the amount and timing of recovery of these tax credits. In order to determine whether the expenses it incurs are eligible for R&D tax credits, the Company must use judgment and may resort to complex techniques, which makes the recovery of tax credits uncertain. As a result, there may be a significant difference between the estimated timing and amount recognized in the consolidated financial statements in respect of tax credits receivable and the actual amount of tax credits received as a result of the tax administrations’ review of matters that were subject to interpretation. The amounts recognized in the consolidated financial statements are based on the best estimates of the Company and in its best possible judgment, as noted above.

3. Accounts receivable

 

     September 30,
2019
     December 31,
2018
 

Trade receivables

   $ 2,218      $ 7,051  

Tax credits and government grants receivable

     1,986        3,737  

Sales taxes receivable

     1,373        774  

Other receivables

     347        320  
  

 

 

    

 

 

 
   $ 5,924      $ 11,882  
  

 

 

    

 

 

 

4. Inventories

 

     September 30,
2019
     December 31,
2018
 

Raw materials

   $ 3,633      $ 5,428  

Work in progress

     3,491        3,740  

Finished goods

     2,311        2,860  
  

 

 

    

 

 

 
   $ 9,435      $ 12,028  
  

 

 

    

 

 

 

Inventories sold in the amount of $2,743 and $9,949 were recognized as cost of sales and other production expenses during the quarter and the nine months ended September 30, 2019, ($8,302 and $26,638 during the quarter and the nine months ended September 30, 2018). Inventory write-downs of $108 and $575, also included in cost of sales and other production expenses, were recorded during the quarter and nine months ended September 30, 2019 ($547 and $2,222 during the quarter and nine months ended September 30, 2018).

5. Other long-term assets

 

     September 30,
2019
     December 31,
2018
 

Restricted cash

   $ 172      $ 245  

Long-term deposits

     168        142  

Tax credits receivable

     2,032        —    

Equity investments in scope of IFRS 9

     23        24  
  

 

 

    

 

 

 
   $ 2,395      $ 411  
  

 

 

    

 

 

 

 

12 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

6. Capital assets

 

     Land and
Buildings
     Leasehold
improvements
    Production
and laboratory
equipment
    Furniture and
computer
equipment
    Total  

Cost

           

Balance at December 31, 2018

   $ 4,567      $ 16,034     $ 38,885     $ 3,786     $ 63,272  

Impact of adopting IFRS 16 1)

     —          —         (1,170     —         (1,170
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2019

     4,567        16,034       37,715       3,786       62,102  

Additions

     —          207       470       169       846  

Disposals

     —          (5     (78     (14     (97

Effect of foreign exchange differences

     —          (534     (376     (34     (944
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2019

   $ 4,567      $ 15,702     $ 37,731     $ 3,907     $ 61,907  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated depreciation

           

Balance at December 31, 2018

   $ 414      $ 4,421     $ 15,071     $ 2,253     $ 22,159  

Impact of adopting IFRS 16 1)

     —          —         (127     —         (127
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2019

     414        4,421       14,944       2,253       22,032  

Depreciation expense

     146        590       1,629       475       2,840  

Disposals

     —          (2     (77     (14     (93

Effect of foreign exchange differences

     —          (141     (149     (21     (311
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2019

   $ 560      $ 4,868     $ 16,347     $ 2,693     $ 24,468  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Carrying amounts

           

At September 30, 2019

   $ 4,007      $ 10,834     $ 21,384     $ 1,214     $ 37,439  

At January 1, 2019

     4,153        11,613       22,771       1,533       40,070  

At December 31, 2018

     4,153        11,613       23,814       1,533       41,113  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

1) 

The balance of fixed assets capitalized as finance lease assets under IAS 17 where transferred to right-of-use assets upon adoption of IFRS 16 (note 2).

As at September 30, 2019, there are $7,408 and $3,678 of production and laboratory equipment and leasehold improvements, respectively, net of government grants, that are not yet available for use and for which depreciation has not started ($8,322 and $6,610 as of December 31, 2018).

 

13 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

7. Right-of-use assets

 

     Buildings      Production
and laboratory
equipment
     Other      Total  

Cost

           

Transfer from capital assets on adoption of IFRS 16 (note 6)

   $ —        $ 1,170      $ —        $ 1,170  

Initial recognition of assets under operating leases on adoption of IFRS 16

     37,552        460        94        38,106  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at January 1, 2019

     37,552        1,630        94        39,276  

Additions

     1,880        —          49        1,929  

Effect of foreign exchange differences

     (236      —          —          (236
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at September 30, 2019

   $ 39,196      $ 1,630      $ 143      $ 40,969  
  

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated depreciation

           

Transfer from capital assets on adoption of IFRS 16 (note 6)

   $ —        $ 127      $ —        $ 127  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at January 1, 2019

     —          127        —          127  

Depreciation expense

     3,190        444        32        3,666  

Effect of foreign exchange differences

     (9      (1      —          (10
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at September 30, 2019

   $ 3,181      $ 570      $ 32      $ 3,783  
  

 

 

    

 

 

    

 

 

    

 

 

 

Carrying amounts

           

At September 30, 2019

   $ 36,015      $ 1,060      $ 111      $ 37,186  

At January 1, 2019

     37,552        1,503        94        39,149  
  

 

 

    

 

 

    

 

 

    

 

 

 

8. Intangible assets

 

     Licenses and
other rights
     Patents      Software      Total  

Cost

           

Balance at January 1, 2019

   $ 160,782      $ 6,997      $ 3,286      $ 171,065  

Additions

     —          508        412        920  

Disposals

     —          (524      (39      (563

Effect of foreign exchange differences

     (30      (136      (14      (180
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at September 30, 2019

   $ 160,752      $ 6,845      $ 3,645      $ 171,242  
  

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated amortization

           

Balance at January 1, 2019

   $ 147,356      $ 2,838      $ 1,068      $ 151,262  

Amortization expense

     309        320        332        961  

Disposals

     —          (365      (9      (374

Impairments

     —          535        —          535  

Effect of foreign exchange differences

     (24      (82      (8      (114
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance at September 30, 2019

   $ 147,641      $ 3,246      $ 1,383      $ 152,270  
  

 

 

    

 

 

    

 

 

    

 

 

 

Carrying amounts

           

At September 30, 2019

   $ 13,111      $ 3,599      $ 2,262      $ 18,972  

At December 31, 2018

     13,426        4,159        2,218        19,803  
  

 

 

    

 

 

    

 

 

    

 

 

 

9. Investment in an associate

In February 2019, the Company decided that it was no longer part of its strategy to pursue the development of Inter-alpha Inhibitor proteins and has undertaken discussions with ProThera Biologics, Inc. (“ProThera”) to terminate the various corporate and commercial agreements it has in place with ProThera. The Company determined that, from that point on, it no longer had significant influence over ProThera and therefore changed its accounting for its investment in ProThera’s common shares as an investment in an associate to that of a financial asset at fair value through profit and loss. The fair value of such financial asset was evaluated at $nil both in February 2019 and at the current financial position date. Consequently, any future transactions between the Company and ProThera will no longer be disclosed as a related party transaction.

 

14 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

10. Accounts payable and accrued liabilities

 

     September 30,
2019
     December 31,
2018
 

Trade payables

   $ 11,438      $ 21,097  

Wages and benefits payable

     5,793        1,975  

Current portion of operating and finance lease inducements and obligations

     —          5,844  

Current portion of settlement fee payable

     114        102  

Current portion of royalty payment obligations (note 14)

     56        68  

Current portion of license acquisition payment obligation (note 14)

     1,324        1,363  

Current portion of other employee benefit liabilities (note 14)

     1,211        1,406  
  

 

 

    

 

 

 
   $ 19,936      $ 31,855  
  

 

 

    

 

 

 

11. Lease liabilities

 

Transfer of finance leases from operating and finance lease inducements and obligations

   $ 846  

Initial recognition of lease liabilities under operating leases on adoption of IFRS 16

     41,855  
  

 

 

 

Balance at January 1, 2019

   $ 42,701  

Additions

     2,328  

Interest expense

     5,460  

Payments

     (7,074

Effect of foreign exchange differences

     (483
  

 

 

 

Balance at September 30, 2019

   $ 42,932  

Less current portion of lease liabilities

     9,022  
  

 

 

 

Long-term portion of lease liabilities

   $ 33,910  
  

 

 

 

Interest expense on lease liabilities for the quarter and nine months ended September 30, 2019 was $1,821 and $5,460, respectively and is included as part of finance costs in the consolidated statement of operations.

12. Warrant liability

As consideration for the modification of the terms of the loan agreements on November 14, 2018, the Company had a commitment to issue warrants (“Warrants #9”) to the holder of the long-term debt on or before March 20, 2019. The exact number of warrants to be issued was based on the number of warrants necessary to increase the ownership of the holder of the long-term debt to 19.99% on a fully diluted basis at the date of issuance.

On February 22, 2019, the Company further amended the fourth loan agreement with the addition of two tranches, one of US$10 million and another one of US$5 million, that were drawn on February 22, 2019 and March 22, 2019 respectively. As consideration for the modification to the fourth loan agreement, the Company amended the terms applicable at the time of issuance of Warrants #9 to reduce the originally agreed exercise price from $1,000.00 to $156.36 per preferred share and to issue the Warrants #9 concurrently with the modification. Accordingly, the Company issued 19,402 warrants on February 22, 2019. Each warrant entitles the holder to acquire one preferred share (note 16c) at a price of $156.36 per preferred share and will expire on February 22, 2027. The Warrants #9 did not meet the definition of an equity instrument since the underlying preferred shares qualify as a liability instrument, and therefore they were accounted for as a financial instrument carried at fair value through profit or loss.

 

15 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

The change in fair value of the warrant liability between December 31, 2018, when it was valued at $157 and prior to its modification on February 22, 2019, in the amount of $218 was recorded in the consolidated statement of operations. The Company recorded the increase in fair value of the warrants of $1,137 resulting from the reduction of the exercise price of Warrants #9 on February 22, 2019 against the two additional tranches of the credit facility, treating the increase as financing fees. The changes in fair value of the warrant liability between February 22, 2019, after the modification, and March 31, 2019 was an increase of $11 and a decrease in fair value of $1,369 (a gain) between March 31, 2019 to April 23, 2019. Both variations were recorded in the consolidated statements of operations. The estimated fair value of these warrants at April 23, 2019 was $153.

As part of the debt restructuring agreement on April 23, 2019 (note 13), all the outstanding warrants belonging to the holder of the debt, including the Warrants #9, were cancelled and replaced by new warrants (note 16c). The cancellation and the issuance of new warrants was treated as a modification. Following this modification, the Warrants #9 no longer meet the definition of a liability instrument and the Company reclassified the fair value of the Warrants #9 as of April 23, 2019 of $153 from warrant liability to warrants classified as equity.

The fair value of Warrants #9 on the various dates was calculated using a Black-Scholes option pricing model with the assumptions provided in the table below. In order to estimate the fair value of the underlying preferred share, the Company used the market price of Liminal’s common shares at the measurement date, discounted for the fact that the preferred shares are illiquid. The value of the discount was calculated using a European put option model to sell a common share of Liminal at the price of $1,000.00 or $156.36 per share in 20 years.

 

     April 23,
2019
    February 22,
2019
    December 31,
2018
 

Underlying preferred share fair value

     32.43       152.15       130.00  

Number of warrants issued on February 22, 2019

     19,402       19,402       14,088  

Volatility

     55.6     48.1     44.5

Risk-free interest rate

     1.66     1.84     2.82

Remaining life until expiry

     7.8       8.0       7.9  

Expected dividend rate

     —         —         —    

 

16 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

13. Long-term debt

The transactions during the nine months ended September 30, 2019 and the carrying value of the long-term debt at September 30, 2019 were as follows:

 

     2019  

Balance at January 1

   $ 125,804  

Stated and accreted interest

     7,561  

Drawdown on Credit Facility

     18,677  

Repayment of principal through share issuance

     (141,536

Repayment of principal with cash

     (741

Repayment of stated interest

     (3,287

Extinguishment of loan—April 23, 2019 loan modification

     (4,667

Recognition of loan—April 23, 2019 loan modification

     8,521  

Foreign exchange revaluation on Credit Facility balance

     (1,311
  

 

 

 

Balance at September 30

   $ 9,021  
  

 

 

 

At September 30, 2019, the carrying amount of the debt comprised the following loans:

 

     September 30,
2019
 

Loan with the parent having a principal of $10,000 maturing on April 23, 2024 with an effective interest rate of 15,05% 1)

   $ 8,613  

Non-interest bearing government term loan having a principal amount of $329 repayable in equal monthly installments of $82 until January 31, 2020 with an effective interest rate of 8.8%

     408  
  

 

 

 
   $ 9,021  

Less current portion of long-term debt

     (408
  

 

 

 

Long-term portion of long-term debt

   $ 8,613  
  

 

 

 

 

1)

The Loan with the parent is secured by all the assets of the Company and requires that certain covenants be respected including maintaining an adjusted working capital ratio.

On February 22, 2019, the Company amended the fourth loan agreement (“Credit Facility”) with the addition of two tranches of US$10 million and US$5 million which the Company drew on February 22 and March 22, 2019, respectively. Those two tranches bear interest at an annual rate of 8.5% payable quarterly. Concurrently with the amendment, the Company agreed to reduce the exercise price of Warrants #9 from $1,000.00 to $156.36 per preferred share and to immediately issue those warrants (note 12). The incremental fair value of the warrant liability of $1,137 due to this change was recognized as deferred financing fees related to the additional two tranches received. The Company recorded the credit facility draws on February 22, 2019 and March 22, 2019 at its fair value at the transaction date less the associated transaction costs and financing fees of $45 and $1,137 respectively, for a net amount of $18,677.

On April 23, 2019, the Company entered into a debt restructuring agreement with the long-term debt holder whereby the entirety of the principal on the Credit Facility plus a portion of the interest due, the entirety of the First and Second Original Issue Discount (“OID”) loans and the majority of the Third OID loan would be repaid by Liminal by the issuance of common shares, at a conversion price, rounded to the nearest two decimals, of $15.21 per common share. Consequently, the US$95 million of principal plus interest due on the Credit Facility was reduced to $663 and the aggregate face value of the three OID loans was reduced by $99,552 to $10,000 with the remaining balance of the Third OID loan modified into an interest-bearing loan at a stated interest 10% payable quarterly. This resulted in the reduction of the long-term debt recorded on the consolidated statement of financial position by $141,536. The Company issued 15,050,312 common shares on that date which were recorded in share capital at a value of $228,915. The difference between the carrying amount of the debt converted into common shares and the increase in the value of the share capital is recognized as a loss on extinguishment of a loan of $87,379. The balance of interest due on the credit facility of $663 was paid in cash.

 

17 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

Since November 14, 2018, all transactions with SALP are considered related party transactions however following the issuance of the common shares to SALP as a result of the debt restructuring, SALP obtained control over the Company and since then, is Liminal’s controlling parent.

Pursuant to the debt restructuring, the Company cancelled the warrants previously held by SALP and replaced them with new warrants having an exercise price rounded to the nearest two decimals of $15.21 per common share, expiring on April 23, 2027 (note 16c). The incremental fair value of the replacement warrants was recognized in warrants equity and as part of the loss on the debt extinguishment together with the legal fees incurred to finalize all the related legal agreements.

The modification in terms of the remaining balance of the Third OID loan of $10,000 was accounted for as an extinguishment of the long-term debt and the re-issuance of a new interest-bearing loan (“Loan with the parent”). The difference between the carrying amount of the loan extinguished of $4,667 and the fair value of the new Loan with the parent of $8,521 recognized was recorded as a loss on debt extinguishment of $3,854. The fair value of the modified loan was determined using a discounted cash flow model with a market interest rate of 15.1%.

As a result of this transaction and the extinguishments of debt that occurred earlier in the year following payments made to suppliers by the issuance of equity (note 16a), the consolidated statement of operations for the quarter and the nine months ended September 30, 2019, includes a loss on extinguishment of liabilities of $92,374 detailed as follows:

 

Loss on extinguishment of liabilities due to April 23, 2019 loan modification

Comprising the following elements:

  

Debt to equity conversion

   $ 87,379  

Expensing of financing fees on loan extinguishment

     653  

Extinguishment of previous loan

     (4,667

Recognition of modified loan

     8,521  

Expensing of increase in the fair value of the warrants (note 16c)

     408  
  

 

 

 

Loss on extinguishment of liabilities due to April 23, 2019 loan modification

   $ 92,294  

Loss on extinguishment of liabilities to suppliers (note 16a)

     80  
  

 

 

 

Loss on extinguishments of liabilities

   $ 92,374  
  

 

 

 

As at September 30, 2019, the Company was in compliance with all of its covenants under its long-term debt agreement.

 

18 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

14. Other long-term liabilities

 

     September 30,
2019
     December 31,
2018
 

Royalty payment obligations

   $ 3,124      $ 3,077  

License acquisition payment obligation

     1,324        2,726  

Other employee benefit liabilities

     1,497        2,399  

Other long-term liabilities

     —          330  
  

 

 

    

 

 

 
   $ 5,945      $ 8,532  

Less:

     

Current portion of royalty payment obligations (note 10)

     (56      (68

Current portion of license acquisition payment obligation (note 10)

     (1,324      (1,363

Current portion of other employee benefit liabilities (note 10)

     (1,211      (1,406
  

 

 

    

 

 

 
   $ 3,354      $ 5,695  
  

 

 

    

 

 

 

15. Contractual obligations

The following table presents the contractual maturities of the financial liabilities as of September 30, 2019:

 

            Contractual Cash flows  
     Carrying
amount
     Payable
within 1 year
     2 - 4
years
     5 years      Later than
5 years
     Total  

Accounts payable and accrued liabilities

   $ 19,936      $ 19,936      $ —        $ —        $ —        $ 19,936  

Long-term portion of royalty payment obligations

     3,068        —          3,389        26        265        3,680  

Lease liabilities

     42,932        9,820        26,548        7,593        45,896        89,857  

Long-term portion of other employee benefit liabilities

     286        —          286        —          —          286  

Long-term debt 1)

     8,613        1,341        3,025        10,569        —          14,935  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 74,835      $ 31,097      $ 33,248      $ 18,188      $ 46,161      $ 128,694  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

1)

Under the terms of the Loan with the parent (note 13), the holder of Warrants #10 may decide to cancel a portion of the principal value of the loan as payment upon the exercise of these warrants. The maximum repayment due on the loan has been included in the above table.

16. Share capital and other equity instruments

On July 5, 2019, the Company performed a one thousand-to-one share consolidation of the Company’s common shares, stock options, restricted share units and warrants. The quantities and per unit prices presented throughout the interim financial statements, including this note, have been retroactively adjusted to give effect to the share consolidation.

a) Share capital

 

     September 30, 2019      September 30, 2018  
     Number      Amount      Number      Amount  

Issued common shares

     23,313,164      $ 932,951        718,068      $ 582,242  

Share purchase loan to a former officer

     —          —          —          (400
  

 

 

    

 

 

    

 

 

    

 

 

 

Issued and fully paid common shares

     23,313,164      $ 932,951        718,068      $ 581,842  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

19 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

Changes in the issued and outstanding common shares during the nine months ended September 30, 2019 and 2018 were as follows:

 

     September 30, 2019      September 30, 2018  
     Number      Amount      Number      Amount  

Balance—beginning of period

     720,306      $ 583,117        710,549      $ 575,150  

Issued to acquire assets

     4,420        1,326        1,113        1,960  

Issued to acquire non-controlling interest (note 17)

     —          —          4,712        3,629  

Exercise of stock options (note 16b)

     —          —          1,677        1,073  

Shares issued pursuant to a restricted share units plan (note 16b)

     —          —          17        30  

Shares issued pursuant to debt restructuring

     15,050,312        228,915        —          —    

Shares issued for cash

     7,536,654        118,648        —          —    

Shares released from escrow

     —          400        —          —    

Shares issued in payment to suppliers

     1,472        545        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance—end of period

     23,313,164      $ 932,951        718,068      $ 581,842  
  

 

 

    

 

 

    

 

 

    

 

 

 

2019

In November 2018, the Company entered into an ”At-the-Market” (“ATM”) Equity Distribution Agreement (“EDA”) under which the Company is able, at its discretion and from time to time, subject to conditions in the EDA, to offer common shares through ATM issuances on the TSX or any other marketplace for aggregate proceeds not exceeding $31 million. This agreement provides that common shares are to be sold at market prices prevailing at the time of sale. In the nine months ended September 30, 2019, the Company issued a total of 12,865 common shares at an average price of $327.55 per share under the ATM for aggregate gross proceeds of $4,214, less transaction costs of $248 recorded in deficit, for total net proceeds of $3,966.

On January 29, 2019, the Company issued 4,420 common shares in settlement of second payment due for the license acquisition payment obligation and recorded $1,326 in share capital based on the market value of the shares on that date.

On February 25 and 27, 2019, the Company issued a total of 1,472 common shares in payment for amounts due to certain suppliers. This transaction was accounted for as an extinguishment of liabilities and the difference between the carrying value of the accounts payable of $465 and the amount recorded for the shares issued of $545, which were valued at the market price of the shares on their date of issuance, was recorded as a loss on extinguishment of liabilities of $80.

As part of the settlement agreement concluded in April 2019 with the former CEO of the Company, common shares held in escrow as security for a share purchase loan of $400 to the former CEO were released and the loan extinguished in exchange for the receipt of a payment of $137, representing the fair value of the shares at the time of the settlement.

On April 23, 2019, the Company issued 15,050,312 common shares as part of the debt restructuring (note 13). The shares issued in relation with the debt restructuring contained trading restrictions and accordingly, the Company determined that their quoted price did not fairly represent the value of the shares issued. As such, the issued shares were recorded at fair value using a market approach under a level 2 fair value measurement of $15.21 per share, resulting in a value of the shares issued of $228,915. The fair value was based on a share issuance for cash on the same date with a non-related party. The difference between the adjustment to the carrying value of the loan of $141,536 and the amount recorded for the shares issued of $228,915 was recorded as a loss on extinguishment of a loan of $87,379.

Concurrently, the Company closed two private placements for 4,931,161 common shares at a subscription price rounded to the nearest two decimals of $15.21 for gross proceeds of $75,000, less transaction costs of $4,802 recorded in deficit, for total net proceeds of $70,198. SALP’s participation in the private placement was for gross proceeds to the Company of $25.0 million.

 

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LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

In May 2019, the Company announced a Rights Offering to the holders of its common shares at the close of business on May 21, 2019 to subscribe for up to 0.02 common shares (20 common share on a pre-consolidated basis) for a subscription price rounded to the nearest two decimals of $15.21 per common share. The Right Offering was subject to a proration to ensure that no more than $75,000 was raised. In June 2019, the Company issued 2,592,628 common shares for gross proceeds of $39,434 as part of the Right Offerings less transactions costs of $271 recorded in deficit, for total net proceeds of $39,163.

2018

On January 29, 2018, the Company issued 742 common shares in partial payment for the acquisition of a license and 371 common shares to acquire an option to buy production equipment. Based on the $1760 share price on that date, the values attributed to the shares issued were $1,960.

On April 27, 2018, the Company reacquired the non-controlling shareholders’ 13% interest in Prometic Bioproduction Inc. in exchange for the issuance of 4,712 common shares of the Company. Based on the $770 share price on that date, the value attributed to the shares issued was $3,629 (note 17).

b) Contributed surplus (Share-based payments)

Stock options

Changes in the number of stock options outstanding during the nine months ended September 30, 2019 and 2018 were as follows:

 

     September 30, 2019      September 30, 2018  
     Number      Weighted
average
exercise price
     Number      Weighted
average
exercise price
 

Balance—beginning of period

     21,625      $ 1,464.49        14,256      $ 1,782.70  

Granted

     2,118,810        34.33        143        770.00  

Forfeited

     (9,585      258.46        (291      1,947.04  

Exercised

     —                 (1,681      376.10  

Cancelled

     (11,084      1,256.73        —          —    

Expired

     (1,984      1,129.64        (48      340.00  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance—end of period

     2,117,782      $ 40.49        12,379      $ 1,963.74  
  

 

 

    

 

 

    

 

 

    

 

 

 

2019

On January 24, 2019, 1,622 stock options were granted at an exercise price of $300.00 and vesting on December 31, 2019. On June 4, 2019, 1,794,224 stock options were granted to key management at a strike price of $36.00 of which 248,825 stock options vested immediately and the remaining vest over a period up to six years. On June 19, 2019, 251,714 stock options were issued at a strike price of $27.00 of which 60,717 stock options vested immediately and the remaining vest over a period up to four years. The weighted average grant date fair value of the stock options issued in 2019 was $13.17.

In June and August 2019 the Company cancelled the options that were issued prior to June 2019, as the exercise price of these options were so above the market price at the time, that it was highly unlikely that they would ever be exercised. In compensation for their agreement to the cancellation, key management and employees, received the new options granted to them in June 2019 discussed above. Consequently, 11,084 stock options with a weighted average exercise price of $1,256.73 were cancelled. There was no exercise of stock options in 2019.

 

21 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

2018

During the nine months ended September 30, 2018, 1,681 stock options were exercised resulting in cash proceeds of $635 and a transfer from contributed surplus to share capital of $438. The weighted average share price on the date of exercise of the options during the nine months ended September 30, 2018 was $1,040.00.

The Company uses the Black-Scholes option pricing model to calculate the fair value of options at the date of grant. The weighted average inputs into the model and the resulting grant date fair values during the nine months ended September 30, 2019 and 2018 were as follows:

 

     September 30, 2019     September 30, 2018  

Expected dividend rate

     —         —    

Expected volatility of share price

     45.0     63.8

Risk-free interest rate

     1.4     2.1

Expected life in years

     7.3       6.9  

Weighted average grant date fair value

   $ 13.17     $ 548.98  

All stock options granted in 2018 and 2019 had a contractual life of 10 years.

At September 30, 2019, options issued and outstanding by range of exercise price are as follows:

 

Range of
exercise price

   Number
outstanding
     Weighted average
remaining
contractual life
(in years)
     Weighted
average
exercise price
     Number
exercisable
     Weighted
average
exercise price
 

$11.99 - $27.00

     314,970        9.8      $ 23.60        60,567      $ 27.00  

$36.00

     1,794,224        9.7        36.00        274,715        36.00  

$390.00 - $3190.00

     8,588        6.2        1598.03        6,587        1,763.05  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     2,117,782        9.7      $ 40.49        341,869      $ 67.68  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

A share-based payment compensation expense of $2,351 and $9,576 was recorded for the options for the quarter and the nine months ended September 30, 2019, respectively ($806 and $2,128 for the quarter and the nine months ended September 30, 2018). The portion of this compensation pertaining to key management personnel is $2,127 and $7,564 for the quarter and the nine months ended September 30, 2019 ($181 and $894 for the quarter and nine months ended September 30, 2018).

 

22 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

Restricted share units (“RSU”)

Changes in the number of RSU outstanding during the nine months ended September 30, 2019 and 2018 were as follows:

 

     September 30,
2019
     September 30,
2018
 

Balance—beginning of period

     18,355        9,877  

Granted

     12,564        —    

Expired

     —          (455

Forfeited

     (401      (41

Released

     —          (10

Paid in cash

     (8,396      —    

Cancelled

     (4,305      —    
  

 

 

    

 

 

 

Balance—end of period

     17,817        9,371  
  

 

 

    

 

 

 

2019

On January 31, 2019, the Company granted 12,564 RSU at a grant price of $300.00 and a one-year vesting period. On May 30, 2019, the Company decided to vest the 12,564 RSU and the employees were given the choice to receive the then current value of the shares in cash or to receive the shares at a later date. As a result, 8,396 RSU were released and paid in cash resulting in a reduction to contributed surplus of $421.

On May 7, 2019 the 12,886 performance-based RSU pertaining to the “2017-2019” cycle and the “2018-2020” cycle were modified by removing the performance conditions and converting them into time-vesting RSU. The quantity modified into time-vesting units was equivalent to the 100% achievement range whereby in the past, the outcome of the performance conditions could go from zero to 150%. In the past, the Company has always reported the quantity of RSU outstanding as the maximum number of shares that could be issued under the plan. This change resulted in the cancellation of 4,305 units.

At September 30, 2019, 8,315 vested RSU and 9,502 unvested RSU were outstanding. Share-based payment compensation expense of $280 and $9,484 was recorded during the quarter and the nine months ended September 30, 2019, respectively. The portion of this compensation related to key management personnel is $243 and $6,745 for the quarter and the nine months ended September 30, 2019.

2018

At September 30, 2018, 1,874 vested RSU and 7,497 unvested RSU were outstanding. During the nine months ended September 30, 2018, 10 vested RSU were released and an equivalent number of shares were issued out of treasury resulting in a transfer from contributed surplus to share capital of $30. A share-based payment compensation expense of $351 and $856 were recorded during the quarter and the nine months ended September 30, 2018, respectively. The portion of this compensation related to key management personnel is $368 and $851 for the quarter and the nine months ended September 30, 2018, respectively.

 

23 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

Share-based payment expense

The total share-based payment expense, comprising the above-mentioned expenses for stock options and RSU, has been included in the consolidated statements of operations for the quarter and the nine months ended September 30, 2019 and 2018 as indicated in the following table:

 

     Quarter ended September 30,      Nine months ended September 30,  
     2019      2018      2019      2018  

Cost of sales and other production expenses

   $ 7      $ 80      $ 95      $ 171  

Research and development expenses

     402        495        6,174        1,287  

Administration, selling and marketing expenses

     2,222        582        12,791        1,525  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 2,631      $ 1,157      $ 19,060      $ 2,983  
  

 

 

    

 

 

    

 

 

    

 

 

 

c) Warrants

The following table summarizes the changes in the number of warrants outstanding during the nine months ended September 30, 2019 and 2018:

 

     September 30, 2019      September 30, 2018  
     Number      Weighted
average
exercise price
     Number      Weighted
average
exercise price
 

Balance of warrants—beginning of period

     153,611      $ 1,028.35        121,671      $ 2,109.21  

Issued for cash

     19,402        156.36        —          —    

Issued to acquire assets

     —          —          4,000        3,000.00  

Cancelled—loan modification

     (168,735      872.51        —          —    

Issued—loan modification

     168,735        15.21        —          —    

Expired

     (278      6,390.00        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants—end of period

     172,735      $ 84.33        125,671      $ 2,137.56  
  

 

 

    

 

 

    

 

 

    

 

 

 

Balance of warrants exercisable—end of period

     170,735      $ 50.17        121,671      $ 2,109.21  
  

 

 

    

 

 

    

 

 

    

 

 

 

2019

On February 22, 2019, pursuant to modifying the fourth loan agreement (note 13), the Company issued 19,402 warrants, Warrants #9, having an exercise price of $156.36. Warrants #9 do not meet the definition of an equity instrument since the underlying preferred shares qualify as a liability instrument, and therefore they must be accounted for as a financial instrument carried at fair value through profit or loss (note 12).

On April 23, 2019, as part of the debt restructuring (note 13), 168,735 warrants (Warrants #1, 2, 8 and 9) were cancelled and replaced with an equivalent number of new warrants, Warrants #10, that will be exercisable at an exercise price of $15.21 per common share and expire on April 23, 2027. The increase in the fair value of the replacement warrants compared to those cancelled was $408 at the date of the modification and was recorded in shareholders’ equity – warrants with the corresponding expense recorded as part of the loss on extinguishment of liabilities due to the debt restructuring.

2018

On January 29, 2018, the Company issued 4,000 warrants to acquire common shares, as consideration for a license. The warrants have an exercise price of $3,000.00 per share and expire after five years. The first 2,000 warrants become exercisable after one year while the second 2,000 warrants become exercisable after two years. The fair value of the warrants and consequently the value of the license is $1,743 and was determined using a Black-Scholes option pricing model.

On November 30, 2017, pursuant to entering into a non-revolving credit facility agreement, the Company issued the Seventh Warrants to the holder of the long-term debt. Further details concerning the credit facility are provided in note 13. The Seventh Warrants consist of 54,000 warrants from which 10,000 warrants were exercisable as of the date of the agreement and the remaining 44,000 warrants become exercisable as and if

 

24 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

the Company draws upon the credit facility in increments of US$10 million; 5,000 warrants become exercisable for each US$10 million drawn on the first US$40 million tranche of the credit facility and 6,000 warrants become exercisable for each US$10 million drawn on the second US$40 million tranche of the credit facility. Each warrant gives the holder the right to acquire one common share at an exercise price of $1,700.00. The warrants expire on June 30, 2026. Although the warrants are issued and outstanding in the warrant table above, for accounting purposes, these warrants will be recognized and measured at the time they become exercisable.

As the Company drew an amount of US$10 million on the Credit Facility on each of January 22, February 23, April 30, August 2, September 21, and November 22, 2018, the amounts received were allocated to the debt and the Warrants #7 that vested upon the draw, based on their fair value at the time of the drawdown. The aggregate value of the proceeds attributed to the warrants that became exercisable on those dates was $11,159, which was recorded in equity.

On November 14, 2018 an agreement was signed between the Company and the holder of the long-term debt to extend the maturity of the three OID loans and the Credit Facility (note 13). As part of the cost for the debt modification, the Company proceeded on November 30, 2018 to cancel 100,117 existing warrants (Warrants #3 to 7) and replace them with 128,057 new warrants (Warrants #8), each giving the holder the right to acquire one common share at an exercise price of $1000.00 per share, paid either in cash or in consideration of the lender’s cancellation of an equivalent amount of the face value of an OID loan. The warrants expire on November 30, 2026. A payment of $10 was received from the holder of the long-term debt as part of this transaction. The increase in the fair value of the replacement warrants compared to those cancelled was $8,440 at the date of the modification. This value in addition to the payment received was recorded in shareholders’ equity – warrants and the corresponding debit was recorded against the gain on extinguishment of liabilities relating to the debt modification.

As at September 30, 2019, the following warrants were outstanding:

 

Number

  

Expiry date

   Exercise price  
    4,000    January 2023      3,000.00  
168,735    April 2027      15.21  

 

     

 

 

 
172,735       $ 84.33  

 

     

 

 

 

 

25 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

17. Non-controlling interests

The interests in the subsidiaries for which the Company currently holds less than 100 % interest are as follows:

 

Name of subsidiary

   Segment activity    Place of incorporation
and operation
     Proportion of ownership
interest held by the group
 
                 2019     2018  

Pathogen Removal and Diagnostic Technologies Inc .

   Bioseparations      Delaware, U.S.        77     77

NantPro Biosciences, LLC

   Plasma-derived therapeutics      Delaware, U.S.        73     73

The non-controlling interest (“NCI”) in Prometic Bioproduction Inc.’s owned 13% of the common shares until April 2018, when the Company acquired these shares. Until that time, the NCI in Prometic Bioproduction Inc. was attributed its share of the operating results and the financial position of the entity.

The losses allocated to the NCI in the consolidated statements of operations, per subsidiary are as follows:

 

     Quarter ended September 30,      Nine months ended September 30,  
     2019      2018      2019      2018  

Consolidated statements of operations :

           

Prometic Bioproduction Inc .

   $ —        $ —        $ —        $ (926

Pathogen Removal and Diagnostic Technologies Inc .

     (13      (21      (621      (634

NantPro Biosciences, LLC

     (92      (407      (268      (2,609
  

 

 

    

 

 

    

 

 

    

 

 

 

Total non-controlling interests

   $ (105    $ (428    $ (889    $ (4,169
  

 

 

    

 

 

    

 

 

    

 

 

 

The NantPro Biosciences, LLC (“NantPro”) non-controlling interest’s share in the funding of the subsidiary by Liminal was $268 for the nine months ended September 30, 2019 ($2,609 for the nine months ended September 30, 2018) and has been presented in the consolidated statements of changes in equity. The share of the NCI in the NantPro statement of financial position is $Nil at September 30, 2019 and December 31, 2018.

The share of the NCI in Pathogen Diagnostic Technologies Inc. statement of financial position represents an asset on the Company’s consolidated statement of financial position of $7,163 at September 30, 2019 and $6,542 at December 31, 2018, respectively.

18. Revenues

 

     Quarter ended September 30,      Nine months ended September 30,  
     2019      2018      2019      2018  

Revenues from the sale of goods

   $ 4,970      $ 11,822      $ 21,117      $ 35,301  

Revenues from the rendering of services

     286        445        1,057        1,024  

Rental revenue

     35        63        102        452  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 5,291      $ 12,330      $ 22,276      $ 36,777  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

26 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

19. Income taxes

As a result of the conversion of the parent’s debt into shares of Liminal, more than 50% of the issued shares of Liminal are now owned by a single shareholder. The tax rules in the jurisdictions in which Liminal operates create restrictions that will have an impact on how some of the losses are available to shelter taxable income generated in taxation years ending after this change of ownership. Management continues to evaluate the practical implications of the application of these rules in each jurisdiction as well as looking at alternatives to mitigate the implications related to their application.

20. Basic and diluted earnings per share

The Company presents basic and diluted earnings per share (“EPS”) data for its common shares. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period, adjusted for any bonus element.

The number of average basic and diluted shares outstanding for all the periods presented in the consolidated statements of operations have been adjusted in order to reflect the effect of the bonus element of the Rights Offering that occurred in June 2019 and the share consolidation that took place on July 5, 2019 (note 16).

21. Segmented information

The Company’s three operating segments are Small molecule therapeutics, Plasma-derived therapeutics and Bioseparations.

a) Revenues and expenses by operating segments:

 

For the quarter ended September 30, 2019

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations     Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 791     $ 4,464     $ 36     $ 5,291  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     —         791       4,464       36       5,291  

Cost of sales and other production expenses

     —         477       2,574       (6     3,045  

Manufacturing and purchase cost of therapeutics used for R&D activities

     34       9,474       —         (37     9,471  

R&D—Other expenses

     3,799       4,809       1,526       —         10,134  

Administration, selling and marketing expenses

     1,153       1,902       728       6,536       10,319  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment loss

   $ (4,986   $ (15,871   $ (364   $ (6,457   $ (27,678

Loss on foreign exchange

             116  

Finance costs

             1,906  
          

 

 

 

Net loss before income taxes

           $ (29,700
          

 

 

 

Other information

          

Depreciation and amortization

   $ 210     $ 1,878     $ 289     $ 158     $ 2,535  

Share-based payment expense

     470       358       25       1,778       2,631  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

27 of 30


LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

   LOGO

 

For the quarter ended September 30, 2018

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations     Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 6,187     $ 6,107     $ 36     $ 12,330  

Intersegment revenues

     —         7       —         (7     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     —         6,194       6,107       29       12,330  

Cost of sales and other production expenses

     —         5,536       3,758       (46     9,248  

Manufacturing and purchase cost of therapeutics used for R&D activities

     —         10,273       —         (22     10,251  

R&D—Other expenses

     4,166       8,071       1,616       1       13,854  

Administration, selling and marketing expenses

     958       2,598       741       1,925       6,222  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment loss

   $ (5,124   $ (20,284   $ (8   $ (1,829   $ (27,245

Gain on foreign exchange

             (1,301

Finance costs

             5,927  

Losses on extinguishments of liabilities

             1,278  

Share of losses of an associate

             22  
          

 

 

 

Net loss before income taxes

           $ (33,171
          

 

 

 

Other information

          

Depreciation and amortization

   $ 93     $ 932     $ 232     $ 88     $ 1,345  

Share-based payment expense

     254       293       66       544       1,157  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

For the nine months ended September 30, 2019

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ 33     $ 3,714     $ 18,423      $ 106     $ 22,276  

Intersegment revenues

     —         7       191        (198     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     33       3,721       18,614        (92     22,276  

Cost of sales and other production expenses

     —         2,140       9,190        (52     11,278  

Manufacturing and purchase cost of therapeutics used for R&D activities

     54       30,596       —          (198     30,452  

R&D—Other expenses

     10,357       16,916       5,229        —         32,502  

Administration, selling and marketing expenses

     3,376       5,912       2,378        24,887       36,553  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (13,754   $ (51,843   $ 1,817      $ (24,729   $ (88,509

Gain on foreign exchange

              (1,560

Finance costs

              12,815  

Loss on extinguishments of liabilities

              92,374  

Change in fair value of financial instruments measured at fair value through profit or loss

              (1,140
           

 

 

 

Net loss before income taxes

            $ (190,998
           

 

 

 

Other information

           

Depreciation and amortization

   $ 573     $ 5,501     $ 931      $ 462     $ 7,467  

Share-based payment expense

     4,257       3,828       264        10,711       19,060  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

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LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

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For the nine months ended September 30, 2018

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 21,148     $ 15,523      $ 106     $ 36,777  

Intersegment revenues

     —         21       319        (340     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     —         21,169       15,842        (234     36,777  

Cost of sales and other production expenses

     —         22,067       8,553        (200     30,420  

Manufacturing and purchase cost of therapeutics used for R&D activities

     1,751       26,565       —          (146     28,170  

R&D—Other expenses

     11,647       25,694       5,013        1       42,355  

Administration, selling and marketing expenses

     2,770       8,317       2,243        7,539       20,869  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (16,168   $ (61,474   $ 33      $ (7,428   $ (85,037

Loss on foreign exchange

              768  

Finance costs

              15,502  

Losses on extinguishments of liabilities

              1,278  

Share of losses of an associate

              22  
           

 

 

 

Net loss before income taxes

            $ (102,607
           

 

 

 

Other information

           

Depreciation and amortization

   $ 350     $ 2,724     $ 727      $ 255     $ 4,056  

Share-based payment expense

     579       789       190        1,425       2,983  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

b) Revenues by location

 

     Quarter ended September 30,      Nine months ended September 30,  
     2019      2018      2019      2018  

Switzerland

   $ 2,244      $ 1,365      $ 8,070      $ 4,639  

United States

     1,157        7,847        6,626        22,073  

Sweden

     1,269        1,188        3,315        1,188  

The Netherlands

     5        374        1,482        1,114  

Canada

     197        249        1,478        1,256  

United Kingdom

     332        123        1,034        465  

South Korea

     1        —          3        2,657  

Austria

     —          631        —          2,733  

Other countries

     86        553        268        652  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 5,291        12,330      $ 22,276      $ 36,777  
  

 

 

    

 

 

    

 

 

    

 

 

 

Revenues are attributed to countries based on the location of customers.

The Company derives significant revenues from certain customers. During the nine months ended September 30, 2019, there were three customers in the Bioseparations segment who accounted for 64% (37%, 15% and 12% respectively) and one customer in the Plasma-derived therapeutics segment who accounted for 11% of total revenues. For the nine months ended September 30, 2018, there was two customers in the Plasma-derived therapeutics segment who accounted for 54% (38% and 16% respectively) of total revenues and two customers in the Bioseparations segment who accounted for 24% (13% and 11% respectively) of total revenues.

22. Related party transactions

During the quarter and the nine months ended September 30, 2019 the Company paid interest on the loan with its parent, SALP, in the amount of $255 and $3,287, respectively. The Company also recorded professional fee expenses, incurred by the parent and recharged to the Company, during the quarter and the nine months ended September 30, 3019 of $337. At September 30, 2019, $337 was payable to SALP by the Company.

 

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LIMINAL BIOSCIENCES INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the quarter and the nine months ended on September 30, 2019

(In thousands of Canadian dollars, except for per share amounts) (Unaudited)

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23. Subsequent event

On November 4, 2019, the Company announced the signing of a binding share purchase agreement whereby it would sell its bioseparation operations to a third party for proceeds of up to GBP 32.0 million upon closing of the transaction with subsequent contingent consideration payments depending on revenue milestones. This transaction is expected to close during the fourth quarter of 2019. The bioseparations segment includes three subsidiaries and upon conclusion of this transaction, the Company would sell the two most important subsidiaries. The Company expects to record a gain on the sale of those two subsidiaries. The sale of these subsidiaries represents all of the revenues from the Bioseparations segment as presented in note 21. Following the closing of the share purchase agreement, the Company no longer expects to generate any revenues from this segment. The Company is currently assessing the other impacts of this transaction on its financial statements.

On November 11, 2019, the Company and SALP amended the April 23, 2019 loan agreement to include a non-revolving line of credit (“LOC”) with a limit of up to $75.0 million, bearing a stated interest of 10%, payable quarterly, and maturing on April 23, 2024. The LOC limit available to draw upon will be automatically reduced by the amounts of net proceeds generated, upon the occurrence of all or any of the following transactions; the expected sale of the bioseparations operations, a licensing transaction for its product Ryplazim or equity raises. The Company’s ability to draw on the LOC expires May 11, 2021.

 

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Exhibit 99.127

 

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Management discussion and analysis of Liminal BioSciences Inc. (formerly Prometic Life Sciences Inc.)

For the quarter and the nine months ended September 30, 2019


 

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Management Discussion & Analysis

for the quarter and the nine months ended September 30, 2019

This Management’s Discussion and Analysis (“MD&A”) is intended to help the reader to better understand Liminal BioSciences Inc.’s (“Liminal” or the “Company”) operations, financial performance and results of operations, as well as the present and future business environment. This MD&A has been prepared as of November 11, 2019 and should be read in conjunction with Liminal condensed interim consolidated financial statements for the quarter and the nine months ended September 30, 2019. Additional information related to the Company, including the Company’s Annual Information Form, is available on SEDAR at www.sedar.com. All amounts are in thousands of Canadian dollars, except where otherwise noted.

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis of the results of operations and the financial condition may contain forward-looking statements about Liminal’s objectives, strategies, financial condition, future performance, results of operations and businesses as of the date of this MD&A.

These statements are “forward-looking” because they represent Liminal expectations, intentions, plans and beliefs about the markets the Company operates in and on various estimates and assumptions based on information available to its management at the time these statements are made. Without limiting the generality of the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “intend”, “could”, “would”, “estimate”, “continue”, “plan” or “pursue”, or the negative of these terms, other variations thereof or comparable terminology, are intended to identify forward-looking statements although not all forward-looking information contains these terms and phrases. Forward-looking information is provided for the purposes of assisting the reader in understanding the Company and its business, operations, prospects and risks at a point in time in the context of historical and possible future developments and therefore the reader is cautioned that such information may not be appropriate for other purposes.

Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Liminal’s ability to successfully pursue, and secure sufficient funds and resources to pursue, Research and Development (“R&D”) projects to develop, successfully complete clinical studies in a timely manner, secure regulatory approval, manufacture, commercialize value-added pharmaceutical products, and our ability to take advantage of business opportunities in the pharmaceutical industry; reliance on key personnel, collaborative partners and third parties, our patents and proprietary technology, our ability to access capital, the use of certain hazardous materials, the availability and sources of raw materials, currency fluctuations, the value of our intangible assets, negative operating cash flows, legal proceedings, uncertainties related to the regulatory process, general changes in economic conditions and other risks related to Liminal’s industry. More detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations can be found in the Annual Information Form under the heading “Risks and Uncertainties Related to Liminal’s Business”.

Although Liminal has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Therefore, there can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader should not place undue reliance on forward-looking statements.

As a result, Liminal cannot guarantee that any forward-looking statement will materialize. Liminal assumes no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

 

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Liminal (TSX symbol: LMNL & OTCQX symbol: PFSCF) is a clinical-stage biotechnology company focused on the discovery and development of innovative medicines against novel biologic targets for diseases in patients with serious unmet needs. The Company’s primary research focus has been based on our understanding of several orphan G protein-coupled receptors (GPR’s) known as free fatty acid receptors (FFAR’s). FFAR’s are being evaluated as novel therapeutic targets for a variety of inflammatory, fibrotic and metabolic diseases in an emerging field known as immuno-metabolism. The Company is specifically focused on liver, respiratory and renal therapeutic areas, primarily in rare or orphan diseases.

Our lead small molecule, PBI-4050, is preparing to enter pivotal Phase 3 clinical studies for the treatment of Alström Syndrome, an ultrarare genetic condition of systemic fibrosis. The Company has also explored PBI-4050 in a number of other inflammatory, fibrotic and metabolic conditions in non-clinical and clinical studies. Our second small molecule drug candidate, PBI-4547 is in a Phase 1 clinical study. The study has been suspended while the pharmacokinetic (“PK”) data for the first three cohorts is obtained and reviewed. No safety issues or severe adverse effects observed.

The Company also has a late stage plasma-derived therapeutic candidate, Ryplazim (plasminogen) (“Ryplazim”), which leverages Liminal’s experience in bioseparation technologies used to isolate and purify biopharmaceuticals from human plasma. The Company’s primary goal with respect to this business is to address unmet medical needs with therapeutic proteins not currently commercially available, such as Ryplazim. Liminal is currently preparing to submit an amendment to its Biologic License Application (“BLA”) with the United States (“U.S.”) Food and Drug Administration (“FDA”) seeking approval to market Ryplazim to treat congenital plasminogen deficiency (”PLGD”).

BUSINESS UPDATE

Financing

On November 4, 2019, Liminal announced the sale of 100% of their interest in Prometic Bioseparations Ltd (“PBL”) to a syndicate of private investors, KKR & Co. Inc. under which Liminal will be entitled to receive up to GBP 45 million with up to GBP 32 million payable at closing of the transaction subject to closing adjustments, expected in the fourth quarter of 2019. Liminal will also be entitled to receive up to GBP 13 million in deferred payments based on the achievement of future annual PBL revenue thresholds.

The divestment was a result of Liminal’s engagement of Lazard Frères & Co LLC. (“Lazard”), a global financial advisory and asset management firm, to review and execute two key strategic transactions for Liminal, one of which was to secure a commercial partnership for Ryplazim and the other was to effect the trade sale of some of Liminal’s non-core assets, including PBL.

Initial cash proceeds resulting from this transaction will serve to further strengthen the Company’s financial position and to fund the execution of its business plan through the undertaking of R&D in pursuit of advancing its small molecule drug discovery platform. PBL remains an important partner for the manufacture of our plasma-derived therapeutics and Liminal will continue to work together with PBL for the purpose of manufacturing activities for our lead plasma-derived therapeutic product, Ryplazim, through a long-term supply agreement.

 

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On November 11, 2019, the Company and SALP amended the April 23, 2019 loan agreement to include a non-revolving line of credit (“LOC”) with a limit of up to $75.0 million, bearing a stated interest of 10%, payable quarterly, and maturing on April 23, 2024. The LOC limit available to draw upon will be automatically reduced by the amounts of net proceeds generated, upon the occurrence of all or any of the following transactions; the expected sale of the bioseparations operations, a licensing transaction for its product Ryplazim or equity raises. The Company’s ability to draw on the LOC expires May 11, 2021.

The Company expects the availability of funds on demand from the LOC provided by our majority shareholder to allow the Company to facilitate the achievement of NASDAQ’s listing criteria and provide the Company with greater flexibility for the execution of the Company’s key priorities in order to maximize returns thereon for all of its stakeholders.

Company updates

On September 4, 2019 Liminal announced its intention to change its name from Prometic Life Sciences Inc. to Liminal BioSciences Inc. as part of a global rebrand in support of its new vision and values. A special meeting of shareholders was called on October 3rd, 2019 in Montreal, Quebec to request shareholder approval and, following support representing 87% of shareholders, the Company implemented the name change effective as of October 7, 2019.

The Toronto Stock Exchange (“TSX”) has since accepted notice of the proposed change of name and the Company’s common shares began trading under the symbol “LMNL” on the TSX on Monday, October 7th, 2019.

Therapeutic Indications

Liminal’s current operations are primarily focused on the development of small molecule therapeutics against a group of free fatty acid receptors (FFAR1 to 4) and the related receptor, GPR84. The Company’s research is focused on inflammatory, fibrotic and metabolic conditions in patients with liver, respiratory or renal disease, with an emphasis on rare or orphan diseases. The following provides more detail on each of these indications.

Fibrosis and Mechanism of Action

Following an injury, the body has the ability to repair damaged tissues. However, if an injury is chronic or recurrent in nature, healthy tissue regeneration may not be possible and will be replaced by aberrant fibrotic processes or fibrosis. Fibrosis is characterized by the excessive accumulation of extracellular matrix (“ECM”) in damaged or inflamed tissues and is a common pathological outcome of many inflammatory and metabolic diseases. Numerous clinical conditions can lead to organ fibrosis and loss of organ function; in many cases persistent inflammation leads to the aberrant fibrotic response. The production of various profibrotic cytokines and growth factors by inflammatory cells such as macrophages results in the recruitment and activation of ECM-producing myofibroblasts. There is currently a major unmet need for therapies that can effectively target the pathophysiological pathways involved in fibrosis. Notable examples of medical conditions where fibrosis is central to loss of organ function include Alström Syndrome (“ALMS”), Nonalcoholic steatohepatitis (“NASH”), Idiopathic Pulmonary Fibrosis (“IPF”) and Chronic kidney disease (“CKD”).

Liminal has demonstrated, via pre-clinical R&D activities that the “up-regulation” of receptor GPR40 concomitant with the “down-regulation” of receptor GPR84 promotes the normal healing process as opposed to promoting the fibrotic process. Liminal’s drug candidates have a dual mode-of-action as agonists (“stimulators”) of GPR40 and antagonists (“inhibitors”) of GPR84. A number of manuscripts have been submitted for publication now that the Company has filed a sufficiently broad range of patents to fully protect its portfolio of drug candidates that modulate these two receptors. The first manuscript entitled “A Newly Discovered Antifibrotic Pathway Regulated by Two Fatty Acid Receptors: GPR40 and GPR84” was published on February 16, 2018 in the American Journal of Pathology. Other peer-reviewed articles recently published include manuscripts entitled “Fatty acid receptor modulator PBI-4050 inhibits kidney fibrosis and improves glycemic control” published in the Journal of Clinical Investigation on May 17, 2018 and “PBI-4050 reduces stellate cell activation and liver fibrosis through modulation of intracellular ATP levels and LKB1-AMPK-Mtor pathway” published on August 9, 2018 in the Journal of Pharmacology and Experimental Therapeutics.

The activity of our small molecules, such as PBI-4050, has been observed in over 30 different preclinical models performed by the Company and by other institutions using PBI-4050 in their own animal models, including Vanderbilt University, University of Ottawa, Université de Montréal, McMaster University and the Montreal Heart Institute. PBI-4050 has also completed three separate open-label, non-placebo-controlled phase 2 clinical studies supporting the translation of such results into biologic activity in humans. While the small molecule therapeutics segment has several promising drug candidates, management has thus far focused its efforts on the lead drug, PBI-4050, which has been tested in approximately 250 healthy volunteers and human subjects.

 

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PBI-4050 Regulatory Designations

PBI-4050 has been granted Orphan Drug Designation by the FDA and the European Medicines Agency (“EMA”) for the treatment of ALMS as well as for the treatment of IPF. PBI-4050 has also been granted a Promising Innovative Medicine (“PIM”) designation in the U.K. by the Medicines and Healthcare products Regulatory Agency (“MHRA”) for the treatment of IPF and ALMS. Additionally, PBI-4050 has also been granted rare pediatric disease designation by the FDA for the treatment of ALMS, which makes it potentially eligible to receive a priority review voucher (“PRV”) upon regulatory approval by the FDA.

PBI-4050 Alström Syndrome

The Company’s current focus is on the development of its lead drug, PBI-4050, for the treatment of ALMS. According to the National Organization for Rare Disorders (“NORD”), this severe fibrosis condition affects approximately 1,200 patients globally and therefore the clinical program under discussion with the regulatory agencies will be pursued by Liminal independently.

ALMS is a rare inherited autosomal recessive syndrome characterized by the onset of obesity in childhood or adolescence of type 2 diabetes, often with severe insulin resistance, dyslipidemia, hypertension and severe multi-organ fibrosis, involving the heart, liver, and kidney. The most common cause of death is heart failure with dilated cardiomyopathy due to progressive cardiac fibrosis, while fibrosis leading to liver failure is also responsible for a large number of deaths. ALMS is also characterized by a progressive loss of vision and hearing and by short stature. Liminal is currently investigating the effects of PBI-4050 in ALMS patients in an open label, Phase 2 clinical study in the U.K.

ALMS includes many of the features of metabolic syndrome, including obesity, Type 2 diabetes with insulin resistance, liver steatosis (“fatty liver”), and liver fibrosis. Non-alcoholic fatty liver disease (“NAFLD”) is the manifestation of metabolic syndrome in the liver. Due to a worldwide obesity epidemic, NAFLD now affects 20 to 30% of the global population. Only a small minority of patients with NAFLD will develop more aggressive liver diseases with inflammation and fibrosis, such as NASH, however since the number of patients with NAFLD is so large, NASH has become the most common cause of severe liver disease worldwide. In ALMS, the progression of liver steatosis to fibrosis is much more aggressive than in “typical” metabolic syndrome patients.

The on-going ALMS study is an open-label, single-arm, phase 2 clinical study being conducted at Queen Elizabeth Hospital, Birmingham, which is the specialty center for ALMS in the U.K. The patients are treated with PBI-4050 (800 mg) once daily and undergo intensive investigation to document the effects of PBI-4050 on the progressive organ fibrosis, including magnetic resonance imaging of the liver and of the heart. Each patient is evaluated against their individual results at study entry, as well as against their historical trend when available. The study initially enrolled 12 patients, eight of whom are continuing in the study. With continuing review of the study results, the Data Safety Monitoring Board (“DSMB”) and the MHRA have agreed to multiple extensions of the study. All eight subjects have now completed more than 2 years of treatment with PBI-4050. In addition to preliminary evidence of clinical efficacy observed on liver fibrosis, the analysis of interim cardiac MRI data also indicates a reduction of cardiac fibrosis. PBI-4050’s safety and tolerability profile has been observed in clinical data over this extended period without any serious drug related adverse events recorded.

 

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The Company has met with the FDA and EMA to present the results of the study and to discuss the regulatory pathway and is now actively working with specialist ALMS centers and with ALMS patient advocacy groups in the U.S. and Europe with a plan to commence its PBI-4050 treatment of ALMS pivotal phase 3 study in 2020, following additional consultations with the FDA and EMA.

PBI-4050 Other Indications

In 2018, Liminal completed a Phase 2 clinical study of PBI-4050 in patients with IPF, as monotherapy and in combination with approved therapies.

In addition, the Company continues to explore other potential indications for PBI-4050 in future clinical studies.

Advancing analogue PBI-4547 into Clinical Development

PBI-4547 is part of a novel class compounds discovered by Liminal with primary activity against a group of GPCR’s known as free fatty acid receptors (“FFAR’s”). The target family has a dual mode of action on inflammation and fibrosis. We have observed activity in various inflammatory preclinical models with compounds targeting the class. The Company is currently evaluating multiple compounds in this class aimed at activity across several fibrotic and inflammatory conditions in respiratory, liver and kidney disease, with a primary focus on orphan conditions.

PBI-4547 is a novel, orally active small molecule that is a GPR84 antagonist, GPR40 (FFAR1)/GPR120 (FFAR4) agonist, and a partial activator of peroxisome proliferator-activated receptors (PPAR). PBI-4547 treatment significantly improved metabolic regulation of glucose and lipids, and reduced hepatic steatosis, ballooning and overall NAFLD (non-alcoholic fatty liver disease) score in high fat diet (HFD)-fed mice. Fatty acid oxidation and expression of mitochondrial uncoupling proteins were increased by PBI-4547 in the liver. Metabolomic profiling demonstrated that the metabolic dysregulation induced by HFD was abolished by PBI-4547. Preclinical studies suggest that PBI-4547 offers the potential as a novel therapy for NAFLD/NASH, metabolic syndrome and other liver diseases.

On September 9, 2019 the Company announced the first subject dosed in a Phase I clinical study of PBI-4547. The current clinical study is designed to assess the safety, tolerability and pharmacokinetics of single ascending doses of PBI-4547 in healthy subjects. A total of 40 adult participants will sequentially receive 1 of 5 doses of PBI-4547 or matching placebo, with each cohort of eight participants randomized in a 3:1 ratio to receive PBI-4547 or matching placebo. The study has been suspended while the PK data for the first three cohorts is obtained and reviewed. No safety issues or severe adverse effects observed.

Plasma-derived therapeutics

The plasma-derived therapeutics segment is achieved by leveraging our proprietary affinity ligand technology, which enables a highly efficient extraction and purification process of therapeutic proteins from human plasma.

Ryplazim is the first biopharmaceutical expected to be launched commercially pending the review and approval of its BLA by the FDA. Ryplazim has been granted Orphan Drug designation by both the FDA and the EMA for the treatment of PLGD deficiency and has also been granted Fast Track status by the FDA.

Ryplazim has been granted a rare pediatric disease designation by the FDA for the treatment of PLGD which also makes it eligible to potentially receive a PRV upon regulatory approval. At this time the Company is seeking to secure a commercial partnership for Ryplazim.

 

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FINANCIAL PERFORMANCE

Amounts in tables are expressed in thousands of Canadian dollars, except per share amounts.

On July 5, 2019, the Company performed a thousand-to-one share consolidation of the Company’s issued equity instruments including common shares, warrants, options and RSU. Any quantity relating to these instruments for 2018 and up to July 5, 2019 or any per unit price such as exercise prices, presented throughout this MD&A have been restated for the share consolidation. The weighted average number of shares outstanding used in the basic and diluted EPS have been retroactively adjusted to give effect to the share consolidation and the bonus element included in the Rights offering, as required by IAS 33, Earnings per share, and consequently the basic and diluted earnings per share presented in this MD&A have also been adjusted.

Results of operations

The consolidated statements of operations for the quarter and the nine months ended September 30, 2019 compared to the same periods in 2018 are presented in the following table.

 

     Quarter ended September 30,     Nine months ended September 30,  
     2019     2018     Change     2019     2018     Change  

Revenues

   $ 5,291     $ 12,330     $ (7,039   $ 22,276     $ 36,777     $ (14,501

Expenses

            

Cost of sales and other production expenses

     3,045       9,248       (6,203     11,278       30,420       (19,142

Research and development expenses

     19,605       24,105       (4,500     62,954       70,525       (7,571

Administration, selling and marketing expenses

     10,319       6,222       4,097       36,553       20,869       15,684  

Loss (gain) on foreign exchange

     116       (1,301     1,417       (1,560     768       (2,328

Finance costs

     1,906       5,927       (4,021     12,815       15,502       (2,687

Loss on extinguishments of liabilities

     —         1,278       (1,278     92,374       1,278       91,096  

Change in fair value of financial instruments measured at fair value through profit or loss

     —         —         —         (1,140     —         (1,140

Share of losses of an associate

     —         22       (22     —         22       (22
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss before income taxes

   $ (29,700   $ (33,171   $ 3,471     $ (190,998   $ (102,607   $ (88,391
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income tax expense (recovery):

            

Current

     5       (3,934     3,939       1,244       (3,935     5,179  

Deferred

     2       (337     339       2       (2,090     2,092  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     7       (4,271     4,278       1,246       (6,025     7,271  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (29,707   $ (28,900   $ (807   $ (192,244   $ (96,582   $ (95,662
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to:

            

Owners of the parent

     (29,602     (28,472     (1,130     (191,355     (92,413     (98,942

Non-controlling interests

     (105     (428     323       (889     (4,169     3,280  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   $ (29,707   $ (28,900   $ (807   $ (192,244   $ (96,582   $ (95,662
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss per share

            

Attributable to the owners of the parent Basic and diluted

   $ (1.27   $ (34.30   $ 33.03     $ (14.05   $ (111.74   $ 97.69  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of outstanding shares (in thousands)

     23,313       830       22,483       13,619       827       12,792  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Revenues

The following table provides the breakdown of total revenues by source for the quarter and the nine months ended September 30, 2019 compared to the corresponding periods in 2018:

 

     Quarter ended September 30,     Nine months ended September 30,  
     2019      2018      Change     2019      2018      Change  

Revenues from the sale of goods

   $ 4,970      $ 11,822      $ (6,852   $ 21,117      $ 35,301      $ (14,184

Revenues from the rendering of services

     286        445        (159     1,057        1,024        33  

Rental revenue

     35        63        (28     102        452        (350
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
   $ 5,291      $ 12,330      $ (7,039   $ 22,276      $ 36,777      $ (14,501
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total revenues for the quarter and the nine months ended September 30, 2019 decreased by $7.0 million and $14.5 million compared to the corresponding periods in 2018, respectively. Revenues in 2019 and 2018 were mainly driven by sales of product. Revenues from the sale of goods is composed of different product sales which volumes may vary significantly from quarter to quarter and year to year. The margins on the individual products also vary significantly.

The decrease of $14.2 million in the revenues from the sale of goods during the nine months ended September 30, 2019 compared to the corresponding period in 2018 is mainly due to a $19.3 million reduction in sales of excess normal source plasma inventory.

In 2018, the Company found itself in a position of having inventory it did not require in the short-term as a result of the change in production forecasts due to the delay of the BLA approval for RyplazimTM and sold the excess. Since then, the Company reduced its plasma purchasing commitments and the sales of excess normal source plasma has been much lower in 2019 at $0.4 million for the nine months ended September 30, 2019 compared to $19.7 million for the same period in 2018. These sales occurred irregularly over the two years.

This decrease was partially offset by an increase in sales of specialty plasma collected at our plasma collection center by $2.5 million and in sales from our bioseparations products by $2.9 million compared to the nine months ended September 30, 2018.

The revenues from the sales of goods for the third quarter ended September 30, 2019 decreased by $6.9 million compared to the same period in 2018 principally due to the reduction in sales of excess normal source plasma by $5.6 million in addition to a reduction in bioseparations product sales.

Cost of sales and other production expenses

Cost of sales and other production expenses includes the cost of the inventory sold, as well as non-capitalizable overhead related to commercial inventory and inventory write-downs.

Cost of sales and other production expenses during the quarter and the nine months ended September 30, 2019 decreased by $6.2 million and $19.1 million compared to the corresponding periods in 2018, respectively mainly due to the varying volumes of normal source plasma sold. Margins were significantly higher during the nine months ended September 30, 2019 as sales of normal source plasma, generating low margins, represented a much lower portion of the total.

 

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Research and development expenses

The R&D expenses for the quarter and the nine months ended September 30, 2019 compared to the same periods in 2018, broken down into its two main components, are presented in the following table:

 

     Quarter ended September 30,     Nine months ended September 30,  
     2019      2018      Change     2019      2018      Change  

Manufacturing and purchase cost of therapeutics used for R&D activities

   $ 9,471      $ 10,251      $ (780   $ 30,452      $ 28,170      $ 2,282  

Other research and development expenses

     10,134        13,854        (3,720     32,502        42,355        (9,853
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total research and development expenses

   $ 19,605      $ 24,105      $ (4,500   $ 62,954      $ 70,525      $ (7,571
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

R&D expenses include the cost to manufacture plasma-derived therapeutics and small molecule therapeutics for use in clinical trial studies, to supply clinical trial patients until commercially approved product is available, and for the development of our production processes for RyplazimTM in preparation of filing an amended BLA. In 2018 and 2019, there was no commercial production of plasma-derived therapeutics as the focus was on addressing comments received by the FDA following their audit at the end of 2017 and therefore, the cost of manufacturing was classified as R&D expenses.

The plasma-derived therapeutics are produced at the Laval plant and the Winnipeg contract manufacturing organization (“CMO”) while the small molecule therapeutics are manufactured by third party CMOs. The manufacturing and purchase cost of these therapeutics for the nine months ended September 30, 2019 increased by $2.3 million mainly due to the expensing of additional inventories that are expected to be used to supply clinical trial patients until commercially approved product is available and for engineering runs at the Winnipeg CMO manufacturing location, an increase in employee salaries due to an increase in headcount and an increase in share-based payments expense. These increases were partially offset by a reduction in the costs for small molecule therapeutics, as the Company did not need to purchase additional products and the lower rental costs included in R&D due to the impact of the adoption of IFRS 16 in 2019.

The manufacturing and purchase cost of therapeutics used for R&D activities decreased by $0.8 million during the quarter ended September 30, 2019 compared to the same period in 2018 mainly due to the timing of the expensing of inventories relating to the manufacturing of RyplazimTM.

The decrease of $9.9 million in other R&D during the nine months ended September 30, 2019 compared to the corresponding period in 2018 is mainly due to the reduction in spending with third parties on clinical and pre-clinical studies and the validation of analytical assays and in-process controls in the manufacturing of RyplazimTM amounting to $9.2 million. Clinical trial expenses declined as trials undertaken in previous years were completed or nearing their completion with only one new clinical trial, a phase 1 trial for PBI-4547 having started in 2019, as the Company is limiting its spending until it raises sufficient funds to commence more expensive trials. Spending on pre-clinical studies declined for the same reasons. Salaries decreased by $3.3 million due to reduction of headcount accompanied by a reduction of general operating expenses. These decreases were partially offset by the increase in share-based compensation, explained below, of $4.3 million compared to the comparative period in 2018.

The decrease of $3.7 million in other R&D expenses during the quarter ended September 30, 2019 compared to the corresponding period in 2018 is mainly due to reduction in salaries, pre-clinical and clinical studies in both the plasma-derived therapeutics and small molecule segments as well as a reduction in spending relating to the validation of analytical assays and in-process controls in the manufacturing of RyplazimTM.

Administration, selling and marketing expenses

The increase of $15.7 million in Administration, selling and marketing expenses during the nine months ended September 30, 2019 is mainly attributable to the increase in employee compensation expense of $13.4 million which includes an increase in share-based payments expense of $11.3 million, as well as legal and audit fees of $2.1 million. This was partially offset by a decrease in consultant fees relating to marketing of products. Legal and audit fees have increased as a result of the number of complex transactions incurred during 2019 and preparation for a NASDAQ filing.

 

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The increase of $4.1 million in Administration, selling and marketing expenses during the quarter ended September 30, 2019 compared to the corresponding period in 2018 is mainly attributable to the increase in share-based payments expense of $1.6 million and to the increase in legal and audit fees of $1.6 million.

Share-based payments expense

Share-based payments expense represents the expense recorded as a result of stock options and restricted stock units (“RSU”) issued to employees and board members. This expense has been recorded as follows in the consolidated statements of operations:

 

     Quarter ended September 30,     Nine months ended September 30,  
     2019      2018      Change     2019      2018      Change  

Cost of sales and other production expenses

   $ 7      $ 80      $ (73   $ 95        171        (76

Research and development expenses

     402        495        (93     6,174        1,287        4,887  

Administration, selling and marketing expenses

     2,222        582        1,640       12,791        1,525        11,266  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
   $ 2,631      $ 1,157      $ 1,474     $ 19,060        2,983        16,077  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Share-based payments expense increased by $1.5 million and $16.1 million during the quarter and the nine months ended September 30, 2019, compared to the corresponding periods in 2018, respectively.

During 2019, the Company made significant changes to its long-term equity incentive plan to ensure alignment with performance and building shareholder value, and attraction and retention of key employees to drive the Company’s future growth. The following important changes were made:

 

   

the cancellation in June and August 2019 of the outstanding options for active employees in return for the issuance of new vested options having an exercise price reflecting the share price at the time of the grant;

 

   

the modification of the outstanding performance-based restricted share units into time-vesting RSU; and

 

   

the issuance of the annual stock option grant to employees and executives. The vesting terms have been changed from those set in the recent years, especially at the executive level; a portion of the executive grants vested immediately while the overall vesting period was extended up to a period of 6 years.

Some of these changes triggered an immediate or accelerated recognition of share-based compensation expense resulting in a significant impact on the results during the quarter ended June 30, 2019. Further details of these changes and their accounting impact are provided in note 16 to the condensed interim financial statements for the quarter and the nine months ended September 30, 2019.

Finance costs

Finance costs decreased during the quarter and nine months ended September 30, 2019 by $4.0 million and $2.7 million compared to the corresponding periods in 2018, respectively. These decreases reflect the lower level of debt during 2019 following the April 23, 2019 debt restructuring discussed further, compared to the same periods of 2018.

The adoption of the new lease standard, IFRS 16, Leases (“IFRS 16”), at the beginning of 2019, under which lease liabilities are recognized in the consolidated statement of financial position for the discounted value of the future lease payments at initial adoption and with interest expense recognized over the term of each lease, is contributing to the increase of finance costs in 2019. The new standard was adopted using the modified retrospective approach and as such, the 2018 figures are not restated. Previously, the embedded interest component in each lease payment was recognized as part of the lease expense included in the various functions presented in the statement of operations such as Cost of sales and other production expenses, R&D and Administration, selling and marketing. The interest expense on the lease liabilities was $1.8 million and $5.5 million for the quarter and the nine months ended September 30, 2019, respectively and are partially offsetting the decline in interest expense from the long-term debt.

 

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Loss on extinguishments of liabilities

Loss on extinguishments of liabilities was $nil and $92.4 million for the quarter and the nine months ended September 30, 2019, respectively principally as a result of the Company concluding a debt restructuring agreement on April 23, 2019 with its major creditor, Structured Alpha LP (“SALP”). The debt was reduced to $10.0 million plus interest due, in exchange for the issuance of 15,050,312 common shares. The difference between the adjustment to the carrying value of the loan of $141.5 million and the amount recorded for the shares issued of $228.9 million was recorded as a loss on extinguishment of a loan of $87.4 million, this amount essentially representing the immediate recognition of the accreted interest that would have otherwise been recognized as finance costs over the years until the maturity of the long-term debt. Legal fees related to the debt restructuring of $0.6 million were also recognized as part of the loss on extinguishments of liabilities.

The shares issued in relation to the debt restructuring contained trading restrictions and accordingly, the Company determined that their quoted price did not fairly represent the value of the shares issued. As such, the issued shares were recorded at fair value using a market approach under a level 2 fair value measurement of $15.21 per share, resulting in a value of the shares issued of $228,915. The fair value was based on a share issuance for cash on the same date with a non-related party.

The portion of the loan that was not settled was modified into an interest-bearing loan at 10% stated interest, payable quarterly. The modification of the terms was treated as an extinguishment of the previous loan and the reissuance of a new loan for accounting purposes. The difference between the carrying amount of the extinguished loan of $4.7 million and the fair value of the new loan of $8.5 million was recorded as a loss on debt extinguishment of $3.9 million. The new loan has a higher fair value mainly because it is an interest-bearing loan with regular interest payments while the previous loan contained implicit interest in the face value payment due upon maturity and such interest was being accreted over the life of the loan. The expense represents an immediate recognition of a portion of the unrecognized interest expense on the old loan.

As part of the cost to complete the debt restructuring, the 168,735 warrants held by SALP (Warrants #1, 2, 8 and 9) were cancelled and replaced with an equivalent number of Warrants #10 that will be exercisable at an exercise price of $15.21 per common share and expire on April 23, 2027. The increase in the fair value of the replacement warrants compared to those cancelled of $0.4 million was recorded as part of the loss on extinguishment of liabilities.

Change in fair value of financial instruments measured at fair value through profit or loss

In November 2018, the Company issued Warrants #9 to SALP as part of a financing transaction. The warrants didn’t meet the definition of an equity instrument and were treated as a derivative which was measured at recurring fair value. The change in fair value from December 31, 2018 to April 23, 2019 was a gain of $1.4 million. As part of the debt restructuring, Warrants #9 were subsequently cancelled.

Income taxes

Current income tax expense during the quarter and the nine months ended September 30, 2019, increased by $3.9 million and $5.2 million compared to the corresponding periods in 2018, respectively. The increase during the quarter and the nine months ended September 2019 is mainly explained by the fact that the Company is no longer eligible for certain R&D tax credits in the U.K. following the change in control that resulted after the debt restructuring in April 2019 and therefore no income tax recovery has been recorded during the current year. In addition, during the nine months ended September 30, 2019, the company recorded an income tax expense of $1.2 million following the utilization of previously unrecognized non-refundable Federal R&D tax credits which were recognized in reduction of R&D expenses.

Deferred income tax recovery in 2019 was almost reduced to $nil as the Company no longer recognizes deferred tax assets in regards to the losses attributed to it as a partner in NantPro Biosciences, LLC since 2019 since there is no longer a balance of deferred tax liabilities against which such deferred tax assets can be recognized.

 

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Non-controlling interest

The non-controlling interest for the quarter and the nine months ended September 30, 2019 compared to the same periods in 2018, broken down into its two main components, are presented in the following table:

 

     Quarter ended September 30,      Nine months ended September 30,  
     2019     2018     Change      2019     2018     Change  

Consolidated statements of operations :

             

Prometic Bioproduction Inc.

   $ —       $ —       $      $ —       $ (926   $ 926  

Pathogen Removal and Diagnostic Technologies Inc.

     (13     (21     8        (621     (634     13  

NantPro Biosciences, LLC

     (92     (407     315        (268     (2,609     2,341  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total non-controlling interests

   $ (105   $ (428   $ 323      $ (889   $ (4,169   $ 3,280  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

The decrease in the non-controlling interests share in the losses of $3.3 million is mainly explained by the significant reduction in the activity related to IVIG in NantPro Biosciences, LLC. The company also acquired the full ownership of Prometic Bioproduction Inc. in April 2018 which explains why there is no longer any non-controlling interest recognized for this subsidiary in the consolidated statements of operations since that date.

Net loss

The net loss increased by $95.7 million during the nine months ended September 30, 2019 compared to the corresponding period of 2018. This is mainly driven by the increase of the loss on extinguishment of liabilities of $91.1 million caused by the debt restructuring that occurred during the second quarter of 2019 and the increase in the share-based payments expense of $16.1 million and was partially offset by the decrease in Other R&D expenses. The net loss increased slightly by $0.8 million during the quarter ended September 30, 2019 compared to the corresponding period of 2018, mostly explained by the reduction in finance costs and R&D expenses, mainly offset by increases in Administration, selling and marketing and the reduction in current income tax recoveries relating to the U.K. R&D tax credits.

Adjusted EBITDA analysis

The Adjusted EBITDA for the quarters and the nine months ended September 30, 2019 and 2018 are presented in the following table:

 

     Quarter ended September 30,     Nine months ended September 30,  
     2019     2018     Change     2019     2018     Change  

Net loss

   $ (29,707   $ (28,900   $ (807   $ (192,244   $ (96,582   $ (95,662

Adjustments to obtain Adjusted EBITDA

            

Loss (gain) on foreign exchange

     116       (1,301     1,417       (1,560     768       (2,328

Finance costs

     1,906       5,927       (4,021     12,815       15,502       (2,687

Loss on extinguishments of liabilities

     —         1,278       (1,278     92,374       1,278       91,096  

Change in fair value of financial instruments measured at fair value through profit or loss

     —         —         —         (1,140     —         (1,140

Share of losses of an associate

     —         22       (22     —         22       (22

Income tax recovery

     7       (4,271     4,278       1,246       (6,025     7,271  

Depreciation and amortization

     2,535       1,345       1,190       7,467       4,056       3,411  

Share-based payments expense

     2,631       1,157       1,474       19,060       2,983       16,077  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ (22,512   $ (24,743   $ 2,231     $ (61,982   $ (77,998   $ 16,016  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA is a non-GAAP measure that is not defined or standardized under IFRS and it is unlikely to be comparable to similar measures presented by other companies. The Company believes that Adjusted EBITDA provides additional insight regarding cash used in operating activities on an on-going basis. It also reflects how management

 

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analyzes performance and compares that performance against other companies. In addition, we believe that Adjusted EBITDA is a useful measure as some investors and analysts use EBITDA and similar measures to compare Liminal against other companies. Adjusted EBITDA adjusts Net loss for the elements presented in the table above.

The comparability of the 2019 Adjusted EBITDA figures compared to those of 2018 have been impacted by the adoption of IFRS 16. The effect of the adoption of IFRS 16 is discussed further in this MD&A under the section changes in accounting policies. Since the lease component costs of lease agreements are now captured in the statement of operations as depreciation of right-of-use assets, this is why the depreciation expense is higher in 2019, and the interest component is now captured in financing costs, the effect of IFRS 16 is to improve Adjusted EBITDA as these items are excluded from the computation. The 2018 comparative Adjusted EBITDA figures have not been changed for IFRS 16.

The increase of $16.0 million on the total Adjusted EBITDA for the nine months ended September 30, 2019 compared to the corresponding period in 2018 is mainly as a result of the increase in margin from sales of goods of $5.0 million and the reduction in R&D, excluding share-based payments expense of $12.5 million. This was partially offset by the increase in Administration, selling and marketing, excluding share-based payments expense of $4.4 million. The removal of the depreciation of right-of-use assets of $3.7 million and the interest expense on the lease liabilities of $5.5 million in the nine months ended September 30, 2019 are other factors explaining the difference, noting however that the comparison is limited as the accounting for leases is very different in each period.

The increase of $2.2 million on the total Adjusted EBITDA for the quarter ended September 30, 2019 compared to the corresponding period in 2018 is mainly due to the decrease in R&D expenses that exceeded the increase in Administration, selling and marketing cost. The removal of the depreciation of right-of-use assets of $1.3 million and the interest expense on the lease liabilities of $2.0 million also contributed to the improvement.

Segmented information analysis

For the nine months ended September 30, 2019 and 2018

The profit (loss) for each segment and the net loss before income taxes for the total Company for the nine months ended September 30, 2019 and 2018 are presented in the following tables.

 

For the nine months ended September 30, 2019

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ 33     $ 3,714     $ 18,423      $ 106     $ 22,276  

Intersegment revenues

     —         7       191        (198     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     33       3,721       18,614        (92     22,276  

Cost of sales and other production expenses

     —         2,140       9,190        (52     11,278  

Manufacturing and purchase cost of therapeutics used for R&D activities

     54       30,596       —          (198     30,452  

R&D—Other expenses

     10,357       16,916       5,229        —         32,502  

Administration, selling and marketing expenses

     3,376       5,912       2,378        24,887       36,553  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (13,754   $ (51,843   $ 1,817      $ (24,729   $ (88,509

Gain on foreign exchange

              (1,560

Finance costs

              12,815  

Loss on extinguishments of liabilities

              92,374  

Change in fair value of financial instruments measured at fair value through profit or loss

              (1,140
           

 

 

 

Net loss before income taxes

            $ (190,998
           

 

 

 

Other information

           

Depreciation and amortization

   $ 573     $ 5,501     $ 931      $ 462     $ 7,467  

Share-based payment expense

     4,257       3,828       264        10,711       19,060  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

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For the nine months ended September 30, 2018

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations      Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 21,148     $ 15,523      $ 106     $ 36,777  

Intersegment revenues

     —         21       319        (340     —    
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     —         21,169       15,842        (234     36,777  

Cost of sales and other production expenses

     —         22,067       8,553        (200     30,420  

Manufacturing and purchase cost of therapeutics used for R&D activities

     1,751       26,565       —          (146     28,170  

R&D—Other expenses

     11,647       25,694       5,013        1       42,355  

Administration, selling and marketing expenses

     2,770       8,317       2,243        7,539       20,869  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Segment profit (loss)

   $ (16,168   $ (61,474   $ 33      $ (7,428   $ (85,037

Loss on foreign exchange

              768  

Finance costs

              15,502  

Losses on extinguishments of liabilities

              1,278  

Share of losses of an associate

              22  
           

 

 

 

Net loss before income taxes

            $ (102,607
           

 

 

 

Other information

           

Depreciation and amortization

   $ 350     $ 2,724     $ 727      $ 255     $ 4,056  

Share-based payment expense

     579       789       190        1,425       2,983  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

As mentioned previously, the amounts for depreciation and amortization expense during 2019 have increased for all segments since the adoption of IFRS 16 captures part of the lease cost as depreciation of right-of-use assets.

Small molecule therapeutics segment

The segment loss for small molecule therapeutics was $13.8 million during the nine months ended September 30, 2019 compared $16.2 million during the corresponding period of 2018, representing a decrease of segment loss of $2.4 million mainly due to a reduction in the purchases of therapeutics manufactured by third parties used for clinical trials and pre-clinical research, as no purchases were required so far in 2019 and a reduction in the clinical trials and pre-clinical research expenditures. The expenses incurred in 2019 have declined since prior year studies have been completed or near completion and the new phase 1 clinical study for its second small molecule anti-fibrotic compound PBI-4547, only started recently dosing patients. These decreases were partially offset by an increase in share-based payment expense of $3.7 million as a result of the various changes made to the long-term equity incentive plans discussed previously.

Plasma-derived therapeutic segment

The revenues for the Plasma-derived therapeutics segment are usually generated from the sales of specialty plasma to third parties. However, in 2018 and to a much smaller extent in 2019, revenues have also been generated from the sale of excess normal source plasma to third parties as a result of the change in production forecasts due to the delay of the BLA approval for RyplazimTM. Revenues were $3.7 million in the nine months ended September 30, 2019 compared to $21.1 million in the comparative period of 2018, representing a decrease of $17.4 million mainly due to $19.3 million reduction in sales of normal source plasma in 2019, offset by an increase of $2.5 million in sales of specialty plasma products. The normal source plasma was sold at a value slightly above its carrying amount while the other specialty plasma products generate higher margins. Other production costs that are not capitalizable into inventories and also included in the Cost of sales and other production expenses line were higher in 2018.

The manufacturing cost of plasma-derived therapeutics to be used in clinical trials and for the development of our production processes was higher during the nine months ended September 30, 2019 at $30.6 million compared to $26.6 million during the corresponding period of 2018, representing an increase of $4.0 million. The increase is mainly due to the expensing of additional inventories that are now expected to be used to supply clinical trial patients until commercially approved product is available and for engineering runs at the Winnipeg CMO, an increase in employee salaries due to an increase in headcount and an increase in share-based payments expense. This was partially offset by lower rental costs included in R&D due to the impact of the adoption of IFRS 16.

 

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Other R&D expenses were $16.9 million during the nine months ended September 30, 2019 compared to $25.7 million during the corresponding period of 2018, representing a decrease of $8.8 million. The decrease is mainly due to the reduction in the spending on clinical trials, pre-clinical research and the validation of analytical assays and in-process controls in the manufacturing of RyplazimTM of $6.3 million over the comparative period. This reflects the completion of the IVIG primary immunodeficiencies phase 3 clinical trial and the postponement of work on the development of new proteins. Wages and other payroll benefits expenses decreased by $3.1 million mainly due to a reduction in headcount. These reductions are also reflective of the segment’s focus on RyplazimTM, whereas several proteins were being developed in the past. These decreases were partially offset by an increase in the share-based payment expenses recognized in Other R&D expenses of $2.5 million.

Administration, selling and marketing expenses decreased by $2.4 million mainly due to a reduction of spending related to the preparation of the commercial launch in the current period compared to the same period in 2018. Also, the administrative support that the segment receives from the head office decreased in the nine months ended September 30, 2019 as the segment focused almost solely on the refiling of the BLA.

The segment loss for the nine months ended September 30, 2019 was $51.9 million compared to $61.5 million for the corresponding period of 2018, representing a decrease of $9.6 million. This decrease was mainly driven by the overall reduction of R&D expenses and Administration, selling and marketing expenses.

Bioseparations segment

The revenues for the Bioseparations segment are generated mainly from sales of goods and the provision of resin development services to external customers and to the Plasma-derived therapeutics segment. Revenues for the segment increased by $2.8 million for the nine months ended September 30, 2019 compared to the corresponding period of 2018 as external revenues increased. The contribution of those sales increased by $2.1 million in the current period compared to the corresponding period in 2018.

Due to the increase in sales, the Bioseparations segment generated a profit of $1.8 million in the nine months ended September 30, 2019 compared to breaking-even during the nine months ended September 30, 2018.

For the quarters ended September 30, 2019

The loss for each segment and the net loss before income taxes for the total Company for the quarters ended September 30, 2019 and 2018 are presented in the following tables:

 

For the quarter ended September 30, 2019

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations     Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 791     $ 4,464     $ 36     $ 5,291  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     —         791       4,464       36       5,291  

Cost of sales and other production expenses

     —         477       2,574       (6     3,045  

Manufacturing and purchase cost of therapeutics used for R&D activities

     34       9,474       —         (37     9,471  

R&D—Other expenses

     3,799       4,809       1,526       —         10,134  

Administration, selling and marketing expenses

     1,153       1,902       728       6,536       10,319  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment loss

   $ (4,986   $ (15,871   $ (364   $ (6,457   $ (27,678

Loss on foreign exchange

             116  

Finance costs

             1,906  
          

 

 

 

Net loss before income taxes

           $ (29,700
          

 

 

 

Other information

          

Depreciation and amortization

   $ 210     $ 1,878     $ 289     $ 158     $ 2,535  

Share-based payment expense

     470       358       25       1,778       2,631  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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For the quarter ended September 30, 2018

   Small
molecule
therapeutics
    Plasma-derived
therapeutics
    Bioseparations     Reconciliation
to statement
of operations
    Total  

External revenues

   $ —       $ 6,187     $ 6,107     $ 36     $ 12,330  

Intersegment revenues

     —         7       —         (7     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

     —         6,194       6,107       29       12,330  

Cost of sales and other production expenses

     —         5,536       3,758       (46     9,248  

Manufacturing and purchase cost of therapeutics used for R&D activities

     —         10,273       —         (22     10,251  

R&D—Other expenses

     4,166       8,071       1,616       1       13,854  

Administration, selling and marketing expenses

     958       2,598       741       1,925       6,222  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Segment loss

   $ (5,124   $ (20,284   $ (8   $ (1,829   $ (27,245

Gain on foreign exchange

             (1,301

Finance costs

             5,927  

Losses on extinguishments of liabilities

             1,278  

Share of losses of an associate

             22  
          

 

 

 

Net loss before income taxes

           $ (33,171
          

 

 

 

Other information

          

Depreciation and amortization

   $ 93     $ 932     $ 232     $ 88     $ 1,345  

Share-based payment expense

     254       293       66       544       1,157  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Small molecule therapeutics segment

The segment loss for Small molecule therapeutics of $5.0 million for quarter ended September 30, 2019 remained consistent compared to the corresponding period in 2018. The decrease in pre-clinical and clinical studies expenditures was partially offset by a slight decrease in R&D tax credit and an increase in administration expense.

Plasma-derived therapeutic segment

Sales of normal source and specialty plasma to third parties made up the Plasma-derived therapeutics segment revenues in the quarters ended September 30, 2019 and 2018. Revenues from the segment were lower by $5.4 million during the quarter ended September 30, 2019 compared to the corresponding period of 2018 mainly due to a reduction in sales of excess normal source plasma of $5.6 million. The decrease in sales did not impact the segment profitability significantly during the quarter ended September 30, 2019, as the margins on such sales are low.

The segment loss decreased by $4.4 million for the quarter ended September 30, 2019 compared to the corresponding period in 2018, mainly due to $3.3 million reduction in the Other R&D expenses as a result of the winding down of clinical activity for the IVIG clinical trial for the pediatric cohort, with dosing of patients completed since the beginning of 2019 and data analysis completed during the third quarter, and due to a reduction in employee compensation costs. Manufacturing cost for the therapeutics used for R&D activities decreased by $0.8 million mainly due to the timing of expensing of inventories. All manufacturing for the quarter ended September 30, 2019 or 2018 were for non-commercial purposes and therefore any cost expensed was classified under Manufacturing and purchase cost of therapeutics used for R&D activities. Contributing to the general decline in expenses was the impact of the adoption of IFRS 16, where the financing component of leases are included in financing costs in 2019 and are no longer included in the measurement of the segment’s results.

Administration, selling and marketing expenses declined by $0.7 million during the quarter ended September 30, 2019 compared to the corresponding period in 2018 mainly reflecting the reduction in administrative support the segment receives from the head office and reduced marketing expenses.

Bioseparations segment

Revenues for the segment decreased by $1.6 million for the quarter ended September 30, 2019 compared to the corresponding period of 2018 due to a decrease in revenue from sales of goods to external customers. The contribution of those sales decreased by $0.5 million in the current period compared to the corresponding period in 2018, resulting in a segment loss of $0.4 million during the quarter ended September 30, 2019 compared to a break even for the during the corresponding period in 2018.

 

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Cash flow analysis

The consolidated statements of cash flows for the nine months ended September 30, 2019 and the comparative period in 2018 are presented below.

 

     Nine months ended September 30,  
     2019      2018      Change  

Cash flows used in operating activities

   $ (63,935    $ (56,992    $ (6,943

Cash flows from financing activities

     120,844        59,727        61,117  

Cash flows used in investing activities

     (3,656      (4,731      1,075  
  

 

 

    

 

 

    

 

 

 

Net change in Cash and cash equivalents during the year

     53,253        (1,996      55,249  

Net effect of currency exchange rate on cash

     (281      183        (464

Cash and cash equivalents, beginning of the period

     7,389        23,166        (15,777
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents, end of the period

   $ 60,361      $ 21,353      $ 39,008  
  

 

 

    

 

 

    

 

 

 

Cash flows used in operating activities increased by $6.9 million during the nine months ended September 30, 2019 compared to the same period in 2018. The cash flow used in operating activities before change in non-working capital decreased by $11.2 million while the change in non-cash working capital spending increased by $18.2 million. The increase is mainly due to a significant increase in payments to suppliers as the Company caught up on its payments of past due invoices following the receipt of funding during the quarter ended June 30, 2019. This was partially offset by lower operating expenses and by the fact that under IFRS 16, the cash disbursements pertaining to leases are now part of cash flows from financing activities.

Cash flows from financing activities increased by $61.1 million during the nine months ended September 30, 2019 compared to the same period in 2018 mainly due to the equity financings on April 23, 2019 that raised gross proceeds of $75.0 million and the Rights Offering that raised $39.4 million in June 2019. This increase was partially offset by the decrease in proceeds from debt and warrant issuances on the credit facility during the nine months ended September 30, 2019 by $46.0 million compared to the same period in 2018. An additional offset is the fact that all lease payments, interest and principal, are now included as part of cash flows from financing activities whereas in 2018, only payments on leases classified as finance leases under the previous standard, which is a small portion the Company’s leases, were presented under this caption, increasing the disbursements by $6.9 million.

Cash flows used in investing activities remained low and stable when comparing both periods as the Company was limiting its investments in capital and intangible assets.

Subsequent event

On November 4, 2019, the Company announced the signing of a binding share purchase agreement whereby it would sell its bioseparation operations to a third party for proceeds of up to GBP 32.0 million upon closing of the transaction with subsequent contingent consideration payments depending on revenue milestones. This transaction is expected to close during the fourth quarter of 2019. The bioseparations segment includes three subsidiaries and upon conclusion of this transaction, the Company would sell the two most important subsidiaries. The Company expects to record a gain on the sale of those two subsidiaries. The sale of these subsidiaries represents all of the revenues from the Bioseparations segment as presented in the segmented information analysis section of the MD&A. Following the closing of the share purchase agreement, the Company no longer expects to generate any revenues from this segment. The Company is currently assessing the other impacts of this transaction on its financial statements.

On November 11, 2019, the Company and SALP amended the April 23, 2019 loan agreement to include a non-revolving line of credit (“LOC”) with a limit of up to $75.0 million, bearing a stated interest of 10%, payable quarterly, and maturing on April 23, 2024. The LOC limit available to draw upon will be automatically reduced by the amounts of net proceeds generated, upon the occurrence of all or any of the following transactions; the expected sale of the bioseparations operations, a licensing transaction for its product Ryplazim or equity raises. The Company’s ability to draw on the LOC expires May 11, 2021.

 

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Liquidity and contractual obligations

At September 30, 2019, the Company had a positive working capital position of $55.9 million. The working capital position is expected to increase subsequent to September 30, 2019, following the closing of the sale of the bioseparations operations and this would provide, in management’s best estimate, a cash runway sufficient to fund its operating activities and meet its contractual obligations for a period exceeding 12 months. The working capital position gives the Company the latitude to continue maintaining its operating activities at a low spending level while taking steps to further transition the Company to its new focus on the small molecule segment. As part of this process, the Company is pursuing a number of financing initiatives to extend its cash runway to a point where it will be able to undertake additional research projects to further develop its small molecule portfolio.

Potential sources of funding include the key ones identified below:

 

   

The Company is in ongoing discussions with potential licensees for its drug pipeline. Any such discussions may lead to the conclusion of a licensing transaction which could generate a combination of licensing, milestone and royalty revenues;

 

   

The monetization of non-core assets; and

 

   

The Company is currently planning and taking steps to prepare itself for a NASDAQ listing that would be completed within the earliest timeline possible. Assuming favorable market conditions, financing from this exchange could occur.

On November 11, 2019, the Company and SALP amended the April 23, 2019 loan agreement to include a non-revolving line of credit (“LOC”) with a limit of up to $75.0 million, bearing a stated interest of 10%, payable quarterly, and maturing on April 23, 2024. The LOC limit available to draw upon will be automatically reduced by the amounts of net proceeds generated, upon the occurrence of all or any of the following transactions; the expected sale of the bioseparations operations, a licensing transaction for its product Ryplazim or equity raises. The Company’s ability to draw on the LOC expires May 11, 2021.

The Company expects the availability of funds on demand from the LOC provided by our majority shareholder to allow the Company to facilitate the achievement of NASDAQ’s listing criteria and provide the Company with greater flexibility for the execution of the Company’s key priorities in order to maximize returns thereon for all of its stakeholders.

Despite the improved liquidity situation of the Company since April 2019, Liminal is an R&D stage enterprise and until the Company can generate a sufficient amount of product revenue to finance its cash requirements, management expects, as required, to finance future cash needs primarily through a combination of public or private equity offerings, debt financings, strategic collaborations, business and asset divestitures, and grant funding.

Financial obligations

The timing and expected contractual outflows required to settle the financial obligations of the Company recognized in the consolidated statement of financial position at September 30, 2019 are presented in the table below:

 

            Contractual Cash flows  
     Carrying
amount
     Payable
within 1 year
     2 - 4
years
     5 years      Later than
5 years
     Total  

Accounts payable and accrued liabilities

   $ 19,936      $ 19,936      $ —        $      $ —        $ 19,936  

Long-term portion of royalty payment obligations

     3,068        —          3,389        26        265        3,680  

Lease liabilities

     42,932        9,820        26,548        7,593        45,896        89,857  

Long-term portion of other employee benefit liabilities

     286        —          286        —          —          286  

Long-term debt

     8,613        1,341        3,025        10,569        —          14,935  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 74,835      $ 31,097      $ 33,248      $ 18,188      $ 46,161      $ 128,694  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Commitments

The Company’s commitments have remained essentially unchanged from those disclosed in the MD&A for the year ended December 31, 2018. The minimum lease payments under lease agreements are now included on the statement of financial position under lease liabilities following the adoption of IFRS 16. As of December 31, 2018, the Company had $75.0 million of lease commitments compared to contractual cash flows of $89.9 million relating to lease liabilities included in the financial obligations as at September 30, 2019 following the adoption of IFRS 16. The increase is mainly due to the inclusion of lease payments beyond minimum commitments when the Company believes it is reasonably certain it will exercise its options to extend the lease period for certain leases even though it has not yet exercised the renewal option.

 

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Summary of quarterly results

The following table presents selected quarterly financial information for the last eight quarters:

 

            Net loss attributable
to the owners of the parent
 

Quarter ended

   Revenues      Total      Per share
basic &
diluted
 

September 30, 2019

   $ 5,291      $ (29,602    $ (1.27

June 30, 2019

     8,752        (133,617      (8.12

March 31, 2019

     8,233        (28,136      (33.26

December 31, 2018

     10,597        (102,953      (124.04

September 30, 2018

     12,330        (28,472      (34.30

June 30, 2018

     20,155        (32,270      (38.97

March 31, 2018

     4,292        (31,671      (38.44

December 31, 2017

     6,596        (38,279      (46.57

Revenues during the quarter ended December 31, 2017 were $6.6 million, of which the majority was driven by product sales and service revenues from the Bioseparation segment. Research and development and administration, selling and marketing expense were $28.2 million and $8.8 million respectively. The $5.0 million increase in R&D costs compared to the previous quarter is mainly due to higher expense relating to cost of therapeutics for clinical trials, an increase in the external cost incurred in running the trials and higher salary and benefit expenses. Administration, selling and marketing expenses were slightly higher by $1.1 million principally due to higher salary and benefit expenses. During the quarter, the Company recognized a bad debt expense of $20.5 million, effectively offsetting the milestone and licensing revenues earned during the previous quarter.

Revenues were $4.3 million during the quarter ended March 31, 2018 of which $3.8 million came from product sales. Cost of sales and other production expenses were high reflecting lower margins on the products sold during the period and an inventory write-off on a portion of the plasma held in inventory to net realisable value in advance of a sales transaction to take place during the following quarter but for which the selling price had been settled in advance. R&D expenses at $22.4 million were lower by $5.8 million and Administration, selling and marketing expenses also declined by $1.1 million compared to the previous quarter. Financing cost increased to $4.2 million reflecting the higher debt level and the higher borrowing cost of the Credit Facility.

Revenues during the quarter ended June 30, 2018 were $20.2 million, of which the majority was driven by a $14.0 million sale of excess plasma inventory. Sales of product from the Bioseparations segment made up most of the remaining revenues reflecting strong sales for that segment. Cost of sales and other production expenses were $16.4 million, R&D expenses at $24.0 million increased slightly over the previous quarter while Administration, selling and marketing expense decreased slightly to $6.9 million. Financing cost increased to $6.3 million reflecting the continuous increase in the debt level and the higher borrowing cost of the Credit Facility.

Revenues during the quarter ended September 30, 2018 were $12.3 million, which were equally driven by sales from Plasma-derived therapeutics and Bioseparations segments. Sales from the Plasma-derived segment included excess normal source plasma inventory in the amount of $5.7 million. Cost of sales and other production expenses were $9.2 million. R&D expenses at $24.1 million were similar to the previous quarter while Administration, selling and marketing expenses decreased slightly to $6.2 million. Financing cost at $5.9 million, continued to increase reflecting the higher debt level as the Company continued to draw on the Credit Facility.

Revenues during the quarter ended December 31, 2018 were $10.6 million, which was driven by strong sales from the Bioseparations segment and another sale of excess normal source plasma inventory of $3.1 million in Plasma-derived therapeutics segment. Cost of sales and other production expenses were $7.6 million. R&D expenses decreased slightly to $21.1 million while Administration, selling and marketing expenses increased to $8.8 million, impacted by severance expenses. Financing cost increased to $6.6 million reflecting the higher debt level and the higher borrowing cost of the

 

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Credit Facility. During the quarter, a gain on extinguishment of liabilities of $34.9 million was recorded as a result of the modifications to the Company’s long-term debt, namely the extension of the maturity date. Impairments, mainly pertaining to IVIG assets totalling $150.0 million were recognized following changes to the strategic plans which will delay the commercialisation of IVIG significantly.

Revenues were $8.2 million during the quarter ended March 31, 2019, of which $7.8 million came from product sales, and were lower than those recorded in the previous three quarters as there was no sale of normal source plasma. R&D expenses at $19.2 million were $1.9 million lower and finance costs at $7.4 million increased slightly by $0.8 million compared to the previous quarter. Both of these expenses were affected by the adoption of IFRS 16 which caused the implicit interest component of the leases to be recorded in finance costs. Administration, selling and marketing decreased by $3.0 million from its higher level in December 2018 which included significant termination benefits. Finally, foreign exchange gains recorded during the period contributed to the reduction.

Revenues were $8.8 million during the quarter ended June 30, 2019 and were mainly generated from our Bioseparations segment. R&D expenses at $24.2 million were $5.0 higher and Administration, selling and marketing expenses at $18.6 million were $11.0 higher. Increase is mainly driven by an increase of $4.4 million of the share-based payment expenses recognized in R&D expenses and $8.9 million recognized in Administration, selling and marketing expenses over the previous quarter as the Company made various changes to its long-term equity incentive plans to ensure competitiveness of the plans. Finance cost decreased by $3.8 million as the long-term debt declined significantly on April 23, 2019 as part of the debt restructuring which resulted in a loss on extinguishment of liabilities of $92.3 million. The net loss for the quarter ended June 30, 2019 was $133.7 million which represents an increase of $104.9 million from the previous quarter. The increase was driven by the loss on extinguishment of liabilities and the increase in share-based payment expense.

Revenues were $5.3 million during the quarter ended September 30, 2019 and were mainly generated from our Bioseparations segment. R&D expenses at $19.6 million declined by $4.6 million and Administration, selling and marketing expenses at $10.3 million were $8.3 million lower than the previous quarter. These decreases are mainly driven by a decrease of $4.7 million and $7.5 million in the share-based payment expenses recognized in R&D and in Administration, selling and marketing expenses, respectively as such expenditures returned to more normalized levels following the important impact of the changes to the long-term equity incentive plans during the quarter ended June 30, 2019. Finance cost decreased by $1.7 million as the long-term debt declined significantly on April 23, 2019 as part of the debt restructuring, resulting in a full quarter of diminished interest expenses for the third quarter of 2019.

Outstanding share data

The Company is authorized to issue an unlimited number of common shares. At November 10, 2019, 23,313,164 common shares, 2,116,516 options to purchase common shares, 17,817 restricted share units and 173,012 warrants to purchase common shares were issued and outstanding.

Transactions between related parties

In February 2019, the Company ceased to have significant influence over its investment in ProThera Biologics, Inc. (“ProThera”) and as such, transactions between the two parties are no longer considered related party transactions since ProThera is no longer an associate.

SALP is a related party to the Company since November 14, 2018 and, as such, all the transactions that the Company concluded with them since that date are considered a related party transaction.

 

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In April 2019, the Company and SALP concluded a debt restructuring agreement whereby the entirety of the principal on the Credit Facility plus a portion of the interest due, the entirety of the First and Second Original Issue Discount loans and the majority of the Third OID loan would be repaid by Liminal by the issuance of common shares, at a conversion price, rounded to the nearest two decimals, of $15.21 per common share. The agreement also included a cancellation of warrants previously held by SALP and the issuance of new warrants. Concurrently with this transaction, SALP participated in a private placement for shares of the Company for gross proceeds to the Company of $25.0 million. The details of these transactions are included in the condensed interim consolidated financial statements for the quarter and the nine months ended September 30, 2019.

In addition, during the quarter and the nine months ended September 30, 2019 the Company paid interest on the loan with its parent, SALP, in the amount of $255 and $3,287, respectively. The Company also recorded professional fee expenses, incurred by the parent and recharged to the Company, during the quarter and the nine months ended September 30, 3019 of $337. At September 30, 2019, $337 was payable to SALP by the Company.

Changes in accounting policies

The accounting policies used in the consolidated financial statements are consistent with those applied by the Company in its December 31, 2018 audited annual consolidated financial statements except for the element described below.

IFRS 16, Leases

IFRS 16 replaces IAS 17, Leases (“IAS 17”). IFRS 16 provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, unless the lease term is less than 12 months, or the underlying asset has a low value. IFRS 16 substantially carries forward the lessor accounting in IAS 17 with the distinction between operating leases and finance leases being retained.

Effective January 1, 2019, the Company adopted IFRS 16 using the modified retrospective approach and accordingly the information presented for 2018 has not been restated. The cumulative effect of initially applying the standard is recognized at the date of initial application. The current and long-term portions of operating and finance lease inducements and obligations presented in the statement of financial position at December 31, 2018, reflect the accounting treatment under IAS 17 and related interpretations.

The Company elected to use the transitional practical expedient allowing the standard to be applied only to contracts that were previously identified as leases under IAS 17 and IFRIC 4, Determining whether an arrangement contains a lease at the date of initial application. The Company applied the definition of a lease under IFRS 16 to contracts entered into or changed on or after January 1, 2019.

The Company also elected to record right-of-use assets for leases previously classified as operating leases under IAS-17 based on the corresponding lease liability, adjusted for prepaids or liabilities existing at the date of the transition that relate to the lease. When measuring lease liabilities, the Company discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted average discount rate applied to the total lease liabilities recognized on transition was 18.54%. For leases that were previously classified as finance leases under IAS 17, the carrying amount of the right-of-use asset and the lease liability at the date of adoption was established as the carrying amount of the lease asset classified in capital assets and the finance lease obligation at December 31, 2018. These assets and liabilities are grouped under right-of-use assets and lease liabilities as of January 1, 2019 and IFRS 16 applies to these leases as of that date.

In addition, the Company elected to apply the practical expedient to account for leases for which the lease term ends within 12 months of the date of initial application as short-term leases for which it is not required to recognize a right-of-use asset and a corresponding lease liability. The Company also elected to not apply IFRS 16 when the underlying asset in a lease is of low value.

 

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The Company has elected, for the class of assets related to the lease of building space, not to separate non-lease components from lease components, and instead account for each lease component and any associated non-lease components as a single lease component.

The table below shows which line items of the consolidated statement of financial position were affected by the adoption of IFRS 16 and the impact. There was no net impact on the deficit.

 

     As reported
as at
December 31,
2018
     Adjustments
for the
transition
to IFRS 16
     Balance
as at
January 1,
2019
 

Assets

        

Prepaids

   $ 1,452      $ (84    $ 1,368  

Capital assets

     41,113        (1,043      40,070  

Right-of-use assets

     —          39,149        39,149  

Liabilities

        

Accounts payable and accrued liabilities

   $ 31,855      $ (2,499    $ 29,356  

Current portion of lease liabilities

     —          8,575        8,575  

Long-term portion of lease liabilities

     —          34,126        34,126  

Long-term portion of operating and finance lease inducements and obligations

     1,850        (1,850      —    

Other long- term liabilities

     5,695        (330      5,365  

Prior to adopting IFRS 16, total minimum operating lease commitments as at December 31, 2018 were $75.0 million. The decrease between the total of the minimum lease payments set out in Note 29 of the audited annual consolidated financial statements for the year ended December 31, 2018 and the total lease liabilities recognized on adoption of $42.7 million was principally due to the effect of discounting on the minimum lease payments. The amount also decreased slightly due to the fact that certain costs that are contractually committed under lease contracts, but which do not qualify to be accounted for as a lease liability, such as variable lease payments not tied to an index or rate, were previously included in our lease commitment table whereas they are not included in the calculation of the lease liabilities. These impacts were partially offset by the inclusion of lease payments beyond minimum commitments relating to reasonably certain renewal periods that had not yet been exercised as at December 31, 2018 which effect is to increase the liability. Right-of-use assets at transition have been measured at an amount equal to the corresponding lease liabilities, adjusted for any prepaid or accrued rent relating to that lease.

The consolidated statement of operations was impacted as the recording of depreciation of the right-of-use assets continues to be recorded in the same financial statement line items as it was previously while the implicit financing component of leasing agreements is now recorded under finance costs. The impact is not simply in the form of a reclass but also in terms of measurement, which are very much affected by the discount rates used and whether the Company has included renewal periods when calculating the lease liability.

The consolidated cash flow statement was also impacted since the cash flows attributable to the lease component of the lease agreements are now shown as payments of principal and interest on lease liabilities which are now part of cash flows from financing activities.

Management is not able to quantify these differences since it did not restate the 2018 consolidated financial statements and therefore does not have the comparative data.

With the adoption of IFRS 16, the Company has adopted new accounting policies for the accounting of leases, including policies regarding the right-of-use assets, lease liabilities, short-term leases and low value leases. Details are provided in note 2 of the condensed interim consolidated financial statements for the quarter and the nine months ended September 30, 2019.

 

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IFRIC 23, Uncertainty over income tax treatments (“IFRIC 23”)

IFRIC 23 clarifies how the recognition and measurement requirements of IAS 12 – Income Taxes are applied where there is uncertainty over income tax treatments. The Interpretation is effective for annual periods beginning on or after January 1, 2019 and was adopted by the Company on that date. The Company assessed the impact of this Interpretation and concluded that it had no impact on the amounts recorded in its consolidated statements of financial position on the date of adoption.

New standards and interpretations not yet adopted

There are no new standards not yet adopted by the Company that are pertinent to its operations.

Significant judgments and critical accounting estimates

The preparation of the interim consolidated financial statements requires the use of judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures. The uncertainty that is often inherent in estimates and assumptions could result in material adjustments to assets or liabilities affected in future periods. As a result of the application of IFRS 16 and IFRIC 23, the Company has modified its disclosure on significant judgments and estimates. The other significant accounting judgments and critical accounting estimates applied by the Company, disclosed in the consolidated financial statements for the year ended December 31, 2018, remain unchanged.

Leases - The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain that this option will not be exercised.

The Company has the option, under some of its leases to lease the assets for additional terms of up to fifteen years. Judgement is applied in evaluating whether it is reasonably certain to exercise the option to renew. That is, all relevant factors that create an economic incentive for it to exercise the renewal are considered. After the commencement date, the lease term is reassessed if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew.

The renewal period is included as part of the lease term for a manufacturing plant lease which it estimates it is reasonably certain to exercise due to the importance of this asset to its operations, the limited availability on the market of a similar asset with similar rental terms and the related cost of moving the production equipment to another facility.

Uncertainty over income tax treatments

R&D tax credits for the current period and prior periods are measured based on its best estimate and judgment at the amount the Company expects to receive from the tax authorities as at the reporting date, either in the form of income tax refunds or refundable grants. However, there are uncertainties as to the interpretation of the tax legislation and regulations, in particular regarding what constitutes eligible R&D activities and expenditures, as well as the amount and timing of recovery of these tax credits. In order to determine whether the expenses incurred are eligible for R&D tax credits, the Company must use judgment and may resort to complex techniques, which makes the recovery of tax credits uncertain. As a result, there may be a significant difference between the estimated timing and amount recognized in the consolidated financial statements in respect of tax credits receivable and the actual amount of tax credits received as a result of the tax administrations’ review of matters that were subject to interpretation. The amounts recognized in the consolidated financial statements are based on the best estimates of the Company and in its best possible judgment, as noted above.

 

23


 

LOGO

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Financial instruments

Use of financial instruments

The financial instruments that are used by the Company result from its operating and investing activities, namely in the form of accounts receivables and payables, and from its financing activities resulting usually in the issuance of long-term debt. The Company does not use financial instruments for speculative purposes and has not issued or acquired derivative financial instruments for hedging purposes.

Impact of financial instruments in the consolidated statements of operations

The following line items in the consolidated statement of operations for the quarter and the nine months ended September 30, 2019 include income, expense, gains and losses relating to financial instruments:

 

   

loss on extinguishments of liabilities

 

   

change in fair value of financial instruments measured at fair value through profit or loss

 

   

finance costs; and

 

   

foreign exchange gains and losses.

Financial risk management

The Company has exposure to credit risk, liquidity risk and market risk. The Company’s Board of Directors has the overall responsibility for the oversight of these risks and reviews the Company’s policies on an ongoing basis to ensure that these risks are appropriately managed. The management of the financial risks are the same as those described in the December 31, 2018 MD&A.

Risk factors

For a detailed discussion of risk factors which could impact the Company’s results of operations and financial position, other than those risks pertaining to the financial instruments, please refer to the Company’s Annual Information Form filed on www.sedar.com

Disclosure controls and procedures and internal controls over financial reporting

No changes were made to the Company’s internal controls over financial reporting during the nine months ended September 30, 2019 that have materially affected or are reasonably likely to materially affect the internal controls over financial reporting.

 

24

Exhibit 99.128

 

LOGO

Press Release

For immediate release

LIMINAL BIOSCIENCES REPORTS ITS 2019 THIRD

QUARTER FINANCIAL RESULTS AND BUSINESS

HIGHLIGHTS

 

   

Name change to Liminal BioSciences Inc.

 

   

Divestment of UK bioseparations subsidiary to KKR for up to GBP 45 million in gross proceeds, of which GBP 32 million to be received upon closing

 

   

Net loss of $29.7 million for Q3 2019 compared to Net loss of $33.2 million for Q3 2018

 

   

Amendment to Consolidated loan agreement with Structured Alpha LP to provide non-revolving $75 million line of credit.

LAVAL, QC, ROCKVILLE, MD and CAMBRIDGE, UK – November 11, 2019 – Liminal BioSciences Inc. (TSX: LMNL, OTCQX: PFSCF) (“Liminal BioSciences” or the “Company”), a clinical-stage biotechnology company focused on developing novel therapeutics to treat unmet needs in patients with liver, respiratory and kidney disease, reported today its unaudited financial results for the third quarter ended September 30, 2019.

“Over the past three months we have made significant progress on our new vision for Liminal BioSciences notably through the signing of an agreement to sell Prometic Bioseparations Ltd (“PBL”) to KKR & Co. Inc. (“KKR”) and change of name to Liminal BioSciences. The divestment of PBL reflects our strategy to simplify our business operations, reduce headcount and other operating costs, and focus resources on the clinical development of our small molecule pipeline”, said Kenneth Galbraith, Liminal BioSciences’ Chief Executive Officer.

Commenting on the line of credit facility, Mr. Kenneth Galbraith, stated “The Company’s key priorities for 2019, included the divestment of non-core assets and

 

1


businesses and, the licensing out of commercialization rights to its phase 3 plasma derived therapeutic drug candidate, Ryplazim (plasminogen) (“Ryplazim”) and the listing of the Company’s common shares for trading on NASDAQ, the latter in order to improve liquidity and trading of our common shares for both current and prospective shareholders. “The Company expects the availability of funds on demand from the Facility provided by our majority shareholder to provide the Company with greater flexibility for the execution of the Company’s key priorities in order to maximize returns thereon for all of its stakeholders”.

Third Quarter and Recent Business Highlights:

 

   

On September 9, 2019, the Company announced the initiation of a phase 1 clinical trial with single ascending doses of PBI-4547, a potential therapy for NAFLD/NASH, metabolic syndrome and other liver diseases. The study has been suspended while the pharmacokinetic (“PK”) data for the first three cohorts is obtained and reviewed. No safety issues or severe adverse effects observed.

 

   

On October 3, 2019, the Company announced shareholder approval to pass a special resolution authorizing the Company to amend its articles to change its name from Prometic Life Sciences Inc. to Liminal BioSciences Inc.

 

   

On November 4, 2019, Liminal BioSciences announced the signature of a binding share purchase agreement for the divestment (the “Proposed Sale”) of its bioseparations business operated through its subsidiary PBL to KKR, a leading global investment firm. The transaction is expected to close in the fourth quarter of 2019. This transaction has not impacted the third quarter 2019 results as it occurred after the quarter.

 

   

On November 11, 2019 the Company entered into an amendment to its consolidated loan agreement with the Company’s majority shareholder, Structured Alpha LP (“SALP”), to provide the Company with a non-revolving CAD$75,000,000 (the “Principal Amount”) line of credit (the “Facility”). The loan agreement between SALP and the Company dated as of April 23, 2019 has been amended to incorporate the terms of the Facility (the “Amended Loan Agreement”). For more information, see Section entitled: About Amended Loan Agreement.

 

2


Anticipated Upcoming Milestones:

 

   

Liminal expects to complete the necessary manufacturing and related activities to allow for submission in H1-2020 to the FDA of an amendment to the Company’s Biologics License Application (“BLA”) seeking regulatory approval for Ryplazim.

 

   

Liminal expects to hold additional consultations with regulatory agencies in the USA and Europe to enable the commencement of pivotal phase 3 clinical studies of PBI-4050 in patients with Alström Syndrome.

 

   

Liminal, along with external advisors, Lazard, continues to have active business discussions on opportunities to partner or monetize assets from the plasma business.

Third Quarter 2019 Financial Results:

 

   

Cash Position: As of September 30, 2019, the Company’s working capital, i.e. the current assets net of current liabilities, amounts to a surplus of $55.9 million compared to $5.1 million as of December 31, 2018.

 

   

Revenues: Revenues were $5.3 million for the third quarter of 2019, as compared to $12.3 million for the third quarter of 2018. The decrease was principally due to the reduction in sales of excess normal source plasma by $5.6 million in addition to a reduction in bioseparation product sales.

 

   

R&D Expenses: R&D expenses were $19.6 million for the third quarter of 2019, as compared to $24.1 million for the third quarter of 2018. The decrease was primarily due to reduction in salaries, pre-clinical and clinical studies in both the plasma-derived therapeutics and small molecule segments as well as a reduction in spending relating to the validation of analytical assays and in-process controls in the manufacturing of RyplazimTM.

 

   

Administration, selling and Marketing (“SG&A”) Expenses: SG&A expenses were $10.3 million for the third quarter of 2019, as compared to $6.2 million for the third quarter of 2018. The increase was primarily due to the increase in share-based payments expense of $1.6 million and to the increase in legal and audit fees of $1.6 million.

 

3


   

Net Loss: Net loss was $29.7 million for the third quarter of 2019, or a net loss per basic and diluted share of $1.27, as compared to a net loss of $28.9 million for the third quarter of 2018, or a net loss per basic and diluted share of $34.30.

Year to Date Financial Results:

 

   

Revenues: Revenues were $22.3 million for the nine months ended September 30, 2019, as compared to $36.8 million for the nine months ended September 30, 2018. The decrease was mainly due to a $19.3 million reduction in sales of excess normal source plasma inventory.

 

   

R&D Expenses: R&D expenses were $63.0 million for the nine months ended September 30, 2019, as compared to $70.5 million for the nine months ended September 30, 2018. The decrease was primarily due to the reduction in spending with third parties on clinical and pre-clinical studies, and the validation of analytical assays and in-process controls in the manufacturing of RyplazimTM amounting to $9.2 million. Salaries decreased by $3.3 million due to reduction of headcount accompanied by a reduction of general operating expenses. These decreases were partially offset by the increase in share-based compensation of $4.3 million compared to the comparative period in 2018, due to the significant changes in the second quarter to its long-term equity incentive.

 

   

SG&A Expenses: SG&A expenses were $36.6 million for the nine months ended September 30, 2019, as compared to $20.9 million for the nine months ended September 30, 2018. The increase was mainly attributable to the increase in employee compensation expenses of $13.4 million, which include an increase in share-based payments expense of $11.3 million, as well as legal and audit fees of $2.1 million. This was partially offset by a decrease in consultant fees relating to marketing of products.

 

   

Net Loss: Net loss was $192.2 million for the nine months ended September 30, 2019, or a net loss per basic and diluted share of $14.05, as compared to a net loss of $96.6 million for the nine months ended September 30, 2018, or a net loss per basic and diluted share of $111.74.

 

4


About the Amended Loan Agreement

 

   

Under the terms of the Amended Loan Agreement, which remain subject to acceptance by the Toronto Stock Exchange, the Company is entitled to draw down on the Facility up to $75 million, if and as required during a period of 18 months from the date of closing of the Facility, on a non-revolving basis. The Principle Amount available under the Facility will be automatically reduced by the amounts of net proceeds generated, upon the occurrence of all or any of the following transactions: the expected sale of the Company’s bioseparations operations, disclosed on November 4, 2019; a licensing transaction for the Company’s plasma derived therapeutic drug candidate, Ryplazim; or, equity raises.

 

   

Amounts drawn down on the Facility will bear interest at an annual rate of 10%, and interest is payable quarterly in arrears. Any outstanding principal under the Facility will be secured by the assets of the Company and its subsidiaries pursuant to existing general security agreements and corporate guarantees by some of the Company’s subsidiaries and will be due and payable on April 23, 2024, subject to acceleration in certain circumstances described in the Amended Loan Agreement.

 

   

No interest or fees will be charged on unused portions of the Facility. The Company may cancel any unused portion of the Facility at any time.

 

   

As SALP holds 71.71% of the issued and outstanding common shares, the Facility constitutes a “related party transaction” as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”), which requires that the Company, in the absence of exemptions, obtain a formal valuation for, and minority shareholder approval of, the related party transaction. The Facility is exempt from the formal valuation requirement of MI 61-101 since it is a related party transaction under section (l) of the “related party transaction” definition of MI 61-101. Additionally, the Company is relying on an exemption from the minority approval requirement that applies to related party transactions, which exemption is available to the Company as (i) the Facility was obtained on reasonable commercial terms that

 

5


 

are not less advantageous to the Company than if the Facility had been obtained from a person dealing at arm’s length with the Company; (ii) the Facility is not convertible into equity or voting securities of the Company or a subsidiary of the Company; and (iii) the Facility is not repayable as to principal or interest in equity or voting securities of the Company or a subsidiary of the Company. The board of directors approved the Amended Loan Agreement (the members of the board that would be considered interested parties having declared their interests and abstaining from voting on the resolution approving the Facility) and there was no contrary view or abstention by any independent director on the resolution approving the Facility.

 

   

The Company will file a material change report less than 21 days prior to the closing date of the financing, a shorter period that is reasonable and necessary under the circumstances, which will allow the Company to complete the transaction in a timely manner in order to finance its operations and execute on its growth strategy.

 

   

The TSX has not reviewed and does not accept responsibility for the adequacy of the content of the information contained herein.

About Liminal BioSciences Inc.

Liminal BioSciences (www.liminalbiosciences.com) is an innovative biopharmaceutical company with a broad pipeline of small molecule therapeutics under development to treat unmet needs in patients with liver, respiratory and kidney disease, with a focus on rare or orphan diseases. Liminal BioSciences’ research involves the study of several G-protein-coupled-receptors, GPR40, GPR84 and GPR120, known as free fatty acid receptors (FFAR’s). These drug candidates have a novel mechanism of action as agonist (“stimulator”) of GPR40 and GPR 120, and antagonist (“inhibitor”) of GPR84. Our lead drug candidate, PBI-4050, is expected to enter Phase 3 clinical studies for the treatment of Alström Syndrome after further consultation and approval by the FDA and EMA. A second drug candidate, PBI-4547, is currently in a Phase 1 clinical study.

 

6


Liminal BioSciences has also leveraged its lengthy experience in bioseparation technologies through its wholly-owned subsidiary Prometic BioProduction Inc. to isolate and purify biopharmaceuticals from human plasma. Our lead plasma-derived therapeutic product is Ryplazim for which the Company expects to file a BLA with the US FDA in the first half of 2020 seeking approval to treat patients with congenital plasminogen deficiency. The Company also operates a contract development and manufacturing operation in the United Kingdom, deriving revenue through sales of affinity chromatography media, Prometic Bioseparations Ltd.

Liminal BioSciences has active business operations in Canada, the United States, Isle of Man and the United Kingdom.

Forward Looking Statement

This press release contains forward-looking statements about Liminal BioSciences’ objectives, strategies and businesses that involve risks and uncertainties. Forward-looking information includes statements concerning, among other things, whether the Proposed Sale will be completed, the anticipated benefits of the Proposed Sale to the Company and its shareholders and whether the Company will receive the deferred payments under the Proposed Sale, the achievement of milestones, opportunities to partner or monetize assets from the plasma business, the terms of the Facility and the intended use of proceeds from the Facility.

These statements are “forward-looking” because they are based on our current expectations about the markets we operate in and on various estimates and assumptions. Actual events or results may differ materially from those anticipated in these forward-looking statements if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. Such risks and assumptions include, but are not limited to, Liminal BioSciences’ ability to develop, manufacture, and successfully commercialize value-added pharmaceutical products, the availability of funds and resources to pursue R&D projects, the successful and timely completion of clinical studies, the ability of Liminal BioSciences’ to take advantage of business opportunities in the pharmaceutical industry, uncertainties related to the regulatory

 

7


process and general changes in economic conditions You will find a more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations in the Annual Information Form for the year ended December 31, 2018, under the heading “Risks and Uncertainties related to Liminal BioSciences’ Business”. As a result, we cannot guarantee that any forward-looking statement will materialize. We assume no obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason, unless required by applicable securities laws and regulations.

For further information please contact:

For further information please contact:

Bruce Pritchard

b.pritchard@liminalbiosciences.com

+1 450.781.0115

Patrick Sartore

p.sartore@liminalbiosciences.com

+1 450.781.0115

 

8

Exhibit 99.129

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Kenneth Galbraith, Chief Executive Officer of Liminal BioSciences Inc., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Liminal BioSciences Inc. (the “issuer”) for the interim period ended September 30, 2019.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

  A.

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  I.

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

  II.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  B.

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2

N/A


5.3

N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on June 1st, 2019 and ended on September 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 11, 2019

 

(s) Kenneth Galbraith

Kenneth Galbraith

Chief Executive Officer

Exhibit 99.130

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Murielle Lortie, Chief Financial Officer of Liminal BioSciences Inc., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Liminal BioSciences Inc. (the “issuer”) for the interim period ended September 30, 2019.

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

 

  A.

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

  I.

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

  II.

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

  B.

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework (COSO 2013 Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

5.2

N/A


5.3

N/A

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on June 1st, 2019 and ended on September 30, 2019 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 11, 2019

 

(s) Murielle Lortie

Murielle Lortie

Chief Financial Officer